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HomeMy WebLinkAboutR2026-068 Fully Executed DocumentBOARD OF COUNTY COMMISSIONERS COUNTY OF IilTTITAS STATE OF WASHINGTON RESOLUTION,A No.2o26- 0 LaU AUTHORIZING BOARD OF COUNTY COMMISSIONERS SIGNATURE ON A REAL PROPERTY EXCHANGE AGREEMENT BETWEEN CITY OF ELLENSBURG, CENTRAL WASHINGTON UNIVERSITY AND KITTITAS COUNTY WHEREAS: An Interlocal Agreement was entered into between the City of Ellensburg, Central Washington University and Kittitas County (Resolution 2024-170) related to the real property exchange ofcertain property; and WHEREAS: Kittitas County, the City of Ellensburg, and Central Washington University desire a mutually beneficial collaboration to develop a coordinated exchange of real property assets which benefit long-term local and regional public interest; and WHEREAS: Kittitas County owns and operates Bowers Field and its associated industrial park properties for the benefit ofthe County airport and regional area; and WHEREAS: Kittitas County seeks to surplus an existing hangar and obtain a business building at the airport; and WHEREAS: Central Washington University seeks to expand their flight program and to surplus undeveloped land; and WHEREAS: The City of Ellensburg seeks to surplus a business building and obtain ownership of an undeveloped parcel for authorized municipal purposes. NOW THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Kittitas County, Washington, in the best interest of the public, does hereby authorize Board of County Commissioners signature on the Real Properfy Exchange Agreement between the City of Ellensburg, Central Washington University and Kittitas County. DATED this 7ft day of April 2026, atEllensburg, Washington. BOARD OF COUNTY COMMISSIONERS KITTITAS , WASHINGTON Chairman Board- Julie Kjorsvik n Deputy Chrk of the Board- Mandy Buchholz Commissioner PROPERTY EXCHAN GR AGRF],NMENT THIS PROPERTY EXCHANGE AGREEMENT ("Agreement") is between the City of Ellensburg, a municipal corporation of the State of Washington (the "City"), Kittitas County, a municipal corporation of the State of Washington (the "County"), and Central Washington University, a regional, comprehensive public university of the State of Washington ("CWU"). The City, the County, and CWU may be referred to individually as a "Party" and collectively as the "Parties." RECITALS A. The Interlocal Cooperation Act, Ch.39.34 RCW, allows public agencies to make the most efficient use of their powers by enabling them to cooperate with each other on the basis of mutual advantage to provide services and facilities that will best fit the needs of each community; B. This Agreement is entered into pursuant to RCW 39.33.010, which allows public agencies to "sell, transfer, exchange, lease or otherwise dispose of any property, real or personalo or property rights, including but not limited to the title to real property, to the state or any municipality or any political subdivision thereof . . . on such terms and conditions as may be mutually agreed upon by the proper authorities of the state and/or the subdivisions concerned." C. The City, the County, and CWU previously entered into an interlocal cooperation agreement (the "ILA") dated September 16, 2024, setting forth the general purposes and responsibilities of the Parties relative to the property being exchanged. This Property Exchange Agreement is intended to establish the details for performance and completion of the exchange of property contemplated in the ILA. D. Each of the Parties owns property in Kittitas County, Washington. Attached hereto as Exhibit " A" are maps generally depicting the Parties' current properties that are subject to the terms of this Agreement. E. The Parties have determined that, by exchanging certain of their respective property interests, subject to the terms and conditions of this Agreement, their mutual objectives will be furthered and enhanced. The properties owned by each Party at the time of this Agreement (the "City Building," the "County Building," and the "CWU Property") and subject to this Agreement are legally described in Exhibit "B," Exhibit"C," and Exhibit ooD," attached hereto (collectively, the "Exchange Exhibits"). The properties to be exchanged may also be referred to individually as an "Exchange Property" and shall collectively be referred to as the "Exchange Properties." F. The conveyance of the Exchange Properties is in the best interests of each Party, as more fully set forth in the ILA. The Parties have agreed in the ILA, and hereby reaffirm their agreement, that the value of each of the Exchange Properties has been negotiated to include Property Exchange Agreement - 1 r 'l consideration of both tangible and intangible factors, including but not limited to, the appraised property values, economic development potential, and the benefit of increased housing stock. Therefore, as also set forth in the ILA and reaffirmed herein, the Parties agree that no direct payments will be exchanged under the terms of the ILA or this Agreement. G. The conveyances of the Exchange Properties among the Parties as contemplated by this Agreement are subject to the specific prior review and approval process of each of the Parties, in addition to satisfaction of the general terms and conditions of the exchange, as set forth in this Agreement. As used in this Agreement, "Transferor" refers to the Party that currently owns and is conveying an Exchange Property and "Transferee" refers to the Party to which an Exchange Property will be conveyed. AGREEMENT In consideration of the mutual promises and covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Farties agree that each of the foregoing recitals shall be fully incorporated into the terms of this Agreement and made apartof this Agreement, and further agree as follows: Section 1. Conveyance of the Exchange Properties/Fair Market Value. A.Conveyance. 