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HomeMy WebLinkAbout060418_ra02b Regular Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Patty Charnas, Director, Dept. Community Development DATE: June 4,2018 SUBJECT: Continued Deliberation and Potential Adoption of Development Agreement for the Pleasant Harbor Master Planned Resort STATEMENT OF ISSUE: The Board established a public comment period of February 7 through April 13, 2018, and held a public hearing on April 9, 2018, on proposed development regulations and a proposed development agreement for the Pleasant Harbor Master Planned Resort(MPR). This meeting will continue the Board's deliberations on those items, with a focus per this agenda request, on the proposed development agreement. Staff wishes to bring forward and discuss a proposed ordinance containing the development agreement. At the direction of the Board during its deliberations on May 21, 2018 upon consideration of the public feedback and comments, staff is proposing minor revisions to the ordinance's development agreement for the Board's further deliberation and potential adoption. ANALYSIS: A public comment period was established by the Board between February 7, 2018 and April 13, 2013 and a public hearing held April 9, 2018 on the proposed development agreement, adopting ordinance and staff report. There were comments that addressed specific content of the development agreement and staff has considered those comments and has analyzed information to provide suggested revisions to the Pleasant Harbor MPR development agreement in the draft ordinance attached to this agenda request. The draft ordinance reflects the Board's public hearing process. Staff believes this is the appropriate next step to discuss with the Board in support of the Board's on-going deliberations on the Pleasant Harbor development regulations and development agreement. FISCAL IMPACT: Regular Agenda There is no fiscal impact related to the presentation or action. RECOMMENDATION: Review the proposed revisions to the Pleasant Harbor development agreement and adopting ordinance as part of the Board's continued deliberations. The Board could take action at its meeting on June 4, 2018, to adopt the ordinance for the development agreement as proposed or with further revisions, or could defer action and continue deliberations. REVIEWED BY: _ 7 /(g.' ' dip Mo iwifount • : - ' • or Date STATE OF WASHINGTON County of Jefferson In the Matter of Adopting a Development ) Agreement for the Pleasant Harbor Master)) ORDINANCE NO. Planned Resort ) WHEREAS,the Board of County Commissioners for Jefferson County, a municipal corporation of the State of Washington("the Board") constitutes the legislative body for Jefferson County ("the County"); and WHEREAS,the Washington State Legislature enacted RCW 36.70B.170-.210 to strengthen the land use planning process and reduce the costs of development by authorizing the County to enter into an agreement with a landowner regarding the development of its real property located within the County's jurisdiction; and WHEREAS,Jefferson County Code("JCC")Title 18 provides guidance on the process and procedures for entering into development agreements; and WHEREAS, on January 28, 2008 the Board approved and adopted a site-specific comprehensive plan amendment, Ordinance 01-0128-08 establishing a Master Planned Resort on 237.88 acres located on a portion of the Black Point Peninsula in the community of Brinnon, Jefferson County.The Board finding consistency with the comprehensive plan, the Brinnon Subarea Plan and with the GMA implementing regulations codified at Title 18 JCC, affirmed that the Master Planned Resort("MPR")would be"a self-contained and fully integrated planned unit development, in a setting of significant natural amenities with primary focus on destination resort facilities consisting of short-term visitor accommodations;"and WHEREAS, Jefferson County Ordinance 01-01-0128-08 was adopted after a programmatic environmental impact statement was issued on November 27, 2007 as Final Environmental Impact Statement for the Brinnon(also referred to as the Pleasant Harbor Marina and Golf Resort)Master Planned Resort; and WHEREAS, Jefferson County Ordinance 01-0128-08 was appealed to the Growth Management Hearings Board which determined that: "The environmental impacts of this project were studied at an appropriate level of detail,with provision for further environmental review at the project level stages of development;"and WHEREAS, an appeal of the decision of the Growth Management Hearings Board ended in 2011, after it was first affirmed by the Thurston County Superior Court and,then the Court of Appeals; and WHEREAS, Ordinance 01-0128-08 included a finding that any future site planning, building and development of the Pleasant Harbor MPR will be consistent with"all GMA-derived development regulations relating to GMA critical areas and all on-site and off-site infrastructure and service 1 impacts ... will be mitigated as the MPR is implemented first through a development agreement, internal zoning map and internal zoning code, then through plat and permit review and possible issuance of permits and,with all the prior items accomplished, finally with the issuance of building permits;"and WHEREAS,all of the findings,conclusions and the conditions listed in paragraph 63 of Ordinance 01-0128-08 are incorporated herein; and WHEREAS, on February 5, 2018, the Board approved a hearing notice published on February 7, 14 and 28, 2018, setting a public hearing on April 9, 2018 on the staff proposed revisions to Planning Commission recommended development regulations for Pleasant Harbor MPR and establishing a public comment period beginning February 7, 2018 accepting written public comments up and through the end of the public hearing; and WHEREAS, on April 9, 2018, following timely and effective public notice and in accordance with JCC 18.45.090, the Board held a public hearing on staff-proposed revisions to the Planning Commission recommended development regulations during which seventy-five (75)verbal comments were received and after which the Board made a motion to extend the public comment period to accept written public comments t until 4:30 pm on April 13, 2018; and WHEREAS, the Board received public testimony and began deliberations on the hearing record, including 282 pieces of written testimony and verbal testimony from 75 members of the public; and WHEREAS, on May 21, 2018, following timely and effective public notice, a staff report was presented to the Board to assist the Board's deliberations that included a matrix that documented of the 282 written comments and 75 verbal comments received during the Board public comment period and based on the record, the Board gave staff direction to staff to negotiate with the developer on specific issues outlined in the staff report;; and WHEREAS, negotiations with the developer resulted in improvements to the development agreement as follows: 1. The Term of the Development Agreement. The developer agreed to a maximum 45 year term, or 5 years after the build out is complete,whichever is sooner. This addresses comments prior draft of the development agreement created a perpetual term,while giving reasonable assurances that the build out will be complete before the term of the development agreement runs out; and 2. The Wildlife Management Plan. The developer agreed to key changes that respond to comments The changes require: a. Blinking Signs to Warn Drivers of Elk Crossings near the MPR. The changes require that the developer pay for installation of signs with blinking lights on Highway 101 (similar to those in Sequim), at either end of the MPR, that would be triggered when elks who have collars that turn on the lights pass nearby. The 2 developer also agreed to provide$10,000 to reimburse WDFW for collars and other parts of the system; and b. An Elk Exclusion Fence. The changes require installation by the developer of an elk exclusion fence on the West side of the MPR, in consultation with the Washington Department of Fish and Wildlife and affected tribes prior to fence construction; and c. Non-Lethal Removal of Wildlife. The changes require that wildlife that end up on the MPR shall not be destroyed by the Developer, except where the animal poses a threat to human health or safety. This was another key recommendation received in public comments. 3. The Water Quality Plan. The Water Quality Plan was revised to provide a mechanism to require investigation and remediation of any chemicals and fecal coliform that might be released from the MPR, after detection in the sentinel wells. This is responsive to public comments regarding the need for a specific action plan in the event of a polluting activity originating from the MPR; and WHEREAS, in accordance with specific conditions implementing the Pleasant Harbor MPR contained in Ordinance 01-0128-08 and in recognition of the Board's desire to establish and maintain good working relationships with area tribes and in recognition of Washington Governor's Office of Indian Affairs guidelines on government-to-government consultations between federally recognized Indian tribes and the State of Washington in order to respect the sovereign status of the parties, enhance and improve communications, and facilitate the resolution of issues, the County consulted with affected tribes seeking to substantially address and, to the maximum extent practicable resolve, tribal concerns regarding the Pleasant Harbor MPR; and WHEREAS, government-to-government consultations related to the environmental review, planning, development standards and development agreement of the Pleasant Harbor MPR and tribal issues regarding usual and accustomed hunting and fishing rights and regarding tribal cultural resources go back at least as far as 1996, concerning the Brinnon Subarea Plan and have continued through to the present, the documentation of which is hereby incorporated into the record; and WHEREAS, the Board finds that opportunities provided for government-to-government consultations and for citizen participation used in the preparation of these proposed amendments to Title 17 and 18 JCC are consistent with the requirements of the Governor's Office of Indian Affairs guidelines, GMA, the State Environmental Policy Act and Ordinance 01-0128-08; and WHEREAS, the Pleasant Harbor Master Planned Resort, LLC ("Developer") is the owner of real property consisting of approximately 237.88 acres located within at Black Point Peninsula in Brinnon, Washington, and proposes to establish a development there as a master planned resort; and 3 WHEREAS, the purpose of this Ordinance is to specifically adopt the Pleasant Harbor MPR development agreement and incorporate the record supporting all other related Pleasant Harbor MPR reports, findings, conclusions, items of record, internal zoning map and mitigation measures, as analyzed in the Final Supplemental Environmental Impact Statement("FSEIS") published on December 9, 2015; and WHEREAS, the development agreement is the best vehicle to substantially address and, to the maximum extent practicable resolve, tribal concerns regarding the Pleasant Harbor MPR; and WHEREAS, the development agreement contains 31 separate attachments necessary to comply with state law,the JCC and, Jefferson County Ordinance 01-0128-08; and WHEREAS, the Board finds that it is in the best interest of the public health, welfare and safety to enter into the development agreement. NOW THEREFORE be it ordained: Approval of Development Agreement The Development Agreement is approved and the Board is authorized to sign it on behalf of the County. Effective Date This ordinance is effective immediately upon adoption. APPROVED and ADOPTED this day of , 2018. SEAL: JEFFERSON COUNTY BOARD OF COMMISSIONERS David Sullivan, Chair ATTEST: Kathleen Kler, Member Carolyn Gallaway Kate Dean, Member Deputy Clerk of the Board Approved as to form only: (1� e. ! 