SETTLEMENT AGREEMENT

This settlement agreement is made between the settling parties involved in the followinglitigation:

Yakima Air Terminal - McAllister Field v. M.A. West Rockies Corporation,YakimaCountySuperior Court Cause No. 10-2-00989-l (referred to below as the "M.A. West lawsuit");

Byron & Alice Lockwood Foundation v. M.A. West Rockies Corp., et al.,Yakima CountySuperior Court Cause No. 14-2-00967-3 (referred to below as the "Lockwood lawsuit");

Yakima Air Terminal - McAllister Field v. Lyon Llteigand & Gustafson, P.5., et al.,YakimaCounty Superior Court Cause No. 15-2-00357-6 and the appeal of the summary judgmentdismissal of that lawsuit pending in Division III of the Washington Court of Appeals underCause No. 341461 (referred to below as the "LWG lawsuit,'); and

Byron & Alice Lockwood Foundation v. M.A. Ll/est Rockies Corporation et al, Benton CountySuperior Court Cause No. l5-2-00235-7 (referred to as the "Benton County Litigation").

The settling parties are the following:

The CITY OF YAKIMA, a municipal entity in the State of Washington, YAKIMA COUNTy, aCounty located in the State of Washington, and YAKIMA AIR TERMINAL - MCALLISTERFIELD, a former joint agency of the City of Yakima and Yakima County (collectively referred toas "Yakima");

The BYRON AND ALICE LocKwooD FOUNDATION ("Lockwood"), u washingtonnonprofit corporation;

M.A. WEST ROCKIES CORPORATION ("M.A. West"), a dissolved Nevada corporation, byand through JOHN TOUSLEY, the court-appointed general receiver with regard to M.A. West inthe Benton County Litigation.

DANIEL LANGDON and cYNTHIA LANGDON, in their individual, marital, andrepresentative capacities; LANGDON FAMILY REVOCABLE TRUST, a trust believed to beformed and existing under the laws of the State of Washington, YAKIMA AIRPORT LANDCOMPANY, LLC, a Washington limited liability company; YAKIMA AIRPORT HOLDINGS,LLC,awashington limited liability company; and LAKEWOOD LAND coMpANy, aWashington limited liability company (collectively ..Langdon,,);

and

RUSSELL GILBERT et ux and LYON WEIGAND & GUSTAFSON p.S., a washingtonProfessional Services corporation, including all current and former officers, directors,shareholders and employees (collectively "LWG").

The aforementioned settling parties (collectively "the Parties") agree to settle theirrespective disputes in the M.A. West lawsuit, the Lockwood lawsuit, the Benton County

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Litigation and the LWG lawsuit under the terms identified below. For the consideration

described below, the Parties further agree to fully release all claims they have or may have

against each other arising from the subject matter of the afore-mentioned lawsuits, including any

appeals therefrom, and dismiss all such lawsuits and/or appeals, provided Lockwood shall retain

any collateral benefits which it has, or may be later discovered and may foreclose upon the same

provided it shall take no monetary judgment against any of the Parties to this settlement

agreement, except to the extent such monetary judgment already exists between Lockwood and

M.A. West.

RECITALS

In March 2010 Yakima Air Terminal - McAllister Field initiated eviction proceedings inthe M.A. West lawsuit, alleging that M.A. West had violated the terms of its lease with Yakima

and was subject to eviction from the leased premises. Although the trial court ruled that M.A.West was in unlawful detainer under the terms of the lease and authorized M.A. West's eviction

from the leased premises, in December 2013 the Washington Court of Appeals reversed that

decision and remanded to the trial court for a determination of damages allegedly sustained byM.A. West as a result of the eviction.

Langdon, M.A. West's alleged assignee, asserted counterclaims against Yakima in the

M.A. West lawsuit. Lockwood filed the Lockwood lawsuit, in which it asserted rights under the

lease as M.A. West's mortgagor and secured creditor. It also asserted other claims, includingclaims against Langdon and other M.A. West creditors. That lawsuit was consolidated with the

M.A. West lawsuit under Yakima County Superior Court Cause No. 10-2-00989-1.

Yakima subsequently filed the LWG lawsuit. That lawsuit was dismissed on summaryjudgment and Yakima appealed; that appeal is still pending.

John Tousley, the court-appointed receiver for M.A. West, has obtained court approval to

sign this settlement agreement on behalf of M.A. West, under the terms and conditions of the

Order Approving Release of Claims, Distributions and Settlement entered by the Benton CountySuperior Court in the Benton County Litigation on December 9,2016.