1. City Building: Subject to the terms herein, the City and County agree to the conveyance from the City to the County of the City Building legally described in Exhibit B, including all of the City's right, title, and interest in the City Building. Said property is the CenterFuse Economic Development Building located at 31 I 0 Airport Road in the City of Ellensburg, County of Kittitas, State of Washington and is further shown on Exhibit A as the "Incubator Building." The County owns the real property under the City Building. 2. County Building: Subject to the terms herein, the County and CWU agree to the conveyance from the County to CWU of the County Building legally described in Exhibit C, including all of the County's right, title, and interest in the County Building. Said property is an airport hangar located in the City of Ellensburg, County of Kittitas, State of Washington and is further shown on Exhibit A as the "cwu Main Hangar." The county owns the real property under the County Building. Pursuant to Section 6(CX4) of this Agreement, at or before Closing (defined below), the County and CWU will enter into a ground lease for the lease ofthe real property' 3. CWU Property: Subject to the terms herein, cwU and the city agree to the "onu.yun.. from CWU to the City of the CWU Property legally described in the Exhibit D, including all of CWU's right, title, and interest in the CWU Property, which includes without limitation, all minerals, oil, and gas rights on Property Exchange Agreement - 2 or under such land, development rights, land use entitlements, air rights, waterrights, and any interests in, on, o. ;;;; iil" tuno, together witli any and a1improvements, structures, or fixtures now or on the closing Date locatedthereon' said property is.located in irt" cji,v of Ellensburg, county of Kittitas,tlii::l w:'11$." i"9 "gl,:'."' ;il;;;'" '"ty 6.Tlacres and is rurrhershown on Exhibit A as the .,u"t.nu.iu."."i.,, B' conveyance Documents' The cwu Property shall be conveyed by quit claimdeed. rhe counrv nu'ding "rJ;;dil'srii-s i;i;::J"*yed by a b'l orsare. c' Exchange properties. th: I*"L*r_" properties are shown on and regary +H:'ff:#;xl#,,"'il:xhibits e, a, ""0 D. rh"?;;r,ffi'n.operties and the rransreror and Property Description City Building (ApN 9s5272) Corrnty Building (ApN 955h7) CWU Property (ApN 374034) Transferor City County CWU Transferee County CWU City D' consideration' Each ".lll-:.l""tes hereby confirms that it has reviewed andapproved' or has had sufficient opportunity to review und upp.oue, as of the Effective Datehereof' an appraisal of fair -utt"'t'uurue relating to trr" grrirange properti". to L. conveyed by orto such parry as des*ibed herein r."rr.i1"..r.v, ;.h;."i;*y Appraisars,). The parties furrheragree that the value ojthg Exchange Pioperties hau" u..n n"gotiated and that the mutuar benefitto each Party is based.on both tang"ibte ano intangibi" factors, including without limitation, theappraised property values, the ecoiomic develop"menl p"t."rirr ortrre t-ransreii"o prop..ty, undthe public benefit of increased nourinfuuu'abirity and density. section 2' conditions Precedent; Termination; Good Faith Efforts. The obligation ofeach Party to convey its respectiv. e"rnung" Property as contemplated by this Agreement issubject to satisfaction of each orth. t".m, anc condition, ,"irynl ,, s"riion :, Jection 6, andsection 7 (anv of which may be;"il;onJy il.writi"g ""0 ""ry by the parry in whose favorsuch condition exists) on ot b"fo."irt" uppri.ugf a"io.Jn.o r"; rurira"iion'#,r.,. applicabrecondition' If any of such conditions u..1rot fulfiiled 1or'* *uiued in writing) pursuant to thefffiH:*:s Agreement' then the eartv in *rro*ruuJr r""rr"""aition exists may terminate this In the event the closing of this transaction shall not have occurred by Jury 3r,2026,thenany Party may terminate this '{gt."n'rni. If any ".p;;J;;^u.tuut funding for any transactioncontemplated herein is withdrarin, reduced, or iimii"O in unv *uV prior to t_he termination of thisAgreement or crosing of this r."^""1J"", ffi;;';",.r',lii,..,ninate this Agreemenr. In connection with any termination made in accordance with this Agreement, the otherParties shall be released rtom"rurthei oCilgution ". ri"biri;;1;eunder to suJh terminating party Property Exchange Agreement _ 3 (except for those obligations and liabilities which, pursuant to the terms of this Agreement, survive such termination), and this Agreement shall be null and void. Thereafter, all Parties shall be relieved of all further liability to each other hereunder, it being an essential objective of this Agreement to accomplish the three-way exchange of property described herein. Each Party hereby agrees to use good faith efforts to satisfy and complete its respective obligations as necessary to comply with the conditions precedent set forth in this Agreement. Section 3. Due Diligence/I)ue Diligence Period. A. Due Ditigence. Each Party (including its agents, employees and consultants), as a Transferee, shall be provided the opportunity during the Due Diligence Period (as defined below) to enter upon the Exchange Property that it is acquiring pursuant to this Agreement for the purpose of examining the same and the condition thereof, and to conduct such surveys and to make such engineering and other inspections, tests, and studies, including without limitation a Phase I environmental assessment (and, if deemed appropriate, to conduct a Phase II environmental assessment) (collectively, "Tests") as each such Party may determine to be reasonably necessary. Each Party agrees to give reasonable advance notice of such Tests to the other Party and in accordance with the entry policies and procedures of the Parties. Each Party shall have until the end of the Due Diligence Period in which to make such additional Tests as it deems appropriate, and to deliver written notice to the other Party terminating this Agreement if such Party is not, for any reason or no reason whatsoever, satisfied with any Exchange Property that it is acquiring pursuant to this Agreement. If any Party fails to deliver such notice to the other Party terminating this Agreement by the end of the Due Diligence Period, then such Party's right to terminate under this Section 3 shall be deemed to have been waived. If any Party timely delivers