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HomeMy WebLinkAboutResolution_PSA Water Rights_Ratification of SignatureKITTITAS COUNTY DEPARTMENT OF PUBLIC WORKS 2022 AGENDA STAFF REPORT AGENDA DATE: July 5, 2022 ACTION REQUESTED: Request to Approve a Resolution to Ratify the Chair's Signature on the Water Rights Purchase and Sale Agreement with SOLAR DOLLAR LLC. BACKGROUND: Public Works desires securing water rights from Solar Dollar LLC using an acquisition grant from the Washington State Department of Ecology. The water right (once converted for municipal use) will be used to provide mitigated water supply to the City of Kittitas. The purchase and sales agreement (PSA) has been reviewed and approved for use by the Prosecuting Attorney's Office. Time is of the essence, and the Chair's signature obtained prior to July 5, 2022, now requires ratification by the entire Board of County Commissioners. INTERACTION: Public Works. RECOMMENDATION: Approve the Resolution to Ratify the Chair's signature on the PSA with Solar Dollar LLC. HANDLING: Return one original to Public Works. ATTACHMENTS: Resolution; Purchase and Sale Agreement LEAD STAFF: Mark R. Cook, Director. BOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON RESOLUTION NO. RATIFYING THE CHAIR OF COUNTY COMMISSIONERS SIGNATURE ON THE WATER RIGHTS PURCHASE AND SALE AGREEMENT WITH SOLAR DOLLAR LLC WHEREAS: Kittitas County maintains a water banking program accepted by the Washington State Department of Ecology (WDOE) as administered by the Public Works Department; and WHEREAS: WDOE currently has water right acquisition grant funding available for approved water banking programs; and WHEREAS: Solar Dollar LLC is willing to sale existing water rights to Kittitas County that appears to be consistent with county acquisitions conditions; and WHEREAS: Time, being of the essence, Public Works has secured the Board of County Commission Chair's signature on a water rights purchase and sale agreement with Solar Dollar LLC; and WHEREAS: Ratification of the water rights purchase and sale agreement with Solar Dollar LLC now requires action by the full Board of County Commissioners. NOW, THEREFORE BE IT RESOLVED: The Board of County Commissioners, after due consideration, does hereby ratify the Chair's signature on the water rights purchase and sale agreement with Solar Dollar LLC. DATED this 5" day of July 2022, at Ellensburg, Washington. Attest: ❑ Clerk of the Board- Julie Kjorsvik ❑ Deputy Clerk of the Board- Mandy Buchholz BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Laura Osiadacz, Chairman Cory Wright, Vice -Chairman Brett Wachsmith, Commissioner WATER RIGHTS PURCHASE AND SALE AGREEMENT THIS WATER RIGHTS PURCHASE AND SALE AGREEMENT is made and entered into this day of 2022, by and between SOLAR DOLLAR LLC., a Washington Limited Liability Company (hereinafter referred to as "Seller" or "SOLAR"), and KITTITAS COUNTY, Washington, (hereinafter referred to as the "Purchaser" or "County"). A. WHEREAS, Seller is the owner of certain real property as described in Exhibit A attached hereto and incorporated herein by this reference (hereinafter collectively referred to as the "Seller's Property" or "SOLAR Property"), which has appurtenant water rights from the Yakima River, which were confirmed in Department of Ecology v. Acquavella, Yakima County Superior Court Cause No. 77-2-01484-5 ("Acquavella "), and which are assigned Certificate No. 54-83598-J, and which are described in Exhibit B attached hereto and incorporated herein by reference (hereinafter the "SOLAR Water Right"). B. WHEREAS, Purchaser operates a water resource mitigation program and is acquiring the SOLAR water right to provide mitigation for water use by the City of Kittitas through an approved Washington State Department of Health Group A Water System in Kittitas County, Washington, C. WHEREAS, Seller desires to sell and Purchaser desires to purchase all of the SOLAR Water Right (both consumptive and non -consumptive) (the "SOLAR Water Right"), all as is hereinafter set forth, for use in the Mitigation Area. NOW, THEREFORE, in consideration of the foregoing, payment of the purchase price and the mutual covenants and conditions hereinafter set forth, the parties hereto hereby agree as follows: 1. Purchase and Sale. Seller agrees to sell and convey to Purchaser its entire interest in the SOLAR Water Right which is described in attached Exhibit B. The purchase of the SOLAR Water Right includes water for both consumptive and non -consumptive portions of the water right. 