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HomeMy WebLinkAboutHold PHearing_Purchase of Real PropertyKITTITAS COUNTY DEPARTMENT OF PUBLIC WORKS AGENDA STAFF REPORT AGENDA DATE: June 1, 2021 ACTION REQUESTED: Hold a Public Hearing to consider Ratifying the Purchase of Real Property. BACKGROUND: On May 17, 2021 Kittitas County entered into an agreement with the Trust for Public Land for the purchase of real property (land and water rights). This acquisition would secure approximately 226.11 acres of land within Sections 24 and 25, Township 17 North, Range 18 East, W.M. and two associated senior water rights. In addition to the purchase and sale agreement, Kittitas County entered into a separate agreement with the current owners of the subject property to memorialize post -closing actions that were a condition of sale: construction of a fence and a flood alleviation berm. After acquisition, the land will be managed by the Flood Control Zone District as open space for flood hazard reduction, fish and wildlife enhancement, and agriculture uses. Purchase of this real property is contingent on the Board of County Commissioners adopting a resolution authorizing the purchase and on Kittitas County receiving funding from the Department of Ecology for most of the purchase price. Kittitas County has received grant funding from the Department of Ecology's Floodplains by Design program for this acquisition. In addition to the Floodplains by Design grant funding, Kittitas County will commit approximately $100,000 of funding from the 403 Fund to help secure the senior water rights. INTERACTION: Public Works RECOMMENDATION: Hold a Public Hearing to consider ratifying the Purchase of Real Property and Authorize the Chair's Signature on real estate closing documents. HANDLING: Return one original to Public Works. ATTACHMENTS: Resolution, Purchase and Sale Agreement, Post Closing Actions and Improvements Agreement. LEAD STAFF: Arden Thomas, Water Resources Manager AGREEMENT FOR SALE OF REAL PROPERTY This Agreement for Sale of Real Property is made this ice' day of�_ 2021, between KITTITAS COUNTY, a political subdivision of the State of Washington ("Buyer"), and THE TRUST FOR PUBLIC LAND, a nonprofit California public benefit corporation ("Seller"). RECITALS A. The addresses and telephone numbers of the parties to this Agreement are as follows. Telephone numbers are included for information only. BUYER: Kittitas County 411 North Ruby, Suite 1 Ellensburg, WA 98926 Attn: Arden Thomas Tel: (509) 962-7523 FAX: (509) 962-7663 Copies of any notices to Buyer should also be sent to: SELLER: The Trust for Public Land 901 Fifth Avenue, Suite 1520 Seattle, Washington 98164 Attn. Thomas E. Tyner Tel: (206) 587-2447 FAX: (206) 382-3414 Copies of any notices to Seller should also be sent to: The Trust for Public Land 18 N. Wenatchee Ave., 2nd Floor Wenatchee, Washington 98801 Attn: Ann Welz Tel: (509) 888-0844 Fax: (509) 888-0845 B. Seller holds, or prior to closing will hold, an exclusive and irrevocable option to purchase certain real property located in unincorporated Kittitas County, Washington more fully described on the Exhibit A attached hereto and hereby incorporated by this reference. C. Said real property, which comprises approximately 226.11 acres, more or less, together with any improvements, fixtures, timber, agricultural crops, and minerals located thereon, and any and all rights appurtenant thereto owned or hereafter acquired by Seller, including but not limited to timber rights, agricultural crop rights, grazing rights, access rights and mineral rights, shall be referred to in this Agreement as the "Subject Property." The Subject Property includes water located thereon and any and all water rights appurtenant including one domestic groundwater well serving assessor parcel #957628 and water rights associated with Water Right Certificate Numbers S4 -84227-J and S4 -84228-J (collectively the "Included Water Rights"). The Included Water Rights are identified in the Exhibit G, which includes the Certificate of Adjudicated Water Rights and Amended Modification Order of Water Right Change. The Subject Property expressly excludes any water rights associated with Water Right Certificate Numbers S4-84229-J(A) or S4-84229-J(B) and one domestic groundwater well serving assessor parcel #808933 (collectively the "Excluded Water Rights"). The items listed in Exhibit B are expressly considered personal property and are not part of the Subject Property. D. Buyer wishes to purchase the Subject Property from Seller and Seller wishes to sell the Subject Property to Buyer on the terms and conditions set forth in this Agreement. THE PARTIES AGREE AS FOLLOWS: 1. Purchase and Sale. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the Subject Property on the terms and conditions set forth herein. 2. Purchase Terms. (a) Price. The purchase price for the entire Subject Property shall be $2,895,469.00 (Two Million Eight Hundred Ninety -Five Thousand and Four Hundred Sixty -Nine Dollars) (the "Purchase Price"). (b) Method of Payment. The Purchase Price shall be payable at the close of escrow as follows (i) Two Million Eight Hundred Ninety Thousand and Eight Hundred Thirty - Two Dollars ($2,8,90832.00) in cash; and (ii) Seven Kittitas County Water Package A Mitigation Certificates the "Water Miff anon Certificates" _delivered to Seller, or to Seller's desi nee, at closing. The total value of these Water Mitigation Certificates is Four Thousand Six Ha1dred Thirty -Seven Dollars ($4057.38) as calculated per Section 3(g)(iv) below and is a credit towards the Purchase Priv 3. Condition Precedent .o Baler's Obligation to Purchase Sub'ect Pro a and Seller's Obligation to Sell Snbiect Property. Buyer shall have no obligation to purchase the Subject Property under this Agreement and Seller shall have no obligation to sell the Subject Property under this Agreement unless and until: 2 (a) Seller has completed its purchase of the Subject Property from its current owner, Flying M Ranch, LLC, a Washington limited liability company ("Flying M Ranch"), and is vested with full fee simple title to the Subject Property; (b) The Kittitas County Board of County Commissioners has adopted a resolution authorizing Buyer to fund the purchase of the Subject Property and to purchase the Subject Property; (c) Buyer shall have received, reviewed (or had reviewed) and approved an independent appraisal of the Subject Property; (d) Buyer shall have received, reviewed and approved a copy of both the Phase I and Phase I1 Environmental Site Assessments of the Subject Property performed by an independent environmental consultant, a copy of which Seller has provided to Buyer; (e) Buyer shall have received, reviewed and approved a copy of the current title commitment of the Subject Property, a copy of which Seller has provided to Buyer; (f) Buyer shall have received funding from Ecology in an amount sufficient to fund the majority of the Purchase Price of the Subject Property (the "Ecology Funding'); and (g) The satisfaction of each of the following conditions precedent has been memorialized in writing and signed by both Flying M Ranch and Buyer, and Flying M Ranch have delivered to Seller written confirmation that all of the following conditions precedent have been satisfied: (i) Lease ftpm Buyer to Flying M R ch. Buyer shall have entered into a lease with Flying M Ranch of the single-family residence and associated outbuildings, including a 22 -foot by 62 -foot utility shed, a 52 -foot by 132 -foot utility building, and a 60 -foot by 220 -foot utility building located at 1030 Stone Road. The lease will commence on the date of closing and be for a period of one (1) year with no option to extend or renew. The lease shall be substantially in the form of Exhibit C attached hereto and hereby incorporated by this reference (the "1030 Stone Road Lease"), (ii) Flood Mitigation Berm for Existing Residential Structure on Parcel A (assessor parcel #702036, a parcel owned by two of the Governors of Flying M Ranch and excluded from this purchase). Buyer shall have provided a written confirmation to Flying M Ranch, signed by both Buyer and Flying M Ranch, indicating that Buyer will mitigate for anticipated additional flood rise potential on parcel #702036 as mutually agreed by both Buyer and Flying M Ranch and approximately located where depicted on Exhibit D to this agreement. Before Buyer and Seller consummate the transaction contemplated by this Agreement, Buyer shall provide written confirmation that Buyer and Flying M Ranch have reached agreement with Buyer's commitment to mitigate for potential flood rise around the residential structure on parcel #702036 on the following terms: Kittitas County will utilize the results of the most recent Yakima River avulsion study (Watershed Science and Engineering's "Hansen Pits Channel Mitigation and Avulsion Risk Assessment") to mitigate increases in flood depth predicted around the existing residential structure on parcel #702036 associated with Kittitas County management changes at Hanson Pits (either at the Hanson Pits levee on parcel #17895 or at the downstream berm on parcel #508933). The avulsion study's flood inundation map will provide predictive flood depth that will inform the required height of any flood mitigation berm. Kittitas County will construct a flood mitigation berm as necessary, coincidental with any Kittitas County actions at Hansen Pits, to address predictive water depth around the existing residential structure on parcel #702036. Design specifications will be provided once Kittitas County has results from the avulsion study. The general location of the berm is shown in Exhibit D. (iii) Fence. In addition to the Subject Property, Flying M Ranch or its Governors owns an additional nine (9) parcels consisting of Parcels A -H and J of that survey recorded under AFN 202012160060 ("Flying M Ranch's Adjoining Property"). Buyer shall have provided to Flying M Ranch written confirmation signed by both Buyer and Flying M Ranch, indicating that Buyer, at Buyer's sole expense, will construct a fence separating a portion of the Subject Property from Flying M Ranch's Adjoining Property for the purpose of thwarting public access to Flying M Ranch's Adjoining Property. The construction of the fence shall occur post - closing, and shall be completed according to the following terms: The fence shall be located on the Subject Property as indicated on Exhibit E attached hereto and hereby incorporated by this reference, using either (i) Four -strand barbed wire with wood posts at every 60 feet and metal T posts at every 20 feet with wood post comer reinforcing; (ii) Five -strand smooth wire with wood posts at every 60 feet and metal or fiberglass T posts at every 20 feet with wood post corner reinforcing; or (iii) Such other fencing material as mutually agreed to between Kittitas County and Flying M Ranch. If Flying M Ranch wishes to upgrade the fence beyond the specifications set forth above, then Flying M Ranch and Kittitas County may enter into a cost -share agreement whereby Flying M Ranch will construct the fence and Kittitas County will instead contribute Ten Thousand Dollars ($10,000.00) towards the cost of a fence constructed by Flying M Ranch. The construction of the fence shall be completed within two years after closing. (iv) Water Mitigation Certificates. At closing, as part of the Purchase Price for the Subject Property, Buyer shall provide Seller or Seller's designee with seven (7) Water Mitigation Certificates. Each Water Mitigation Certificate allows for an 0 annual average of 275 gallons per day for indoor domestic use only. The total consumptive use annual quantity for the Water Mitigation Certificates is calculated to be 0.6468 acre-feet. Seller and Buyer agree that the total value for the Water Mitigation Certificates is $4,057.38 (0.6468 AF -CU x $6,273 per AF -CU). This amount will be deducted from the Purchase Price paid by Buyer to acquire the Subject Property. To ensure Buyer can timely and accurately provide the Water Mitigation Certificates at closing, Seller agrees to deliver to Buyer a completed and signed application in the form of Exhibit E, attached hereto and incorporated by this reference, for each Water Mitigation Certificate associated with each of the parcels B, C, D, F, G, H, and J of Flying M Ranch's Adjoining Property, no later than two (2) weeks before closing is planned. Seller and Buyer further agree that, at closing, Seller will cause Flying M Ranch to sign a Kittitas County Water Metering Agreement, substantially in the form included in Exhibit F, for each Water Mitigation Certificate. At closing, each Water Mitigation Certificate, along with a Kittitas County Water Metering Agreement, will be recorded with the Kittitas County Auditor's office on the title record for each of parcels B, C, D, F, G, H, and J of Flying M Ranch's Adjoining Property, 4. 