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MEMO To: Doug Nicholson Michael Darland Louis Leclezio

From: Brian Dorsey Re: Darland et. al. v. Snoqualmie Pass Utility District

This memo is intended to confirm my conversation with Mike and Louis yesterday regarding their agreement/understanding as it relates to the pending settlement with the SPUD in the above matter. Specifically, both parties acknowledged that the settlement will fulfill in its entirety Louis obligation under the terms of that previous agreement between the parties relating to that portion of the subject property comprising an approximate 26 acre parcel which has been retained in escrow by Mike and is to be released/conveyed to Louis by Quit Claim Deed upon confirmation of the water/sewer connection rights (which is being satisfied under the terms of the settlement agreement with the SPUD). Its my understanding that Mike will proceed with releasing/conveying the parcel to Louis upon confirmation and entry of the settlement agreement with the Court if thats what Louis requests at this time (although they also discussed Louis continuing to have his portion of the property developed/marketed jointly with Mikes property as the two of them may agree upon which I leave up to Louis to discuss with Mike). As for the 230 water and sewer ERU connections, all of those rights, obligations and benefits under the terms of the settlement agreement with the SPUD are to be retained by Mike, and Louis will have to acquire his own water and sewer connections should he wish to develop his property (and presumably pay to Mike or the SPUD a connection charge or other fee for those connections). If this memo accurately reflects the understanding between the parties I would the parties signing and acknowledging receipt of this memo so that we will have some record of the agreement. However, as counsel for Louis it is also my duty to advise Mike to consult with independent legal counsel should he have any questions or concerns regarding the above. The below acknowledge receipt and agreement of the terms set forth above: _____________________________ Louis Leclezio Date:____________ ___________________________________ Michael Darland Date:_______________

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