2. Purchase Price. Subject to the conditions set forth in this agreement and the contingencies described herein, Seller agrees to sell and Purchaser agrees to purchase the SOLAR Water Right for a total purchase price equal to a Right to Purchase Lump Sum Payment and a Consumptive Per Acre -Foot Sale Price. The Right to Purchase Lump Sum Payment shall be $70,000. The Consumptive Per Acre Foot Sale Price shall be $6,500.00 multiplied by the Solar Water Right's consumptive acre feet available for transfer as determined by the Washington State Department of Ecology ("Ecology") in the change and transfer process described below in Section 4, which amount shall be payable in cash at closing. By way of example only, if Ecology determines that 76.5 consumptive acre feet are available for transfer then the purchase price shall be Page 1 Seller: Purchaser: $567,250.00 ($70,000 + 76.5*$6,500.00). Purchaser and Seller agree to work cooperatively to maximize the total consumptive acre feet approved for transfer by Ecology. 3. Earnest Money/Right to Purchase Payment. Purchaser hereby deposits, and receipt is hereby acknowledged by Seller of $70,000.00 paid or delivered as earnest money and a Right to Purchase Payment in part payment of the purchase price for the afore described SOLAR Water Right. The earnest money and this Agreement shall be held by the Closing Agent for the benefit of the parties hereto. Upon the waiver of the contingencies set forth below in sections 4.2 and 4.4 by the County and the waiver by the County and SOLAR of the contingencies set forth in section 4.6, the Ernest Money/Right to Purchase Payment shall become nonrefundable and be paid to the Seller by the escrow agent. 4. Contingencies. Closing of this transaction shall be contingent upon the timely satisfaction of the following events, which events are hereafter referred to as "contingencies". 4.1 Description of Process. The Purchaser has employed Aspect Consulting, LLC (Aspect) to provide engineering and consulting services to accomplish this transfer of the consumptive and non -consumptive use associated with the SOLAR Water Right. SOLAR and Purchaser agree to change the water right to instream flow and mitigation of new uses under RCW 90.38 / RCW 90.42 for use in the Purchaser's water bank for use by the City of Kittitas. SOLAR and Purchaser each acknowledge that the scope of the transfer and steps to complete the transfer may vary depending on Ecology input and decisions related to Ecology processes. SOLAR and Purchaser acknowledge and agree that each will cooperate and use their best efforts to successfully accomplish the transfer. SOLAR and Purchaser agree to accurately quantify the amount of consumptive use which is approved for transfer under the law, which based on Ecology's Guidance 1210 is based on the highest consumptive use reliably available and beneficially used by the Seller. Purchaser and its consultant, Aspect, agree to provide copies of all correspondence, emails, studies, applications and other materials developed as part of the transfer to Seller so that Seller is fully informed on all aspects of the transfer process and in a position to fulfill Seller's obligations set forth in Paragraph 4.7. All costs associated with the transfer described above will be paid for by the Parties pursuant to Section 6 below. 4.2 Purchaser's Review of the Extent and Validity of the SOLAR Water Right. Purchaser's obligation to purchase and SOLAR's obligation to sell the SOLAR Water Right are contingent upon Purchaser's determination and approval, in Purchaser's sole discretion, of the extent, validity, and prior use of the SOLAR Water Right. Purchaser shall undertake and diligently pursue the review and reasonable determination to Purchaser of the extent, validity, prior use and freedom from defect of the SOLAR Water Right. All costs of such due diligence review shall be borne by Purchaser. Seller shall cooperate in good faith in such review and shall provide documents and information reasonably related to such review. In the event that Purchaser reasonably determines, in Purchaser's sole discretion, that such confirmation cannot be obtained, then Purchaser may terminate this Agreement whereupon the earnest money shall be returned to Purchaser, which Page 2 Seller: Purchaser: determination and approval shall be made or waived by Purchaser within ninety (90) days of the mutual execution of this Agreement. 