5 b'ect Property Include ter and Water Rights, Seller and Buyer agree that the sale of Subject Property includes water located thereon and any and all water rights appurtenant including one domestic groundwater well serving assessor parcel #957628 and water rights associated with Water Right Certificate Numbers 54-84227-J and 54-842284 (collectively the "Included Water Rights"). The Included Water Rights are identified in the Exhibit G, which includes the Certificate of Adjudicated Water Rights and Amended Modification Order of Water Right Change. Seller and Buyer agree that the Subject Property expressly excludes any water rights associated with Water Right Certificate Numbers 54-84229-J(A) or 54-84229-J(B) and one domestic groundwater well serving assessor parcel #808933 (collectively the "Excluded Water Rights"). 5. Condition of the Subject Property. Buyer acknowledges that it has had or will be given the opportunity to conduct an investigation or inspection of the Subject Property, and agrees to accept the same "as is" in its present condition, except (i) as such condition may be affected by the representations and warranties made by Seller to Buyer with regard to the Subject Property in Section 10 of this Agreement, and (ii) as such condition may be affected by the warranties arising under the deed conveying title from Seller to Buyer. 6. Escrow. Upon execution of this Agreement, or as soon thereafter as is convenient, the parties shall open an escrow with Kittitas Title and Escrow, LLC, 208 West 9" Avenue, Suite 6, Ellensburg, Washington, 98926, attention Dave Johnson, telephone number (509) 933-4324 (the "Escrow Holder") for the purpose of closing the purchase and sale of the Subject Property. Escrow shall close no later than June 30, 2021, though Buyer and Seller will make all reasonable effort to close by April 28, 2021, provided that closing will be subject to Seller being in a position to convey title to the Subject Property and subject to the satisfaction of the conditions precedent set forth in Section 3 above. 7. Title. Seller shall convey the land portion of the Subject Property to Buyer by a statutory warranty deed. Title shall be conveyed to Buyer, free and clear of all title defects, liens, encumbrances, deeds of trust, and mortgages except (a) the standard printed exceptions on the form of title insurance policy issued pursuant to Section 8; (b) a lien for nondelinquent real property taxes; (c) an unwritten residential rental agreement with Helen Wheeler and her family related to the mobile home on parcel #957628 (the "Permitted Rental Anrangemenf'); and (d) such other matters as are approved by Buyer in writing. Seller shall convey the Included Water Rights to Buyer by a quitclaim deed. 8. Title Insurance. Buyer shall be provided with a standard owner's policy of title insurance in the full amount of the Purchase Price insuring that title to the Subject Property is vested in Buyer upon close of escrow subject only to the exceptions noted in Section 7. 9. Possession. Possession shall be delivered to Buyer on close of escrow. 10. Seller's Representations'. Seller makes the following representations: (a) Seller has full power and authority to enter into this Agreement and the person signing this Agreement for Seller has full power and authority to sign for Seller and to bind it to this Agreement and, at closing, will have full power and authority to sell, transfer and convey all right, title and interest in and to the Subject Property in accordance with this Agreement. (b) Seller is not a "foreign person" and is not otherwise subject to back-up withholding of tax under Section 1445 of the Internal Revenue Code. (c) The conveyance of the Subject Property in accordance with this Agreement will not violate any provision of state or local subdivision laws. (d) The Subject Property has insurable access to a public road. (e) Within Seller's knowledge, there is no suit, action, arbitration, legal, administrative or other proceeding or inquiry pending or threatened against the Subject Property, or any portion thereof, or pending or threatened against Seller or Seller's predecessor in tide, which could affect Seller's title to the Subject Property, or any portion thereof, affect the value of the Subject Property, or any portion thereof, or subject an owner of the Subject Property, or any portion thereof, to liability. (f) Within Seller's knowledge, there are no: (i) Intended public improvements or private rights which will result in the creation of any liens upon the Subject Property securing an obligation to pay money. (ii) Uncured notices which have been served upon. Seller or Seller's predecessor in title from any governmental agency notifying Seller of any violations of law, 6 ordinance, rule or regulation which would affect the Subject Property or any portion thereof. (iii) Actual or impending mechanics liens against the Subject Property or any portion thereof. (iv) Notices or other information giving Seller reason to believe that any conditions existing on the Subject Property or in the vicinity of the Subject Property or in ground or surface waters associated with the Subject Property may have a material effect on the value of the Subject Property or subject the owner of the Subject Property to potential liabilities under environmental laws. (g) Except for the Permitted Rental Arrangement, there is no lease, License, permit, option or right of first refusal which affects the Subject Property or any portion thereof which will not be terminated by closing. (h) Within Seller's knowledge, and except for any matters identified in the Phase I and Phase 11 Environmental Site Assessments, a copy of which reports Seller has provided to Buyer, there is no condition at, on, under or related to the Subject Property presently or potentially posing a significant hazard to human health or the environment, whether or not in compliance with law, and there has been no production, use, treatment, storage, transportation, or disposal of any hazardous substance on the Subject Property nor any release or threatened release of any hazardous substance, pollutant or contaminant into, upon or over the Subject Property or into or upon ground or surface water at the Subject Property. Within Seller's knowledge, no hazardous substance is now or ever has been stored on the Subject Property in underground tanks, pits or surface impoundments. Each of the above representations and warranties is material and is relied upon by Buyer. Each of the above representations shall be deemed to have been made as of the close of escrow and shall survive the close of escrow. If, before the close of escrow, Seller discovers any information or facts that would materially change the foregoing representations and warranties, Seller shall immediately give notice to Buyer of those facts and information. If any of the foregoing representations and warranties cease to be true before the close of escrow, Seller shall be obligated to remedy the problem before the close of escrow. If the problem is not remedied before close of escrow, Buyer or Seller may elect to either (a) terminate this Agreement in which case Buyer shall have no obligation to purchase the Subject Property, or (b) defer the closing date until such problem has been remedied. Buyer's election in this regard shall not constitute a waiver of Buyer's rights in regard to any loss or liability suffered as a result of a representation or warranty not being true nor shall it constitute a waiver of any other remedies provided in this Agreement or by law or equity. 11. Buyer's Representations. Buyer makes the following representations: (a) Buyer has all requisite authority and power to enter into this Agreement. 7 (b) Neither Buyer's execution of this Agreement nor its taking any of the actions contemplated hereunder will violate any City, County, State or Federal Codes or Ordinances, or other governmental regulations. The representations and warranties of Buyer contained herein shall be effective through the close of escrow. 12. Structures on Subiect ProRerty. Based on an appraisal of the Subject Property commissioned by Seller, the existing improvements and structures on the Subject Property do not contribute any value to the Subject Property. Accordingly, Kittitas County agrees to allow Flying M Ranch, at Flying M Ranch's sole expense, to remove all or any portion of the above ground level portion of all existing improvements and structures EXCEPT for the manufactured home located on parcel #957628 of the Subject Property during the term of the 1030 Stone Road Lease. Any such structures or building materials which Flying M Ranch wishes to retain shall. become Flying M Ranch's personal property for Flying M Ranch to use, sell, or dispose of in any manner deemed appropriate by Flying M Ranch without any compensation paid to Kittitas County. Under no condition may Flying M Ranch remove the manufactured home on parcel #957628 or any portions of any structure lying below ground level. Flying M Ranch is responsible for obtaining any necessary permits and approvals needed for any of its actions related to this Section 12. 13. Closing Expenses and Fees. The entire escrow fee, as well as all recording fees except for those associated with the Water Mitigation Certificates or Kittitas County Metering Agreements, shall be paid by Buyer. Buyer will pay the premium on the title policy referred to in Section 8. Real estate taxes shall be prorated and paid by Seller as of the close of escrow based upon the latest available tax bill. Seller and Buyer believe that the sale of the Subject Property by Seller to Buyer will be exempt from the imposition of additional excise taxes under the nominee exception set forth in WAC 458-61 A-214, provided that such tax has been paid in connection with Seller's prior purchase of the Subject Property from its current owner. Buyer and Seller shall cooperate to complete such documentation as may be reasonably necessary in order to qualify this transaction for such exemption. if the transaction of the Subject Property does not qualify for an exemption, Seller shall pay real estate excise taxes due. Other fees and charges shall be allocated in accordance with the customary practices of Kittitas County, Washington. All other closing costs, fees and charges shall be paid by Buyer, except that Flying M Ranch will pay for recording a Water Mitigation Certificate and Kittitas County Metering Agreement on the title record for each of parcels B, C, D, F, G, H, and J of Flying M Ranch's Adjoining Property. Seller and Buyer believe that the sale of the Subject Property by Seller to Buyer will be exempt from the imposition of any compensating or roll -back payable as the result of the removal of the Subject Property from its Current Use — Agricultural property tax classification triggered by the sale of the Subject Property from Flying M Ranch to Seller or Seller's sale to Buyer under RCW 84.34, 108(6). If the transaction does not qualify for an exemption from rollback taxes, then 8 Seller shall pay, or cause Flying M Ranch to pay, all rollback taxes due on the sale of the Subject Property to Buyer. 