DRAFT INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT BETWEEN YAKAMA POWER AND BENTON RURAL ELECTRIC ASSOCIATION

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1 DRAFT INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT BETWEEN YAKAMA POWER AND BENTON RURAL ELECTRIC ASSOCIATION THIS INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT ( Transfer Agreement ) is entered into between Yakama Power ( Yakama Power ) and Benton Rural Electric Association ( Benton REA ), hereinafter sometimes referred to individually as Utility or jointly as Utilities. RECITALS WHEREAS, Yakama Power and Benton REA each operate an electric utility which provides electric and associated services within the State of Washington; and WHEREAS, the installment sale and transfer, and leasing for limited durations, of certain Benton REA assets to Yakama Power, as set forth in this Transfer Agreement, is part of a multiple agreement transaction that includes a Utility Service Area Agreement that delineates where each of the Utilities can and cannot offer or provide electric service, a Separation and Reintegration Funding Agreement that provides for the reimbursement of certain actions to be taken by Benton REA, Lease Agreements for Electrical Infrastructure and a Utility Services Agreement under which Benton REA will provide certain services to Yakama Power; and WHEREAS, Benton REA and Yakama Power have agreed that the terms and conditions of this Transfer Agreement, together with the terms of the other agreements, establish fair compensation for the sale, lease and transfer of Electrical Infrastructure between the Utilities; and WHEREAS, Yakama Power is a tribal non-profit utility established by Charter by the Confederated Tribes and Bands of the Yakama Nation on October 12, 2004, and Article XIV of that Charter authorizes Yakama Power to waive sovereign immunity in any contract, agreement or other document when approved by its Board of Directors.. NOW, THEREFORE, based on the mutual obligations and consideration contained herein, the receipt and sufficiency of which is hereby acknowledged, the Utilities agree as follows: Section 1. Definitions When capitalized and used in this Transfer Agreement, the following terms are defined as follows: A. Bill shall have the meaning given such term in Section 5(B) hereof. INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 1

2 DRAFT B. C. D. E. F. G. H. I. J. K. Calendar Year means the period that begins on each January 1 and ends on the immediately following December 31. Customer means those persons or entities legally responsible for payment for electric energy delivered to their residence, facility, or place of business and for which Electrical Infrastructure was installed by Benton REA to provide Delivery Service prior to the Effective Date this Transfer Agreement. Delivery Service means providing electrical distribution functions and associated electrical services by Benton REA through poles, lines, facilities, and system operations, thereby allowing a Customer to be connected to a source of electric energy. Document Delivery Request means the form of request required by Escrow Agent as set forth in the Escrow Agreement. Effective Date is the day and year upon which the last required signature for this Transfer Agreement to take effect has been affixed to this Transfer Agreement. Electrical Infrastructure means certain physical distribution and transmission facilities and documentation, operating, control and billing systems and other systems and associated data, and associated real property interests, placed in service by Benton REA within the Reservation to provide Delivery Service. Escrow means that account established by the Escrow Agent, into which will deposit funds borrowed by Yakama Power, and from which the Escrow Agent will withdraw and disburse funds to Benton REA, all pursuant to this Agreement and the terms of the Escrow Agreement. Escrow Agent means that institution, individual or agency designated in the Escrow Agreement as being responsible for the receipt, retention and disbursement of funds and documentation passing title for the Transferred Assets from Benton REA to Yakama Power pursuant to this Agreement and the terms of the Escrow Agreement. Escrow Agreement means that certain agreement between the Utilities and the Escrow Agent, attached hereto as Exhibit M, which designates the Escrow Agent, and sets forth the terms of the Escrow which the Escrow Agent and the Utilities agree to follow. Force Majeure Event means any event which wholly or partly prevents or delays the performance of any obligation arising under this Transfer Agreement, but only if and to the extent (i) such event is not within the reasonable control of the Utility declaring the Force Majeure Event, (ii) such event, despite the exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by such Utility, (iii) such Utility has taken all reasonable precautions and measures in order to avoid the effect of such event on such Utility s ability to perform its obligations under INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 2

3 DRAFT this Transfer and to mitigate the consequences thereof, and (iv) such event is not the direct result of such Utility s negligence or the failure of such Utility to perform any of its obligations under this Transfer. A Force Majeure Event shall include, but not be limited to, any of the following: (a) acts of God or the public enemy, war, whether declared or not, blockade, insurrection, riot, civil disturbance, public disorders, rebellion, violent demonstrations, revolution, terrorism, or sabotage; (b) any effect of unusual natural elements, including fire, subsidence, earthquakes, floods, lightning, tornadoes, unusually severe storms, or similar cataclysmic occurrence or other unusual natural calamities; (c) explosion, accident or epidemic; and (d) general strikes, lockouts or other collective or industrial action by workers or employees, or other labor difficulties; provided however, that lack of money shall not constitute a Force Majeure Event. L. Installment Sale, Lease and Transfer Agreement or Transfer Agreement shall have the meaning given such term in the Introduction. M. Lease Agreements or Leases means the lease agreements by and between the Utilities pursuant to which Benton REA leases to Yakama Power certain Transferred Assets, all of such leases are contained in Exhibit N. N. O. P. Q. R. Leased Assets means those assets defined as such in a Lease Agreement that are leased to Yakama Power by Benton REA for the lease terms set forth in each of the separately executed Lease Agreements and which will be transferred to Yakama Power by Benton REA upon the expiration of each such Lease Agreement. Member means person, as defined in the Benton REA s Articles of Incorporation, which qualifies for and takes the steps necessary to become a member of Benton REA. Prudent Utility Practice means the practices, methods and standards of professional care, skill and diligence engaged in or approved by a significant portion of the electric power industry located in the Western Energy Coordinating Council (WECC) region for facilities of similar size, type, and design, that, in the exercise of reasonable judgment, in light of the facts known at the time, would have been expected to accomplish results consistent with law, regulation, reliability, safety, environmental protection, applicable codes, and standards of economy and expedition. Reserved Assets means the nine (9) power poles, wires and associated hardware, located within the external boundaries of the Reservation on the northwest side of Boundary Road, Yakima County, Washington, the ownership and use of which will be retained by Benton REA subsequent to the change in ownership of the Transferred Assets pursuant to this Transfer Agreement Retail Customer means those persons or entities legally responsible for payment for electric energy delivered to their residence, facility, or place of business by a Utility INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 3