notice terminating this Agreement, this Agreement shall terminate, and the Parties shall have no further rights or obligations hereunder except those that expressly survive termination. B. Due Diligence Period. As used in this Agreement, the term "Due Diligence Period" shall mean the period beginning on the Effective Date and ending on a date one hundred eighty (180) days after the Effective Date. The Parties shall review and approve, in their sole absolute discretion, the following due diligence items as described in this Section 3. C. Property Surveys. During the Due Diligence Period, each of the Parties shall have the right and opportunity to obtain a survey for the property being conveyed to such Party (collectively, the "Property Surveys"), which Property Surveys shall (l) be certified to the Transferee and any title insurance company providing an owner's policy of title insurance to Transferee; (2) reflect the actual dimensions of the Exchange Property described therein; (3) be conducted in accordance with the Minimum Detail Requirements and Standards for Land Title Surveys of the American Title Association and American Congress on Surveying and Mapping, including any additional "Table A" selections required by any Transferee, and (4) include the surveyor's registered number and seal, the date of the survey, and the narrative certificate. Property Exchange Agreement - 4 Y D. Title Review. The Parties agree that this Section 3(D) only applies to the CWU Property. On or before the last day of the Due Diligence Period, the City shall provide CWU with a written statement of any exceptions to title that it requests be cleared at or prior to Closing. Upon receiving such statement, CWU shall have ten (10) business days to clear any exceptions not approved by the City. At the conclusion of said period, if clearance of all objectionable exceptions has not been arranged to the City's satisfaction in its sole discretion, the City may then either: a. Terminate this Agreement by providing written notice to the other Parties no later than five (5) days prior to Closing; thereafter no Party shall have any further rights or liabilities hereunder; or b.Reach an agreement with CWU, no later than five (5) days prior to Closing, to have the exceptions cleared or waive its objections to these exceptions; in such event, the Parties shall close the transaction as contemplated by this Agreement, subject to such exceptions that have not been eliminated ("Permitted Encumbrances"). Failure to provide a timely notice of termination under "a.'o above shall constitute a waiver of objections not resolved by written agreement. E. Owner's Policy. The Parties agree that this Section 3(E) only applies to the CWU Property. On or before the last day of the Due Diligence Period, unless waived in writing by the City, the City shall obtain from First American Title Company of Ellensburg, Washington, or any substitute title company selected by the City in its sole discretion ("Title Company"), effective as of the date and time the Quit Claim Deed is recorded, a suitable ALTA Form extended coverage owner's title insurance policy for the CWU Property ("Owner's Policy"), or equivalent form reasonably acceptable to the City dated as of the date and time the Quit Claim Deed is recorded, indicating title to be vested of record in the City and containing such endorsements as the Title Company has agreed to provide. F. Condition of Exchange Properties. Each of the Parties, as a Transferor hereunder, confirms that during the Due Diligence Period it will provide the opportunity for the Transferee to inspect the Exchange Properties that Transferee is acquiring pursuant to this Agreement in accordance with this Section 3(F) for the purpose of conducting such inspections, analyses, and other Tests as Transferee has deemed advisable in its sole absolute discretion including but not limited to all Property Conditions (as hereinafter defined). EACH PARTY ACQUIRING AN EXCHANGE PROPERTY AS A TRANSFEREE HEREUNDER IS ACCEPTING SAID EXCHANGE PROPERTY ON AN "AS-IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFE,CTS, INCLUDING THOSE RELATING TO THE ENVIRONMENTAL CONDITION OF THE EXCHANGE PROPERTY, AND IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER, EXCEPT AS MAY BE EXPRESSLY STATED HEREIN, FROM ANY TRANSFEROR OR OTHER PARTY AS TO ANY MATTERS CONCERNING SAID EXCHANGE PROPERTY, including but not limited to: physical Property Exchange Agreement - 5 condition; zoning status; tax consequences of this transaction; utilities, operating history or projections of valuation; compliance by the Exchange Property with Environmental Laws (defined below) or other laws, statutes, ordinancas, decrees, regulations and other requirements applicable to the Exchange Property; the presence of any Hazardous Substances (defined below), wetlands, asbestos, lead, lead-based paint or other lead containing structures, urea formaldehyde, or other environmentally sensitive building materials in, on, under, or in proximity to the Exchange Property; the condition or existence ofany above-ground or underground structures or improvements, including tanks and transformers in, on or under the Exchange Property; and the existence of any leases, easements, permits, orders, licenses, or other agreements, affecting the Exchange Property (collectively, the "Property Conditions"). Each Party represents and warrants to the other Parties that it has not relied and will not rely on, and no other Party is liable for or bound by, any warranties, guaranties, statements, or representations, except as expressly stated herein, pertaining to the Exchange Properties or relating thereto. Each Party with respect to the Exchange Property it is acquiring under this Agreement assumes the risk thatHazardous Substances or other adverse matters may affect the Exchange Property it is acquiring pursuant to this Agreement that were not revealed by the Party's inspection and hereby waives, releases, and discharges forever the Transferor of such Exchange Property and its officers, directors, shareholders, employees, and agents from any