14. Notices. All notices pertaining to this Agreement shall be in writing delivered to the parties hereto personally by hand, courier service or Express Mail, or by first class mail, postage prepaid, at the addresses set forth in Recital A. All notices shall be deemed given when deposited in the mail, first class postage prepaid, addressed to the party to be notified; or if delivered by hand, courier service or Express Mail, shall be deemed given when delivered. The parties may, by notice as provided above, designate a different address to which notice shall be given. 15. Attorneys' Fees. If any legal action is brought by either party to enforce any provision of this Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys' fees and court costs in such amounts as shall be allowed by the court. 16. No Broker's Commission. Each party represents to the other that it has not used a real estate broker in connection with this Agreement or the transaction contemplated by this Agreement. In the event any person asserts a claim for a broker's commission or finder's fee against one of the parties to this Agreement, the party against whom the claim is asserted will hold the other party harmless from said claim. 17. Time of the Essence. Time is of the essence of this Agreement. 18 Bindise on Successors. This Agreement shall be binding not only upon the parties but also upon their heirs, personal representatives, assigns, and other successors in interest. 19. Additional Documents. Seller and Buyer agree to execute such additional documents, including escrow instructions, as may be reasonable and necessary to cavy out the provisions of this Agreement. 20. Entire Agreement.- Modification; Waiver. This Agreement constitutes the entire agreement between Seller and Buyer pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 21. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one and the same agreement. 22. Severabilityl. Each provision of this Agreement is severable from any and all other provisions of this Agreement. Should any provision{s} of this Agreement be for any reason unenforceable, the balance shall nonetheless be of full force and effect. 23. G_ overning Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 0 IN WITNESS of the foregoing provisions the parties have signed this Agreement below: KITTITAS COUNTY Title: , I MA,14, Date: ou" t -`i SELLER: THE TRUST FOR PUBLIC LAND By: I"�1 Title: Date j�tzg '70" 10 ACKNOWLEDGEMENTS State of Washington County of Kittitas I certify that I know or have satisfactory evidence that Brett Wachsmith is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated his authority to execute the instrument as the authorized agent of KITTITAS COUNTY, to be the free and voluntary act of such entity for the uses and purposes mentioned in the instrument. Dated:[ ,L j, 4 Name: XbIAW Pk)'21<; NOTA Y PUBLIC for the State of residi at %i r-,,Ot ! p K,1aRrif� .. H1l1141 Vy appointment expires: ��State of Washinx Op WASCounty of King 111t►\�����"' I certify that I know or have satisfactory evidence that Thomas E. Tyner is the person who appeased before me, and said person acknowledged that he signed this instrument, on oath stated his authority to execute the instrument as an authorized agent of THE TRUST FOR PUBLIC LAND, and acknowledged it to be the free and voluntary act of such entity for the uses and purposes mentioned in the instrument. ft� 0". (j q.` Dated:— Name. Name: NOTARY PUBLIC or the State of residing at �G4h1Gl 1C . 1150A 14 My appointment expires: EXHIBIT A Legal Description PARCELS K, L, M, N, and P OF THAT CERTAIN SURVEY RECORDED DECEMBER 16, 2020 IN BOOK 43 OF SURVEYS AT PAGES 89-91, UNDER AUDITOR'S FILE NO. 202012160060, RECORDS OF KITTITAS COUNTY, WASHINGTON; BEING A PORTION OF SECTIONS 24 AND 25 ALL IN TOWNSHIP 17 NORTH, RANGE 18 EAST, W.M. IN THE COUNTY OF KITTITAS, STATE OF WASHINGTON. AND PARCELS 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 26, 27, 28, 29, 30, 31, and R OF THAT CERTAIN SURVEY RECORDED JANUARY 20, 2009 IN BOOK 35 OF SURVEYS AT PAGES 247-249, UNDER AUDITOR'S FILE NO. 200901200068, RECORDS OF KITTITAS COUNTY, WASHINGTON; BEING A PORTION OF SECTIONS 24 AND 25 ALL 1N TOWNSHIP 17 NORTH, RANGE 18 EAST, W.M. IN THE COUNTY OF KITTITAS, STATE OF WASHINGTON. 12 EXHIBIT B Items Considered to be Seller's Personal Property For the avoidance of doubt, the following items, some of which are fixtures, are defined as the Seller's Personal Property and are not part of the Subject Property. - Irrigation System - Electrical panel located east of Stone Road and north of the single-family residence located at 1030 Stone Road Man-made rock and gravel piles Iocated immediately west of Stone Road - All appliances (including the electric stove, wood stove, and microwave) located in the single-family residence located at 1030 Stone Road The electrical panel, vacuum hose system, wood stove, ceiling fans, and all shelving, cabinets, and work benches (whether attached or not) Iocated in the 22 -foot x 62 -foot utility shed located south of the end of Stone Road - Everything attached to the floor or adjacent to or attached to the walls including the electrical panel, stainless steel sink, plumbing fixtures, shelving, cabinets, work benches and appliances (including the refrigerator, hot water heater, and baseboard heater) located in the small building attached to the northwest corner of the 60 -foot x 220 -font utility building located south / southwest of the end of Stone Road, along with the fencing surrounding the garden west of this utility building 13 EXHIBIT C Farm of Lease 14 RENTAL AGREEMENT THIS AGREEMENT made in duplicate this day of , 20_, between KITTITAS COUNTY, hereinafter designated as "Landlorc4" and , hereinafter designated as 'T'enant." WITNESSETH: That the said Landlord does by these presents rent/lease unto said Tenant(s), and Tenant hires from Landlord, the "Premises" described as "single family residence and associated outbuildings, a 22 foot by 62 foot utility shed, a 52 foot by 132 foot utility building, and a 60 foot by 220 foot utility building, all located at 1030 Stone Road" in unincorporated Kittitas County, State of Washington, only upon the following terms and conditions: OCCUPANTS: The said premises shall be occupied by no more than adults and children. 2. TERMS: The premises is ]eased for a term of one (I) year with no option to extend or renew 3. USE OF PREMISES: Use of premises shall be exclusively residential. Tenant agrees to conform to municipal, county, and state codes, statutes, ordinances, and regulations concerning the use and occupation of said rental unit. Landlord shall maintain the premises in substantial conformance with all applicable provisions of municipal, county, and state codes, statutes, ordinances, and regulations governing maintenance or operation, Tenant shall not disturb, annoy, endanger or interfere with other Tenants or neighbors, nor use the premises for any unlawful purposes, nor violate any law or ordinance, nor commit waste or nuisance upon or about the premises. 4. RENT: Tenant shall pay rent in the amount of per month for the above premises on the FIRST (1 ") day of each month in advance to Landlord plus additional charges of $114.92 for Leasebold Excise Tax (I2.84% of monthly rent payment) per RCW 82.29A.050, $ 35.00 each for unregistered people and/or pets staying on the premises, $ 35.00 for each occurrence and $5.00 a day for each unauthorized vehicle parked on the premises, which charges are also due monthly, and are to be paid on the same day as the rent. If the term of this Agreement commences or ends on a day other than the first day of a calendar month, then the rent for such partial month shall be prorated in the proportion that the number of days this Agreement is in effect during such partial month bears to the number of days in the calendar month. PAYMENTS SHALL BE MADE PAYABLE TO THE FOLLOWING: *ALL RENTS AND PAYMENTS TO BE PAID WITH CHECK OR MONEY ORDER. "NO CASH ACCEPTED" 5. FEES: Tenant agrees to pay a late charge of Thirty-five Dollars ($35.00) per month if all rent and additional charges are not received on or before the FIFTH (5'") day of the month or if a check is returned for any reason. Checks returned for insufficient funds will incur a charge of Forty-five Dollars ($45.00) per return. Landlord will supply written notice of all sums due upon the tenth (101') of the month in which payment has been received. Upon non-payment of rent or other charges when due, Tenant(s) shall be given written notice of five (5) days to pay such plus a late charge or Notice to Vacate. *ADDITIONAL LATE CHARGES: It is understood that if total rent is not received by the 51' of the month, an additional $5.00 per day late charge will be assessed every day thereafter. As of the 5" of the month, the rent is delinquent. 6. SECURITY AND DAMAGE DEPOSIT: Tenant has deposited the sum of $ as a security and damage deposit. Said amount shall be deposited by Landlord in a trust account with a bank, savings and loan association, or licensed escrow company, in a non -interest -hearing account. All or a portion of the security deposit shall be retained by Landlord and a refund of any portion of such deposit is conditioned follows: A. Tenant shall fully perform obligations hereunder and those pursuant to RCW 59.18, or as such may be subsequently amended: B. Tenant shall occupy said rental unit for the full term agreed to above; 15 C. Tenant shall clean, repair, and restore said rental unit and return the same to Landlord in its initial or better condition, except for reasonable wear and tear, upon termination of this tenancy and vacation of said rental unit; and D. Tenant shall remove personal property upon termination of this tenancy and vacation of said rental unit. Further, Landlord may use therefrom such amounts as are reasonably necessary to remedy Tenant's default in the payment of rent, to repair damages caused by Tenant, or by a guest or a licensee of the Tenant, to clean the premises, if necessary, upon termination of tenancy, and to replace or return personal property or appurtenances exclusive of ordinary wear and tear. If used toward rent or damages during the term of tenancy, Tenant agrees to reinstate said total security deposit upon FIVE (5) days written notice delivered to Tenant in person or by mail. No later than FOURTEEN (14) days after the Tenant has vacated the premises, the Landlord shall furnish the Tenant with an itemized written statement of the basis for, and the amount of, any security received and the disposition of the security and shall return any remaining portion of the security to Tenant. Tenant shall nat have the right to apply any part of the security deposit in payment of the last month's rent. Notwithstanding all terms in this Rental Agreement, Tenant has the rights assigned to it under Section 12 of that Agreement for Sale of Real Property dated April _, 2020, for Kittitas County's purchase of the Flying M Ranch property. Tenant is allowed, at Tenant's sole expense, to remove all or any portion of the above ground level portion of all existing improvements and structures on the premises EXCEPT far the manufactured home located on parcel 957628 during the term of the lease. Any such structures or building materials which '.tenant wishes to retain shall become Tenant's personal property for Tenant to use, sell, or dispose of in any manner deemed appropriate by Tenant without any compensation paid to Landlord. Under no condition may Tenant remove the manufactured home on parcel 457628 or any portions of any structure lying below ground level. Tenant is responsible for obtaining any necessary permits and approvals needed for any of its actions related to this paragraph. 