4 DRAFT S. T. U. V. Transfer Date shall have the meaning given such term in Section 3(E) hereof. Transfer Schedules shall have the meaning given such term in Section 3(E). Transferred Assets means all Electrical Infrastructure and other items to be transferred from Benton REA to Yakama Power pursuant to this Transfer Agreement, a complete listing of which is set forth on Exhibits A through J attached hereto attached hereto. Yakama Nation Reservation or Reservation means that area governed by the Yakama Nation Tribal Council, as established in the Treaty of Section 2. Term and Termination A. B. Term. This Transfer Agreement shall take effect upon the Effective Date and shall expire on the date when all actions required hereunder have been completed, or is earlier terminated pursuant to Section 2(B). Termination. This Transfer Agreement may be terminated by the written agreement of the Utilities at any time during its term, or in accordance with Section 6(C)(2) hereof; provided however, that those obligations specifically preserved herein shall survive the expiration or termination of this Transfer Agreement Section 3. Provisions of Electrical Service and Transfer of Electrical Infrastructure A. Assets To Be Transferred. The following assets, all of which are located within the external boundaries of the Reservation and are more particularly described in Exhibits A through J, are to be transferred from Benton REA to Yakama Power pursuant to the terms of this Transfer Agreement: 1) 538 miles of Electric Distribution Plant including poles, wire, transformers, meters and all other necessary appurtenance to serve 2,339 accounts within the external boundary of the Reservation, all as set forth on Exhibit A. Purchase Price: $18,791, ) 36.5 miles of 34.5kV and 115 kv Transmission Plant including poles, wire, and all other necessary appurtenances to serve substations within the external boundary of the Reservation, all as set forth on Exhibit B. Purchase Price: $1,396, ) Six (6) substations Dekker, Ermey, Parton, Satus, South Wapato, and White Swan Substations including substation transformers, transformer spares, and all associated structures. This includes real property at White Swan and Dekker substations and all substation transformer testing data. A listing of all facilities and equipment associated with each such substation are set forth on INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 4

5 DRAFT Exhibits C through H, and the real property as set forth on Exhibit J Section B. Purchase Price: $3,185, ) General Plant Certain personalty, real property and fixtures, including the Benton REA Toppenish office building, office furniture, office equipment and warehouse at 410 South G Street including the yard and the pole yard at 715 East Toppenish Avenue, but excluding all computer equipment and electric plant construction inventory. A listing of the items to be transferred is set forth on Exhibit I, and the real property as set forth on Exhibit J Section A. Purchase Price: $308, Total Electric Plant Property Purchase Price (Subtotal of items 1-4 above): $23,682, ) Electronic data files containing mapping of transmission and distribution plant. Purchase Price: $150, ) SCADA systems including engineering, master station design, software install, training on operation. Yakama Power must buy the software. Purchase Price: $500, ) All Sectionalizing and Work Plan analysis and documentation. Purchase Price: $150, ) Transfer of electronic data files of billing account information for Benton REA members located within the external boundaries of the Reservation to be transferred to Yakama Power. Purchase Price: $50, Total Miscellaneous Items Purchase Price (Subtotal of items 5-8 above): $850, Total Purchase Price for Electrical Infrastructure and Miscellaneous Items $24,532, B. Reserved Assets. Benton REA will retain the ownership and use of the Reserved Assets for purposes of providing service to Benton REA Members located outside the external boundaries of the Reservation. Benton REA will have access to such Reserved Assets for all necessary purposes, including but not limited to operations, maintenance and replacements/renewals of such Reserved Assets. Benton REA will provide Yakama Power with advance notice of any actions that Benton REA intends to take with regard to the maintenance or operation of the Reserved Assets that is reasonably expected to adversely impact the performance of facilities used by Yakama Power to serve its Retail Customers, and if requested permit Yakama Power to observe such maintenance or operation actions. Any action undertaken by Benton REA with respect to the Reserved Assets shall be at Benton REA s sole expense. INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 5

6 DRAFT C. D. E. First Right to Purchase Reserved Assets. If the governing body of Benton REA accepts a bona fide offer by a third party for the purchase of the Reserved Assets, Yakama Power shall have a sixty (60) day period from the date of such bona fide offer to tender in writing an offer of purchase that matches in all material aspects the bona fide offer of purchase by such third party. If Yakama Power does not tender such a matching bona fide offer within the sixty (60) day period, it will be deemed to have waived any right to match the purchase offer by the third party. If Yakama Power does make such a matching offer, then the sale will be consummated by the Utilities, and not with the third party. Wheeling. Benton REA will establish a point of metering at the Benton REA Slavin Substation for purposes of metering Bonneville Power Administration ( BPA ) power deliveries made to Benton REA for serving its Members in the White Pass area. Yakama Power will provide wheeling services to Benton REA over the Yakama Power 34.5 kv line that runs north northwest from the Yakama Power White Swan Substation to the Slavin Substation at a cost to Benton REA of $8.07 per kw/year, which rate will remain in effect without change through September 30, Subsequent to that date, such wheeling rate will be revised using the percentage change to the BPA Network Integration Transmission Rate, or its successor rate, as established in the BPA Wholesale Power and Transmission Rate Proceedings conducted subsequent to such date for the applicable rate period. Benton REA may terminate this wheeling service at any time by providing Yakama Power prior written notice of termination ninety (90) days prior to the date of termination. Benton REA will not be liable to Yakama Power for any termination or stranded facilities charges related to such wheeling services upon such termination. In the event of outages to such 34.5 kv line that detrimentally impacts service to Benton REA Members, with prior coordination with and consent by Yakama Power, Benton REA may patrol such line to determine the cause of the outage and coordinate the implementation of the remedy for such outage with Yakama Power Disposition of Transferred Assets. Upon receipt by Benton REA on or before November 15 of 2016, 2017, 2018 and 2019, respectively, of the payment amount set forth in the Bill prepared and issued in accordance with Section 5 below and the applicable Transfer Schedule set forth in Exhibit K, Benton REA will promptly undertake any additional actions necessary (including the recording of quitclaim deeds, if applicable) to transfer to Yakama Power by no later than December 1 of that year (each such December 1 a Transfer Date ) all of its right, title and ownership interest in the Transferred Assets set forth in the applicable Transfer Schedule. The Transfer Schedules are contained in Exhibit K attached hereto, and the Transfer Schedule applicable to each year is as follows: Year Applicable Transfer Schedule 2016 Transfer Schedule Transfer Schedule Transfer Schedule Transfer Schedule 4 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 6