The Parties are aware of, and wish to avoid, the uncertainties of further litigation, the

delays associated therewith, and the costs and attorney fees they could incur if litigation were tocontinue. They have therefore agreed to resolve this matter as discussed below without any

admission of liability.

AGREEMENT

The Parties agree as follows:

1. Payment.

LWG, or its insurers, shall pay to Yakima the sum of $158,750. Payment shall be due

within 30 days upon the full execution of this Agreement by all signatories.

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Yakima, or its insurers, shall pay to Lockwood the sum of $612,500. Payment shall bedue within 30 days upon the full execution of this Agreement by all signatories.

Yakima, or its insurers, shall pay to Langdon the sum of $300,000. Payment shall be duewithin 30 days upon the full execution of this Agreement by all signatories.

2. Release.

For the consideration described above, the Parties agree to fully release all claims theyhave or may have against each other that relate to the litigations described above or any otheitransactions, occuffences, acts or omissions or any loss, damages or injuries whatever, known orunknown, suspected or unsuspected, resulting from any act or omission by or on the part of anyof them, committed or omitted prior to the date of this agreement, whether those claims beknown or unknown, including any claim against all current, former and future yakima CityCouncil Members, all current, former and future Yakima County Commissioners, all

"uo"nt,former and future Yakima city or county elected or appointed officials, officers, agents,attorneys, insurers, employees, representatives, successors and assigns, and all current, formerand future officers, directors, shareholders and employees of the parties hereto (and their maritalcommunities), in said capacities and individually. This is a full and general release, with noclaims reserved. Without limiting the generality of the foregoing, srch clai.s include all claimsunder state or federal law that (1) were or could have been asserted in the litigation describedabove or (2) are related in any manner to the eviction of M.A. West from the property it leasedfrom Yakima or (3) are related in any manner to the Lockwood foreclosure claims. This releasealso includes any alleged claims under the Public Records Act, and the parties agree to withdrawany current requests made to the City of Yakima, Yakima County, or Yakima Air Terminal -McAllister Field under the Public Records Act. Notwithstanding the foregoing, Lockwood shallretain the right to collect upon its judgments and liens against M.A. West ard/o. uny assets ofM.A. West which may exist; provided, that Lockwood shall take no monetaryjudgment againstany of the Parties to this settlement agreement, except solely as may be taken uguirrt M.A. Westand to the extent such monetary judgment already exists between Lockwood and M.A. West.

3. Warranty of non-transfer of released claims.

Each ofthe Parties represents that they have not assigned or transferred to any person orentity any claim against any ofthe Parties that are being released as described above, and each ofthe Panies agrees that they shall defend, indemnify and hold harmless any of the other parties

against which any claim is made that arises out of any such assignment or transfer by theassigning or transferring party, including the payment of attorneys' fees and costs regardless ofwhether litigation is commenced.

4. Dismissal of lawsuits.

Within 10 days of payment of the amounts described above, the Parties shall cause thelitigation described above, including any appeals, to be dismissed with prejudice in theirentireties and without costs or attorneys' fees awarded to any party therito.

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5. Compromise of disputed claims.

This Agreement is strictly and solely for the purpose of compromising disputed claimsand avoiding the expense and risk of fuither litigation. It is not, and shall not be construed orcharacteized as, an admission of any fact, issue, liability, or wrongdoing on the part of anyparty.

6. Counterparts.

This Agreement may be executed in any number of identical counterparts with the same

effect as if all the Parties had signed the same concurrently, notwithstanding that all Parties havenot signed the same counterpart. All counterparts shall be construed as and shall constitute oneand the same Agreement.

7. Electronicsignatures.

Signatures and copies of signatures on this Agreement transmitted through e-mail,facsimile, or other electronic means shall have the same effect as original signatures.

8. Time.

Time is of the essence with regard to the Parties' respective duties hereunder. The Parties

shall cooperate in preparing court stipulations and orders to effectuate the terms and conditionsof this Agreement.

9. Binding effect.

This Agreement and the releases contained herein shall bind and inure to the benefit ofthe Parties hereto and to each of their respective successors, representatives, affiliates, managers,

members, directors, elected or appointed officials, officers, shareholders, principals, agents,

assigns, employees, partners, trustees, creditors, insurers, attomeys, family members, relatives,heirs, legatees, and devisees.