7. UTILITIES: Tenant will pay utilities directly to the purveyor. Tenant shall be liable for any public utility charges to and accruing to the rental unit and for which Tenant personally contracts. 8. PROPERTY VEGETATION MAINTENANCE AND WEED CONTROL: A. Tenant shall control noxious weeds in the 50 acres of non -irrigated fields identified in Exhibit A, the Weed Management Area as directed by the Kittitas County Noxious Weed Board and/or Department of Public Works. B. Tenant shall comply with all the regulations of the weed district within which said leased property is included and shall use all reasonable effort to eradicate and prevent the growth of noxious weeds. Tenant shall control weeds on tilled lands by cultivation, clipping, spraying or burning as recommended by the Kittitas County Agricultural Extension Agent. C. Tenant shall be responsible for reimbursement to the Kittitas County Noxious Weed Board and/or Department of Public Works in the event that they undertake noxious weed control measures. D. Tenant is allowed to manage the identified property for hay production, for the benefit of controlling noxious weeds. 9. ASSIGNMENTS/SUBLETTING. RENTAL UNIT: Tenant may not sublet Premises in whole or in part or assign this Agreement. 10, ACCESS: Landlord reserves the right of access to the premises for the purpose of A. Inspections; B. Repairs, alterations, or improvements; C. To supply services; or D. To identify weed control needs or undertake noxious weed control measures. 11. LANDLORD — NAME AND ADDRESS: Landlord: 16 12. TENANTS AND FORWARDING ADDRESSES: Tenants: Phone/Forwarding Addresses: 13 SURRENDER OF PREMISES: In the event of default in payment of any installment of rent or other charges, or at the expiration of said term of this Agreement, or for other reasons pursuant to Ch. 59.18 RCW, Tenant shall quit and surrender said rental unit to Landlord. Tenant may terminate this Agreement upon giving THIRTY (30) days written notice to Landlord if a change in employment requires a change in residence and Tenant shall not be liable for rental; provided further, any Tenant who is a member of the armed forces may terminate this Agreement upon Iess than THIRTY (30) days' notice to Landlord if Tenant's reassignment orders do not allow greater notice. 14. SURRENDER AT END OF TERM (BOLDING OVER): Tenant agrees to surrender the premises to Landlord immediately upon the termination of this Agreement, without further notice to quit, whether by expiration of time or otherwise, in as good a condition as that in which they were when received by Tenant from landlord, damages by acts of God, sudden action ofthe elements, and other causes beyond the control of Tenant excepted. If Tenant holds over after the expiration of the term hereof, Tenant shall be subject to the rental rate for the premises at the expiration of this Agreement terms, and otherwise upon the terms, covenants, and conditions herein specified, as applicable. Acceptance by Landlord of rent after such expiration shall not constitute consent to a holdover or result in an automatic renewal of the Agreement term. The foregoing provisions of this paragraph are in addition to and do not affect any rights of Landlord hereunder or as otherwise provided by law. 15. LANDLORD'S RIGHTS UPON DEFAULT BY TENANT: A. If Tenant defaults in the payment of rent herein provided for (default for any portion of the premises constituting default for the entire premises) or if Tenant defaults in the performance of any other of Tenant's obligations herein contained for five (5) days after written notice thereof from Landlord, Landlord may, at its option: 1) Terminate this Agreement and re-enter the premises under process of law, removing all persons therefrom and repossess and enjoy the premises free of any interest created by this Agreement, whereupon Landlord shall be entitled to recover from Tenant all damages suffered by reason of Tenant's breach, including the cost of recovery of the premises and the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Agreement for the balance of the \term over the then reasonable rental value of the premises for the same period, all of which amounts shall be immediately due and payable from Tenant to Landlord, or 2) If Tenant has breached this Agreement and has abandoned the premises, continue to enforce the terms of the Agreement, including but not limited to, Tenant's obligation to pay rent as it becomes due. Should Landlord elect to so continue the lease in effect, Tenant shall have the right to possession. B. In the event of any re-entry and taking possession of the premises as provided in this paragraph 15, the disposition of any personal property of Tenant remaining on the premises shall be in accordance with paragraph 16 below. 16. ABANDONED PERSONAL PROPERTY: Where personal property remains on the premises after this Agreement has terminated and the premises have been vacated by Tenant, Landlord shall give written notice to Tenant or other person Landlord reasonably believes to be the owner of said property, describing and stating where it may be claimed and the date before which the claim must be made, which date shall be at least eighteen (18) days after notice has been mailed. Landlord shall release the property to Tenant or owner if Tenant or owner pays the reasonable costs of moving/storage and takes possession of the property within the period specified in the notice. Ifthe property is not claimed within the required period, Landlord may sell the property five (5) days after the notice of sale is published in a newspaper of general circulation in the county where the sale is to be held, or Landlord may retain the property or dispose of such property as Landlord sees fit. 17 17 ATTORNEYS' FEES: In any action or proceeding arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. 17. WAIVER: The failure of the Landlord to enforce any provision of this Agreement shall not be deemed a waiver. The waiver of any breach shall not be construed to be a continuing waiver of any subsequent breach. The acceptance of rent by Landlord shall not waive his right to enforce any term hereof. 18. ESTOPPEL CERTIFICATE: Within ten (10) days after written notice, Tenant agrees to execute and deliver an estoppel certificate, as submitted by Landlord, acknowledging that this Agreement is in full force and effect, or in full force and effect as modified, and stating the modifications. Failure to comply shall be deemed Tenant's acknowledgment that the certificate as submitted by Landlord is true and correct and may be relied upon by a lender or purchaser. 19. LANDLORD'S RIGHTS/NOTICE: Nothing in this Agreement shall limit the right of the Landlord to terminate this Agreement as provided by RCW 59.18, the Washington Residential Landlord Tenant Act. In the event of default or breach of the terms of this Agreement, all rights of Landlord provided by RCW 59.18, the Washington Residential Landlord Tenant Act, shall apply. If criminal activity is alleged. Landlord may proceed directly to an unlawful detainer action. Notification of illegal drugs is evidence of criminal activity_ 20. ENTIRE AGREEMENT: Time is of the essence. All prior agreements between the parties are incorporated in this Agreement, which constitutes the entire contract. Its terms are intended by the parties as a final expression of their agreement with respect to such terms as are included herein and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or other proceeding, if any, involving this Agreement. IN WITNESS WHEREOF, the Landlord and the Tenant have each hereunto set their hand the day and year first above written and acknowledges receipt of a copy of this Agreement. Landlord Date Tenant Date Tenant Date Tenant Date 18 �y wo F I EXHIBIT D Flood Mitigation for Potential Future Flood Rise Legend Approximate Location of a erm 0 100 200 400 Feet 20 EXHIBIT E Location of Fence Legend Fence 1;1;31?I Subject Prop" ® Firing M Ranch's AdjciMig Property nu rra; R 1Dr [Y•7e`7!�76�t7 f+e'p&M i�7 ;!%E MAW : "d m* Or) BIN a xa �Ih Kt GSfG... FAO. Neu. HRCAN, Ge. zm, iGRk KaCA wML, Oreiia= Seavey, Eftl AWL AMM Eat ff- ... u I��S►xmepk ieiOpeew"�eefhiap e>oreFpr R, are Gee Gtur' F 21 EXHIBIT F Water Mitigation Application 22 sNs... T411 4 KITTITAS COUNTY DEPARTMENT OF PUBLIC WORKS Water T itigation Certificate Application Guidelines o For each Kittitas County Water Mitigation Certificate Application, all components must be present at the time of submittal. e Please follow the checklists below to ensure you meet the application requirements. • Please allow up to 10 business days for processing. o Incomplete applications will not be accepter( and will be returned to the applicant. All applicable fees may be non-refundable. Q Complete all parts of application, including notarized statement and irrigation affidavit. If you need information pertaining to your parcel to assist you with the application, please visit the ❑ Kittitas County Assessor's website httr)://taxsifter.co.i..Ltitas,mLau$/Seam,itesults.as x to conduct a parcel search. ❑ Attach a full legal description of the parcel. Legal descriptions can be found on the property title. You may request copies at the Kittitas County Auditor's office. 13 Water Metering Agreement ❑ Well log - required if well was drilled after December 2, 2015. If the parcel is eligible for the over the counter program, a well most be drilled prior to mitigation application submittaL Submit completed application to Kittitas County Public Works. Payment for applicable fees must be in the form of check or cash. Kittitas County Public Works sloes accept credit cards in the office, ❑ but there is a 2.491/6 charge. Package A cost: $3,895 Package B cost: $4,810. 10 annual metering fee: $180. At time of application, Package A total cost is: $4,075.00 Package B total cost is: $4,990.00 (includes first year of metering) Kiltt tvi Caunly Water Bank Mitigatioo Package,': Package A: Applicants with access to outdoor irrigation (as determined by a signed affidavit) will be required to purchase mitigation Package A. Includes an annual average of 275 gallons per day of indoor domestic use only. The daily maximum withdrawal allowed on any given day is 825 gallons per day, on condition that the annual average is not exceeded. Package B: Applicants without access to outdoor irrigation (as determined by a signed affidavit) will be required to purchase mitigation Package B. Includes an annual average of 275 gallons per day (indoor use only) with 25 Gallons per day (outdoor use) measured at --500 square feet of lawn/garden. The daily maximum withdrawal allowed on any given day is 900 gallons per day, on condition that the annual average is not exceeded. 411 N. Ruby St. Suite 1 IT -1. (509) 962-7523 Ellensburg, WA 98926 FAX (549) 962-7663 ORBS .. TO F KITTITAS COUNTY DEPARTMENT OF PUBLIC WORKS Ti►St:DLfTTY -.� WATER NIITIGATION CERTIFICATE APPLICATION Application for: 0 Mitigation Package A $47075.00 Payment Method: 0 Check _ 0 Mitigation Package B $4,990.00 0 Cash 0 Card Owner Name: Mailing Address: Phone Number: Email Address: Applicant Name: Mailing Address: Phone Number: Email Address: Project Specific Parcel Information Assessor's Parcel #: Map #: Situs Address: Legal description of property (attach additional sheets as necessary): Project Information Proposed project description: Is the well part of a public water system? 