4.3 Intentionally Deleted 4.4 Purchaser's Review of Title to the Land to which the SOLAR Water Right is Appurtenant and to the SOLAR Water Right. Purchaser's obligation to purchase the SOLAR Water Right are contingent upon Purchaser's review and approval of Seller's title to the SOLAR Property and the SOLAR Water Right, which shall be free and clear of all encumbrances or defects except for those reservations, restrictions, covenants, easements, and rights of way apparent and/or of record which are acceptable to Purchaser. Seller warrants that the SOLAR Water Right is not supplemental to, or otherwise interrelated with, another water right appurtenant to the Sellers property, except for a stock water right which the Solar Property may have a right to use by virtue of Seller's membership in the Mill Ditch Company, that would otherwise preclude the proposed transfer. Rights reserved in federal patents or state deeds, building or use restrictions general to the district, existing easements not inconsistent with Purchaser's intended use, and building or zoning regulations or provisions shall not be deemed encumbrances or defects. Encumbrances to be discharged by Seller may be paid out of purchase money at date of closing, which determination and approval shall be made or waived by Purchaser within ninety (90) days of the mutual execution of this Agreement. The foregoing not withstanding Seller discloses to Buyer that seller's predecessor in interest has commenced a quiet Title action under Kittitas County Superior Court Cause No. 22-2-0008819, the purpose and object of which is to clear certain defects in Seller's predecessor in interest's title to the Property. The Seller represents and warrants that said lawsuit will not impair or impact Seller's right to sell or convey the SOLAR Water Right as contemplated by this Agreement. Seller expects these defects to be resolved within ninety (90) days of mutual execution of this Agreement and shall provide evidence thereof. In the event that Seller cannot show clear title that will not affect this water right sale within ninety (90) days, Purchaser may, in its sole discretion, terminate this Agreement or grant an extension of time to the Seller. 4.5 Seller's Continued Beneficial Use of the SOLAR Water Right. Until such time as the transfer has been completed Seller shall either: 4.5.1 Continue to use and manage the SOLAR Water Right on the property owned by Seller and described on said Exhibit A and Purchaser and its employees, representatives, and agents shall, at reasonable times and upon the giving of reasonable notice, have the right to enter upon said property to ensure the SOLAR Water Right is being used and managed in a manner that will not adversely impact the transfer, and to gather such information as Purchaser deems necessary to obtain approval for the transfer as contemplated by Purchaser; or 4.5.2 Donate the SOLAR Water right on a temporary basis to the Ecology Trust Water Right Program which Ecology operates under the authority of Chapter 90.38 RCW. Pape 3 Seller: Purchaser: 4.6 Water Right Transfer Process. Purchaser's obligation to buy the SOLAR Water Right is contingent upon approval by the Department of Ecology of the maximum approved consumptive use at the Purchaser Property for Purchaser's intended use. Approval shall be deemed given when all appeal periods applicable to Ecology's decision have expired without an appeal of Ecology's approval of the transfer. In the event there is an appeal of Ecology's decision by any parry, including Purchaser, then in that event, Ecology's decision shall not be final until a complete resolution of all appeals. 4.6.1 In the event Ecology denies the transfer of the SOLAR Water Right then in that event, at Seller's or Purchaser's option, to be exercised in Seller's or Purchaser's sole and absolute discretion, this Agreement will be null and void and Purchaser shall be entitled to a complete refund of the earnest money. 4.6.2 In the event the Department of Ecology approves the transfer of the SOLAR water right but attaches terns and conditions to the transfer that are not acceptable to Seller or to Purchaser, or approves the transfer of less than 60 consumptive acre-feet of the SOLAR Water Right, then, in that event, Seller or Purchaser each have the independent right and option, to cancel this sale and, in Purchaser's case, receive a full refund of the earnest money. Seller or Purchaser must elect to cancel this sale within 21 days of Ecology's decision becoming final pursuant to Paragraph 4.6. 4.7 Seller recognizes that in order to transfer the SOLAR Water Right and to satisfy the contingencies set for in this Paragraph 4, Purchaser and Seller must go through a water rights transfer process with the Department of Ecology. Seller and Purchaser agree to share, when requested, any and all documents, records, or other information Purchaser may need to facilitate and accomplish the transfer when requested by Purchaser. Seller agrees to sign any and all applications or other documents that are necessary to accomplish the transfer process. 