7 DRAFT Section 4. Assumption of Liability for Transferred Assets A. B. C. D. E. Environmental Liability. On and after the applicable Transfer Date, Yakama Power agrees to assume responsibility for, and shall indemnify and hold Benton REA harmless against all environmental cleanup costs arising from (a) any activity, whether known or unknown, of Benton REA or Yakama Power or their successors, at the Dekker, Ermey, Parton, Satus, South Wapato and White Swan Substations and at the locations of any and all real property, facilities or equipment transferred from Benton REA to Yakama Power regardless of when occurring, including without limitation properly identifying, handling, removing and disposing of any releases of hazardous materials or petroleum products, or both, at the Substations or at other facility or equipment locations; and (b) any changes in environmental regulations or any changes in land use from a substation, transmission or distribution facility to another use. Customer Records. On and after the applicable Transfer Date, Yakama Power agrees to assume responsibility for, and shall indemnify and hold Benton REA harmless against any unauthorized release, disclosure or use, whether voluntary or involuntary, and any use made by Yakama Power, of any information contained in Customer records transferred by Benton REA to Yakama Power, commencing with the date such records are transferred by Benton REA to Yakama Power. On and after the applicable Transfer Date, Benton REA agrees to assume responsibility for, and shall indemnify and hold Yakama Power harmless against any unauthorized release, disclosure or use, whether voluntary or involuntary, by Benton REA of any information contained in Customer records transferred by Benton REA to Yakama Power that have been retained by Benton REA, commencing with the date such records are transferred by Benton REA to Yakama Power. As Is Sale. The Utilities acknowledge that the purchase price includes consideration for Yakama Power assuming the obligations and responsibilities in Section 4 and Yakama Power agrees that the real property, equipment, personalty and fixtures sold by Benton REA to Yakama Power are sold on an AS IS basis. Yakama Power has had adequate opportunity to inspect such real property, equipment and fixtures. Assumption of Risk After Transfer. On and after the applicable Transfer Date, Yakama Power assumes the cost for all loss or damage to the property or equipment that comprise the Transferred Assets, which is the date that the benefits and burdens of ownership shall be deemed to have passed from Benton REA to Yakama Power even though title remains with Benton REA until the quitclaim deeds are delivered. Costs for all loss or damage to such property or equipment prior to the applicable Transfer Date are governed by the applicable Lease Agreement. Indemnity for Past and Future Use. On and after the Transfer Date, Yakama Power agrees to indemnify and hold Benton REA harmless from any future claims, obligations or liabilities arising from the use of any or all of the equipment and INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 7

8 DRAFT facilities transferred by Benton REA to Yakama Power. Indemnity of Benton REA by Yakama Power prior to the applicable Transfer Date is governed by the applicable Lease Agreement. On and after the Transfer Date, Benton REA agrees to indemnify and hold Yakama Power harmless from any future claims, obligations or liabilities arising from the use of any or all of the equipment and facilities transferred by Benton REA to Yakama Power prior to the Transfer Date for such equipment and facilities. Section 5. Compensation and Payment for Electrical Infrastructure A. B. C. D. Total Compensation For Transferred Assets. Yakama Power agrees to pay Benton REA for the Transferred Assets total compensation in the amount of Twenty-Four Million Five-Hundred Thirty-Two Thousand Seven Dollars and Fifty Cents (US$24,532,007.50). Payment shall be made in four separate installments consistent with Section 5(B) hereof and the Transfer Schedules. Method of Payment. Benton REA will issue to Yakama Power, and to the Escrow Agent, on or about each November 1 of 2016, 2017, 2018 and 2019 a Bill substantially in the form of Exhibit L, and a Document Delivery Request substantially in the form as contained in Exhibit M. Each such Bill shall set forth the Transferred Assets to be transferred by Benton REA to Yakama Power on or before the immediately following December 1 (each such December 1 the Transfer Date ), the amount of the payment due from Yakama Power to Benton REA on or before each November 15 in payment for such Transferred Assets, all as set forth on Transfer Schedules 1 through 4 attached hereto in Exhibit K. Benton REA will also provide the Escrow Agent with all documents necessary to transfer legal title from Benton REA to Yakama Power for all Transferred Assets set forth in the applicable Transfer Schedule, all in accordance with the terms of the Escrow Agreement. Upon receipt of each Bill and Document Delivery Request, the Escrow Agent shall take all actions necessary to obtain and transmit to Benton REA the payment due for such Transferred Assets, and to transmit to Yakama Power all documents necessary to transfer legal title to such Transferred Assets to Yakama Power, all in accordance with the terms of the Escrow Agreement. Unpaid Electrical Accounts. Any accounts of Customers transferred by Benton REA to Yakama Power that have been billed for service provided by Benton REA prior to being transferred to Yakama Power and that remain unpaid after January 31, 2017 will be paid to Benton REA by Yakama Power. Return of Capital Credits. Any capital or patronage credit accrued by a Benton REA Member prior to the transfer of such Member s account to Yakama Power shall be disbursed by Benton REA to such Member at such time and in such manner as Benton REA determines in accordance with the then applicable Benton REA policies governing such disbursement. INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 8

