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AGREEMENT RATIFYING AND CONFIRMING DEVELOPMENT <br />AGREEMENT BY AND BETWEEN KITTITAS COUNTY, WASHINGTON, <br />NEW SUNCADIA, LLC AND SUNCADIA RESORT. LLC <br />THIS AGREEMENT RATIFYING AND CONFIRMING DEVELOPMENT <br />AGREEMENT ("Agreement") is entered into as of the bb day of July ,2021,by and between <br />NEW SUNCADIA, LLC, a Delaware Limited Liability Company registered to conduct business <br />in the State of Washington ("New Suncadia"), Suncadia Resort LLC, aDelaware Limited Liability <br />Company registered to do business in the State ofWashington ("suncadia Resort") and KITTITAS <br />COUNTY, a Washington municipal corporation (the "County"). <br />RECITALS <br />A. The County and New Suncadia's predecessors in interest previously entered into that <br />certain Development Agreement dated October 10, 2000, together with all underlying documents <br />and as amended December 8, 2008, (collectively the "Development Agreement"). <br />B. New Suncadia requested and received the County's consent, in and subject to the terms <br />and conditions of Resolution 2021-I(fr dated July (o, 2021, to the transfer of New Suncadia's <br />property and its entitlements, obligations, covenants and conditions under the Development <br />Agreement, including, but not limited to the MPR Approvals and the Subsequent Actions, as those <br />terms are defined in the Development Agreement, pursuant to that certain Purchase and Sale <br />Agteement and Joint Escrow Instructions between New Suncadia, Suncadia Resort, and others, <br />dated March 19,2021 (collectively the o'Transfer"), to Suncadia Resort. <br />C. The Transfer is anticipated to be consummated, on or about July fl,2021 ("Effeclive <br />Date"), and the parties desire to comply with the provisions of Resolution202l- ll\by having <br />Suncadia Resort rati$ and assume all entitlements, obligations, covenants, and conditions of <br />New Suncadia contained in the Development Agreement as of the Effective Date, all as set forth <br />herein. <br />NOW, THEREFORE, in consideration of the forgoing and the mutual covenants, <br />entitlements, and obligations, all as set forth in the Development Agreement, the parties hereto <br />hereby agree as follows: <br />1. New Suncadia will assign all of its rights, title and interests in and to the Development <br />Agreement to Suncadia Resort as of the Effective Date. <br />Agreement Ratifuing and Confirming Development Agreement - Page 1 of 3