6///, Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney 4 May 31, 2018December 14, 2017 DRAFT DEVELOPMENT AGREEMENT BY AND BETWEENJEFFERSON COUNTY, WASHINGTON AND PLEASANTHARBOR MARINA AND GOLF RESORT, LLP RELATING TO THEDEVELOPMENT COMMONLY KNOWN AS THEPLEASANT HARBOR MARINA AND GOLF MASTER PLANNED RESORT 1 May 31, 2018December 14, 2017 Table of Contents DEVELOPMENT AGREEMENT.....................................................................................1 1RECITALS.................................................................................................................1 2EFFECTIVE DATE, TERM AND BUILD-OUT PERIOD.......................................2 2.1Effective Date................................................................................................2 2.2Term...............................................................................................................2 2.3Build-Out Period............................................................................................2 2.4Modification...................................................................................................2 2.5Exhibits and Appendices................................................................................2 3THE PROPERTY AND THE MASTER PLAN........................................................2 3.1The Property Description...............................................................................2 3.2The Master Plan Components........................................................................2 4NATIVE AMERICAN TREATY RIGHTS...............................................................3 4.1Protection of Native American Treaty Rights................................................3 4.1.1Protection of Fishing Rights.........................................................................3 4.1.2Protection of Hunting Rights........................................................................3 4.2Preservation of Native American Treaty Rights............................................3 5RECOGNITION OF AREAS WITH CULTURAL SIGNIFICANCE......................3 6PROTECTION OF WATER QUALITY OUTSIDE OF THE PROPERTY.............4 6.1Recognition of Significant Nearby Natural Resources..................................4 6.2Developer’s Agreement to Address Impacts of the Pleasant Harbor MPR on Nearby Natural Resources.............................................................................4 7RESERVATION OF POLICE POWER OF THE COUNTY....................................4 7.1Police Power..................................................................................................4 7.2Reservation of County Authority...................................................................4 8DEVELOPMENT STANDARDS..............................................................................5 8.1Permitted Uses and Density Standards; Zoning.............................................5 8.2Planning Goals and Objectives......................................................................5 8.3Stormwater Standards....................................................................................5 8.3.1Stormwater Subject to Best Management Practices and the County’s Stormwater Management Requirements......................................................5 8.3.2Stormwater Management in Public Roads, Rights-of-Way and Easements.5 8.3.3Stormwater Management in Private Rights-of-Ways...................................5 8.4Critical Area Standards..................................................................................5 2 May 31, 2018December 14, 2017 8.5Land Division Standards................................................................................6 8.6Shoreline Master Program.............................................................................6 8.7Additional Development Standards...............................................................6 8.8Compliance with Ordinance 01-0128-08.......................................................6 8.8.1Condition 63(e).............................................................................................6 8.8.2Condition 63(f)..............................................................................................6 8.8.3Condition 63(k).............................................................................................6 8.8.4Condition 63(l)..............................................................................................7 8.8.5Condition 63(p).............................................................................................7 8.8.6Condition 63(r)..............................................................................................7 8.8.7Condition 63(s).............................................................................................7 8.8.8Condition 63(t)..............................................................................................8 8.8.9Condition 63(x).............................................................................................8 8.8.10Condition 63(z).............................................................................................8 8.9The Pleasant Harbor MPR Water Service......................................................8 8.10The Pleasant Harbor MPR Wastewater Treatment Plan................................8 8.11Memoranda of Understanding.......................................................................8 8.11.1School Services Mitigation...........................................................................9 8.11.2Fire and EMS Services Mitigation................................................................9 8.11.3Law Enforcement Services Mitigation.........................................................9 8.11.4Transportation Services Mitigation...............................................................9 8.11.5Healthcare Services Mitigation.....................................................................9 8.11.6Housing Mitigation.......................................................................................9 8.11.7Parks and Recreation Mitigation.................................................................10 8.11.8MOUs Satisfy Condition 63(c) of Ordinance No. 01-0128-08...................10 9STANDARDS FOR DEVELOPMENT AND OTHER MITIGATION BY COUNTY..................................................................................................................10 9.1County Processing and Review....................................................................10 9.2SEPA Compliance........................................................................................10 9.2.1Environmental Impact Statement................................................................10 9.2.2Supplemental Environmental Impact Statement.........................................11 9.2.3Substantial Compliance with Environmental Impact Statements and Supplemental Environmental Impact Statements Required.......................11 9.2.4Future SEPA Review for Individual Projects.............................................11 9.3Vesting of Development Standards..............................................................12 3 May 31, 2018December 14, 2017 9.3.1Scope of Vesting.........................................................................................12 9.3.2Vesting Period.............................................................................................12 9.3.3Default Standards and Requirements..........................................................12 9.3.4State and Federal Law.................................................................................12 9.3.5Building Codes............................................................................................12 10PHASING.................................................................................................................13 10.1Phasing Plan.................................................................................................13 10.1.1Phases Proposed..........................................................................................13 10.1.2Requirement of Adequate Infrastructure, Open Space, Recreational Facilities, Landscaping and Other Conditions Sufficient for Each Phase to Stand Alone................................................................................................13 10.1.3Phase 1........................................................................................................13 10.1.4Phase 2........................................................................................................13 10.1.5Phase 3........................................................................................................14 10.2Preliminary Facilities...................................................................................14 10.2.1Water System..............................................................................................14 10.2.2Wastewater Treatment System...................................................................14 10.2.3Road Network.............................................................................................14 10.2.4Landscaping................................................................................................14 10.2.5Parking........................................................................................................14 10.2.6County Approval of Preliminary Facilities Required.................................14 10.3Public Amenities and Access.......................................................................15 11INDEMNITY............................................................................................................15 11.1Indemnified Claims......................................................................................15 11.2The Developer’s Obligations.......................................................................15 11.2.1Scope...........................................................................................................15 11.2.2No Waiver of RCW 4.96.020 by the Developer.........................................15 11.2.3Cooperation.................................................................................................16 11.2.4Best Efforts to Obtain Release of the County.............................................16 11.2.5Claims against Both the County and the Developer...................................16 11.2.6The