and all present or future claims or demands, and any and all damages, losses, injuries, liabilities, causes of actions (including, without limitation, causes of action in tort), costs and expenses (including, without limitation fines, penalties, judgments, and attorneys'fees), of any and every kind or character, known or unknown, arising from or in any way related to the Property Conditions or alleged presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal, or other handling ofany Hazardous Substances in, on, or under the Exchange Property. For purposes of this Agreement: 1. "Environmental Law(s)" means any federal, state, or local statute, regulation, code, rule, ordinance, order, judgment, decree, injunction, or common law pertaining in any way to the protection of human health or the environment, including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the ModelToxics Control Act, and any similar or comparable federal, state, or local law. 2. "Hazardous Substance(s)" means any hazardous, toxic, radioactive, or infectious substance, material, or waste as defined, listed, or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. 3. "Environmental Matters" means matters relating to the generation, manufacture, use, storage, handling, transportation, and/or disposal of Hazardous Property Exchange Agreement - 6 Substances, or conditions with respect to the atmosphere, soil, surface and ground waters, wetlands, stream sediments, vegetation, endangered species, and stormwater runoff or discharge. The provisions of this Section 3(F) do not apply to the real property owned by the County on which the Exchange Property being acquired by CWU is located, and CWU does not waive any claims or damages or release the County in any way regarding such real property. The provisions of this Section 3(F) shall survive the Closing. G. Information. Within thirty (30) days from the Effective Date, each of the Parties, as a Transferor, shall deliver or make available to the Transferee for inspection and copying, with respect to the Transferor's Exchange Property, copies of documents or matters that are either in its possession or under its control relating to: (1) Hazardous Substances on, in, or under the Transferor's Exchange Property, including environmentalreports, tests, and studies (draft and final) concerning the Transferor's Exchange Property; (2) surveys, topographical reports, and engineering reports concerning the Transferor's Exchange Property; (3) soil and water tests, reports, and notices concerning the Transferor's Exchange Property; (4) wetlands or biological reports concerning the Transferor's Exchange Property; and (5) all current leases and rental agreements along with a rental statement including names of tenants, rental rates, period of rental, security deposits, and a list of delinquent rents and their duration concerning the Transferor's Exchange Property (collectively, "Information"). Each Pafty, as a Transferor, covenants and agrees that if, prior to the termination of this Agreement or the Closing Date, it receives any Information relating to the Transferor's Exchange Property, it will immediately upon receipt provide the Transferee with a copy of the same. H. Future Permits and Approvals. Any change a Transferee may seek to the land use designation or zoningclassification applicable to any Exchange Property under local ordinances, together with any land use permits, project permits, development regulations, or official controls of any governmental entity relating to any Exchange Property that any Transferee may require to utilize the respective Exchange Property it is acquiring under this Agreement shall be and remain the sole responsibility of said Transferee as to the Exchange Property it is acquiring. Section 4. Representations and Warranties. Each Party represents and warrants to the other Party as of the date of this Agreement and as of the Closing Date: A. Authority. It has all necessary power and authority to enter into and execute this Agreement as of the Effective Date and, on or before Closing, shall have all necessary power and authority to consummate the transactions contemplated hereby. B. No Actions, Etc. Except as disclosed to the Transferee in writing or as otherwise set forth herein, to the Transferor's knowledge: Property Exchange Agreement - 7 1. No actions, suits, proceedings, orders, inquiries, or investigations are pending or are threatened against, involving, or affecting the Exchange Property, atlaw or in equity, or before or by any federal, state, municipal, or other governmental departmento court, commission, board, bureau, agency, or instrumentality, alleging the violation of any federal, state, or local law, statute, ordinance, rule, regulation, decree, order, or permit relating to Environmental Matters or the release of any Hazardous Substances. 2. No actions, suits, or proceedings are pending, threatened, or asserted against the Exchange Property or against Transferor in connection with the Exchange Property or this Agreement, before or by any federal, state, municipal, or other governmental department, court, commission, board, bureau, agency, or instrumentality 3. No pending or threatened condemnation actions exist with respect to the Exchange Property. 4. Transferor has not received any notice that any ordinance, regulation, law, or statute of any governmental agency pertaining to the Exchange Property or this Agreement has been violated. 5. (a) No Hazardous Substances are, will be, or have been, stored, treated, disposed of, or incorporated into, on, or around the Exchange Property in violation of any applicable statutes, ordinances or regulations; (b) the Exchange Property is in material compliance with all applicable environmental, health, and safety requirements; (c) any business heretofore operated on the Exchange Property has disposed of its waste in accordance with all applicable statutes, ordinances, and regulations; and (d) there are no pending or threatened actions or proceedings arising out ofthe condition ofthe Exchange Property or any alleged violation of environmental, health, or safety statutes, ordinances, or regulations. 