10. Power and authority.

The Parties to this Agreement represent and warrant that they have the power and actualauthority to enter into this Agreement, and to incur and perform the obligations and duties underthis Agreement and that all conditions precedent to their signature have been met. All persons

signing this agreement on behalf of a party represent and warrant to all other parties that theyhave full authority to bind the party on whose behalf they are signing.

I l. Mutual drafters.

The Parties acknowledge and agree that all Parrties equally and mutually negotiated,recommended, and set forth the terms and conditions of this Agreement, and that no party shall

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be considered the "drafter" of this document for purposes of interpreting ambiguities against the

drafter as a principle of contract construction. Furthermore, each party hereto acknowledges thatl) the party has been represented in the negotiations for and in the preparation and/or review ofthis Agreement by counsel of their respective choosing; 2) the party has read and understandsthis Agreement; 3) the party has had this Agreement fully explained to that party by such

counsel; and 4) the party is fully aware of the contents of this Agreement and its legal effect.

12. Severability.

If for any reason any provision of this Agreement is determined by a tribunal ofcompetent jurisdiction to be legally invalid or unenforceable, the validity of the remainder of the

Agreement will not be affected and such provision will be deemed modified to the minimumextent necessary to make such provision consistent with applicable law and, in its modified form,such provision will then be enforceable and enforced.

13. Merger; Integration.

This Agreement constitutes the entire agreement of the Parties with respect to the subject

matter of this Agreement and supersedes any prior negotiations, contracts, agreements orunderstandings with respect thereto. Any amendment to this Agreement must be by a writtendocument duly executed by all parties.

14. Arbitration in event of dispute regarding terms of this agreement.

Any dispute under the terms of this Agreement shall be resolved through bindingarbitration by Terrence Carroll, who served as mediator. The threshold costs of such arbitrationshall be paid by the party pursuing the dispute, provided that the prevailing party shall be entitledto reasonable attorney's fees and costs of arbitration, including the fees of Terrence Canoll. Anydecision rendered will be final, binding, and non-appealable. The Parties to this Agreementhereby waive any and all claims of bias or prejudice arising out of Terrence Carroll's priorservice as mediator of the disputes between the Parties.

15. Agreement is not evidence and is not an admission of liability.

This Agreement resolves all issues between the Parties relating to any alleged violationby Yakima of Yakima policies or procedures or any state or federal law or regulation. ThisAgreement does not constitute an adjudication or finding on the merits and it is not, and shall notbe construed as, an admission by Yakima of any violation of policies, procedures, state or federallaws or regulations, or any other wrongdoing of any kind. Moreover, neither this Agreement noranything in this Agreement shall be construed to be or shall be admissible in any proceeding as

evidence of or an admission by Yakima of any violation of policies, procedures, state or federallaws or regulations, or any other wrongdoing of any kind. This Agreement may be introduced inany proceeding to enforce the Agreement.

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IN WITNESS WHEREOF, the parties, acting on their own behalf or through authorizedrepresentatives, cause this Agreement to be executed on the date shown on each signafure pagesfollowing this page.

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CI TY OF YAKI MA ATTEST:

By: Cliff Moore, City Manager

Date:

By: Sonya Claar Tee, City Clerk

Date:

YAKI DI A COUNTY M. Ao WEST ROCKI ES

Rand ElliottChairman, Yakima Board of CountyCommissioners

Date: Date:

BYRON AND ALI CE LOCKW00D FOUNDAT10N

By: Paul Cressman, President

Date:

DANI EL LANGDON and CYNTⅡ I A LANGDONi n t hei r i ndi vi dual , l l l ar i t al , and represent at i ve capaci t i es;LANGDON FAⅣ I I LY REVOCABLE TRUST;YAKI MA AI RPORT LAND COMPANY, LLC;YAKI MA AI RPORT ⅡOLDI NGS, LLC;LAKEW00D LAND COMPANY

By: Daniel Langdon, individually and on behalf of Cynthia Langdon, individually and

his marital community, Trustee of Langdon Family on behalf of her marital communityRevocable Trust, Managing Member of Yakima AirportLand Company LLC and Yakima Airport Holdings LLC, Date:

and President of Lakewood Land Company

Date:

By: John Tousley, Receiver

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LYON WEI GAND&GUSTAFSON PoS.

By: J. Patrick Shirey, Vice President By: Russell Gilbert, individually and on

behalf of his marital community

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