Developer is the Real Party in Interest................................................16 11.3The County’s Obligations............................................................................16 11.3.1Notice..........................................................................................................16 11.3.2Cooperation.................................................................................................17 11.3.3Consent to Counsel Selected by the Developer..........................................17 4 May 31, 2018December 14, 2017 11.4Limitations...................................................................................................17 11.4.1No Indemnity for Claims Other than Indemnified Claims.........................17 11.4.2Claims Based on Comparative Fault...........................................................17 12GENERAL PROVISIONS.......................................................................................17 12.1Governing Law............................................................................................17 12.2Binding on Successors.................................................................................17 12.3Assignment...................................................................................................18 12.3.1Right to Transfer, Consent of the County Not Required............................18 12.3.2Obligations of the Developer and Transferee under this Agreement.........18 12.4Release of the Developer’s Liability by Assignment...................................18 12.4.1Transfer and Assumption of All Obligations Under this Agreement Required......................................................................................................18 12.4.2Results of Effective Assignment.................................................................18 12.4.3Effect of Partial Assignment.......................................................................18 12.5Recording as a Covenant Running with the Land........................................19 12.6Release as to Residential Development.......................................................19 12.7Severability..................................................................................................19 12.8Amendment..................................................................................................19 12.9Headings.......................................................................................................19 12.10Dispute Resolution.......................................................................................19 12.11Default and Remedies..................................................................................20 12.12No Third Party Beneficiaries.......................................................................20 12.13Construction.................................................................................................21 12.14Signature in Counterparts.............................................................................21 12.15Notice...........................................................................................................21 12.16Estoppel Certificates....................................................................................21 12.17Cooperation..................................................................................................22 12.18Voluntary Undertaking................................................................................22 12.19No Waiver....................................................................................................22 12.20No Private CCR Enforcement by the County..............................................22 12.21Entire Agreement.........................................................................................22 12.22No Assignment.............................................................................................23 13REPRESENTATIONS AND WARRANTIES.........................................................23 5 May 31, 2018December 14, 2017 List of Attachments Exhibits: Exhibit 1 –Legal description of Pleasant Harbor Marina and Golf Resort, LLP Property and Pleasant Harbor Marina, LLC Property Exhibit 2 –Master Plan Map of the Property Exhibit 3–Pleasant Harbor Marina and Golf MPR Land Use Map (recordable version of Comprehensive Plan map) Exhibit 4–Phasing Plans Appendices: Appendix A –MPR zoning chapter, Title 17 and 18 as amended Appendix B –Stormwater Management Requirements, Chapter 18.30.070 JCC Appendix C –Critical Area Requirements, Chapter 18.22 JCC Appendix D –Land Division Requirements, Chapter 18.35 JCC Appendix E–Land Use Application Procedures Requirements, Chapter 18.40 JCC Appendix F–Shoreline Master Program Requirements, Chapter18.25 JCC Appendix G –Additional development standards, Chapters 12.05, 12.10, and 18.30 JCC Appendix H –Water System Plan Appendix I –Wastewater Treatment Plan Appendix J –Memoranda of Understanding: 1. Schools Mitigation 2. Fire/EMS Mitigation 3. Law Enforcement Mitigation 4. Transportation Mitigation 5. Health Care Services Mitigation 6. Housing Mitigation 7. Parks and Recreation Mitigation Appendix K–Ordinance 01-0128-08 Appendix L –Vegetation Management Plan AppendixM–Conservation Easements AppendixN–Water Quality Monitoring Plan, including Amendment 1 AppendixO–Neighborhood Water Supply Program AppendixP–Wildlife Management Plan, including Amendment 1 AppendixQ–Cultural Resources Management Plan AppendixR–Tunicate Monitoring Agreement AppendixS–International Dark Sky AppendixT–LEED Narrative 6 DEVELOPMENT AGREEMENT This DEVELOPMENT AGREEMENT (“this Agreement”) is entered into this _____day of________, 20172018, by and between PLEASANT HARBOR MARINA AND GOLF RESORT, LLP, a Washingtonlimited liability partnership(referred to as“the Developer”) and JEFFERSON COUNTY(the “County”), a municipal corporation under the laws of the State of Washington, pursuant to RCW 36.70B.170-.210. 1RECITALS. WHEREAS, the Developeris the owner ofreal property consisting of approximately 237.88acres located within theCounty which propertyis described with particularity in Exhibit 1(the“Property”). WHEREAS, the County approved the Developer’s application to designate the Propertyas a master planned resortpursuant to RCW 36.70A.360 in the County Comprehensive Plan to allowfor resort-related development including, but not limited to, a golf course and other on-site indoor and outdoor recreational amenities, conference center, resort-related commercial uses, long-term and short-term residential unitsnot to exceed 890 units, and open space(“the Pleasant Harbor MPR”). WHEREAS, buildout of the Propertyis expected to occur over the next tento twenty-fiveyears and the Developer, the County, and members of the public at large will invest considerable time in the County permit and review process for the future buildout of the Property. WHEREAS, the Washington State Legislature enacted RCW 36.70B.170-.210to strengthen the land use planning process and reduce the costs of developmentby authorizing the County to enter into anagreement with a landowner regarding the development of its real property located within the County’s jurisdiction. WHEREAS, the County hasdetermined that this Agreement will facilitate orderly buildout of the Propertywithin the Pleasant Harbor MPR andwill further promotegrowth management and planning objectives of the Countyby providing certainty over time with respect to permitted densities, uses, infrastructure, development standards and other aspects of the development review process. WHEREAS, the Parties to this Agreement acknowledge the Zoning Ordinance for the Pleasant Harbor MPR is in conformance with the standards set forth in the Countywide Planning Policies and the Jefferson County Comprehensive Plan and is consistent with the goals and requirements of the Growth Management Act, Chapter 36.70ARCWand Jefferson County Ordinance 01-0128-08. WHEREAS, this Agreement constitutes a final land use action pursuant to RCW 36.70C.020. 1 NOW THEREFORE , in consideration of the promises, covenants, and provisions set forth in this Agreement, the receipt and adequacy of which consideration is acknowledged, the parties agree as follows: 2EFFECTIVE DATE, TERMAND BUILD-OUT PERIOD. 2.1Effective Date. The effective date shall be the date of the adoption of a resolution by theJefferson County Board of Commissioners(“Board of Commissioners”)approving this Agreementas required by RCW 36.70B.200. 2.2Term. The term of this Agreement shall be from the effective date toforty-five (45) years after the effective date or five (5) years after the end of the build-out perioddescribedin Section 2.3, whichever is sooner 2.3Build-Out Period. The build-out period for purposes of RCW 36.70B.180 shall betwenty-five (25) years from the effective date or fiveyearsafter the completion of all the phases described in Section 10, whichever is later. 2.4Modification. This Agreement may be modified, extended or terminated upon theexpresswritten agreement of the Developerand the County. 2.5Exhibits and Appendices. Exhibits 1through 4and Appendices Athrough Tare incorporated herein by this reference as if fully set forth. In the event of any conflict or inconsistency between the Exhibits and Appendices and the main body of this Agreement, the main body of this Agreement shall control. 3THE PROPERTYAND THE MASTER PLAN. 3.1The Property Description. The Property covered by this Agreement consists of approximately 237.88 acres and is described with particularity in Exhibit 1. 3.2The Master Plan Components. For the purposes of this Agreement, the Master Plan for future development of the Pleasant Harbor MPR consists of the development regulations adopted by the Board of County Commissioners, the conditions and requirements of Ordinance 01-0128-08, the Final 2 Environmental Impact Statement, theFinal Supplemental Impact Statement, and this Agreement, inclusive of a Phasing Plan and Master Plan Map of the Property. 4NATIVE AMERICAN TREATY RIGHTS. 4.1Protectionof Native American Treaty Rights. 4.1.1Protectionof Fishing Rights. The Pleasant Harbor MPRislocated between two public beacheslocatedat the mouthsof the Duckabush and the Dosewallips Rivers which provide both commercial and ceremonial/subsistence harvest opportunities to Native American tribes(“tribes”)with usual and accustomedfishing rights in the area. To protect water quality the Developer shall construct the Pleasant HarborMPR in accord with theStormwater Management requirements attached as Appendix B, Shoreline Master Program attached asAppendix F and Wastewater Treatment Planattached as Appendix I.The Developer will operate the Pleasant HarborMPR in accord with the Water Quality Monitoring Plan attached as Appendix Nand the Neighborhood Water Supply Programattached as Appendix O. The Propertysits atop a bluff above these two public beaches. Further, though located between these two public beaches, access to the public beaches on the trail from the Propertyhas been curtailed and will continue to be curtailed permanently. 