6. Except as set forth in Section 4(A) above and any authorization or ratification of any governing board, council, or commission of a Party as may be necessary to consummate Closing as well as any approval as to form by the Washington Attorney General's Office required to fully execute this Agreement and any amendments thereto, no permission, approval, or consent by third parties or governmental authorities is required to consummate this transaction. 7. Except as set forth herein, there are no unrecorded leases (whether written or oral, of any nature or duration), easements, encumbrances, or other agreements affecting the Exchange Property except as shown on the Owner's Policy, if applicable, or in the Kittitas County public records. Property Exchange Agreement - 8 8. The Information delivered relating to the Exchange Property pursuant to this Agreement or in connection with the execution hereof is, and at Closing will be, true and correct to the best of the delivering Party's knowledge. g. There are no historical artifacts, Indian artifacts, or burial grounds located on or under the Exchange Property and there are no endangered specieso as determined under federal, state, or local laws, located on or under the Exchange Property. 10. Transferor has not received notice ofany default or breach by any third party under any covenants, conditions, restrictions, rights-of-way, or easements in respect to the Exchange Property or that may affect the Exchange Property or any portion thereof and, to the knowledge of Transferor, no condition exists that with the passage of time or giving notice or both would constitute such a default' 11. Transferor is not a foreign person as defined in $ 1aa5(f)(3) ofthe Internal Revenue Code of 1986, as amended. 12. There are no attachments, executions, assignments for the benefit of creditors, or proceedings in bankruptcy or under any other debtor relief laws contemplated by or pending or, to the knowledge of Transferor, threatened by or against Transferor. 13. There are no pending or threatened mechanics' or materialmen's liens against the Exchange Property. 14. All of the representations and warranties of Transferor contained in this Agreement shall be true and the correct as of the Effective Date and as of the Closing and shall survive the Closing. 15. None of the foregoing representations and warranties contain any untrue statement of material fact. C. Knowledge. The term "knowledge" as used in this Agreement, including without limitation this Section 4, refers to the actual, present knowledge of: (1) Heidi Behrends Cerniwey, City Manager, for the City; (2) Josh Fredrickson, Director of Public Works Department, for the County; and (3) Jim Wohlpart, CWU President, for CWU (each being the respective Party's "Information Representative"), as of the Effective Date of this Agreement. Section 5. Operations Pending Closing. Except as otherwise set forth in this Agreement, no Party shall, after the Effective Date, (l) enter into or agree to enter into any lease, easement, license, or other agreement concerning occupancy or use of any of the Exchange Properties that will survive Closing hereunder, or (2) enter into, or consent in writing to, any easement, encumbrance, covenant, condition, restriction, or right-of-way affecting an Exchange Property without first obtaining the prior written consent of the intended Transferee of the Exchange Property hereunder. Property Exchange Agreement - 9 Section 6. Conditions to Closing. A. Conditions to the City's Obligation. The City's obligation to proceed to Closing under this Agreement is subject to the following conditions precedent: 1. As of the Closing Date, this Agreement is in full force and effect and the other Parties have timely performed each of their respective obligations and covenants under this Agreement. 2. The representations and warranties of the other Parties in this Agreement are true in all material respects as of the Closing Date. 3. As of the Closing Date, there shall have been no material adverse change in the condition of the Exchange Property to be acquired by the City other than as contemplated in this Agreement 4. The City is able to obtain at Closing an Owner's Policy to the Exchange Property to be acquired by the City subject only to the Permitted Encumbrances applicable thereto under Section 3. 5. As of the Closing Date, the City and the County must have executed mutually agreeable assignments of any leases then in effect with respect to any tenancy in the City Building, including any required consents of lessees to said assignments. B. Conditions to the Countyos Obtigation. The County's obligation to proceed to Closing under this Agreement is subject to the following conditions precedent: 1. As of the Closing Date, this Agreement is in full force and effect and the other Parties have timely performed each of their respective covenants under this Agreement. 2. The representations and warranties of the other Parties in this Agreement are true in all material respects as of the Closing Date. 3. As of the Closing Date, there shall have been no material adverse change in the condition of the Exchange Property to be acquired by the County other than as contemplated in this Agreement. C. Conditions to CWU's Obtigation. CWU's obligation to proceed to Closing under this Agreement is subject to the following conditions precedent: Property Exchonge Agreement - 10 l. As of the Closing Date, this Agreement is in full force and effect and the other Parties have timely performed each of their respective covenants under this Agreement. 2. The representations and warranties of the other Parties in this Agreement are true in all material respects as of the Closing Date. 3. As of the Closing Date, there shall have been no material adverse change in the condition of the Exchange Property to be acquired by CWU other than as contemplated in this Agreement. 