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HomeMy WebLinkAboutRes-2021-100BOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON RES oLUrroN No. zoz r--|_Q_L RESOLUTION AUTHORIZING THE TRANSFER OF THE SUNCADIA PROPERTY AND DEVELOPMENT AGREEMENT AND ITS ENTITLEMENTS, OBLIGATIONS, COVENANTS, AND CONDITIONS A. WHEREAS, The County and New Suncadia LLC's ('oNew Suncadia") predecessors in interest previously entered into that certain Development Agreement dated October 10, 2000, which was amended on Decemb er 2,2008, together with MPR Approvals and Subsequent Actions and all other underlying documents defined, attached or referenced therein (collectively the "Development Agreement"). B. WHEREAS, This matter came before the Board of County Commissioners in a public meeting on July [, 202I, after due notice and pursuant to the request of N"* Suncadia that Kittitas County consent to the transfer of New Suncadia's property, entitlements, obligations, covenants, and conditions under the Development Agreement to Suncadia Resort, LLC ("suncadia Resort"), a Deleware Limited Liability Company registered to do business in the State of Washington, directly owned by Real Capital Solutions C. WHEREAS, the Board of County Commissioners makes the following Findings of Fact related to a requested transfer of the Development Agreement and the entitlements, obligations, covenants, and conditions contained within the Development Agreement by New Suncadia to Suncadia Resort: 1. Under Section 9 of the Development Agreement, New Suncadia has the right to assign or transfer all or any portion of the property subject to the Development Agreement and the entitlements, obligations, covenants, and conditions under the Development Agreement, including the MPR Approvals and Subsequent Actions as defined therein, to third parties; and 2. New Suncadia's ability to transfer its property, entitlements, obligations, covenants and conditions under the Development Agreement is not effective unless and until the County has consented, in writing, to such transfer and the County's consent to such transfer shall not be unreasonably withheld, conditioned or delayed under the Development Agreement; and 3. The sale of property and transfer of all entitlements from New Suncadia to Suncadia Resort is anticipated to close on or about July jl,202l (the"Transfer"); and 4. Subject to but upon the closing of the Transfer, New Suncadia is seeking to be released from its entitlements, obligations, covenants and conditions under the Development Agreement to the County; and Page I of 3 5. Having consulted with Affected Jurisdictions listed in the Development Agreement, only the City of Cle Elum has come forth and stated that they support the transfer as long as it does not affect or modiff the Development Agreement it has with Suncadia; and 6. Though Suncadia Resort is familiar with the Development Agreement's terms, conditions, and obligations, and fully intends to responsibly execute the responsibilities set forth therein, Kittitas County has identified a series of chronic compliance deficiencies (list attached hereto and incorporated herein by this reference as Exhibit "A") involved with the resort that, given that the managing entity is to remain the same, Suncadia Resort will need to, and indeed agrees to, exert additional influence and resources to bring into compliance with the Development Agreement; and 7. Based upon the information presented, Suncadia Resort has the requisite experience and financial capability to assume and perform the obligations created by the Development Agreement thereby justifuing the release of New Suncadia; and 8. New Suncadia and Suncadia Resort have executed that certain Agreement Ratiffing and Confirming Development Agreement By and Between Kittitas County, Washington, New Suncadia, LLC and Suncadia Resort, LLC (the "Agreement") which contains the above understandings. NOW, THEREFORE, be it resolved by the Board of County Commissioners, after due deliberation, that Kittitas County does, pursuant to Paragraph 9 of the Amended and Restated Development Agreement : 1. Consent to the transfer, as conditioned herein, of New Suncadia LLC's property, 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, to Suncadia Resort, LLC; and 2. Approve and authorize Board Chair's signature on the Agreement; and IN WITNESS WHEREOF, this Agreement has been entered into as of this July,202l. KITTITAS COUNTY OF COMMISS ktauv or ( By:th, Chairman Vice-Chairman ABSENT By: bu,Lwt\ Ul,st tU oC -{4-{- 8aa'.L By: Cory Wright, Commissioner CItCu*T Page 2 of 3 Approved As To Form: By: Greg Zenpel Prosecuting Attorney Page 3 of 3 ATTACHMENT 66.4' Jwe22,202I. Request for consent to assignment of Suncadia Development Agreement to Suncadia Resort, LLC - Kittitas County Department of Public Works (Public Works) conditions restated, June 202t. Restated Development Agreement Section C. C-2: MPR Access Improvements Access from Swiftwater Drive to State Highway 903 remains an unresolved issue as does access to the United States Forest Service campground on the Cle Elum River via Winston Bridge Road. Future final plat approvals from Public Works are contingent on resolving these issues to the satisfaction of the United States Forest Service and the Department. C-9: Offsite Improvements Public Works requests an accounting of current MPR accommodation units to evaluate the necessity for improvements to the eastbound exit from I-90; triggered by the 2200ft unit. C-l6: Construction Impacts Public Works anticipates full compliance for the remainder of MPR development. C-17: Monitoring Program Public Works anticipates fulI compliance for the remainder of MPR development. Future final plat approvals from Public Works are contingent on the resumption of an acceptable traffic monitoring program. C-19: Evaluation of Shuttle Service Public Works requests an accounting of current MPR accommodation units to evaluate the necessity for shuttle service triggered by the 2500ft unit. C-20: Roslyn/MPR Trail Connection Public Works requires affirmation from the City of Roslyn that no trail connection is desired. AGREEMENT RATIFYING AND CONFIRMING DEVELOPMENT AGREEMENT BY AND BETWEEN KITTITAS COUNTY, WASHINGTON, NEW SUNCADIA, LLC AND SUNCADIA RESORT. LLC THIS AGREEMENT RATIFYING AND CONFIRMING DEVELOPMENT AGREEMENT ("Agreement") is entered into as of the bb 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, aDelaware Limited Liability Company registered to do business in the State ofWashington ("suncadia Resort") and KITTITAS COUNTY, a Washington municipal corporation (the "County"). RECITALS A. 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-I(fr dated July (o, 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 Agteement and Joint Escrow Instructions between New Suncadia, Suncadia Resort, and others, dated March 19,2021 (collectively the o'Transfer"), to Suncadia Resort. C. The Transfer is anticipated to be consummated, on or about July fl,2021 ("Effeclive Date"), and the parties desire to comply with the provisions of Resolution202l- ll\by having Suncadia Resort rati$ 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 Resort as of the Effective Date. Agreement Ratifuing and Confirming Development Agreement - Page 1 of 3 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 202I-_, 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 Commissioners As authorized by Resolution No. 2021- 10 0 Approved As To Form: Bv, 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 Agreement Ratifying and Confirming Development Agreement - Page 2 of 3 By By: LDD Suncadia Manager, Inc., a Delaware corporation, its manager By: Roger T. Beck, Senior Vice President By: Gary Kittleson, SUNCADIA RESORT,LLC.,u Dl"*.re-'limited liability company Agreement Rati$ing and Confirming Development Agreement - Page 3 of 3