4.1.2Protectionof Hunting Rights. ThePort Gamble S’Klallam Tribe(“PGST”)hasexpressed concern that Elk hunted by the PGSTin areas outside of the Propertycould be attracted to the Pleasant Harbor MPRonce it is built out. The Developer shall implement the adaptive managementmeasures set forth in theWildlife Management Plan attached as Appendix Pto mitigate against this concern. 4.2Preservation of Native American Treaty Rights. The parties respect the tribal treatyrights and have modified the project and imposed mitigation measures designed, inpart, to protect and preserve thoserights. Nothing in this Agreement should be viewed as an attempt to curtailor expand the rights reservedto tribes under their treaties with the United States, including but not limited to the Point No Point Treaty. The Developer will continue to cooperate with tribes to protect tribal treaty rights. 5RECOGNITION OF AREAS WITH CULTURAL SIGNIFICANCE. The parties and the tribes discussedthe importance of kettles on the Property to the PGST’s cultural history. The PGST has applied for including of any Traditional Cultural Propertieson the National Register of Historic Placesas of the date of this Agreement.If, prior to 3 Developer applying for a grading or building permit for the Pleasant Harbor MPR, the PGST applies for and receives a recommendation from the State Advisory Council on Historic Preservation that either Kettle B or C is eligible for listing in the National Register of Historic Places, the Developer shall: (A)Preserve either Kettle B or C by preventing the selected kettle from being used for any stormwater storage; and, (B)Consult with the PGST to arrive at a kettle management plan where the PGST wouldenhance the selected kettle by removing invasive vegetation and plantingit with native vegetation found at the time of its use by native people, and to develop and install an educational signsthat explainthe significance of the kettles to native people. This provision does not restrict or otherwise prevent Developer from exercising its right to object to any application that kettles are culturally significant. 6PROTECTION OFWATER QUALITY OUTSIDE OF THE PROPERTY 6.1Recognition of Significant Nearby Natural Resources. The Developer recognizes the importance of Hood Canal as a source of recreation and fishing. Protecting water quality in Hood Canal is just as important to the success of the Pleasant HarborMPR as it is to those who use Hood Canalfor recreation and subsistence. 6.2Developer’s Agreement to Address Impacts of the Pleasant Harbor MPRon Nearby Natural Resources. The Developer agrees to address demonstrated impacts of the Pleasant Harbor MPRto water quality both on-site and off-site.The Developer will construct the Pleasant Harbor MPR in accord with theStormwater Management requirements attached as Appendix B, Shoreline Master Program attached as Appendix Fand Wastewater TreatmentPlan attached as Appendix I. The Developer will operate the Pleasant HarborMPR in accord with theWater Quality Monitoring Plan attached as Appendix Nand the Neighborhood Water Supply Programattached as Appendix O. 7RESERVATION OF POLICE POWER OF THE COUNTY 7.1Police Power. The Developer understands and agrees that pursuant to RCW 36.70B.170(4), theexecution of a developmentagreement is a proper exercise of the County’s police power. 7.2Reservation of County Authority. The Developer understands and agrees that pursuant to RCW 36.70B.170(4)and JCC 18.40.840(3)(d), this Agreement reserves the County’sauthority to impose new or different regulations to the extent required by a serious threat to public health and safety. 4 8DEVELOPMENT STANDARDS. 8.1Permitted Uses andDensity Standards; Zoning. TheMaster Plan,permitted land uses,and development regulationsfor development within the Propertyare set forth in chapter 17.60of theJefferson County Code, attached as Appendix A.Development of the Propertyshall not exceed 890 residential units,56,608 square feet of commercial spaceand indoor and outdoor recreational spaces when completed at full build out. 8.2Planning Goals and Objectives. The planning goals adopted by the County in the Comprehensive Planas of the date of recording this Agreementshall be the policy guidance and the foundation for all future development of the Pleasant Harbor MPR. 8.3Stormwater Standards. 8.3.1Stormwater Subject to Best Management Practices and the County’s Stormwater Management Requirements. In all future development within the Pleasant Harbor MPR the Developer shall utilize best management practices (“BMP”) and be subject to the County Stormwater Management requirements, JCC 18.30.070. A copy of JCC 18.30.070is attached in Appendix B. 8.3.2Stormwater Management in Public Roads, Rights-of-Way and Easements. The County shall be responsible for the management of stormwaterrunoffin all public roads,rights-of-way, and easementswithin the Pleasant Harbor MPR that have been accepted by the County for maintenance orother areaswithin the Pleasant Harbor MPR dedicated to the County.The Developer shall be responsible for the management of stormwater runoff in all other public areas withinthe Pleasant Harbor MPR as may be necessary to control stormwater runoff as required by Ordinance 01-0128-08, Condition 63(q). 8.3.3Stormwater Management in Private Rights-of-Ways The Developer shall be responsible for the management of stormwater runoff in all private rights-of-ways and other non-public areas such as parking lots or drainage easements, as may be necessary to control stormwater runoffas required by Ordinance 01-0128-08, Condition 63(q). 8.4Critical Area Standards Critical areas and their associated buffers, as well as allowed uses within the critical areas of the Pleasant Harbor MPR shall be determined based upon the Jefferson the County Critical Area requirements, Chapter 18.22 JCC. A copy of Chapter 18.22 JCCis attached in Appendix C. 5 8.5Land Division Standards Platting within the Pleasant Harbor MPRshall be pursuant to RCW 58.17 and the County Land Divisionrequirements,Chapter 18.35JCC,and within the time frames adopted by theCounty pursuant to the 1995 Regulatory Reform Legislation, ESHB 1724 (ch. 347, Laws of 1995), as codified in Permit Application and Review Procedures/SEPA Implementation,Chapter 18.40 JCC, and vested in accordance with RCW 36.70B.180.A copy of Chapter 18.35 JCC and isattached in Appendix Danda copy of Chapter 18.40 JCCis attached in Appendix E. 8.6Shoreline Master Program All future development within the Pleasant Harbor MPR shall be subject to the County Shoreline Master Program, Chapter 18.25 JCC. A copy of the applicable Shoreline Master Programrequirementsare attached as Appendix F. 8.7Additional Development Standards. Additional Development Standards as identified in Chapters 12.05, 12.10,and 18.30 JCC shall also apply to the extent they do not conflict with the terms of this Agreement. A copy of Chapters 12.05, 12.10, and 18.30 JCCare attached in Appendix G. 8.8Compliance with Ordinance 01-0128-08. As conditions to designating the Propertyas a master planned resort per Ordinance 01- 0128-08, the County requires the Developer implement the following requirements: 8.8.1Condition 63(e). The Developershall advertise and give written notice at libraries and post offices in East Jefferson County and recruit locally to fill opportunities for contracting and employment, and will prefer local applicants provided they are qualified, available, and competitive in terms of pricing. 8.8.2Condition 63(f). The Developer shall prioritize the sourcing of materials from within Jefferson County to develop the Pleasant Harbor MPR. Nothing in this Section8.8.2shall require that developer utilize materials or labor from within Jefferson County that are not of comparable price or quality to their counterparts outside of Jefferson County. 8.8.3Condition 63(k). The Developer prepared aCultural Resources Management Plan to assure archaeological investigations and systematic monitoring of the subject property prior to issuing permits; and during construction to maintain site integrity, provide procedures regarding future ground disturbing activity, assure traditional tribal access to cultural properties and 6 activities, and to provide for community education opportunities.Developer shall implementtheCultural Resources Management Planattached in AppendixQ. 8.8.4Condition 63(l). Developer prepared aWildlife Management Plan focused on non-lethal strategies developed in the public interestandin consultation with the State of Washington Department of Fish and Wildlife (“WDFW”) and local tribes, to prevent diminishment of tribal wildlife resources cited in the Brinnon Sub-Area Plan (e.g., deer, elk, cougar, waterfowl, osprey, eagles, and bear), to reduce the potential for vehicle collisions on U.S. Hwy 101, to reduce the conflicts resulting from wildlife foraging on high-value landscaping and attraction to fresh water sources, to reduce the dangers to predators attracted to the area by prey or habitat, and to reduce any danger to humans.Developer shall implement the Wildlife Management Plan attached in Appendix P,modified by Amendment 1 attached thereto. 8.8.5Condition 63(p). The Developer shall provide access to the water system by any neighboring parcels if salt water intrusion becomes an issue for neighboring wells on Black Pointwhere it is proven that the Developer draw down of potable water has caused the salt water intrusion,and reserve areas for additional recharge wells will be included in case wells fail, are periodically inoperable, or cause mounding. A Neighborhood Water Policy Plan is attached in AppendixO.The Developer will implementthe Neighborhood Water Policy Plan. 8.8.6Condition 63(r). The Developer prepared a comprehensive Water Quality Monitoring Plan specific to Pleasant Harbor requiring water collection,testingandan adaptive management program. The monitoring plan shall be funded by a yearly reserve, paid for by the Developer and will include regular offsite sampling of pollution, discharge, and/or contaminant loading, in addition to any onsitemonitoring regime. The Developer will implementthe Water Quality Monitoring Plan attached in Appendix N,modified by Amendment 1 attached thereto. 8.8.7Condition 63(s). To ensure that natural greenbelts and buffers are maintained and protected, a conservation easement attached in Appendix Mwill be recorded within 15 days of the effective date of this Agreement. The Developer will implementthe Vegetation Management Planattached in Appendix L.The Developer shall, prior to site disturbance, record a conservation easement protecting any wetlands and their respective buffers identified or created on the Property. 7 8.8.8Condition 63(t). The Developer shallconduct ongoing monitoring and maintain an inventory regarding Tunicates and other invasive species. A Tunicate Agreement is attached in Appendix R. The Developer will implementthe Tunicate Agreement. 8.8.9Condition 63(x). The Developer shall use the LEED Shadowing (Leadership in Energy and Environmental Design) and “Green Built”green building rating system standards. These standards, applicable to commercial and residential dwellings respectively, “promote design and construction practices that increase profitability while reducing the negative environmental impacts of buildings and improving occupant health and well-being.”A Narrative Demonstrating Compliance with the Intent of LEED Standards is attached in Appendix T. The Developer will implementLEED Shadowing Standards, but is not required to register with LEED or obtain LEED certificates or approvals. 