4. As of the Closing Date, CWU and the County must have executed a ground lease for the real property owned by the County on which the Exchange Property being acquired by CWU is located. Section 7. Closing. A. The closing of the property exchange contemplated by this Agreement ("Closing") shall occur within (30) days after the Due Diligence Period ends ("Closing Date"). For purposes of this Agreement, Closing shall have occured when all appropriate documents are recorded. The Closing of this transaction shall occur in the office of First American Title Company of Ellensburg, Washington, or such escrow, title insurance company, or attorney as the Parties may agree, either in person or virtually in accordance with Washington law, on or before the Closing Date. Notwithstanding anything to the contrary, the obligations of each Party to consummate this transaction shall be subject to the fulfillment on or before the Closing Date of all of the Closing conditions contained in this Section 7, any or all of which may be waived in writing only by the Party for whose benefit said condition accrues, and the delivery of the following items: B. At Closing and through escrow, the following shall occur: 1. CWU shall deliver to the Title Company for recording a quit claim deed for the CWU Property in a form acceptable to the City, fully executed and acknowledged by CWU and conveying title subject only to the Permitted Encumbrances; 2. CWU shall deliver to the Title Company for recording a real estate excise tax affidavit in the form applicable to the CWU Property; 3. The County shall deliver to the Title Company for recording a bill of sale for the County Building in a form acceptable to CWU, fully executed and acknowledged by the County, and conveying title; Property Exchange Agreement - 1l 4. The City shall deliver to the Title Company for recording a bill of sale for the City Building in a form acceptable to the County, fully executed and acknowledged by the City, and conveying title; 5. Each Transferor shall deliver to the corresponding Transferee a non-foreign status certificate pursuant to Internal Revenue Code $ 1445, duly executed by the Transferor; 6. Each Party shall execute or deliver such other and further documents as may be reasonably required to consummate the transactions contemplated by this Agreement and for the Title Company to issue an Owner's Policy to the City in accordance with this Agreement; 7. Property. Possession by each Transferee ofthe corresponding Exchange Section 8. Fees and Costs; Taxes. A. Unless otherwise expressly set forth in this Agreement, the Parties shall prorate items of income and expense related to the Exchange Properties and shall allocate certain Closing costs as set forth in this Section 8. B. Each Transferor will be responsible for the cost of removing any monetary encumbrances or obtaining any lien releases pertaining to the Exchange Property to be conveyed by it hereunder. C. Each Party shall pay for the cost of any Property Appraisals, Property Surveys, Title Policies, or Tests obtained by, or on behalf of, said Party after the Effective Date. Each Party shall pay one-third (1/3) of the Closing escrow agent's fees and one-third (1/3) of the costs of recording all documents and instruments (other than those pertaining to a Transferor's own monetary encumbrances or other lien releases) to be recorded at the Closing. Each Transferor will be responsible for payment of all transfer taxes (real estate excise tax) attributable to the conveyance ofthat Transferor's Exchange Property to Transferee. D. There shall be no proration for real estate ad valorem taxes, personal property taxes, or special tax assessments ("Taxes") accruing to, attributable to, or becoming a lien against any Exchange Property that are not yet due and payable as of the Closing Date. Each Party shall pay on or before the Closing Date any and all such Taxes attributable to the Exchange Property to be conveyed by it hereunder that is due and payable on or before the Closing Date. E. Other than as set forth above or elsewhere in this Agreement, each Party shall pay its own expenses, including costs of legal counsel, incurred in connection with the transaction contemplated by this Agreement. Property Exchange Agreement - 12 Section 9. Miscellaneous. A. Time is of the essence of this Agreement. This Agreement is binding upon the heirs, executors, administrators, successors, and assigns of each of the Parties hereto. B. In the event of any dispute between any of the Parties related to this Agreement, each Party will be responsible for its own attorneys' fees, costs, and any other expenses incurred in connection with such dispute. Venue for any suit arising under this Agreement will be in Kittitas County, Washington. C. At the time of execution of this Agreement, CWU is leasing the County Building from the County pursuant to a written lease agreement. All rent and other amounts to be paid by CWU under said lease agreement shall be prorated to the Closing Date. In the event this transaction does not close for any reason, the City and CWU agree that the lease agreement referenced in this paragraph 9(C) will remain in full force and effect. At the time of execution of this Agreement, the City is leasing the City Building from the County pursuant to a written lease agreement. All rent and other amounts to be paid by the City under said lease agreement shall be prorated to the Closing Date. In the event this transaction does not close for any reason, the City and the County agree that said lease agreement will remain in full force and effect. At the time of execution of this Agreement, one or more tenants are lessees of the City in the City Building pursuant to written lease agreement(s). All rent and other amounts to be paid by any such tenant shall be prorated to the Closing Date. In the event this transaction does not close for any reason, the City and the County agree that any such lease agreement will remain in full force and effect. D. All notices hereunder shall be in writing and addressed as set forth below, or to such other address as may be designated by the Party desiring its address to be changed in a notice to other Parties given in a like manner: If to the City Heidi Behrends Cerniwey, City