9 DRAFT Section 6. Lease of Certain Assets A. Lease of Assets. Benton REA leases to Yakama Power in accordance with the terms and conditions of Leases A through C (all of which are contained in Exhibit N which is attached hereto), as well as the terms and conditions set forth herein, the assets listed on each of the Transfer Schedules as follows: Transfer Schedule Term of Lease Applicable Lease Transfer Schedule 2 December 1, 2016 through November 30, 2017 Lease A Transfer Schedule 3 December 1, 2016 through November 30, 2018 Lease B Transfer Schedule 4 December 1, 2016 through November 30, 2019 Lease C B. C. Yakama Power s Responsibilities For Leased Assets. During the term of each Lease, Yakama Power will be responsible for and will at its own expense operate, maintain, repair and replace the Leased Assets in a manner consistent with Prudent Utility Practice. Liabilities of Yakama Power Regarding Leased Assets. During the term of each Lease, with regard to the Leased Assets covered by each such Lease Yakama Power will: 1. Agree that loss or damage to any of the Leased Assets during the term of Leases A through C shall not relieve Yakama Power of the obligation to pay Benton REA for any such Leased Assets pursuant to section 5 of this Transfer Agreement. 2. Agree that in the event that Yakama Power breaches or is otherwise in default of the terms and conditions of one or more of the Leases that result in the termination of such Lease, Benton REA may in its sole discretion elect to terminate this Transfer Agreement. Section 7. Power Supply and Other Contracts A. B. Adjustment of Benton REA Contract High Water Mark (CHWM). Upon the date that the retail electric service obligation for those Benton REA Customers located within the Yakama Nation Reservation is transferred to Yakama Power, the Contract High Water Mark ( CHWM ) of Benton REA will, as a result of the transfer of service area and Customers effectuated by this Transfer Agreement, only be decreased by three average megawatts (3 amw), and that such CHWM will be retained by Benton REA so long as BPA uses the CHWM, or such analogous or related concept, to determine the amount of least cost federal power it will make available to utilities with preference and priority to such power under federal law Impact on Other Contracts. Unless expressly stated otherwise in this Transfer Agreement, the Utilities do not intend, and this Transfer Agreement does not expressly or by implication, modify in any manner provision of any contract or INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 9

10 DRAFT agreement between each of the Utilities and any third party, or any benefits available to a Utility thereunder. Section 8. Right to Purchase If the governing body of Yakama Power accepts a bona fide offer by a third party for the purchase of all or a portion of its electric plant, then in that event Benton REA shall have a sixty (60) day period from the date of such bona fide offer to tender in writing an offer of purchase that matches in all material aspects the bona fide offer of purchase by such third party. If Benton REA does not tender such a matching bona fide offer within the sixty (60) day period, it will be deemed to have waived any right to match the purchase offer by the third party. If Benton REA does make such a matching offer, then the sale will be consummated by the Utilities, and not with the third party. Upon the sale of all or a portion of such electric plant, whether to a third party or Benton REA, the purchasing entity shall then have the right to provide retail electric service in the area encompassed by the sale. The foregoing first right to purchase shall not apply to any electric plant to which a third party has a first right to purchase pursuant to an agreement with Yakama Power, provided however, that if such third party elects not to exercise its first right to purchase, then in such event the first right to purchase granted to Benton REA herein shall apply to such Yakama Power electric plant. Section 9. Entire Agreement The terms and conditions set forth in this Transfer represent the full and complete understanding and commitment between Yakama Power and Benton REA as to the subject matter hereof. Section 10. Dispute Resolution, Applicable Laws and Venues A. Limited Waiver Sovereign Immunity. So that Yakama Power and Benton REA will be sure that it and/or they may enforce the terms and conditions of this Transfer Agreement or resolve any dispute arising between them, Yakama Power and Benton REA each covenants and agrees that each of them may sue or be sued to enforce or interpret the terms and conditions of this Transfer Agreement, or to enforce any of the obligations or rights of the Utilities, in accordance with the terms and conditions set forth below in this Section 10. For this purpose, Yakama Power grants a limited waiver of its sovereign immunity to be sued under an explicit provision of this Transfer Agreement, provided that all the following conditions are met: 1. The claim is made by Benton REA, or its successors and assigns; 2. The claim alleges a dispute between the Utilities regarding interpretation or application of this Transfer Agreement, or performance by either Utility hereunder, including without limitation breach by Yakama Power of one or more specific duties owed to Benton REA that is expressly assumed by Yakama Power under the terms of this Transfer Agreement. No suit shall be had for any other reason; 3. The claim seeks either specific performance by Yakama Power to bring Yakama Power into compliance with the obligations or duties expressly INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 10

11 DRAFT assumed by Yakama Power by entering into this Transfer Agreement, provided that specific performance is reasonably possible; or payment of a monetary obligation arising from a breach of an explicit duty owed by Yakama Power to Benton REA under the terms of this Transfer Agreement. No other monetary compensation shall be permitted; and 4. The claim brought by Benton REA follows the dispute resolution procedure set forth below in Section 10(B). B. Dispute Resolution 1. Initial Procedure If a dispute arises between the Utilities regarding interpretation or application of this Transfer Agreement, or performance by either Utility hereunder, then either Utility agrees to notify the other Utility by registered U.S. mail to the other Utility s general manager requesting the Utilities representatives meet within twenty (20) calendar days of the notice to resolve the dispute. 2. Nonbinding Mediation If a dispute cannot be resolved within the twenty (20) day Initial Procedure, then within forty (40) calendar days following receipt of the initial notice by either Utility of such dispute, the Utilities shall meet to reach agreement on selection of a mediator, or invoke a process whereby a mediator is appointed for purposes of convening appropriate proceedings in an attempt to settle the dispute. The mediation process will be nonbinding and, unless otherwise agreed to by the Utilities, the mediation process will conclude within twenty (20) calendar days of commencement. 3. Post-Mediation Binding Arbitration Any dispute which is not resolved through dispute resolution under Section 10(B)(1) and (B)(2) above shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, provided that each of the Utilities shall have full rights of discovery as provided in the Federal Rules of Civil Procedure in such binding arbitration process. Yakama Power and Benton REA consent to and agree that any final judgment or award by the arbitrator(s) shall be conclusive and may be enforced in any court having jurisdiction thereof, including, but not limited to, the United States District Court for the Eastern District of Washington pursuant to Title 9 of the United States Code, Yakima County Superior Court, or the Yakama Nation Tribal Court. The prevailing Utility in any arbitration proceeding under this Transfer Agreement shall be entitled to receive its reasonable attorney s fees and costs. INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 11