0 Yes ❑No If Yes, Name of Public Water System: Is the well part of a shared well? ❑ Yes ❑No If YES, parcel# where well is located: Permit # Date Stamp Please choose one of the fallawine: ❑ My well was drilled before December 2, 2015 17 My well was drilled after December 2, 2015 0 No well has been drilled Kittitas County Water Mitigation Application Page i of 5 411 N. Ruby St- Suite i TEL (509) 962-7523 Ellensburg, WA 98926 FAX (509) 962-7663 ATEMENTS OF I understand that an application for a residential building perm it must be submitted within two (2) years of issuance of this mitigation certificate. Water use on this parcel from the groundwater well with the tag number listed above should not exceed the use described in the package chosen. Mitigation is for use on the above mentioned parcel only and is not transferable for use at other locations or for any other uses, Mitigation for indoor domestic use applies to water for drinking, bathing, sanitary purposes, cooking and laundering. It also includes incidental uses such as washing windows, car washing, cleaning exterior structures, care of household pets, etc. I understand that if package A is purchased, then I am limited to an annual average of 275 gallons per day of indoor domestic use only. The daily maximum withdrawal allowed on any given day is 825 gallons per day, as long as the annual average is not exceeded. I understand that if package 13 is purchased, then I am limited to an annual average of 275 gallons Initials per day of indoor domestic use only and up to.an annual average of 25 gallons per day for outdoor irrigation of up to 500 square feet. The daily maximum withdrawal allowed on any given day is 900 gallons per day, as long as the annual average is not exceeded. I understand that if I am later required to connect to a municipal water source, the mitigation certificate associated with the parcel will be returned to the Kittitas County Water Bank and will be documented on the property title. The portion of the fee that covers the cost of water and any work not completed may be refunded minus the cost of any processing efforts completed. I understand that unless my mitigation certificate is issued under the Kittitas County Water Bank Over the Counter program, it is subject to final issuance/approval from the Washington State Department of Ecology and could therefore be denied. The portion of the fee that covers the cost of water and any work not completed may be refunded minus the cost of any processing efforts completed. I agree not to plant any trees or shrubs over my septic drain field_ I understand that should I not comply with the statements above and all requirements in Kittitas County Code Title 132, enforcement action shall be taken through Kittitas County Code Title 1.8. I have read and understand the statements listed above. Property Owner Signature: Date: Kittltas County Water Mitigation Application Page 2 of NOTARIZED STATEMENT 1, (the undersigned applicant) under penalty of perjury in the State of Washington agree to comply with all sections of this document, federal, state, and local provisions, codes, and ordinances in regards to water use. These covenants and agreements shall be binding on all parties having or acquiring any right, title, or interest in this land described herein or any part hereof and it shall pass to and be for the benefit of each owner thereof I certify that the information provided is true and accurate and I understand that if the project description should change that it is my responsibility to inform Kittitas County Department of Public Works (KCDPW) and that the department may require different and/or additional requirements. As the applicant, I assume all risk in its entirety and agree to indemnify defend and hold Kinitas County, its departments, elected and appointed officials, employees, and agents, harmless from and against any and all claims, damages, losses and expenses, including reasonable attorney's fees, for any bodily injury, sickness, disease, or death, or any damage to or reduction in value of property including the loss of use resulting there from which are alleged or proven to be caused in whole or in part by a negligent act or omission of its officers, directors, and employees. As the applicant, I understand that 1 am legally and financially responsible for ensuring there is a legal right to the water to be used, and that all water supply systems are engineered, designed, and constructed in accordance with federal, state and Iocal requirements. I understand that all applicable fees may be non-refundable and that KCDPW may have additional requirements to ensure that sufficient and adequate water supply is available for use and I shall comply with all requests made by KCDPW. Should i as the property owner choose to use and appoint an authorized agent to represent my interest, I may do so, by having myself and the authorized agent sign this notarized statement. Signed: Print Name: I, Authorized Agent Signature (if applicable): State of Washington ) 55 Property Owner(s) Property Owner(s) (the property owner) appoint, as an authorized agent to represent my interest. Authorized Agent Print Name; Authorized Agent County of ) 1, the undersigned, a Notary Public in and for the above named County and State, do hereby certify that on this day of , 20__, personally appeared before me, who is personally known to me whose identity I proved on the basis of _ whose identity I proved on the oath/affirmation of , a creditable witness to be the signer of the above instrument, and he/she acknowledged that he/she signed it. to me known to be the person(s) described in and who executed the within and foregoing instrument, and acknowledged that he/she signed the same as his/her voluntary act and deed, for the uses and purposes therein mentioned. Witness my hand and official seal hereto affixed (Notary Seal) Notary Public in and for the State of Washington, Residing in: My Commission Expires; Kittitas County Water Mitigation Application Page 3 of 5 AFFTOAVIT OF IRRIGATION WA'T'ER AVAILABILITY STATE OF WASHINGTON ) } ss. COUNTY OF KITTITAS } 1, . the undersigned, do hereby affirm and attest to the following: 1) 1 am the owner of certain real property located in Kittitas County, Washington, with a physical address and/or parcel number of. Parcel Number: Address: 2) 1 declare that: 13 The above described property has access to an irrigation water supply for outdoor use (please check one of the boxes below). (Package "A") 0 Adequate water right for irrigation purposes © Accessible water shares from an irrigation district 13 Previously established beneficial use under permit exemption for irrigation purposes up to one half acre The above described property does W have access to an irrigation water supply for outdoor use (please check one of the boxes below). (Package `B") 13 No water rights for irrigation purposes available © No access to water rights for irrigation purposes 3) 1 further declare under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct. EXECUTER this day of 24 _ atWashington. Affiant Signature SUBSCRIBED and SWORN to (or affirmed) before me this day of , 20 (Notary Seal) NOTARY PUBLIC in and for the State of Washington, residing at My commission expires: Kittitas County Water Mitigation Application Page 4 of 5 Kittitas County Water Mitigation Application Page 5 of 5 FOR OFFICIAL USE ONLY Review oLAmlication Permit #: Application is complete? ❑Yes ❑No Full legal description attached? ❑Yes LINO Metering agreement attached? ❑Yes ❑No Irrigation affidavit attached? ❑Yes LINO If well drilled after December 2, 2015, well log included and I W5R construction requirements ❑Yes ONO ❑NA met? Applicant Notified? Date of Notification: Notification method: E3 Email ❑ Fax ❑ In-Person 13 Phone ❑yes❑No Evaluation Notes: Date: Notes: Date: Notes: Final Evaluation: REVIEWER: APPROVAL DATE: ❑ Water Mitigation Package A Cost; $3$45 ❑Water Mitigation Package B Cost: $4810 13Water Metering 1st year Cost: $180 Total Fee Due: $ Receipt #: Kittitas County Water Mitigation Application Page 5 of 5 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Name: Address: (Space above this line is for Recorder's Use) KITTITAS COUNTY WATER METERING AGREEMENT This Water Metering Agreement (the "Agreement") is made and entered into by and between (the "Owner") and the County of Kittitas, a municipal corporation of the State of Washington acting by and through the Kittitas County Public Works Department (the "County"), sometimes referred to herein jointly as "Parties" or individually as "Party". Recitals WHEREAS, Owner is the owner of, or has an interest in, certain real property (the "Property") located in Kittitas County, Washington, with a parcel number and/or address of: Parcel Number: Address: and as more fully described on the attached Exhibit "A" and incorporated by this reference; and WHEREAS, Owner intends to extract groundwater from a mitigated well or wells (the "well") located on the property; and WHEREAS, the parties desire to provide for the metering of each well through the installation of a water -measurement device (the "water meter") to measure the Owner's mitigated water usage; and NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Purchase and Installation. Owner shall install a water meter in accordance with the County's requirements for the Kittitas County Mitigation and Metering Program, including but not limited to, Kittitas County Code ("KCC") 13.40.030. Water Metering Agreement - Page 1 of 2. Installation Cost Reimbursement. Owners may submit an invoice requesting reimbursement for the costs associated with installation of the water meter provided by the County. Installation costs include either the fees paid for professional installation or the fees associated with self -installation for required parts. The County will reimburse for installation costs up to $750.00 for either the professional installation costs or the costs for the applicable parts purchased specific to the installation for self -installers upon written proof of such costs. Time and labor fees associated with self -installation are non -reimbursable. Invoices should be submitted before the time of the water meter final inspection and should include any applicable supporting documentation, such as, receipts and invoices from a professional. The County holds the right to verify all invoices and suspect/fraudulent invoices will be turned over to law enforcement for investigation and possible criminal charges. 3. Repair and Maintenance. Owner shall be responsible for the cost of any and all maintenance, repair, or replacement of the water meter necessary to ensure proper water meter functionality. Owner shall notify the County if the water meter becomes damaged or requires replacement. In the event that Owner fails to ensure proper water meter functionality, the County shall perform the necessary maintenance, repair, or replacement of the water meter at the cost of the Owner. 4. Water Meter Reading. The County shall monitor and analyze water usage data at least once during each of the following months: March, July, August, September, and October. 5. Ingress and Egress. Owner hereby grants to the County or designee an irrevocable license for ingress and egress across the property, and shall make provision for access to the property by County personnel, for the purpose monitoring and analyzing water usage data from each water meter on the property, performing maintenance, repair, or replacement of the water meter, and ensuring compliance with the terms of this agreement. G. Site Conditions. Owner shall maintain the property in a manner to allow safe, reasonable access by County personnel to all water meters with or without prior notice, during regular County business hours, or at any time in the case of emergency. 7. Billing. The County shall provide to Owner a billing statement for payment of fees set by the Kittitas County fee schedule. 8. Unpaid Fees. Owner understands and agrees payments not received within 30 days of the due date shall be delinquent and may incur a late fee of up to 121/10 per annuum. Failure to pay may result in legal action and the imposition of civil penalties. 