Manager City Hall 501 North Anderson Street Ellensburg, WA 98926 If to the County: Josh Fredrickson, Director of Public Works Department 4l I N Ruby Street, Suite I Ellensburg, WA 98926 If to CWU Property Exchange Agreement - 13 Stuart Thompson, AVP Campus Planning, Facilities Management and Procurement 400 E. University Way Ellensburg, WA 98926 Notice will be deemed to have been served (1) upon delivery in person to the address set forth above for the Party to whom the notice is given, (2) upon delivery in person at the Closing (if such Party is present at the Closing and the delivery is to be made at Closing), (3) three days after such noticed is placed in the United States mail, return receipt requested, addressed to such Party at the address specified above, or (4) upon being deposited into the custody of a nationally recognized ovemight delivery service for next day delivery, addressed to such Party at the address specified above. E. No failure of a Party to enforce a provision of this Agreement will be construed as a general or a specific waiver of that provision, or of a Party's right to enforce that provision, or of a Party's right to enforce any other provisions of this Agreement. No waiver of any breach of any covenant or other provisions herein contained shall be deemed to be a waiver of any preceding or succeeding breach, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed to be an extension of the time for performance of any other obligation or act. F. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be deemed to constitute a single agreement. The execution and delivery of one counterpart by a Party shall have the same force and effect as if that Party had signed all other counterparts. The signatures to this Agreement may be executed on separate pages and when attached to this Agreement shall constitute one complete document. G. This Agreement binds and is for the benefit of the Parties and their permitted successors and assigns. No Party to this Agreement may assign its rights and obligations hereunder without prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned, or delayed. H. This Agreement is governed by and must be construed in accordance with the laws of the State of Washington. I. This Agreement may not be modified or amended except in writing signed by all Parties. This Agreement constitutes the entire agreement between the Parties with respect to the conveyance ofthe Exchange Properties and supersedes any prior understandings and agreements between them respecting the subject matter of this Agreement. There are no other representations, agreements, arrangements, or understandings, oral or written, between and among the Parties to this Agreement or any of them, relating to the subject matter of this Agreement. Property Exchange Agreement - 14 J. If the day for performance of any act required under this Agreement falls on a Saturday, Sunday, or legal holiday, then the Closing Date or the day for such performance, as the case may be, shall be the next following regular business day. K. Each of the provisions of this Agreement has been reviewed and negotiated and represents the combined work product of all Parties hereto. No presumption or other rules of construction which would interpret the provisions of this Agreement in favor of or against the Parties preparing the same shall be applicable in connection with the construction or interpretation of any of the provisions of this Agreement. L, In case any one or more of the provisions contained in the Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. M. It is not intended by this Agreement to, and nothing contained in this Agreement shall create, any partnership, joint venture, or other agreement between or among the Parties. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization, or corporation not aParty hereto, and no such other person, firm, organization, or corporation shall have any right or cause ofaction hereunder. N. The Parties agree that they will take such further actions and execute and deliver any other consents, authorizations, instruments, or documents that are necessary or incidental to achieve the purposes of this Agreement. O. All warranties, representations, covenants, obligations, and agreements contained in or arising out of this Agreement will survive the Closing and conveyance of the Exchange Properties. The indemnity obligations, if any, set forth in this Agreement shall survive the Closing or earlier termination of this Agreement. P. Risk of loss or damage to any Exchange Property shall remain with the Transferor until Closing. Section 10. Default. In the event of material breach or default by a Party of this Agreement or any of the conditions or provisions hereof, except for provisions that survive Closing, the other Parties shall have as their sole remedy the right to terminate this Agreement upon written notice without any additional liability to any Party. In the event of a material breach or default of any of the provisions in this Agreement that survive Closing by a Party, the other Parties may pursue all remedies that are available to them, whether at law or in equity, except as provided below. After Closing of the property exchange, if any dispute arises between the Parties with respect to this Agreement, no Party shall be entitled to seek rescission of the conveyances that may have Property Exchange Agreement - I5 already occurred pursuant to the Agreement as a remedy, and the only remedy available will be to seek monetary damages. Section 11. Return of Information. If this Agreement is terminated without Closing having occunedo then promptly after such termination, each Party shall deliver to the other Party legible copies of all Tests, Property Surveys, studies, reports, and other written materials obtained or produced with respect to its inspection and review pursuant to this Agreement of any of the Exchange Properties. Section 12. No Brokers. The Parties agree that there are no brokers involved in connection with this exchange. Section 13. Tax Effect. No Party has made or is making any representations