12 DRAFT C. No Other Waiver. Notwithstanding the limited waiver granted in this Section 10, Benton REA understands and agrees that Yakama Power, by entering into this Transfer Agreement, does not waive the Yakama Nation s sovereign immunity from suit, nor does it waive, alter, or otherwise diminish the Yakama Nation s sovereign rights, privileges, remedies, or services guaranteed by the Treaty with the Yakamas of 1855 (12 Stat. 951). The limited waiver granted in this Section 10 applies only to Yakama Power and to the individual transactions and obligations under this Transfer Agreement. Section 11. Headings The headings contained in this Transfer Agreement are solely for convenience and do not constitute a part of the Transfer Agreement between the Utilities, nor should such headings be used to aid in any manner in the construction of this Transfer Agreement. Section 12. Force Majeure Except for obligations to pay money and other accrued rights and obligations, the performance of any obligation required hereunder shall be excused during the continuation of any Force Majeure Event suffered by the Utility whose performance is required in respect thereof, and the time for performance of any obligation which has been delayed due to the occurrence of a Force Majeure Event shall be extended by the period of continuation of such Force Majeure Event. Section 13. Revisions to Transfer Agreement and Incorporation of Exhibits This Transfer Agreement, and the exhibits and schedules attached hereto, may only be amended by agreement of the Utilities set out in writing, and executed by the Utilities. All of the Exhibits attached hereto are hereby incorporated by reference into this Transfer Agreement and are made a part hereof as if fully set forth herein. Section 14. Choice of Law This Transfer Agreement shall be interpreted in accordance with the laws of the State of Washington. In the event of a conflict between the terms of this Transfer Agreement and those contained in Exhibit N Leases A through C, the terms of this Transfer Agreement shall have precedence. Section 15. Binding Nature of Agreement and No Third Party Rights This Transfer Agreement shall be binding upon the Utilities, their successors and assigns. This Transfer Agreement is made and entered into for the sole protection and legal benefit of the Utilities, and no other person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with this Transfer Agreement. Section 16. Survival of Provisions The following provisions survive the expiration or termination of this Transfer Agreement, and the Utilities intend that the obligations in each such provision shall remain fully enforceable subsequent thereto: Sections 4, 5, 7, 8, 9, 10, 14 and 15. INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 12

13 DRAFT Section 17. Approvals A. B. Approvals. This Transfer Agreement has been approved by the governing bodies of each of the Utilities, and the documents reflecting such approvals have been exchanged. It is the responsibility of each Utility to obtain and maintain any and all approvals required of it by other entities as a condition of entering into this Transfer Agreement. Execution and Counterparts. Execution of the Transfer Agreement is by a representative of each Utility who has been authorized and empowered to execute this Transfer Agreement, as set forth below. This Transfer Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 18. All Other Rights Reserved Except as expressly provided in this Transfer Agreement, Yakama Power and Benton REA agree that they reserve all of their respective rights under federal, state and tribal law. YAKAMA POWER: JoDe Goudy, Chair, Board of Directors, Yakama Power Date ATTEST: By BENTON RURAL ELECTRIC ASSOCIATION: Michael Freepons, President, Board of Trustees, Benton REA Date ATTEST: By INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 13

14 REPLACEMENT COST Distribution Facilities CPR Record Unit DRAFT Quantity EXHIBIT A Distribution Facilities CPR Record Unit Quantity Poles and Fixtures - Transm Single Phase 1.5 kva Trans Cross Arm Single Phase 3 kva Pole 45' and up Single Phase 5 kva Poles Towers and Fixtures Single Phase 7.5 kva Anchor Guys Single Phase 10 kva Crossarms Single Phase 15 kva Large Crossarms Single Phase 25 kva ' and 30' Poles Single Phase 37.5 kva ' and 40' Poles Single Phase 50 kva ' and over Single Phase 75 kva Cluster Mounts Single Phase 100 kva Platforms Single Phase 167 kva Overhead Conductors and Devices Lightning Arrestors Single Ph Pad Mt 10 kva Line Cutouts Single Ph Pad Mt 15 kva Insulators Single Ph Pad Mt 25 kva Pole Ground Single Ph Pad Mt 37.5 kva By-Pass Switches Single Ph Pad Mt 50 kva Wire #4 ACSR ft Single Ph Pad Mt 75 kva Wire #2 ACSR ft Transf Pad Mount 100 kva Conductor 1/0 ACSR ft Transf Pad Mount 150 kva Conductor 4/0 ACSR ft Transf Pad Mount 167 kva Conductor #6 HD CU ft Transf Pad Mount 225 kva Conductor #6 HD CU ft Transf Pad Mount 300 kva Conductor 2F CWC ft Transf Pad Mount 500 kva Conductor AL STR ft Transf Pad Mount 1500 kva Recloser Control Panel Three Ph Pad Mt 45 kv Recloser Three Phase Total of all tranformers see below for detail Single Phase Recloser Voltage Regulators Air Break Switch 0 Capacitors Underground Conduit Regulator 667 kva Conduit 2" and 3" ft Regulator Control Panel see below for detail Conduit 4" ft Secondary Services Conduit 6" ft Secondary 1/0 Triplex Underground Conductor and Devices Secondary 1/0 Quad Terminator (Pot Head) Secondary1/0 Quad UG #2 15 kv Primary UG ft Secondary #4 Tripelex /0 AL 15kV Concen Nt ft Secondary#4 Tripelex UG Sec Box Concrete Secondary 4/0 Quad &4 Way Feed Secondary 4/0 Quad UG Load Break Elbows Second 350 MCM Tpx UG Fiberglass Trans Pad Meters Concrete Vault Meter, Single Phase Ld Break Arrestor Meter, Three Phase Al 15kv Cable ft Unknown Meters Sg Phase Sec Cab Security Lights 3 Phase Sec Cab Security Lights 100 HPS Line Transformers Security Lights 200 HPS Cut out Comb Cutout By Pas Reg Switch INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 14