4.8 The application and all matters necessary for final approval and satisfactory resolution of all appeals shall be accomplished by Seller and Purchaser exercising joint control; provided, however, both shall cooperate with the other to accomplish the transfer. 5. Ecology Determination. Assumption of the Risk and Hold Harmless Seller recognizes that part of the transfer process requires the Department of Ecology to make a tentative determination of the extent and validity of the SOLAR Water Right. Seller and Purchaser also recognize that Ecology, in processing the transfer of the SOLAR Water Right, follows certain statutes and administrative code provisions. Seller and Purchaser also recognize that in applying the statutes and administrative code provisions, Ecology interprets the statutes and administrative code provisions in a manner which is beyond the control of Seller and Purchaser but subject to certain statutory and administrative appeal rights. Ecology's processing of the transfer request may result in all or part of the SOLAR Water Right being determined to be relinquished. Seller agrees to assume the risk of all or part of the SOLAR Water Right being determined to be relinquished and agrees to Page 4 Seller. Purchaser: hold Purchaser harmless from any and all damages, loss of water or property rights which may occur as a result of the transfer process. 6. Allocation of the Cost of the Water Transfer Process. The parties agree to the following allocation of costs associated with the water right transfer: 6.1 The Purchaser agrees to pay all fees and costs charged by Aspect, Purchaser's other consultants and engineers, if any , and Purchaser's attorney fees associated with the water right transfer process. 6.2 SOLAR agrees to pay the fees and costs charged by Jeff Slothower, Attorney at Law for legal services provided in the participation in and review of the transfer process. 7. Conveyance of Water Right. At Closing Seller's title to the SOLAR Water Right is to be free and clear of all encumbrances or defects. Title to the SOLAR Water Right shall be conveyed by Special Warranty Deed in the form attached as Exhibit D. Seller shall cooperate with Purchaser in executing any reasonably necessary documents relative thereto. 8. Possession. Possession of the SOLAR Water Right shall be deemed transferred by Seller to Purchaser at closing. 9. Intentionally Deleted 10. Definitions 10.1.1 Closing Agent. For purposes of this Agreement "closing agent" shall be defined as a person authorized to perform escrow services pursuant to the provisions of Chapter 18.44 of the Revised Code of Washington who is designated by the parties hereto to perform such services. 10.1.2 Date of Closing: For purposes of this Agreement, "date of closing" shall mean the date upon which all appropriate documents are recorded and proceeds of this sale are available for disbursement to Seller. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of this definition, as available for disbursement to Seller. 10.1.3 Place and Time of Closing: The sale shall be closed in the offices of Amerititle, Ellensburg Washington Office (hereinafter the "Closing Agent"), within thirty (30) days after the transfer of the SOLAR Water Right is complete, as defined above in Paragraph 4.6, but in any event not later than the 1" day of September, 2023, which shall be the Termination Date. In the event the closing is delayed due to review of the SOLAR Water Right by Ecology, and through no fault of Seller or Purchaser, that Parties shall mutually agree to extend the closing date as reasonable and necessary to accommodate Ecology's completion of the review and transfer of the Page S Seller: Purchaser: SOLAR Water Right as defined in Paragraph 4.6. 10. 1.4 Prorations at Closing: There shall be no pro -ration at closing for taxes and/or assessments. 10.1.5 Obligations of Purchaser and Seller at Closing: Purchaser and Seller shall deposit with the Closing Agent all instruments, documents, and monies necessary to transfer the SOLAR Water Right from Seller to Purchaser and close the sale in accordance with this Agreement. 10.1.6 Payment of Closing Costs: 10.1.7 Costs to be divided Equally: Escrow fees, if any, the closing fee charged by the closing agent, document preparation fees, and Contract Collection fees, if any, including set up and annual fees shall be divided equally between Seller and Purchaser. 10.1.8 Costs to be paid by Seller: Seller shall pay, title insurance, attorney's fees incurred by Seller, if any, and other charges normally borne by a seller. 10.1.9 Costs to be Paid by Purchaser: Purchaser shall pay all real estate transfer taxes, Purchaser's attorney fees, if any, and those costs or expenses normally allocated to a purchaser in a real estate transaction. 