8.8.10Condition 63(z). The Developer shall use the International Dark Sky Association(“IDA”) Zone E-standards for the MPR. These standards are recommended for “areas with intrinsically dark landscapes”such as national parks, areas of outstanding naturalbeauty, or residential areas where inhabitants have expressed a desire that all light trespass be limited.Dark Sky and Energy Star Approved High Efficiency Lighting Standards is attached in Appendix S.The Developer will implementthe Dark Sky and Energy Star Approved High Efficiency Lighting Standards. 8.9The Pleasant Harbor MPRWater Service. Water main extensions and potable water system improvementsfor potable water service that may be required to serve the Pleasant Harbor MPR shall be installed in conformance with the most current approved specifications and requirementsas determined by the Washington State Department of Healthand shall comply withthe Coordinated Water System Plan (“CWSP”)and all other applicable laws, ordinances, rules and regulations.A copy of the applicable CWSP is attached in Appendix H. 8.10The Pleasant Harbor MPR Wastewater Treatment Plan. Sanitary and on-site sewer and future sewer system improvements as required to serve the Developers Property shall be installed in conformancewith the most current approved specifications and requirements of the Washington State Department of Health, Washington State Department of Ecologyandthe CountyDepartment ofPublic Health and all other applicable laws, ordinances, rules and regulations. 8.11Memorandaof Understanding. As a condition to designating the Propertyas a master planned resort, the County required that the Developernegotiate memoranda ofunderstanding or memoranda of agreement to 8 provide needed support forlaw enforcement services,the Brinnon schools,Fire District No. 4and emergency medical services to mitigate for the potential impacts associated with development of the Pleasant Harbor MPR. RCW 36.70A.360(4)(e) provides that a master planned resort is authorized only if on-site and off-site infrastructure and impacts are fully considered and mitigated. In part, the memoranda of understanding (“MOUs”)are written to address this requirement. The partiessecured the following MOUs: 8.11.1School Services Mitigation. School services to the Pleasant Harbor MPRare provided by the Brinnon School District. Mitigation for school services associated with development of the Pleasant Harbor MPR, if any, shall be implementedby the Developer as set forth in the MOU attached as Appendix J-1. 8.11.2Fire and EMS Services Mitigation. Jefferson County Fire District No. 4 will provide Fire and EMS services within the Pleasant Harbor MPR. Mitigation for Fire and EMS services associated with development of the Pleasant Harbor MPR, if any, shall be implementedby the Developer as set forth in the in the MOU attached as Appendix J-2. 8.11.3Law EnforcementServices Mitigation. The County will provide law enforcement services within the Pleasant Harbor MPR. Mitigationfor law enforcement servicesassociated with development of the Pleasant Harbor MPRshall be implementedby the Developeras set forth in theMOU attached as Appendix J-3. 8.11.4Transportation Services Mitigation. Public transportation services to the Pleasant Harbor MPRare provided by Jefferson County Transit. Mitigation of transportation services associated with developmentof the Pleasant Harbor MPRshall be implementedby the Developer as set forth in thein the MOU attached as Appendix J-4. 8.11.5Healthcare Services Mitigation. Mitigation for health care services associated with developmentof the Pleasant Harbor MPRshall be implementedby the Developer as set forth in the MOU attached as Appendix J-5. 8.11.6Housing Mitigation. The Developer shall comply with Ordinance 01-0128-08, Condition 63(g) related to affordable housing. This will include but not be limited to the staff housingmitigation 9 associated with developmentof the Pleasant Harbor MPR, if any, which shall be implementedby the Developer as set forth in the MOU attached as AppendixJ-6. 8.11.7Parks and Recreation Mitigation. The County, the State and the United States provide areas for parks and recreation in the vicinity of the Property.Parks and Recreation mitigation associated with development of the Pleasant Harbor MPR shall be implementedby the Developer pursuant to applicable state and local law as set forth in the MOU attached as Appendix J-7. 8.11.8MOUs Satisfy Condition 63(c) of Ordinance No. 01-0128-08. The County agrees that theMOUslisted in this Section 8.11satisfy condition 63(c) of Ordinance No. 01-0128-08and adequately mitigate impacts for the proposed development of the Pleasant Harbor MPR. No additional mitigation will be required,except as provided in Section 9.2.4. 9STANDARDS FOR DEVELOPMENT AND OTHER MITIGATIONBY COUNTY. 9.1County Processing and Review. The review and approval of proposed development applications proposed by the Developer for the Propertyshall be pursuant to the Pleasant Harbor MPR Zoning Code (Appendix A) and the County’sPermit Application and Review Procedures/SEPA Implementation, Chapter 18.40 JCC, which is attached in Appendix E. 9.2SEPA Compliance. 9.2.1Environmental Impact Statement. The parties acknowledge that potential environmental impacts fromfuture development of the Pleasant Harbor MPR have been assessed and addressed in priorenvironmental documents. The prior reviews were published in the following documents: Draft Environmental Impact Statement for Pleasant Harbor Marina and Golf Resort (September 5, 2007)(“DFEIS”); Pleasant Harbor Marina and Golf Resort, Final Environment Impact Statement (November 27, 2007)(“FEIS”); Pursuant to Condition 63(b)of Ordinance 01-0128-08, the County required a supplemental impact statement on the planned final configuration of the MPR, and the systems designed to address the conditions and environmental consequences of the MPR as identified in the FEIS (Chapter 5) and Conditions63(a)-(dd)in Ordinance 01-0128-08. 10 9.2.2Supplemental Environmental Impact Statement. The Supplemental Environmental Impact Statementwas published in the following documents: Draft Supplemental Environmental Impact Statement for Pleasant Harbor Marina and Golf Resort November 19, 2014(“DSEIS”); Pleasant Harbor Marina and Golf Resort, Final Supplemental Environment Impact Statement December 9, 2015(“FSEIS”). 9.2.3Substantial Compliance with Environmental Impact Statements and Supplemental Environmental Impact Statements Required. The FEIS,DSEISand FSEISare referred to collectively as the “Prior EISs.”Development shall substantially comply with the express mitigation measures imposed pursuant to the Prior EISs. 9.2.4Future SEPA Review for Individual Projects. The Prior EISs shall constitute compliance to the fullest extent possible under SEPA, as well as Condition 63(b)of Ordinance 01-0128-08,for all subsequent approvals or permits to develop the Pleasant Harbor MPR consistent with thisAgreement, including, but not limited to, plats, short plats, binding site plans, boundary line adjustments, development permits, grading permits and building permits. Except as provided in this Section9.2.4, no further environment impact statementsarerequired, and no additional substantive SEPA mitigation measures are required for approvals or permits that authorize development that is consistent with level and range of development analyzed in the Prior EISs. The County may require additional environmental analysisfor a new or modified proposal that materially exceeds the level and range of development reviewed in the Prior EISs. For any such new or modified proposal,relevant information from Prior EISs shall be used to the fullest extent possible in futureSEPA review. The scope of environmental review shall be limited to considering how or whether the proposal differs from or exceedsthe scope of the Prior EISs and if so, whether such modification results in potentially significant adverse environmental impacts that have not been adequately addressed in the Prior EISs. Nothing in this Section9.2.4shall release the Developeror its successors, successors in title, or assignees from complying fully with the terms of the Pleasant Harbor MPR Comprehensive Plan Amendment, Ordinance 01-0128-08 (Appendix K), specifically condition 63(b), which requires an automatic threshold determination of significance unless the SEPA Responsible Official determines that the proposal results in only minor construction. 11 9.3Vesting of Development Standards. 9.3.1Scope of Vesting. To the fullest extent allowed by RCW 36.70B.180, all development proposed on the Propertyshall be vested to and governed by theterms of this Development Agreement, the Pleasant Harbor MPR chapter of the Jefferson County ZoningCode, and the Unified Development Code, now codified at Title 18 of the Jefferson County Code including, but not limited to, those code standards attached to this Agreement effective on the date of this Agreement and attached as Appendices A-I). 9.3.2Vesting Period. The vesting period shall be the same as the build-out period in Section 2.3. Except as otherwise provided in Section 9.3,any new or different development standards adopted by the County during the term of this Agreement shall not apply to the Property. 9.3.3Default Standards and Requirements. To the extent this Agreement does not establish standards or requirements covering a subject, element or condition, then the development approval sought shall vest to and be governed by the County codes, regulations and standards in effect upon the date of complete application. The development standards identified in this Agreement shall apply to the Propertyfor the term of this Agreement, except:The Board of County Commissioners reservesthe authority to modify one ormore of the standards or requirements of development for the Pleasant Harbor MPR during the term of the Agreement, to avoida serious threat to public health or safety, as provided in RCW 36.70B.170and JCC 18.40.840(3)(d). 9.3.4State and Federal Law. This Agreement does not relieve the Developerof any obligations to comply with state or federal laws or regulations of any kindincludingbut not limited to those laws or regulations related to Native American treaty rights,endangered species,or stormwater. 9.3.5Building Codes. Jefferson County Code Title 15, The International Building Code and International Fire Code in effect in the State of Washington as of the date of filing of a complete application for a building permit shall apply to all new development. 12 10PHASING. 10.1Phasing Plan. 10.1.1Phases Proposed. Pleasant Harbor MPRis a planned resort that is capable of being developed in independent and severable components or “phases.”Future development of the Pleasant Harbor MPR and all associated infrastructure, including roads and utilities, may be reviewed, permitted and constructed and/or bonded in phases or sub-phases.A phasing plan(consisting of three phases)for developmentof the Pleasant Harbor MPR(reviewed as part of the SEIS) is attached as Exhibit 4. Each phase may further be broken down into discrete sub-phases as conditions dictate, but each primary phased must be constructed in the order set forth below. 