9. No By -Pass. Owner shall not by-pass the water meter or take any action which would affect the accuracy of the domestic use water meter readings or the proper functionality of the water meter. IQ. Non -Compliance. Failure to comply with the terms of this agreement may result in legal action and the imposition of civil penalties. Water Metering Agreement - Page 2 of 7 11. Data Collected. Owner agrees that the County shall have the right to collect, monitor, analyze, and disseminate data on mitigated water usage for the purposes of evaluation and analysis. Mitigation and metering data will be provided to the Washington State Department of Ecology and the Water Transfer Working Group. 12. Agreement as Covenant Running With the Land. This Agreement and the covenants contained herein shall be construed as running with the land, and shall be fully binding on all successors, heirs, and assigns of the Owner who acquire any right, title, or interest in or to the property, or any part thereof. Any person who acquires any right, title, or interesting in or to the Property, or any part thereof, thereby agrees and covenants to abide by and fully perform the provisions of this agreement. 13. Recording. Upon execution by the parties, Owner shall cause this agreement to be recorded in the real property records of the office of the Kittitas County Auditor. 14. Indemnity. The Owner agrees to and shall defend, indemnify and hold harmless the County, its successors and assigns, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its successors and assigns, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, damage to the property, including loss of use thereof, the water meter, other property damage or harms for which recovery of damages is sought by any person or persons whether such injury to persons or damage to property is due to the negligence of the Owner, it's employees or agents, except only such injury or damage as shall have been occasioned by the sole negligence of the harmless the County, its successors and assigns, appointed or elected officials, agents, or employees. 15. Notices. All notices, requests, demands, correspondence, and other communications to the respective parties of this Agreement shall be in writing and shall be deemed to have been duly given on the date personally served or within three (3) days after the date of mailing, if mailed, by first-class mail, registered or certified, and addressed to the address set forth below: Water Metering Agreement - Page 3 of 7 For the County: Kittitas County Public Works Attn: Water Metering Program 411 N Ruby St., Suite 1 Ellensburg, WA 98926 For the Owner: 16. Legal Compliance. The Owner shall comply with all applicable federal, state and local laws, rules, regulations and ordinances, including but not limited to, KCC Title 13. 17. Severability. If any terns or condition of this agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this agreement are declared severable. 18. Entire Agreement. This agreement, including the recitals, section headings, and attached exhibit constitutes the entire agreement of the parties. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this agreement. 19. Amendment. No modification, change of terms, or amendment of this agreement shall bind either party unless in writing and signed by both parties. 20. Assignment. No portion of this agreement may be assigned to any other individual, firm or entity without the express and prior written approval of the County. 21. Waiver. Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. 22. Venue and Choice of Law. In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this agreement, the venue of such action of litigation shall be in the Superior Court of the Stage of Washington in and for the County of Kittitas. This agreement shall be governed by the law of the State of Washington. IN WITNESS WHEREOF, the parties have executed this agreement on the following two (2) signature pages on the dates as indicated, and hereby acknowledge that the parties have read this agreement, understand it, and agree to be bound by its terms and conditions. Water Metering Agreement - Page 4 of 7 SIGNATURE PAGE: FOR THE COUNTY Kittitas County Public Works Department Dated: STATE OF WASHINGTON ) } 55. COUNTY OF KITTITAS ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument and acknowledged it to be his/her free and voluntary act for the uses and purposes mentioned in the instrument. Subscribed and sworn/affirmed to before me this this day of 20 (Notary Seal) Notary Public in and for the State of Washington Residing at Water Metering Agreement - Page 5 of 7 SIGNATURE PAGE: FOR THE OWNER Signature Printed Name Dated: STATE OF WASHINGTON ) ) ss. COUNTY OF KITTITAS ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument and acknowledged it to be his/her free and voluntary act for the uses and purposes mentioned in the instrument. Subscribed and sworn/affirmed to before me this this day of 320 (Notary Seal) Notary Public in and for the State of Washington Residing at Water Metering Agreement - Page 6 of 7 EXHIBIT "A" REAL PROPERTY DESCRIPTION Water Metering Agreement - Page 7 of 7 EXHIBIT G Included Water Rights WR# 1 Adjudicated Certificate No. 54-84227-J Source: Spring Creek / Yakima River Use: ]nstreann flow and mitigation Period of Use: April 1 through October 15 Quantity: Primary Reach - 1.39 cubic feet per second, 307.88 acre- feet per year. Secondary Reach — 64.9 acre-feet per year, to be distributed throughout the irrigation season as follows: 0.10 cfs, 6.35 acre-feet in May; 0.26 cfs, 15.21 acre-feet in June; 0.29 cfs, 18.02 acre-feet in July; 0.25 cfs, 15.34 acre-feet in August; 0. 15 cfs, 8.74 acre-feet in September; 0.02 cfs, 1.25 acre- feet in October. Priority Date: May 24, 1884 Point of Diversion: 400 feet south and 1,000 feet west from the center of Section 24, being within the NW'/4NE%SW'/4 of Section 24, T. 17 N., R. 18 E.W.M. Place of Use: Primary Reach: beginning at the point of diversion on Spring Creek/Yakima River at a point approximately 400 feet south and 1,000 feet west from the center of Section 24, being within the NW'/4NE%dSW'/4 of Section 24, T. 17 N., R. 18 E. W.M., and ending at the confluence of the Yakima River and Spring Creek at River Mile 148.5. Comments: Secondary Reach: beginning approximately at River Mile 148.5 on the Yakima River at a point approximately 3,000 feet south and 300 feet west of the northeast corner of Section 25, T. 17 N., R. 18 E. W.M., and continuing downstream on the Yakima River to the confluence with the Columbia River This water right reflected changes approved pursuant to Water Right Change Application No. CS4-02133sb9 36 WR# 2 Adjudicated Certificate No. S4 -84228-J Source: Yakima River Use: Instream flow and mitigation Period of Use: April l through October 15 Quantity: Primary Reach — 2,07 cubic feet per second, 698.94 acre- feet per year. Secondary Reach --147.75 acre-feet per year, to be distributed throughout the irrigation season as follows: 0.14 efs, 14.40 acre-feet in May; 0.33 cfs, 31.83 acre-feet in .lune; 0.44 cfs, 44.03 acre-feet in July; 0.35 cfs, 34.81 acre- feet in August; 0.21 cfs, 14.83 acre-feet in September; 0.03 cfs, 2.85 acre-feet in October. Priority Date: June 30, 1900 Point of Diversion: 300 feet north and 1,200 feet east from the southwest corner of Section 11, being within the SW',4SW'/4 of Section 11, T. 17 N., R. 18 E.W.M. Place of Use: Primary Reach: beginning at the point of diversion on the Yakima River at a point approximately 300 feet north and 1,200 feet east from the southwest corner of Section 11, being within the S W'/,S W'/a of Section 11, T. 17 N., R. 18 E.W.M., and ending at the confluence of the Yakima River and Spring Creek at River Mile 148.5. Comments: Secondary Reach: beginning approximately at River Mile 148.5 on the Yakima River at a point approximately 3,000 feet south and 300 feet west of the northeast corner of Section 25, T. 17 N., R. 18 E.W.M., and continuing downstream on the Yakima River to the confluence with the Columbia River This water right reflected changes approved pursuant to Water Right Change Application No. CS4-02133sb9@1 37 AGREEMENT REGARDING POST -CLOSING ACTIONS AND IMPROVEMENTS This Agreement Regarding Post -Closing Actions and Improvements (the "Agreement"), is effective as of the Ja day of 2021, (the "Effective Date") by and between FLYING M RANCH, a Washington limn d liability company ("Flying M"), Michael K. Moeur Sr. and Betty Q. Moeur, husband and wife ("Moeurs"), M. Kelly Moeur Jr. ("Kelly") and KITTITAS COUNTY, apolitical subdivision of the State or Washington (the "County"). Flying M, Moeur, Kelly and the County are sometimes referred to herein individually as a "Party", and collectively as, the "Parties", RECITALS Flying M owns, or will have acquired, certain real property located in Kittitas County, Washington, as is more particularly described in the attached Exhibit A (the "Subject Property"). Flying M has entered into an Option Agreement dated as of t • , 2021 (the "TPL Option Agreement") with the Trust for Public Land, a California nonprofit public benefit corporation ("TPL") granting to TPL an option to purchase the Subject Property. It is TPL's intention to exercise the option created under the TPL Option Agreement and purchase the Subject Property. If TPL exercises its option to purchase the Subject Property, it is TPL's intention to convey the Subject Property to the County. TPL has entered into a purchase and sale agreement with the County dated as of PUL(A 1 _ , 2021 (the "TPL-County AgreemenfI in which TPL has committed to convey the Subject Property to the County if and when TPL purchases the Subject Property from Flying M. Flying M is not a party to the TPL-County Agreement, and the County is not a party to the TPL Option Agreement. The County's acquisition of the Subject Property will provide the County with an opportunity to mitigate the risk and effects of potential flooding in the Yakima River Valley as well as providing public open space and recreational opportunities for the people of Kittitas County. Flying M, Moeur, or Kelly also own nine additional parcels located adjacent to the Subject Property, which parcels are described on attached Exhibit B (the "Flying M Adjacent Property'. The County's eventual acquisition and use of the Subject Property may have adverse post -closing impacts on the Flying M Adjacent Property. As a condition to selling the Subject Property to TPL, Flying M has asked the County to take certain steps to minimize or eliminate specific post -closing risks to the Flying M Adjacent Property, and the County has agreed to take certain post -closing actions and make certain improvements to the Flying M Adjacent Property to reduce or mitigate such risks. The purpose of this Agreement is to memorialize those actions the County will take and the improvements the County will construct following TPL's purchase of the Subject Property and concurrent conveyance of the Subject Property to the County. TPL's right to purchase the Subject Property, Flying M's obligation to convey the Subject Property to TPL, and TPL's obligation to convey the Subject Property to the County, are all expressly contingent on (i) the County and Flying M executing this Agreement; and (ii) the satisfaction of all contingencies and conditions precedent set forth in both the TPL Option Agreement with Flying M and the TPL-County Agreement, which contingencies include, but are not limited to, the execution of a lease or rental agreement between the County and Flying M covering an existing residential structure located on a portion of the Subject Property known as the 1030 Stone Road, and the County's issuance of seven (7) water mitigation certificates to Flying M as a part of the Purchase Price for the Subject Property AGREEMENT NOW, THEREFORE, in consideration of TEN and NO/100 DOLLARS, and the mutual covenants of the Parties set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 1. Incorporation of Recitals. The Recitals set forth are hereby expressly incorporated into this Agreement. 