11. Date of Closing. For purposes of this Agreement "date of closing" or "closing" shall be construed as the date upon which all appropriate documents are recorded and proceeds of this sale are available for disbursement to Seller. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of this definition, as available for disbursement to Seller. 12. Default. If the Seller defaults (that is fails to perform the acts required of it) in its contractual performance herein, the Purchaser may seek specific performance pursuant to the terms of this Agreement, damages or rescission. If the Purchaser seeks damages or rescission, the earnest money, upon demand, shall be refunded. If the non -defaulting party seeking damages or rescission is Seller, the earnest money, upon demand, shall be forfeited and paid to Purchaser. In the event the Purchaser fails, without legal excuse, to complete the purchase of the SOLAR Water Right, the earnest money deposit made by the Purchaser shall be forfeited to the Seller as the sole and exclusive remedy available to the Seller for such failure. 13. Execution of All Documents. Seller and Purchaser, individually and severally, hereby acknowledge that the execution of all documents associated with this transaction will substantially affect their legal rights and that each has the opportunity to obtain and consult with independent legal counsel for the purposes of this transaction and matters relating thereto. Page 6 Seller: Purchaser: 14. Attorneys' Fees. If either party hereto is required to retain an attorney to enforce any provision of this Agreement, whether or not a legal proceeding is commenced, the substantially prevailing party shall be entitled to reasonable attorneys' fees regardless of whether at trial, on appeal, in any bankruptcy proceeding, arbitration matter or without resort to suit. 15. Governing Law. This Agreement shall be interpreted, construed and enforced according to the laws of the State of Washington. 16. Notices. Subject to the requirements of any applicable statute, any notices required or permitted by law or under this Agreement shall be in writing and shall be (i) personally delivered, (ii) sent by first class certified or registered mail, return receipt requested, with postage prepaid, or (iii) dispatched by facsimile transmission (accompanied with reasonable evidence of receipt of transmission and with a confirmation copy mailed no later than the day after transmission) to the parties' addresses set forth above. Either party may change such address for notice. All notices which are so addressed and paid for shall be deemed effective when personally delivered, or, if mailed, on the earlier of receipt or two (2) days after deposit thereof in the U.S. mail. 17. Time of Performance. Time is of the essence of this Agreement and of all acts required to be done and performed by the parties hereto, including, but not limited to, the proper tender of each of the sums required by the terms hereof to be paid. 18. Section Headings. The word or words appearing at the commencement of sections and subsections of this Agreement are included only as a guide to the contents thereof and are not to be considered as controlling, enlarging or restricting the language or meaning of those sections or subsections. 19. Invalidity. In the event any portion of this Agreement should be held to be invalid by any court of competent jurisdiction, such holding shall not affect the remaining provisions hereof unless the court's ruling includes a determination that the principal purpose and intent of this Agreement are thereby defeated. 20. Legal Relationships. The parties to this Agreement execute the same solely as a seller and a purchaser. No partnership, joint venture or joint undertaking shall be construed from these presents, and except as herein specifically provided, neither party shall have the right to make any representation for, act on behalf of, or be liable for the debts of the other. All terms, covenants and conditions to be observed and performed by either of the parties hereto shall be joint and several if entered into by more than one person on behalf of such party, and a default by any one or more of such persons shall be deemed a default on the part of the party with whom said person or persons are identified. No third parry is intended to be benefited by this Agreement. Any married person executing this Agreement hereby pledges his or her separate property and such person's and his or her spouse's marital communities in satisfaction hereof. Page 7 Seller: Purchaser: 21. Assignment; Successors. Neither the Purchaser nor the Seller may sell, transfer, assign, pledge or encumber its interest in this Agreement without the prior written consent of the other party, which consent may be withheld. A purported sale, transfer, assignment, pledge or encumbrance shall be null and void and of no force or effect. Subject to the restrictions contained herein, the rights and obligations of the Purchaser and Seller shall inure to the benefit of and be binding upon their respective estates, heirs, executors administrators, successors, successors -in -trust and assigns. 