10.1.2Requirement of Adequate Infrastructure, Open Space, Recreational Facilities, Landscaping and Other Conditions Sufficient for Each Phase to Stand Alone. JCC 18.15.135 requires that if a master planned resort will be phased, each phase must contain adequate infrastructure, open space, recreational facilities, landscaping and all other conditions of the Pleasant Harbor MPRsufficient to stand alone if no subsequent phases are developed. The Developer will comply with JCC 18.15.135 and will complete or bond all necessary infrastructure tosupport a phase or sub-phase sufficient for each phase or sub-phase to stand alone, prior to obtaining approval for a subsequent phase. 10.1.3Phase 1. Phase 1a consists of site clearing and grading for golf course, road network, building footprints, and KettleB. Commence road construction with services and begin implementation of the vegetation management plan. Create construction materials processing location on the golf course site. Phase 1b consists of construction of the LOSS drainfield (wastewater treatment plant back up system), water storage tank with distribution piping at Tee 5, transit stop, construct sanitary sewer pump stations, Sea View Villas (170 units), Golf Vistas (32 units) and utility district. 10.1.4Phase 2. Phase 2a consists of completion of the golf course and Half-way house (adjacent to fairway 5), develop the new, additionalwell, Kettle C: supplementary replacement to Kettle B, construct maintenance building and 52 units for staff quarters. Phase 2b consists of construction of the Golf Terrace Recreation Center and Conference center/spa (208 units). 13 10.1.5Phase 3. Phase 3a consists of construction of the Maritime Village building consisting of 66 units and 21,000 square feet of commercial. Construct Highway 101 and Black Point Road intersection improvements, reconstruct Black Point Road and construct new access road to WDFW boat launch. Phase 3b consists of construction of the Golf Terraces 2, 3, and 4 (330 units), construction of Sea View Villas (14 units) and Golf Vistas (16 units). Complete utility district for the resort. 10.2Preliminary Facilities. In addition to the facilities specifically described in Section 10.1each Phase must design adequate preliminary facilities to service the phase. Preliminary facilities are those preliminary facilities or improvements that must be approved and installed in concert with the development of each phase. The preliminary facilities include the following: 10.2.1Water System. A water system with sufficient water rights to serve the phaseor sub-phaseunder review and approval. 10.2.2Wastewater Treatment System. Asewer system with sufficient capacity to accommodate the waste discharge for the phase or sub-phaseunder review and approval. 10.2.3Road Network. A road network to accommodate the phaseor sub-phaseunder review and approval. 10.2.4Landscaping. Landscapingfor the phaseor sub-phaseunder review and approval. 10.2.5Parking. Associated parking for the phaseor sub-phaseunder review and approval. 10.2.6County Approval of Preliminary Facilities Required. TheCounty’sapproval of a phaseor sub-phase, whether by preliminary plat or other process, shall require approval of preliminary facilities for the entire phase.The Developer may construct preliminary facilitiesfor each lot or tract in conjunction with development of that lot or tract. A final plat for a phase may be recorded by lot or tract provided all of the preliminary facilities necessary to serve the lot or tract are complete and the specific development requirements within each lot or tract are complete. 14 10.3Public Amenities and Access. Public amenities and access are those facilities and improvements that provide resort related activities and services. The Pleasant Harbor MPR shall, at a minimum, shall contain the following resort amenities(1) a9-hole golf course; (2) spa services; (3) sports courts; (4) pool; and (5) water slides. These amenities shall be completed consistent with completion of the phase in which the amenity is proposedandmade available to members of the general public for a fee to be established by the Developer. 11INDEMNITY. 11.1Indemnified Claims. The indemnified claims are: (a)Claims for costs, losses, damages or expenses as a result ofthe County’s approvalof this Agreementandthe Developer’s or the Developer’s contractors, agents or employees operations under this Agreement including, but not limited to, claims that this Agreement violates treaty rightsof tribes; (b)Claims based on the Developer’snegligence;and, (c)Claims based on the breach of any of the Developer’s obligations under this Agreement. As used in this Agreement the term “indemnified claim(s)”means the claims listed in this Section 11.1. 11.2The Developer’s Obligations. 11.2.1Scope. The Developer shall defend, indemnify and hold the County, and its elected officialsand employees harmless from and shall process and defend at its own expense, including all costs, attorney fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or indirectly, from anyindemnified claims. The County retains the right to provide additional counsel for the County’s defense at the County’s sole expense to assist counsel paid for by the Developer or to monitor any indemnified claim. 11.2.2No Waiver of RCW 4.96.020 by the Developer. TheDeveloper shall not attempt to waive the requirements of the filing of a pre-suit claim against the County under RCW 4.96.020. 15 11.2.3Cooperation. The Developer and County shall cooperate with each other in the defense of any indemnified claims.The Developershallnot file any pleadings or motionsor take any positionwith a court, government agency or hearing officerwithout first consulting with the County.Developer retains sole discretion to pursue defense of Indemnified Claims in any means it deems appropriate, but cannot take positions on behalf of the County without the County’s consent. 11.2.4Best Efforts to Obtain Release of the County. If the Developer settles any indemnified claim, the Developer will use its best efforts to obtain a release of the indemnified claim for the County, and its elected officialsand employees. 11.2.5Claims againstBoth the County and the Developer. The Developer wishes to avoid the expenses of a separate defense of both it and the County should any person assert an indemnified claim against both the Developer and the County. Accordingly, the Developeragrees to provide joint counsel to represent both the Developer and the County at the Developer’s sole expensewhen indemnified claims are made against both the County and the Developer.However, the County retains the right to substitute its own counsel in place of joint counsel at the County’s sole expense or to provide additional counsel at the County’s sole expense to assist counsel paid for by the Developer or to monitor any indemnified claim. 11.2.6The Developer is the Real Party in Interest. For any indemnified claim where the Developer is required to provide the County a defense pursuant to Section 11, the Developer shall make it clear that it is the real party in interest on any indemnified claims made against the County and that: (i) Any positions the Developer takes in defending the indemnified claims are the positions of the Developer and not the County; and, (ii) Any positions the Developer takes in defending the indemnified claims are not necessarily the positions the County would take if it were the real party in interest. 11.3The County’s Obligations. 11.3.1Notice. The County shall provide notice to the Developerof any indemnified claim it receives within fourteen days of receipt of such claim.For the avoidance of doubt,the notice required under this Section 11.1.3includes notice of any pre-suit claim presentedtothe County under RCW 4.96.020. 16 11.3.2Cooperation. The County shall cooperate with the Developer in the defense of anyindemnified claims. The County shall not file any pleadings or motions or take any position with a court, government agency or hearing officer without first consulting with the Developer. 11.3.3Consent to Counsel Selected by the Developer. The County may consent to the representation by counsel selected by the Developer and provide appropriate waivers of conflicts of interest to counselselected by the Developer. Provided, however, that if the County refuses to consent or to provide appropriate waivers of conflicts of interest, the Developer may suspend performance of the indemnity obligations under this Section 11. 11.4Limitations. 11.4.1No Indemnity for Claims Other than Indemnified Claims. Nothing in this Section 11shall require the Developer to indemnify, hold harmless,or defend the County from claims, demands or suits based on claims against the County that are not indemnified claims andare based solely upon the conduct of the County, its elected officials, employees and agents. 11.4.2Claims Based on Comparative Fault. If the claims or suits are caused by or result from the comparative faultof: (i) the Developer’s agents or employees; and, (ii)the County, its elected officials, employees and agents, this indemnity provision with respect to claims or suits based upon such comparative fault,thenthe claims shall be treated as claims against both the County and the Developer under Section 11.2.6until a final, enforceable judgment is entered. After a final, enforceable judgment is entered, theDeveloperand the County shall each be responsible for their shares of the final, enforceable judgment. 12GENERAL PROVISIONS. 12.1Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws and regulations of the State of Washington, as if applied to transactions entered into and to be performed wholly within the State of Washington between residents of the State of Washington. No party shall argue or assert thatany law other than Washington law applies to the governance or construction of this Agreement. 12.2Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the successors, successors in title and assigns of the Developerand uponthe County. 17 12.3Assignment. 12.3.1Right to Transfer, Consent of the CountyNot Required. The parties acknowledge that development of the Pleasant Harbor MPRmay involve sale and assignment of portions of the Propertyto other persons who will own, develop and/or occupy portions of the Propertyand buildings thereon. The Developershall have the right to assign or transfer all or any portion of the respective interests, rights or obligations under this Agreement or inthe Propertyto other parties acquiring an interest or estate in all or any portion of the Property, including transfer of all interests through foreclosure (judicial or non-judicial) or by deed in lieu of foreclosure, provided transferee agrees to assumeall obligations of the Developer under this Agreement. Consent by the County shall not be required for any transfer of rights pursuant to this Agreement. 12.3.2Obligations of the Developerand Transferee under this Agreement. Upon the transfer or assignment under this Section12.3and the transferee’sassumption of all obligations of the Developer under this Agreement, the transferee shall be entitled to all interests and rights and be subject to all obligations under this Agreement pertaining to the property transferred or assigned, and the Developershall be released of liability under this Agreement for the property transferred or assigned, but shall retain liability for any breach which occurred prior to the transfer of rights to another party and for those portions of the Property still owned bythe Developer. 12.4Release of the Developer’sLiabilityby Assignment. 12.4.1Transfer and Assumption of All Obligations Under this Agreement Required. The Developershall be released of all liabilities and obligations under the Agreement if: (a) TheDeveloperprovides notice to the County of an Assignment of the Agreement;and, (b) Thetransfereehas assumed in writing the all the obligations of this Agreement. 12.4.2Results of Effective Assignment. If the conditions for release are met under this sub-section, then from and after the date of transfer, the Developershall have no further liability or obligation under the Agreement, and the assignee shall exercise the rights and perform the obligations of the Developer under the Agreement for that portion of the Propertyacquired by the successor or assign. 12.4.3Effect of Partial Assignment. The parties acknowledge that the Developermay transfer or assign title to a portion of the Propertyin any manner consistent with this Agreement. Should the transfer or assignment 18 of title relate to only a portion of the Property, then the release of liability pursuant to this paragraph shall only apply to acts or omissions arising from or related to the portion of the Propertybeing assigned or transferred. 12.5Recordingas a Covenant Running with the Land. This Agreement shallbe recorded with the County Auditor against the Propertyas a covenant running with the land andpursuant to RCW 36.70B.190shall be binding on the Developer, its successors, successors in title and assignsduring its Term.The parties agree that the appendices need not be recorded. 12.6Release as to Residential Development. Upon the approval of a final plat, a condominium declaration or other approved land division in compliance with this Agreement that relates to residential development of the Property, then there shall be executedand recorded with theCounty Auditor a release from this Agreementwith respect to that particular and specific parcel or parcels of real property that received final plat approval, filed a condominium declaration or was the subject of other approved land division.Residential development on the parcel or parcels released pursuant to this subsection shall continue to be subject to the requirements of the development regulations listed in Sections7and 8.1. 12.7Severability. If any provision of this Agreement is determined by a court of law to be unenforceable or invalid, then the remainder of the Agreement shall remain in full force and effect. Further, as to those provisionsheld by a court of law to be unenforceable, the parties shall confer and agree to amend the Agreement to implement the mutual intent of the parties to the maximum allowed by law. 12.8Amendment. This Agreement shall not be amended without the express written approval of the County and the Developer(or its successors, successor in title and assigns with respect to the property in which they have an interest). The Board of County Commissioners must approveall amendments to this Agreement by ordinance or resolution and only after notice to the public and a public hearing. 12.9Headings. The headings in this Agreement are inserted for reference only and shall not be construed to expand, limit or otherwise modify the terms and conditions of this Agreement. 12.10Dispute Resolution. In the event of any dispute relating to this Agreement, all parties upon the written request (to be titled “Notice of Dispute”)of any other party, shall meet within the five (5) business days to seek in good faith to resolve the dispute. The County shall send a department 19 director or the qualified lead planner and other persons with information relating to the dispute, and the Developershall send an owner’s representative and any consultant or other person with technical information or expertise related to the dispute. If the partiesare unable to reach amicable resolution of a dispute within thirty (30) days of the written Notice of Dispute issued by one of the parties, the parties agree that they will immediately identify a mediator and participate in mediation in good faith. The selected mediator shall have documented experience and expertise in Washington land use law. The parties agree to work cooperatively to select a mediator with land use and real estate experience. Each party will identify and propose to the other party three potential mediators. Between the proposed mediator lists, the parties will select a mutually agreeable mediator to resolve the dispute. The mediation shall be completed within 90days of the original written Notice of Dispute by one of the parties. If the parties are unable to reach a resolution following timely mediation, each party reserves the right to seek resolution and pursue remedies available under this Agreement and at law. The parties agree that the cost of mediation pursuant to this paragraph shall be borne equally by the parties to this Agreement.The parties may agree in writing to extend any deadline or time frame listed in this Section 12.10. 12.11Default and Remedies. No party shall be in default under this Agreement unless it has failed to perform a material provision under this Agreement for a period of thirty (30) days after written notice of default from any other party. Each notice of default shall specify the nature of the alleged default and the manner in which the default may be cured satisfactorily. If the nature of the alleged default is such that it cannot be reasonably cured with the thirty (30) day period, then commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure. Any party not in default under this Agreement shall have all rights and remedies provided by law including without limitation damages, specific performance or writs to compel performance or require action consistent with this Agreement. In recognition of the possible assignment and sale of portions of the Property(see Section 12.3)any claimed default shall relate as specifically as possible to the portion of the Property involved and any remedy against any party shall be limited to the extent possible to the owners of such portion of remedies which do not adversely affect the rights, duties or obligations of any other non-defaulting owner of portions of the Propertyunder this Agreement. Each party to this Development Agreement shall be solely responsible for the costs they incur with respect to asserting or defending against any dispute, alleged default or civil lawsuit. 12.12No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their successors in title and assigns. No other person shall have any right of action based upon any provision of this Agreement. 20 12.13Construction. This Agreement has been reviewed and revised by legal counsel for all parties and no presumption or rule that ambiguity shall be construed against the party drafting the document shall apply to the interpretation or enforcement of this Agreement. 12.14Signature in Counterparts. Separate copies of this Agreement may be signed by each of the parties and this Agreement will have the same force and effect as if the original had been signed by all the parties. 12.15Notice. All communications, notices and demands of any kind which a party under this Agreement requires or desires to give to any other party shall be in writing deposited in the U.S. mail, certified mail postage prepaid, return receipt requested, and addressed as follows: To the County:Director Jefferson County Department of Community Development 621 Sheridan Street Port Townsend, WA 98368 cc:Board of County Commissioners P.O. Box 1220 Port Townsend, WA 98370 Prosecuting Attorney P.O. Box 1220 Port Townsend, WA 98370 ToPleasant Harbor Marina and Golf Resort, LLP and Pleasant Harbor Marina, LLC: c/o M. Garth Mann Statesman Group of Companies Ltd. 9300E.Raintree Drive, Suite 100 Scottsdale, Arizona 85269 cc:John T. Cooke Houlihan Law th 100 N. 35St. Seattle, WA 98103 12.16Estoppel Certificates. Within 30 days following any written request that any party or a mortgagee may make from time to time, the other party shall execute and deliver to the requesting person a statement certifying that: (a) this Agreement is in full force and effect, and stating any formal 21 amendments to the Agreement; and, (b) to the best of the knowledge of the certifying party, no notice of default has been sent and no notice of violation of applicable laws has been issued regarding the project; and any other reasonably request information. Failure to provide a timely response to the requesting party shall be deemed conclusive evidence that the Agreement is unmodified and in full force and effect and that no notices of default or violation have been issued. Issuance of estoppel certificates is an administrative matter within the County. The County shall have no liability to the requesting party if it provides an estoppel certificate in good faith and with reasonable care. 12.17Cooperation. The parties shall not unreasonably withhold requests for information, approvals or consents provided for in this Agreement. The parties agree to take further actions and execute further documents, whether jointly or within their respective powers and authority, to implement the intent of this Agreement. 12.18Voluntary Undertaking. This Agreement is entered into voluntarily and without any coercion by or undue influence on the part of any person, firm or corporation. 12.19No Waiver. No waiver by any party of any term or condition of this Agreement shall be deemed or construed as a waiver of any other term or condition, or a waiver of any subsequent breach, whether of the same or a different provision of this Agreement. 12.20No Private CCR Enforcement by the County. The parties acknowledge and agree that nothing in this Agreement shall alter, infringe upon, modify, change, limit or restrict the ability or powers of the existing neighborhood, tract or subdivision property owner or lot owner associations from enforcing, interpreting and utilizing any and all covenants, conditions or restrictions that pre-exist this Agreement or covenants, conditions or restrictions recorded with the County Auditor after the effective date of this Agreement. The parties further acknowledge and agree that the County bears no responsibility for the enforcement, interpretation or resolution of any dispute, filing, grievance, complaint or appeal that might arise as a result of recorded covenants, conditions or restrictions relating to tracts, subdivisions, lots or parcels within the Pleasant Harbor MPR. 12.21Entire Agreement. This Development Agreement consists of the Resolution approving the Agreement, the Agreement, Exhibits 1-4, and Appendices A-T.This Agreement constitutes the entire agreement between the parties relating to this subject matter.There are no other agreements, oral or written, except asexpressly set forth herein.Except as specifically 22 provided in this Agreement, this Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. 