2017-2037 Comp Plan Update Enabling Ordinance with Exhibit A

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Filed for Record 04/16/2009 04:48:53 PM - Kittitas County, WA Auditor - 200904160090 Page 58 of 118 Party, either directly or indirectly, damages, costs or attorneys' fees in any legal or equitable action_ 10.7 Washington Law_ This Agreement shall be construed and enforced in accordance with the laws of the state of Washington. 10.8 Attorneys' Fees. In the event of any litigation or arbitration between the Parties regarding an alleged breach of this Agreement, neither Party shall be entitled to any award of attorneys' fees. 10.9 Covenant of Good Faith and Fair Dealing. Each Party shall use its best efforts and take and employ all necessary actions to ensure that the rights secured by the other Party through this Agreement can be enjoyed and neither Party shall take any action that will deprive the other Party of the enjoyment of the rights secured through this Agreement. 10.10 No Third -Party Beneficiaries. Except as expressly provided for and limited in (i) Section 4.1(g)(4), Results of Monitoring and (ii) Section 9.2, Transfer Agreements Requiring Consent, conveying certain limited rights upon Affected Jurisdictions and Public Bodies, this Agreement is for the benefit of the Parties hereto only and is not intended to benefit any other person or entity, and no person or entity not a party to this Agreement shall have any third -party beneficiary or other rights whatsoever hereunder. 10.11 Conflicts. In the event of a conflict, the terms and conditions set forth in the MountainStar MPR Conditions shall prevail over the terms and conditions of this Agreement, and the terms and conditions of this Agreement shall prevail over the terms and conditions of other MPR Approvals and Applicable Law. Section I1. ENTIRE AGREEMENT, COUNTERPARTS AND EXHIBITS Suneadia Master Planned Resort Development Agreement (Amended and Restated 12-02-2008) Page 57