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agreementRATIFYING AND CONFIRMING DEVELOPMENT AGREEMENT BY AND BETWEENKITTITAS COUNTY, WASHINGTON, NEW SUNCADIA, LLC AND SUNCADIA RESORT. LLC
THIS AGREEMENTRATIFYING AND CONFIRMINGDEVELOPMENT AGREEMENT (“Agreement”) is entered into as of the _____ day of July, 2021, by and between NEW SUNCADIA, LLC, a Delaware Limited Liability
Company registered to conduct business in the State of Washington (“New Suncadia”), Suncadia Resort LLC, a Delaware Limited Liability Company registered to do business in the State of
Washington (“Suncadia Resort”) and KITTITAS COUNTY, a Washington municipal corporation (the “County”).
RECITALSA.The County and New Suncadia’s predecessors in interest previously entered into that certain Development Agreement dated October 10, 2000, together with all underlying documents
and as amended December 8, 2008, (collectively the “Development Agreement”). B.New Suncadia requested and received the County’s consent, in and subject to the terms and conditions of
Resolution 2021-___, dated July __, 2021, to the transfer of New Suncadia’s property and its entitlements, obligations, covenants and conditions under the Development Agreement, including,
but not limited to the MPR Approvals and the Subsequent Actions, as those terms are defined in the Development Agreement, pursuant to that certain Purchase and Sale Agreement and Joint
Escrow Instructions between New Suncadia, Suncadia Resort, and others, dated March 19, 2021 (collectively the “Transfer”), to Suncadia Resort.C.The Transfer is anticipated to be consummated,
on or about July __, 2021 (“Effective Date”), and the parties desire to comply with the provisions of Resolution 2021-___ by having Suncadia Resort ratify and assume all entitlements,
obligations, covenants, and conditions of New Suncadia contained in the Development Agreement as of the Effective Date, all as set forth herein.NOW, THEREFORE,in consideration of the
forgoing and the mutual covenants, entitlements, and obligations, all as set forth in the Development Agreement, the parties hereto hereby agree as follows:
1.New Suncadia will assign all of its rights, title and interests in and to the Development Agreement to Suncadia Resortas of the Effective Date.
2.As of the Effective Date, Suncadia Resort ratifies, assumes, confirms, and agrees to be bound by the terms, conditions,and obligations to the County of, and as otherwise set forth
in, the Development Agreement the same as an original signatory thereto.
3.The County confirms and agrees that, as of the Effective Date, as approved with terms and conditions by Kittitas County Resolution 2021-__, Suncadia Resort shall be fully vested with
and entitled to all rights and entitlements and subject to all obligations as set forth in the Development Agreement and New Suncadia shall be fully and finally released from any and
all terms, conditions and obligations as set forth in or, directly or indirectly, related to the Development Agreement without any further recourse by the County.
4.Upon its mutual execution, this Agreement shall be placed in the Transfer escrow to be held pending closing, and, failing the closing of the Transfer, the escrow agent shall return
all executed originals of this Agreement to the County. IN WITNESS WHEREOF, this Agreement has been entered into by and between New Suncadia, Suncadia Resort, and the County as of the
day and year first above written.KITTITAS COUNTY
By: Kittitas County Board of Commissioners
By: Brett Wachsmith, Chairman Kittitas County Board of CommissionersAs authorized by Resolution No. 2021-_____
Approved As To Form:
By: _________________________
Neil A. Caulkins, Deputy Prosecuting Attorney
NEW SUNCADIA, LLC, a Delaware limited liability company
By: Suncadia Operating Member, LLC,
a Delaware limited liability company,its managing member
By: LDD Suncadia Manager, Inc., a Delaware corporation, its manager
By: __________________________
Roger T. Beck, Senior Vice President
By: __________________________
Gary Kittleson, Vice President
SUNCADIA RESORT, LLC., a ______________limited liability company
By: _________________________________