22. Entire Agreement. All understandings and agreements previously existing between the parties, if any, are merged into this Agreement, which alone fully and completely expresses their agreement, and the same is entered into after full investigation, neither party relying upon any statement or representation made by the other not embodied herein. This Agreement may be modified only by a written amendment executed by all parties. 23. Interpretation. This Agreement has been reviewed by both parties and each party has had the opportunity to consult with independent counsel with respect to the terms hereof and has done so to the extent that such party desired. No stricter construction or interpretation of the terms hereof shall be applied against either party as the drafter hereof. 24. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument. All such counterparts together shall constitute a fully executed Agreement. Facsimile transmission of this Agreement and retransmission of any signed facsimile transmission shall be the same as delivery of an original. 25. Amendment. This Agreement may not be modified or amended except by the written agreement of the parties. IN WITNESS WHEREOF the parties have signed and delivered this Agreement as of the day and year first above written. SELLER: SOLAR DOLAR LLC a Washington Limited Liability Company By:_ Title: Page 8 Seller: Purchaser: PURCHASER: Kittitas County, a political subdivision of the State of Washington By: Title: Chairman, Board of County Commissioners Date: Seller's address: Solar Dolar, LLC 1410 W. Dolarway, Suite 301 Ellensburg, WA 98926 Seller's phone: Page 9 Seller: Purchaser. Date: Purchaser's Address: 205 W 5th AVE STE 108 Ellensburg WA 98926-2887 Purchaser's phone: ACKNOWLEDGMENTS State of Washington ) ) ss. County of Kittitas ) On this day of , 2022, before me, the undersigned Notary Public in and for the State of Washington, personally appeared '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 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 hand and affixed my official seal the day and year first above mentioned. Print Name: NOTARY PUBLIC in and for the State of , residing at _ My appointment expires: State of Washington ) ) ss. County of Kittitas ) On this day of , 2022, before me, the undersigned Notary Public in and for the state of Washington, personally appeared Laura Osiadacz 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. Page 10 Seller: Purchaser: Print Name: NOTARY PUBLIC in and for the State of , residing at My appointment expires: EXHIBIT A (Legal Description of the SOLAR Property) The West Half of the Southwest Quarter of the Southeast Quarter of Section 34, Township 18 North, Range 18 East, W.M., in the County of Kittitas, State of Washington, EXCEPT: 1. Beginning at the Southwest corner of the Southwest Quarter of the Southeast Quarter of said Section, and running thence North, along the West boundary line thereof, 330 feet; thence East 264 feet; thence 330 feet to the South boundary line of said Quarter of Quarter section; and thence West, along said South boundary line, 264 feet to the point of beginning; 2. Beginning 30 feet North of a point on the South section line which is 264 feet East of the South Quarter corner of said Section 34; thence North, parallel to the Quarter section line, 200 feet; thence East 72 feet; thence South 200 feet to the North right of way of the County road; thence West along said right of way 72 feet to the point of beginning; 3. Right of way of Dollarway County Road along the South boundary thereof. and Lot 2 of SANDERS SHORT PLAT, of Kittitas County Short Plat No. 83-07, as recorded December 4, 1984, in Book B of Short Plats, page 79, under Auditor's File No. 484573, records of Kittitas County, Washington; being a portion of the West Half of the East Half of the Southwest Quarter of the Southeast Quarter of Section 34, Township 18 North, Range 18 East, W.M., Kittitas County, State of Washington Page 71 Seller: Purchaser: EXHIBIT B (Description of the SOLAR Water Right) Certificate Number: S4 -83598-J Subbasin: 07 Reecer Creek Source: Yakima River Use: Irrigation of 25.5 acres Period of Use: April 1 through October 31 Quantity: 0.662 cubic foot per second, 283 acre-feet per year Priority Date: May 20, 1885 Point of Diversion: 300 feet north and 1200 feet east of the center of Section 29, being