2_ Purpose. The purpose of this Agreement is to memorialize the post -closing rights and obligations assumed by the County and Flying M with regard to actions to be taken and improvements to be made to or for the benefit of the Flying M Adjacent Property by the County following the County's acquisition of the Subject Property from TPL. 3. No Third Party Beneficiaries. This Agreement is' intended for the benefit of Flying M, Moeur and Kelly and the County and their respective heirs, assign and successors in interest only, and does not confer any rights on the general public or any third parties, nor is it enforceable against the Parties by the general public or any third parties. 4. Post -Closing Action or Improvement No 1: Flood Mitigation Berm for Existing Residential Structure on Assessor's Parcel # 702036 of Flying M Adjoining Property. The County's acquisition and intended future uses of the Subject Property may create an increased risk of damage by flooding to the residential structure currently located on Assessor's Parcel No. 702036 of Flying M Adjacent Property. The County will mitigate for this increased risk caused by anticipated additional flood rise on Assessor's Parcel #702036 by constructing a Flood Mitigation Berm on Assessor's Parcel No. 702036 in the location depicted on attached Exhibit C (the "Flood Mitigation Berm"). The Flood Mitigation Berm shall be designed and constructed according to the following specifications and terms: (a) Size of Berm; The County will utilize the results of the most recent Yakima River avulsion study (Watershed Science and Engineering's "Hansen Pits Channel Mitigation and Avulsion Risk Assessment") to determine the degree of mitigation OA necessary to deal with potential increases in flood depth predicted around the existing residential structure on Assessor Parcel 9 702036 on the Flying M Adjoining Property from removal of the Hanson Pits levee on Assessor's Parcel ## 17895 or the removal of the downstream berm on parcel 4508933). The avulsion study's flood inundation map will provide the predictive flood depth that will inform the required height of the Flood Mitigation Berm. (b) The County will share with Moeur and Kelly (i) the results of the Hansen Pits Channel Mitigation and Avulsion Risk Assessment, and (ii) the resulting recommended height of the Flood Mitigation Berm, and (iii) the specific design specifications for the Flood Mitigation Berm once the County has results from the avulsion study and before the County commences construction of the Flood Mitigation Berm. (c) The County will construct the Flood Mitigation Berm before or concurrently with any County actions being undertaken at Hansen Pits. The County shall be solely responsible for the design, pennitting, construction and cost of the Flood Mitigation Berm. The County will complete the design and construction of the Flood Mitigation Berm in a diligent and workmanlike manner and in compliance with all applicable local, state and federal requirements for such design and construction work. The County may complete the design and construction work using County employees, or, at its sole discretion, by hiring third party contractors to complete the work. The County shall be responsible for ensuring that the Flying M Adjacent Property is free from any liens or encumbrances arising from the design, permitting and construction work on the Flood Mitigation Berm. (d) Moeur and Kelly shall grant to the County a temporary construction easement over the Flying M Adjacent Property in order for the County to have access to the Flying M Adjacent Property as is reasonably necessary and convenient to complete the design and construction of the Flood Mitigation Berm. (e) The County shall present the results of the avulsion risk analysis and berm design specifications to Moeur and Kelly no later than December 31, 2021, shall commence construction of the Flood Mitigation Berm no later than December 31, 2025, and shall complete construction of the Flood Mitigation Berm no later than December 31, 2027. The County will not make modifications to existing flood protection structures at Hansen Pits before commencing construction of the Flood Mitigation Berm. 5. Post -Closing Action or Improvement No 2: Fence. The County's acquisition and management of the Subject Property as a public open space and recreational area will attract members of the general public to the Subject Property. Without clear delineation of the Subject Property from the retained Flying M Adjacent Property, visitors to the Subject Property once it is in County ownership may result in members of the public mistakenly trespassing onto the Flying M Adjacent Property. To reduce the risk of such trespassing, the County will construct a fence separating a portion of the Subject Property from the Flying M Adjacent Property for the purpose of thwarting public access to the Flying M Adjacent Property (the "County Fence"). The County Fence shall designed and constructed according to the following specifications and terms: 3 (a) The County Fence shall be located on the Subject Property as indicated on attached Exhibit D. (b) The County Fence shall use either (i) Four -strand barbed wire with wood posts at every 60 feet and metal T posts at every 20 feet with wood post corner reinforcing; (ii) Five - strand smooth wire with wood posts at every 60 feet and metal or fiberglass T posts at every 20 feet with wood post corner reinforcing; or (iii) Such other fencing material as may be mutually agreed to in writing between the County and Flying M. (c) The County shall be solely responsible for the design, permitting, construction and cost of the County Fence. The County will complete the design and construction of the County fence in a diligent and workmanlike manner and in compliance with all applicable local, state and federal requirements for such design and construction work. The County may complete the design and construction work of the County Fence using County employees, or, at its sole discretion, by hiring third party contractors to complete the work (d) Moeur and Kelly shall grant to the County a temporary construction easement over the Flying M Adjacent Property in order for the County to have access to the Flying M Adjacent Property as is reasonably necessary and convenient to complete the design and construction of the County Fence. (c) The construction of the County Fence shall be completed no later than two (2) years from the date on which the County takes title to the Subject Property. (f) Notwithstanding the foregoing, before the County has commenced construction of the County Fence, Moeur and/or Kelly may notify the County in writing that they wish to see an upgrade in the design or materials of the County Fence beyond the specifications set forth above. if the County has not yet begun construction of the County Fence, then upon the County's receipt of such a request, Moeur, Kelly and the County will enter into a separate cost -share agreement whereby Moeur and Kelly will assume all responsibilities for the design and construction of the County Fence, and the County will pay to Flying M the sum of Ten Thousand Dollars ($10,000.00) towards the cost of the upgraded County Fence, which payment, once made by the County to Moeur and Kelly, shall be the County's sale obligation under this Agreement with regard to the design and construction of the County Fence. 6. Future Maintenance. The County shall be responsible for any necessary future maintenance, repair or replacement of the County Fence caused by normal wear and tear. Flying M will be responsible for any repair of the Flood Mitigation Bern and will be responsible for repair of the County Fence caused solely by the actions of Moeur and/or Kelly. 7. Indemnity. County shall defend, indemnify, and hold harmless Moeur, Kelly, and Flying M and all of Flying M's directors, officers, employees, and agents for, from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, 4 without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "claims") arising from any act or omission of County or a County contractor in connection with the County's design and construction of the Flood Mitigation Berm and the County Fence. Flying M, Moeur and Kelly shall defend, indemnify, and hold harmless the County and its employees and agents for, from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "claims") arising from any act or omission of Moeur, Kelly or Flying M or their contractors in connection with the design and construction of the County Fence if they exercise their right to upgrade the design of the County fence and assume responsibility for the design and construction of the County Fence. The indemnity and hold harmless described above applies to, without limitation, any claims for: injury to or death of persons; damage to property; nuisance; mechanics' and materialmen's liens; workers' compensation and unemployment taxes; fines and penalties; release of hazardous substances including, without limitation, petroleum products and chlorinated solvents, and claims arising from either Party's activities under this Agreement. 8. Assignment. This Agreement shall be freely assignable by Flying M, Moeur and/or Kelly to any purchaser or successor in interest to ownership of the Flying M Adjacent Property. County shall not assign or transfer any of its rights under this Agreement without the prior written consent of Moeur and Kelly, which consent shall not be unreasonably withheld. 9. Successors and Assigns. The rights and obligations herein shall inure to the benefit of and be binding upon the respective heirs, devisees, successors and assigns of the Parties. 10. Severabili • Relation to Existine Law. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the post -closing work contemplated by this Agreement is not affected in any manner adverse to either Party. Upon any such determination, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the post -closing work contemplated by this Agreement is fulfilled to the extent possible. Notwithstanding any other provision of this Agreement, the invalidation of any provision herein relating to the Parties' remedies shall not be interpreted to prevent an injured Party from seeking actual damages. If subsequent to the date of this Agreement valid State or Federal laws or regulations governing the relationship between Flying M and County take effect, this Agreement shall be considered to incorporate such laws or regulations so long as they shall be effective, and any provision of this Agreement in conflict therewith shall during such period be void. 11. No Waiver. No failure of either Party to exercise any power given hereunder or to insist upon strict compliance with any obligations specified herein, and no custom or practice at variance with the terms hereof, shall constitute a waiver of any Party's right to demand strict compliance with the terms hereof; provided, however, that any Party may, at its sole option, waive any requirement, covenant or condition herein established for the benefit of such Party without affecting any of the other provisions of this Agreement. 12. Entire Agreement: Construction. This Agreement sets forth the entire and complete agreement between the Parties with respect to the subject matter hereof. Any prior agreements, commitments, or representations, express or implied, between the Parties are superseded by this Agreement. This Agreement may be altered, amended, or repealed only by a written instrument executed by both Parties. No provisions of this Agreement shall be construed against or interpreted to the disadvantage of any Party hereto by any court or governmental or jurisdictional authority by reason of such Party having been deemed to have structured, written, drafted or dictated such provisions. The Recitals to this Agreement and the Exhibits attached to this Agreement are incorporated herein by this reference. The captions and headings of this Agreement are for convenience only and shal l not define, limit, or describe the applicability, scope, meaning, or intent of any provision of this Agreement. Capitalized terms which are defined in the recitals hereof shall have the meaning given. 13. Remedies. In the event either Party fails to fulfill its obligations under the Agreement, the other Party shall have available to it all rights and remedies available at law or in equity. 14.Attorneys' Fees. In the event any arbitration, action, suit or legal proceeding is instituted by either Party to this Agreement, the prevailing Party shall be entitled to recover from the non - prevailing Party both reasonable attorney fees and reasonable expert witness fees as determined by the court or arbitration panel, both at trial and on appeal or review and in bankruptcy, whether or not the matter in dispute involves an issue peculiar to federal bankruptcy law. Attorney fees and expert witness fees shall be in addition to other costs and disbursements allowed by law. "Prevailing Party" shall be determined by the arbitrator, or any court, as the true prevailing party (not statutorily prevailing party) after taking into consideration any settlement offers made by the Panties and the number and importance of issues to be determined. 15. Disputes. If disputes arise under this Agreement, the Parties will first attempt to negotiate a solution through the following process: (a) the initiating party will present a written explanation of the dispute and the remedy requested; (b) within 14 business days after receiving such a statement, the other party will respond by either agreeing to the requested remedy, counter -proposing a different remedy, or explaining why the issue does not justify any remedy; and (c) if the matter is not settled within 10 days after the response is received by the initiating party, the dispute shall be settled by binding arbitration. If the Parties are not able to promptly agree on an arbitrator and the arbitration rules to be used, the initiating party may offer a list of at least 5 candidates for arbitrator and the arbitration rules each candidate would use if selected, and the responding party will choose the arbitrator from that list. Each candidate must have at least 15 years of real estate law experience and special training or experience in arbitration of business disputes. The arbitration award shall be final and binding on the parties and judgment on any award may be enforced in any court having jurisdiction thereof. The arbitration shall be held in Kittitas County, Washington. 16. Notices. All notices required or permitted to be given hereunder, or given in regard to this Agreement by one Party to the other, shall be in writing and the same shall be given and be deemed to have been served, given and received (i) if delivered by hand, when delivered in person, (ii) if rl sent by reputable overnight courier (such as Federal Express or UPS), on the next business day following the date on which the notice was sent, or (iii) if mailed, when placed in the United States mail, postage pre -paid, by certified mail, return receipt requested, addressed to the Party at the address hereinafter specified. Any Party may change its address for notices by giving five days advance written notice to the other Party hereto in the manner provided for herein. Until changed in the manner provided herein, the Parties' respective addresses are as follows: If to Flying M, Moeur or Kelly: Michael Moeur, Sr. 183 Ringer Loop Ellensburg, WA 98926 Flying M Ranch, LLC 183 Ringer Loop Ellensburg, WA 98926 Attn: Michael Moeur, Sr. With a copy to: If to County: Kittitas County 411 North Ruby, Suite I Ellensburg, WA 98926 Attn: Arden Thomas 17. Governine Law., Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington. In addition, the Parties agree that in the event of any dispute concerning this Agreement, venue for any cause of action arising out of, or having to do with, this Agreement shall be, and is, in State or Federal Court serving the Kittitas County. The Parties waive any right to a claim of forum non conveniens. IN WITNESS WHEREOF, this Agreement is executed on the date of the acknowledgment below but shall be effective for all purposes as of the Effective Date. FLYING M RANCH � J By:—& Printed Name: Michael K. Moeur, Sr. Title: Individually and as Governor of Flying ch, LLC RT KITTITAS COUNTY: By . s h112,1 Printed Name: Brett Wachsmith Title: Chairman, Board of County Commissioners 7 By: �-Z� 4r- )) /,V�- 2, Printed Name: Betty Q. Moeur Title: Individually_ and as Governor of Flying M Ranch LLC By: ;KIAA r Printed Name: M. Kelly Moeur, Jr. Title: Individually and as Governor of FlyingMM Ranch, LLC ACKNOWLEDGMENTS State of Washington ) ) ss. County of Kittitas ) On this L�Aay of �, 2021, before me, the undersigned Notary Public in and for the State of Washington, personakyy appeared Michael K. Moeur, Sr., personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument individually and as Governor on behalf of the Flying M Ranch, LLC, the Washington Limited Liability Company named therein and acknowledged to me that the limited liability company executed said instrument as its free and voluntary act and deed for the uses and purposes therein mentioned, and on oath stated that he was authorized to so execute said instrument. IN WITNESS WHEREOF, I have hereunto set my day and year first above mentioned. µ10S 'ZT/7 07ARY PUBLIC N State of Washington ) ) ss. County of Kittitas ) Print my oQrcial seal the N T Y PUBLIC/in and f�; the State of A residing at SII My app murnent expires: $ j i On this �S*day of M0, 2021, before me, the undersigned Notary Public in and for the State of Washington, personally appeared Betty Q. Moeur, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument individually and as Governor on behalf of the Flying M Ranch, LLC, the Washington Limited Liability Company named therein and acknowledged to me that the limited liability company executed said instrument as its free and voluntary act and deed for the uses and purposes therein mentioned, and on oath stated that she was authorized to so execute said instrument. IN WITNESS WHEREOF, I have hereunto set my t d a d my fiicial seal the day and year first above mentioned. r p�glpl/lp� *o+ X105 C Print N e: v�•.•••peloj �•.. % NOTARY PUBLIUn and f the Ptabrof s = pT�RY i%Nresiding at My ap mtment expires: a U PUBIOU = ' �cI �Ex OF WAS�.1•"Aa V State of Washington ) ) ss. County of Kittitas ) On this� day of , 2021, before me, the undersigned Notary Public in and for the State of Washington, perso y appeared M. Kelly Moeur, Jr., personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument individually and as Governor on behalf of the Flying M Ranch, LLC, the Washington Limited Liability Company named therein and acknowledged to me that the limited liability company executed said instrument as its free and voluntary act and deed for the uses and purposes therein mentioned, and on oath stated that he was authorized to so execute said instrument. I?►1 WITNESS WHEREOF, ]have hereunto set my had affi my o ial seal the day and year first above mentioned. a w0•10nVf ft Print N : i �'tigc3ta"a "y.L`O NOTARY PUBLI in and f r the State of 2;� p�ARY residing at My app6intment. expires: � ' PUBUG �• :' State of Washington ) of", ) ss. County of", ) On this 1 f "day of J11Aq , 2021, before me, the undersigned Notary Public in and for the state of Washington, personally appeared Brett Wachsmith personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as the authorized agent of KITTITAS COUNTY, to be the free and voluntary act of such entity for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above mentioned. �S-ox�\\ti1N I I U1111'. j" KJO; ��,, tint Name: : p�`' �����, NOTARY PUBLIC in and f the State of jlf�}� residing at yf 00 - - My appointment expires: 0 /1 el �3 i Al - 2 Vi�"1111 01P WAS �E` V J?►10.2 FAQ 10 EXHIBIT A The Subject Property Kittitas County, Washington Legal Description PARCELS K, L, M, N, and P OF THAT CERTAIN SURVEY RECORDED DECEMBER 16, 2020 IN BOOK 43 OF SURVEYS AT PAGES 89-91, UNDER AUDITOR'S FILE NO. 202012160060, RECORDS OF KITTITAS COUNTY, WASHINGTON; BEING A PORTION OF SECTIONS 24 AND 25 ALL IN TOWNSHIP 17 NORTH, RANGE 18 EAST, W.M. IN THE COUNTY OF KITTITAS, STATE OF WASHINGTON. AND PARCELS 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 26, 27, 28, 29,30,3 1, and R OF THAT CERTAIN SURVEY RECORDED JANUARY 20, 2009 IN BOOK 35 OF SURVEYS AT PAGES 247-249, UNDER AUDITOR'S FILE NO. 200901200068, RECORDS OF KITTITAS COUNTY, WASHINGTON; BEING A PORTION OF SECTIONS 24 AND 25 ALL IN TOWNSHIP I7 NORTH, RANGE 18 EAST, W.M. IN THE COUNTY OF KITTITAS, STATE OF WASHINGTON. II EXHIBIT B The Flying M Adjacent Property Kittitas County, Washington Legal Description PARCELS A, B, C, D, E, F, G, H, and J OF THAT CERTAIN SURVEY RECORDED DECEMBER l6, 2020 IN BOOK 43 OF SURVEYS AT PAGES 89-91, UNDER AUDITOR'S FILE NO. 202012160060, RECORDS OF KITTITAS COUNTY, WASHINGTON; BEING A PORTION OF SECTIONS 24 AND 25 ALL IN TOWNSHIP 17 NORTH, RANGE 18 EAST, W.M. IN THE COUNTY OF KITTITAS, STATE OF WASHINGTON. 12 EXHIBIT C The Flood Mitigation Berm Kittitas County, Washington Legend i 4 [ E=] A m ate Location F 0 100 260 406 Feat f. 13 11 EXHIBIT D The County Fence Kittitas County, Washington Legend Pence Swiect Pmpefty EM r -f&.9 W Ranch's Adic n'.i; Plo;erty TNZ --ap fS W.—J"'"'Ora l'oprm : %j 3'j ZOUME 90-~raP. hMPrAW: 12 ZM rMO, U=.: FAO. 1P.:. IN*Waft* E%fffty !%rrjag&lr. lfzr� Em Chm po" (0-momm, Bra 0* Go vwCemmolt) 14 BOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON RESOLUTION NO. 2021 - RATIFYING PURCHASE AND SALE AGREEMENT AND POST CLOSING ACTIONS AND IMPROVEMENTS AGREEMENT AND AUTHORIZING CHAIRMAN SIGNATURE ON CLOSING DOCUMENTS WHEREAS: On May 17, 2021, the Kittitas County Board of Commissioners entered into a Purchase and Sale Agreement with the Trust for Public Land for the purchase of approximately 226.1 lacres of land and two associated senior water rights; and WHEREAS: The Purchase and Sale Agreement states that the County has no obligation to purchase the property until a number of contingencies have been met, including the adoption by the Kittitas County Board of Commissioners of a resolution authorizing the purchase; and WHEREAS: An additional contingency identified in the Purchase and Sale Agreement is that the County has received funding from the Department of Ecology to fund the majority of the subject price; and WHEREAS: On May 17, 2021, the Kittitas County Board of Commissioners entered into a separate agreement with the current owners of the subject property to memorialize post -closing actions and commitments by Kittitas County; and WHEREAS: A public hearing was held, after due notice, on June 1, 2021 at 2:00 pm to discuss the authorization of such purchase, and whether the purchase was in the interest of the County. NOW THEREFORE, BE IT RESOLVED, Kittitas County shall purchase property from the seller, as contemplated in the Purchase and Sale Agreement that is hereby ratified; and BE IT FURTHER RESOLVED, once all contingencies in the Purchase and Sale Agreement have been met, the Chair of the Kittitas Board of County Commissioners is authorized to execute any further documents, on behalf of Kittitas County, necessary to close the transaction; and BE IT FURTHER RESOLVED, after Kittitas County shall implement the post -closing actions and improvements in the Post Closing Actions and Improvements Agreement that is hereby ratified, after Kittitas County closes the transaction. DATED this 1St day of June 2021, at Ellensburg, Washington. BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Brett Wachsmith, Chairman Attest: ❑ Clerk of the Board- Julie Kjorsvik Laura Osiadacz, Vice -Chairman ❑ Deputy Clerk of the Board- Mandy Buchholz Cory Wright, Commissioner