15 DRAFT SPECIAL EQUIPMENT DETAIL 1.5kva 12470V to 120/240V S kva 12470V to 120/240V S kva 12470V to 120/240V S kva 34500V to 120/240V S kva 12470V to 120/240V S kva 12470V to 120/240V S kva 12470V to 240/480V S kva 12470V to 277/480V S kva 12470V to 120/240V S kva 12470V to 240/480V S kva 12470V to 277/480V S kva 12470V to 120/240V S kva 12470V to 120/240V S kva 12470V to 240/480V S kva 12470V to 277/480V S kva 12470V to 120/240V S kva 12470V to 240/480V S kva 12470V to 120/240V S kva 12470V to 240/480V S kva 12470V to 277/480V S kva 12470V to 120/240V S kva 12470V to 240/480V S kva 12470V to 277/480V S kva 12470V to 120/240V S kva 12470V to 240/480V S kva 12470V to 277/480V S kva 12470V to 277/480V S kva 12470V to 277/480V S Padmt 10kva 12470V to 120/240V S Padmt 15kva 12470V to 120/240V S Padmt 15kva 12470V to 240/480V S Padmt 25kva 12470V to 120/240V S Padmt 37.5kva 12470V to 120/240V S Padmt 50kva 12470V to 120/240V S Padmt 75kva 12470V to 120/240V S Padmt 100kva12470V to 120/240V S Padmt 167kva 12470V to 120/240V S Padmt 45kva 12470V to 277/480V S Padmt 75kva 12470V to 277/480V S Padmt 150kva 12470V to 277/480V S Padmt 225kva 12470V to 277/480V S Padmt 300kva 12470V to 277/480V S Padmt 300kva 12470V to 120/208V S Padmt 500kva 12470V to 277/480V S Padmt 500kva 12470V to 120/208V S Padmt 1500kva 12470V to 277/480V S Regulators 76kva S Regulators 114kva S Regulators 167kva S Regulators 250kva S Regulators 416.3kva S Regulator 667kva S Capacitors S Regulator Control Panel S INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 15

16 DRAFT EXHIBIT B Transmission Facilities CPR Record Unit Quantity Poles and Fixtures - Transm Trans Cross Arm Pole 45' and up Overhead Conductors and Devices Insulator String kv Insulator Sting -Epox kv Pin Insulator 34.5 kv Post Insulator 115 kv Cut -outs 34.5 kv Arrester kv Poles and Fixtures - Transm Crossarms Pole 45' and up Overhead Conductors and Devices Insulator String Conductor, 2 7/1 ACSR ft Conductor, 4/0 6/1 ACSR ft Conductor, AL STR Air Break Switch Conductor 556 ACSR INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 16

17 UNIT NO. DRAFT EXHIBIT C DEKKER SUBSTATION NAME DESC OF CONSTRUCTION UNIT NO OF UNITS GROUP A - Structure and Bus A1 Steel Structures 1 Lot A2 Electric Bus 1 Lot A3 Bus support Ins 3 GROUP B - Three Phase GOAB Switches B1 34.5kV Group operated Air Break 1 GROUP C - Surge Arresters C1 15 kv Arresters 3 C kv Arresters 3 GROUP D - Single Pole Disconnecting Switches D1 15 kv Disconnect Switch 3 D kv Fused Disconnect Switch 3 D3 15 kv Regulator Bypass Switch 3 GROUP F - Automatic Circuit Reclosers F1 3 GROUP H - Transformers - Westinghouse H1 7.5mVA Standard PJI GROUP I - Voltage Regulators 3 I1 GROUP J - Communications Equipment J1 1 Lot GROUP K - Conduit and Cable Conduit and Accessories 1 Lot K1 Power Cable K2 GROUP L - Foundations Transformer Pad 1 L1 Regulator Pad 1 L2 Structure Pad 2 L3 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 17

18 UNIT NO. GROUP M - Site Preparation M1 DRAFT NAME DESC OF CONSTRUCTION UNIT NO OF UNITS 1 Lot GROUP N - Fence 1 Lot N1 GROUP O - Station Grounding Ground Map 1 Lot O1 GROUP R - AC & DC Distribution Equipment R1 GROUP S - Signs & Safety Markers 1 S1 GROUP U - Primary URD Cable & Equip U1 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 18

19 UNIT NO. DRAFT EXHIBIT D ERMEY SUBSTATION NAME DESC OF CONSTRUCTION UNIT NO OF UNITS GROUP A - Structure and Bus A Switch Structures 1 A2 15 kv Steel Structures 1 A3 34.5kV Bus Insulators 6 A4 15kV Bus Insulators 3 A5 34.5kV Bus 1 Lot A6 15kV Bus 1 Lot GROUP B - Three Phase GOAB Switches B1 34.5kV Group Operated Switch 1 B2 15kV Group Operated Switch 1 GROUP C - Surge Arresters C1 15kV Surge Arresters 3 GROUP D - Single Pole Disconnecting Switches D kv Fused Disconnect Switch 3 D2 15 kvfused Disconnect Switch 3 D3 15 kv Regulator Bypass Switch 3 GROUP F - Automatic Circuit Reclosers F1 1 GROUP H - Transformers Westinghouse H1 5Mva 34.5/12.5 SDV GROUP I - Voltage Regulators Siemens I ,36,37 3 GROUP J - Communications Equipment J1 1 Lot GROUP L - Foundations L kv Switch Supports 1 L4 15 kv Switch Support 1 L6 15kV Distribution Structure 1 L9 15 kv Recloser Pads 1 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 19

20 DRAFT UNIT NO. NAME DESC OF CONSTRUCTION UNIT NO OF UNITS L10 Power Transformer Pad 1 L12 Voltage Regulator Pad 1 GROUP M - Site Preparation M1 1 Lot GROUP N - Fence N1 1 Lot GROUP O - Station Grounding O1 Ground Map 1 Lot GROUP R - AC & DC Distribution Equipment R1 GROUP S - Signs & Safety Markers S1 1 Lot INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 20

21 UNIT NO. DRAFT EXHIBIT E PARTON SUBSTATION NAME DESC OF CONSTRUCTION UNIT GROUP A - Structure and Bus A1 34.5kV Steel Structures A Frame 1 Lot A2 15 kv Metering and Distribution 1 Lot A3 34.5kV Bus support Ins 6 A4 15kV Bus support Ins 15 A5 34.5kV Bus 1 Lot A6 15kV Bus 1 Lot NO OF UNITS GROUP B - Three Phase GOAB Switches B1 34.5kV Group operated Air Break 1 GROUP C - Surge Arresters C1 15kV Arresters 6 GROUP D - Single Pole Disconnecting Switches D1 15 kv Disconnect Switch 21 D2 34.5kV Fused Disconnect Switch 3 D3 15kV Fused Disconnect PT 3 D4 15kV Fused Disconnect CT 3 D5 15 kv Regulator Bypass Switch 3 D6 15kV OCR Bypass Switch 6 GROUP F - Automatic Circuit Reclosers F1 15kV VWE 1 GROUP G - Meters, Relays, Instrument Transformers G1 Current Transformers 15kV 3 G2 Potential Transformers 15kV 3 GROUP H - Transformers H1 WestSDT MVA 1 GROUP I - Voltage Regulators I1 3 GROUP J - Communications Equipment J1 Survalent 1 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 21

22 UNIT NO. DRAFT NAME DESC OF CONSTRUCTION UNIT J2 Substation Camera 1 NO OF UNITS GROUP K - Conduit and Cable K1 CT Junction Box 1 K2 PT Junction Box 1 GROUP L - Foundations L1 34.5kV Circuit Switcher Supports 2 L2 15kV Distribution Supports 4 L3 15kV Metering Supports 2 L4 Transformer Pad 1 L5 Recloser Pad 2 L6 Regulator Pad 1 GROUP M - Site Preparation M1 1 Lot GROUP N - Fence N1 1 Lot GROUP O - Station Grounding O1 Ground Mat 1 Lot GROUP P - Control Building Accessories P1 3PH Metering 1 GROUP S - Signs & Safety Markers S1 1 Lot INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 22

23 UNIT NO. DRAFT EXHIBIT F SATUS SUBSTATION NAME DESC OF CONSTRUCTION UNIT NO OF UNITS GROUP A - Structure and Bus A1 34.5kV Steel Structures - Lattice 1 A2 15kV Distribution Steel 1 A3 34.5kV Bus support Ins 6 A4 15kV Bus support Ins 6 A5 34.5kV Bus (Wire) 1 Lot A6 15kV Bus (Wire) 1 Lot GROUP B - Three Phase GOAB Switches B kv Group operated Air Break 1 GROUP C - Surge Arresters C kv Arresters 3 C2 15kV Arresters 3 GROUP D - Single Pole Disconnecting Switches D kv Fused Disconnect Switch 3 D2 15 kv Blade Disconnect Switch 9 D3 15 kv Regulator Bypass Switch 3 GROUP F - Automatic Circuit Reclosers F1 VWE 1 GROUP H - Transformers H1 1 H2 Substation Power 1 GROUP I - Voltage Regulators I1 3 GROUP J - Communications Equipment J1 1 GROUP L - Foundations L1 34.5kV Structure Pads 2 L2 34.5kV Switch Support Pads 2 L3 15kV Distribution Support Pad 4 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 23

24 UNIT NO. DRAFT NAME DESC OF CONSTRUCTION UNIT NO OF UNITS L4 Transformer Pad 1 L5 Recloser Pad 1 L6 Regulator Pad 1 GROUP M - Site Preparation M1 1 Lot GROUP N - Fence N1 1 Lot GROUP O - Station Grounding O1 Ground Map 1 Lot GROUP S - Signs & Safety Markers S1 1 Lot INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 24

25 UNIT NO. DRAFT EXHIBIT G SOUTH WAPATO SUB NAME DESC OF CONSTRUCTION UNIT NO OF UNITS GROUP A - Structure and Bus A1 34.5kV Steel Structures 1 Lot A2 15kV Steel Structures 1 Lot A3 34.5kV Bus support Ins 6 A4 15kV Bus Support Ins 6 A5 34.5kV Electric Bus (Wire) 1 Lot A6 15kV Electric Bus (Wire) 1 Lot GROUP B - Three Phase GOAB Switches B kv Group operated Air Break 1 B2 GROUP C - Surge Arresters C1 34.5kV Surge Arresters 3 C2 15kV Surge Arresters 3 GROUP D - Single Pole Disconnecting Switches D1 34.5kV Fused Disconnect Switch 3 D2 15 kv Recloser Bypass Switch 6 D3 15 kv Regulator Bypass Switch 3 GROUP F - Automatic Circuit Reclosers F1 VWE 1 GROUP H - Transformers H1 1 GROUP I - Voltage Regulators I1 3 GROUP J - Communications Equipment J1 Survalent 1 GROUP K - Conduit and Cable K1 Station Power 1 K2 Security Light 1 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 25

26 UNIT NO. DRAFT NAME DESC OF CONSTRUCTION UNIT GROUP L - Foundations L1 34.5kV Structure Support Pads 4 L2 15kV Structure Support Pads 4 L3 Transformer Pad 1 L4 Recloser Pad 1 L5 Regulator Pad 1 NO OF UNITS GROUP M - Site Preparation M1 1 Lot GROUP N - Fence N1 1 Lot GROUP O - Station Grounding O1 Ground Map 1 Lot GROUP S - Signs & Safety Markers S1 1 Lot INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 26

27 UNIT NO. DRAFT EXHIBIT H WHITE SWAN SUB NAME DESC OF CONSTRUCTION UNIT GROUP A - Structure and Bus A1 115kV Steel Deadend Structure 1 A2 34.5kV Steel Distribution Structure 1 A kV Steel Distribution Structure 1 A4 115kV Steel Insulator Structure 6 A5 115kV Steel Insulator Support 3 A6 115kV Steel CT & PT unit Structure 3 A7 15kV Steel Feeder Getaway Support 2 A8 115kV Steel disconnect switch support 2 A9 115kV Steel Fuse Support Structure 1 A10 115kV Steel Switch Grate 2 NO OF UNITS GROUP B - Three Phase GOAB Switches B1 115kV Gang Operated Disconnect Switch 2 B2 Circuit Switcher 115kV 1 B3 15kV - 600A - Power Circuit Breaker 1 B4 15kV Group Operated Switch 1 GROUP C - Surge Arresters C1 96kV Surge Arresters 6 C2 15kV Surge Arresters 3 GROUP D - Single Pole Disconnecting Switches D1 115kV Fused disconnect 3 D2 34.5kV Fused Disconnect Switch 3 D3 34.5kV Recloser bypass switch 6 D4 34.5kV Disconnect Switch 6 D5 15kV Fused Disconnect Switch 1 D6 15kV Recloser Bypass Switch 9 D7 15kV Disconnect Switch 9 D8 15kV Regulator Bypass Switch 3 GROUP F - Automatic Circuit Reclosers F1 34.5kV Recloser 2 F2 15kV Recloser 3 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 27