within the SE4SW9NE< of Section 29, T. 18 N., R. 18 E.W.M. Place of Use: The W',�SW9SE< and W'2E'-SSW <SE, of Section 34, T. 18 N., R. 18 E.W.M. Page 12 Seller: Purchaser.' Exhibit D (Form of Special Warranty Deed) TREASURER'S USE ONLY I RECORDER'S USE ONLY After recording return to: DOCUMENT TITLE: SPECIAL WARRANTY DEED (AS TO WATER RIGHTS) GRANTOR: SOLAR DOLAR LLC, a Washington Limited Liability Company GRANTEE: KITTITAS COUNTY, WASHINGTON, a municipal corporation LEGAL DESCRIPTION: Water rights appurtenant to land located in ASSESSOR'S TAX PARCEL NO.: SPECIAL WARRANTY DEED (AS TO WATER RIGHTS) THE GRANTOR, SOLAR DOLAR LLC, a Washington Limited Liability Company, for and in consideration of Ten and No/100 Dollars ($10.00) and other valuable consideration in hand paid, conveys and warrants to Kittitas County, Washington, Grantee, Grantors' right, title, interest and beneficial use of, in and to the water rights arising under or related to Department of Ecology Water Right Certificate No. S$ -83598-J, more fully described on Exhibit A attached hereto and incorporated herein by reference (hereinafter the "Water Rights"), which Water Rights are appurtenant to the real property situated in the County of Kittitas, State of Washington, legally described on Exhibit B attached hereto and incorporated herein by reference. Grantee shall assume any and all obligation that may be necessary to include Grantee as a party under the hereinabove referenced cause. Grantor shall cooperate with Grantee in executing any reasonably necessary documents relative thereto. Grantor specifically and expressly warrants that Grantor is the owner in fee simple of the land to which the Water Rights are appurtenant and owns the Water Rights with full power and authority to convey the Water Rights. Page 13 Seller: Purchaser: Grantor makes no other warranty, express or implied, and specifically but not by way of any limitation, does not warrant the extent and validity of the Water Rights nor the Water Rights' fitness for any particular use at any particular place. Dated this day of 2016. SOLAR DOLAR LLC a Washin ton Limited Liability Company EXHIBIT ONLY - NOT FOR SIGNATURE Lo STATE OF WASHINGTON ) ) ss. County of Kittitas ) I certify that I know or have satisfactory evidence that (name) is the individual who appeared before me, and said individual acknowledged that s/he signed this instrument, on oath stated that s/he was authorized to execute the instrument and acknowledged it as (title) of SOLAR DOLAR LLC, a Washington Limited Liability Company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this day of 2016. EXHIBIT ONLY - NOT FOR SIGNATURE Page 14 Seller: Purchaser: Printed Name: Notary Public in and for the State of Washington My Commission Expires: EXHIBIT A TO SPECIAL WARRANTY DEED Certificate Number: S4 -83598-J Subbasin: 07 Reecer Creek Source: Yakima River Use: Irrigation of 25.5 acres Period of Use: April 1 through October 31 Quantity: 0.662 cubic foot per second, 283 acre-feet per year Priority Date: May 20, 1885 Point of Diversion: 300 feet north and 1200 feet east of the center of Section 29, being within the SE<SW4NE< of Section 29, T. 18 N., R. 18 E.W.M. Place of Use: The W1-2SW4iSE', and W14E'-SSW<SE4 of Section 34, T. 18 N., R. 18 E.W.M. Page 15 Seller: Purchaser: EXHIBIT B TO SPECIAL WARRANTY DEED The West Half of the Southwest Quarter of the Southeast Quarter of Section 34, Township 18 North, Range 18 East, W.M., in the County of Kittitas, State of Washington, EXCEPT: 1. Beginning at the Southwest corner of the Southwest Quarter of the Southeast Quarter of said Section, and running thence North, along the West boundary line thereof, 330 feet; thence East 264 feet; thence 330 feet to the South boundary line of said Quarter of Quarter section; and thence West, along said South boundary line, 264 feet to the point of beginning; 2. Beginning 30 feet North of a point on the South section line which is 264 feet East of the South Quarter corner of said Section 34; thence North, parallel to the Quarter section line, 200 feet; thence East 72 feet; thence South 200 feet to the North right of way of the County road; thence West along said right of way 72 feet to the point of beginning; 3. Right of way of Dollarway County Road along the South boundary thereof. and Lot 2 of SANDERS SHORT PLAT, of Kittitas County Short Plat No. 83-07, as recorded December 4, 1984, in Book B of Short Plats, page 79, under Auditor's File No. 484573, records of Kittitas County, Washington; being a portion of the West Half of the East Half of the Southwest Quarter of the Southeast Quarter of Section 34, Township 18 North, Range 18 East, W.M., Kittitas County, State of Washington Page 16 Seller: Purchaser: