RESOLUTION 2001-08

(Skamania Lodge Conveyance)

Whereas, Skamania County sold what is commonly referred to as the Skamania Lodge and Golf Course (Lodge) to Salishan, Inc in 1994 under a Real Estate Contract;

Whereas, the County continues to retain a Vendor’s interest in the Lodge;

Whereas, Salishan assigned its Vendee’s interest in the Lodge to YCP Skamania L.P. (YCP);

Whereas, YCP is now attempting to sell its interest in the Lodge to Skamania Opco, LLC (OPCO);

Whereas, OPCO is requesting, as a condition of its purchase, that the County’s Vendor’s interest in the Lodge be extinguished;

Whereas, the County is still owed, as of February 22, 2001, the sum of $5,437,498.37;

Whereas, under Washington law, the County is not required to permit the Vendee to pre-pay the amounts due under the Real Estate Contract;

Whereas, through negotiations, YCP and OPCO have agreed, among other items, to assume responsibility to maintain the Primary Access road serving the Lodge, and the private road (commonly known as Lost Bear Road) serving certain private parcels northwest of the Lodge and Golf Course in accordance with a series of separate Easements and Road Relocation Agreements that the County executed in 1992;

Whereas, the County Commissioners have considered YCP’s and OPCO’s offer to satisfy the Real Estate Contract in a public meeting,

Whereas, the County Commissioners believe that, under the conditions negotiated by our Prosecuting Attorney and in consultation with the County Treasurer, permitting the Real Estate Contract to be pre-paid is in the County’s best interest;

Whereas, any legal interest the County may have in the Skamania Lodge or Golf Course would be surplus to its needs once the County is paid the amounts due under the real estate contract, and the other conditions have been satisfied;

NOW, THEREEFORE, the Board of County Commissioners hereby resolves as follows:

1. That the Chair to the Board of County Commissioners Al McKee is authorized to execute, on the County’s behalf, the documents necessary to effectuate the satisfaction of the real estate contract, including but not limited to the following documents:

A. First Amendment of Contract of Sale;

B. Fulfillment Statutory Warranty Deed with Easement;

C. Side letter agreement between County and YCP to reaffirm those provisions that will survive the satisfaction of the real estate contract;

D. Contract and Indemnification between County and OPCO relating to operation of golf course, environmental issues, reciprocal easements and maintenance of Primary Access Road and Lost Bear Road. And

E. Quit claim deed to Lodge Facility

2 Once the Real Estate Contract is satisfied, the County’s interest in the Skamania Lodge and Golf Course would be surplus to its needs

PASSED IN REGULAR SESSION this 20th day of February, 2001.