to the other Parties concerning any of the tax effects of the transaction provided for in this Agreement. No Party shall be liable for or in any way responsible to any other Parties because of any tax effect resulting from the transaction provided for in this Agreement. Section 14. Effective Date. The "Effective Date" shall be the day on which the last of the three Parties executes this Agreement. Property Exchange Agreement - I6 I Executed by the Parties to be effective as of the Effective Date set forth above. -fuDATED this / day of April,2026. CITY OF ELLENSBURG By: Elliott, Beth as form: Clerk City Attomey Property Exchange Agreement - 17 DATED this day of April,2026.7h BOARD OF KITTITAS COTINTY COMMISSIONERS CORY WRIGHT, Vice-Chair CZ, Commissioner ATTEST: Kj Clerk of the Board CourrU Property Exchange Agreement - 18 DATED this l0 day of April,2026. CENTRAL WASHING By: Approved as to form: Assistant Attorney General TINIVERSITY f Property Exchange Agreement - 19 Docusign Envelope lD: 858ED02F-193547A0-ASD3-9847FA196816 DATED this -jQ-day of APril,2026. CENTRAL W TON UNIVERSITY Approved as to form: by: S,,,aar,, (". %4"* Assistant AttorneY General By Property Exchange Agreement - 19 tr --] HGIIBIT 'A' E. BOTERS ND. dE Fif,o* ei i CII/ BUILDING SCALE 1"=100' API{:066??? toT c-la SUXffiY g:{5P:80 (rNcuBATon U c{N 6 oU) s88'12'50\l 111 38"W 302.24 f) 15.1 s88'08'38"W 137 .38 + f) 15. UNc{ n oU) L' ro F3 :ooa "E 11 .+ 1l- COUNTY BUILDING E. BOIERSI RD. SCALE 1"=100' IPN:066$8?m u-21 SIBYEY B:46'P:80 (cru raIN [Al{clB) otn c.lo(f =+ ioo htoz. MI.ENA AVE. CWU PROPERTY SCALE 1 "=200' IIITE TABI.E L1 S00'38'42"E L2 s31'22'58"E L3 N89'21',18"E L4 N00'32'48"W L5 N89'21 ',1 8"E L6 N00'32',48"W 1+.67 86.50 127.91 20.00 55.00 10.1 3 CI'RVE TABI,E CURVE DELTA LENGTH RADIUS cl c2 c3 030'44'1 6" 027'52'50" oo9'5't'47" 18.78 291.96 51.64 35.00 600.00 300.00 ilt ol /tl I N. RUBY ST., ETIINSBURG WA PERTY EII.ENSBT'RC MENT I'NIVERSIITY &SEC 1 DRAWING ITPE EXHIBIT DRAWING '|OF SHETIS 1 PARCTL NO. VARIES SCAIT: VARIES (sos) e62-7s2r MAP I.D. VARIES DATE: 11 5 W.M PROJECT t_ EXHIBIT B Legal Description of City Building (CenterFuse Economic Development Building Envelope) That portion of Lot C-lA of "Bowers Field Airport Binding Site Plan 2nd Amendment," recorded in Book 45 of Surveys at Pages 80-83, under Kittitas County Auditor's File No. 202301190002, in the NW Quarter of the NW Quarter of Section 25, Township 18 North, Range 18 East, Willamette Principal Meridian, Kittitas County, Washington, described as follows: Beginning at the Southwest corner of said Lot, thence N88o12'30"E along the south line, a distance of 302.17 feet; thence N53'52'09W, a distance of 122.67 feet to the true point of beginning; thence 588"08'17"W, a distance of 137.38 feet; thence N01o5l'43"W, a distance of 55.13 feet; thence 588"08'17"W, a distance of 15.11 feet; thence N01o51'43"W, a distance of 15.41 feet;thenceN88o08'lT"Eadistanceof 167.60 feet;thence S0l"5l'43"E, adistance of 1 5.41 feet; thence S88o08'1 7"W, a distance of I 5. 1 I feet; thence S0 1o5 1 '43 "E, a distance of 5 5 . I 3 feet to the true point of beginning. EXHIBIT C Legal Description of County Building (CWU Large Hangar Building Envelope) That portion of Lot H-21 of "Bowers Field Airport Binding Site Plan 2nd Amendment," recorded in Book 45 of Surveys at Pages 80-83, under Kittitas County Auditor's File No. 202301190002, in the SE Quarter of the SW Quarter of Section 24, Township 18 North, Range l8 East, Willamette Principal Meridian, Kittitas County, Washington, described as follows: Beginning at the Northeast corner of said lot, thence S88"12'30"W, along the North line, a distance of 517.78 feet; thence S46o00'02"E, a distance of 126.46 to the true point of beginning; thence N87o54'52"E, a distance of 200.11 feet; thence S02o05'08"E, a distance of 100.21 feet; thence S87o54'52"W, a distance of 200.11 feet; thence N02o05'08"W, a distance of 100.21 feet to the true point of beginning. t't EXHIBIT D Legal Description of CWU Property (Parcel #374034) Lot A-1 of that certain record of survey recorded in Book 47 of Surveys, Pages 8-9, under Kittitas County Auditor's File No. 202505190028, in that certain portion of Block 9 of College Addition, according to the plat thereof recorded in Book 7 of Plats, Page 1, Kittitas County records, in the NW Quarter of the NE Quarter of Section 36, Township 18 North, Range 18 East, Willamette Principal Meridian, Kittitas County, Washington. O docusign Certifi cate Of Completion Envelope ld: B58ED02F-1 935-47A0-A5D3-9847FA1 968 1 6 Subject: Complete with Docusign: CWU Property Exchange (Kittitas County Copy 1) Source Envelope: Document Pages: 23 Signatures: 1 Certificate Pages: 5 lnitials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 411312026 12:53:05 PM Signer Events Susan K. Kaplan suki.kaplan@atg.wa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 411312026 1:04:56 PM lD 3f 4442c9 - 425c-4c35-b4 47 - d007 a4827 Sce ln Person Signer Events Editor Delivery Events Agent Delivery Events lntermediary Delivery Events Certified Delivery Events Carbon Gopy Events Michael Rogel rogelm@cwu.edu Director; Contracts and Proc. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Holder: Michael Rogel rogelm@cwu.edu Signature -Siqned by: I S"."^ {. &d"* (-rronr""..orro." Signature Adoption: Pre-selected Style Using lP Address: 1 52.1'13.254.227 Signature Status Status Status Status Status COPIED Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status: Completed Envelope Originator: Michael Rogel rogelm@cwu.edu I P Address: 7 2.233.209.3O Location: DocuSign Timestamp Sent: 4/13/2026 12:57:31 PM Viewed: 4l'1312026'1 :04:56 PM Signed: 4/1 3/2026 1 :1 5:02 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 411312026 12:57:32 PM Resent: 4/13/2026 1 :15:03 PM Timestamp Timestamp Timestamps 411312026 '12:57:32 PM 411312026 1:04:56 PM 411312026 1:15:02 PM 411312026 1:15:02 PM Payment Events Status Timestamps El.ectrgnic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 9115120221:53:24 PM Parties agreed to: Susan K. 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