28 UNIT NO. DRAFT NAME DESC OF CONSTRUCTION UNIT GROUP G - Meters, Relays, Instrument Transformers G1 115kV Current Transformer 3 G2 115kV Potential Transformer 3 G3 34.5kV Potential Transformer 3 GROUP H - Transformers H1 Station Service Transformer 1 H2 Power transformer 1 H3 Spare Kuhlman Transformer 1 H4 Transformer from BPA 1 H5 Spare Transformer (Chelan) GROUP I - Voltage Regulators I1 15kV Regulator 3 NO OF UNITS GROUP J - Communications Equipment J1 Survalent 1 GROUP K - Conduit and Cable K1 Conduit and Accessories 1 Lot GROUP L - Foundations L1 115kV Deadend Structure footing 2 L2 115kV CT & PT Structure footing 3 L3 115kV Single Ins Support footing 3 L4 115kV Three Ins Support footing 6 L5 115kV Disconnect Switch Support footing 4 L6 115kV Fuse Support footing 2 L7 34.5kV Distribution Structure footing 4 L8 15kV Distribution Structure footing 4 L9 15kV Feeder Getaway Support footing 2 L10 Transformer Pad 1 L11 Regulator Pad 1 L12 Recloser Pad 5 GROUP M - Site Preparation M1 Site Grading 1 GROUP N - Fence N1 Fence 1 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 28

29 UNIT NO. DRAFT NAME DESC OF CONSTRUCTION UNIT GROUP O - Station Grounding O1 Ground Grid 1 NO OF UNITS GROUP P - Control Building Accessories P1 GROUP R - AC & DC Distribution Equipment R1 GROUP S - Signs & Safety Markers S1 GROUP T - MISC DISTRIBUTION T1 65 Class 2 Pole 1 T2 TS-5A 1 T3 TS-5AA 1 T4 TM-3B 3 T5 TM-1E 9 T6 TG-15B 4 T7 TM-4E 6 T8 SF4C 4 T9 SE1-4 4 T10 M T ACSSR 1 T12 10M STATIC 1 GROUP U - Primary URD Cable & Equip U1 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 29

30 DRAFT WHITE SWAN STEP-UP SUB UNIT NO. NAME DESC OF CONSTRUCTION UNIT NO OF UNITS GROUP A - Structure and Bus A1 15kV Wooden PT & CT Structure 1 A2 15kV Distribution Structure 1 A3 34.5kV Distribution Structure 1 A4 34.5kV Bus Support 9 A5 15kV Bus Support 3 A6 34.5kV Bus 1 A7 15kV Bus 1 GROUP B - Three Phase GOAB Switches B1 34.5kV Gang Operated Switch 1 GROUP C - Surge Arresters C1 15kV Surge Arresters 3 C2 34.5kV Arresters 3 GROUP D - Single Pole Disconnecting Switches D1 15kV Blade disconnect 9 D2 15kV Recloser Bypass Switch 3 GROUP F - Automatic Circuit Reclosers F1 15kV Recloser (VWE) 1 GROUP G - Meters, Relays, Instrument Transformers G1 15kV Current Transformer 3 G2 15kV Potential Transformer 3 GROUP H - Transformers H1 Station Service Transformer 2 H2 Power transformer - WES8AV GROUP J - Communications Equipment J1 Survalent 1 GROUP K - Conduit and Cable K1 Conduit and Accessories 1 UNIT NO. NAME DESC OF CONSTRUCTION UNIT NO OF INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 30

31 DRAFT GROUP L - Foundations L1 34.5kV Distribution Structure footing 2 L2 15kV Distribution Structure footing 2 L3 15kV Recloser footing 1 Transformer Pad 1 UNITS GROUP M - Site Preparation M1 Site Grading 1 Lot GROUP N - Fence N1 Fence 1 Lot GROUP O - Station Grounding O1 Ground Grid 1 Lot GROUP P - Control Building Accessories P1 Metering and Communication 1 GROUP S - Signs & Safety Markers S1 1 Lot INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 31

32 DRAFT EXHIBIT I Yakima County GIS - Washington Map Center: Range:20 Township:10 Section:10 City Sections Limits Yakima County GIS 128 N 2nd Street Yakima, WA (509) MAP AND PARCEL DATA ARE BELIEVED TO BE ACCURATE, BUT ACCURACY IS NOT GUARANTEED; THIS IS NOT A LEGAL DOCUMENT AND SHOULD NOT BE SUBSTITUTED FOR A TITLE SEARCH, APPRAISAL, SURVEY, FLOODPLAIN OR ZONING VERIFICATION Copyright (C) Yakima County GIS Printed On: 3/16/2016 4:06:05 PM INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 32

33 Page 1 of 1 3/16/2016 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 33

34 Assessor Photo on Created 8/21/2007 Page 1 of 1 3/16/2016 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 34

35 Yakima County GIS Page 1 of 1 Cmd=Print... 3/16/2016 Yakima County GIS - Washington Land Information Portal Map Center: Range:20 Township:10 Section:3 City Sections Limits Yakima County GIS 128 N 2nd Street Yakima, WA (509) MAP AND PARCEL DATA ARE BELIEVED TO BE ACCURATE, BUT ACCURACY IS NOT GUARANTEED; THIS IS NOT A LEGAL DOCUMENT AND SHOULD NOT BE SUBSTITUTED FOR A TITLE SEARCH, APPRAISAL, SURVEY, FLOODPLAIN OR ZONING VERIFICATION Copyright (C) Yakima County GIS Printed On: 3/16/2016 4:15:04 PM INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 35

36 Assessor Photo on Created 11/28/2011 Page 1 of 1 3/16/2016 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 36

37 Assessor Photo on Created 11/28/2011 Page 1 of 1 3/16/2016 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 37

38 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT /16/2016

39 INSTALLMENT SALE, LEASE AND TRANSFER AGREEMENT - 39