12.22No Assignment. The Developer represents, warrants and agrees that it has not assigned, transferred, conveyed, encumbered or in any manner otherwise disposed of all or any portion of the Propertyor any rights, obligations, or interests of any nature or kind whatsoever covered by this Agreement, whether before or after they occurred, regardless of whether they have occurred as of the date of this Agreement. 13REPRESENTATIONS AND WARRANTIES. Each of the parties represents and warrants that: (a) Eachis fully authorized to enter into this Agreement; (b) Eachhas taken all the necessary actions to duly approve the making and performance of this Agreement and that nofurther approval is necessary; (c) Eachhas read this Agreement in its entirety and knows the contents of this Agreement; (d) Theterms of this Agreement are contractual and not mere recitals; and, (e)Eachhave signed this Agreement having obtained the advice of legal counsel. (SIGNATURES FOLLOW ON NEXT PAGE) 23 Signatures JEFFERSON COUNTY Jefferson County Board of County Commissioners By_____________________________ Chair, Kathleen Kler Date: _____________________________ By_____________________________ Member, David Sullivan Date: _____________________________ By_____________________________ Member, Kate Dean Date: _____________________________ APPROVED AS TO FORM: Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney Date: __________________________ Patricia L. Charnas Director of Community Development Date: __________________________ 24 PLEASANT HARBOR MARINA AND GOLF RESORT, LLP By:_____________________________ M. Garth Mann Its:Manager Date: _____________________________ Acknowledgement STATE OF WASHINGTON) ) ss COUNTY OF __________________) On this _____ day of ___________________, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Melvin G. Mann, to me known to be the person who signed as manager of Pleasant Harbor Marina and Golf Resort, LLP, the Washington limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said limited liability company for the uses and purposes therein mentioned, and on oath stated that he was duly elected, qualified and acting as said officer of the limited liability company and that he was authorized to execute said instrument. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. Dated this _____day of __________________, 2017. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at . My Appointment Expires: 25 Exhibit1 (LEGAL DESCRIPTION–CONTAINED ON THE FOLLOWING PAGES) The Pleasant Harbor Master Plan Resort at Black Point shall consist of the properties described below, excluding only that potion of any parcel lying westerly of US 101, and together with leased tidelands supporting the Pleasant Harbor Marina; all as illustrated at Figure 1-5, page 1-4 of the Brinnon Master Planned Resort FEIS issued November 27, 2008. Parcel A APN 502153002 The Northeast ¼ of the Southwest ¼ of Section 15, Township 25 North, Range 2 West, W.M., in Jefferson County, Washington; Together with a perpetual non-exclusive easement for road and utility purposes through, across and over the following described property: Beginning at the Southeast corner of the Southwest ¼ of the Northwest ¼ of said Section 15; thence run West, along the South line of said Southwest ¼ of the Northwest ¼, approximately 175 feet tothe Southerly line of Black Point County Road; thence Northeasterly, along said Southerly line, to a point 30 feet North of said South line when measured at right angles; thence East, parallel to said South line, to the East line of said Southwest ¼ of the Northwest ¼; thence South 30 feet to the point of beginning; And over and across the West 30 feet of the South 30 feet of Government Lot 4 in said Section 15. Situate in the County of Jefferson, State of Washington. Parcel B APN 502153003 The East ½ of the Northwest ¼ of the Southwest ¼ of Section 15, Township 25 North, Range 2 West, W.M., in Jefferson County, Washington; Except that portion thereof, lying within a strip of land conveyed to the State of Washington, for State Road No. 9, Duckabush River-North Section , by deed dated August 28, 1933, and recorded under Auditor’s File No. 70817, records of Jefferson County, Washington. Situate in the County of Jefferson, State of Washington. 26 Parcel C APN 502153023 Those portions of Sections 15 and 22, both in Township 25 North, Range 2 West, W.M., Jefferson County, Washington, described as follows: The Southwest ¼ of the Southeast ¼ and Government Lot 7 of said Section 15, and Government Lots 2 and 3 of said Section 22; Except those portions thereof lying East of the West line of the East 695.00 feet of said Southwest ¼ of the Southeast ¼, and East of the Southerly prolongation of said West line; Also Except that portion of the West 100.00 feet of said Government Lot 7, lying Southerly of the North 539.00 feet thereof. Together with tidelands of the second class, as conveyed by the State of Washington, situate in front of, adjacent to and abutting uponthe West ½ in width of said Government Lot 2, in said Section 22. Situate in the County of Jefferson, Stateof Washington. Parcel D APN 502154002 That portion of the Northwest ¼ of the Southeast ¼ of Section 15, Township 25 North, Range 2 West, W.M., lying Southerly of the Black Point Road as conveyed to Jefferson County by deed recorded under Auditor’s File No. 223427, records of said County; Except that portion described as follows: That portion of the Northwest ¼ of the Southeast ¼ of Section 15, Township 25 North, Range 2 West, W.M., described as follows: Beginning at a point of intersection of the East lineof the Northwest ¼ of the Southeast ¼ and the Southerly margin of the Black Point Road; thence South along the said East line, a distance of 300 feet; thence West 350 feet; thence North to the point of intersection with the Southerly margin of the Black Point Road; thence Easterly along said Southerly margin to the point of beginning. Situate in the County of Jefferson, State of Washington. Parcel E APN 502152005 That portion of the Southwest ¼ of the Northwest ¼ of Section 15, Township 25 North, Range 2 West, W.M., described as follows: A strip of land 250 feet wide lying Easterly of and parallel to the Southeasterly right of way of State Highway 101; 27 Except the right of way for Black Point Road as conveyed to Jefferson County by deed recorded under Auditor’s File Nos. 223427 and 410399, records of Jefferson County, Washington. Also Excepting Therefrom the following tract: Beginning at the Southwest corner of Government Lot 3; thence North 8823’07”West 308.14 feet to the Southeasterly right of way of State Highway No. 101, and the true point of beginning; thence Southwesterly along said Highway, 117 feet, thence South 8823’07”East, to a point 175 feet West of the high tide line; thence Northeasterly to a point on the North line of the Southwest ¼ ofthe Northwest ¼, 100 feet West of said high tide line; thence North 8823’07”West to the true point of beginning of this exception. Situate in the County of Jefferson, State of Washington. Parcel F APN 502152014 Lot 1 of Watertouch Short Plat, as recorded in Volume 2 of Short Plats, pages 205 and 206, records of Jefferson County, Washington, being a portion of Section 15, Township 25 North, Range 2 West, W.M., Jefferson County, Washington. Situate in the County of Jefferson, State of Washington. Parcel G APN 502152015 Lot 2 of Watertouch Short Plat, as recorded in Volume 2 of Short Plats, pages 205 and 206, records of Jefferson County, Washington, being a portion of Section 15, Township 25 North, Range 2 West, W.M., Jefferson County, Washington. Situate in the County of Jefferson, State of Washington. Parcel H APN 502152016 Lot 3 of Watertouch Short Plat, as recorded in Volume 2 of Short Plats, pages 205 and 206, records of Jefferson County, Washington, being a portion of Section 15, Township 25 North, Range 2 West, W.M., Jefferson County, Washington. Situate in the County of Jefferson, State of Washington. Parcel I APN 502152013 Lot 1, Pleasant Harbor Marina Short Plat, as per plat recorded in Volume 2 of Short Plats, pages 221 to 223 and amended in Volume 3 of Short Plats, pages 8 to 10, records of Jefferson County, Washington, Except that portion of Lot 1 described as follows: 28 That portion of Government Lot 3 abutting second class tidelands in Section 15, Township 25 North, Range 2 West, W.M., Jefferson County, Washington, being more particularly described as follows: Commencing at the North ¼ corner of Section 15, Township 25 North, Range 2 West, W.M., Jefferson County, Washington; thence South 8813’42”East along the North line of said Section 15 for a distance of 364.50 feet to the point of beginning; thence continuing South 8813’42”East 238.76 feet to the line of mean high tide; thence South 6112’00”West along the line of mean high tide 34.78 feet; thence North 4041’54”West along the line of mean high tide 3.31 feet; thence South 6236’19”West along the line of mean high tide 26.83 feet; thence South 8754’36”West 166.65 feet; thence North 2121’05”West 43.00 feet to the point of beginning. And Also Excepting second class tidelands as conveyed by the State of Washington, in front of, adjacent to and abutting the above described excepted uplands. Situate in the County of Jefferson, State of Washington. Parcel J APN 502152012 Lot 2, Pleasant Harbor Marina Short Plat, as per plat recorded in Volume 2 of Short Plats, pages 221 through 223, and amended in Volume 3 of Short Plats, pages 8 through 10, records of Jefferson County, Washington. Together with second class tidelands, as conveyed by the State of Washington, situate in front of, adjacent to and abutting thereon. Situate in the County of Jefferson, State of Washington. Parcel K APN 502153020 Those portions of the Southwest ¼ of the Southeast ¼ of Section 15, and Government Lot 2 of Section 22, both in Township 25 North, Range 2 West, W.M., Jefferson County, Washington, described as follows: The East 345.00 feet of said Southwest ¼ of the Southeast ¼, as measured along the North line thereof; Together with that portion of said Government Lot 2 lying East of the Southerly prolongation of the West line of said East 345.00 feet; Situate in the County of Jefferson, State of Washington. Parcel L APN 502153021 29 Those portions of the Southwest ¼ of the Southeast ¼ of Section 15, and Government Lot 2 of Section 22, both in Township 25 North, Range 2 West, W.M., Jefferson County, Washington, described as follows: The East 520.00 feet less the East 345.00 feet of said Southwest ¼ of the Southeast ¼, as measured along the North line thereof. Together with that portion of said Government Lot 2 lying East of the Southerly prolongation of the West line of said East 520.00 feet and the West of the Southerly prolongation of the East line of said East 345.00 feet. Situate in the County of Jefferson, State of Washington. Parcel M APN 502153022 Those portions of the Southwest ¼ of the Southeast ¼ of Section 15, and Government Lot 2 of Section 22, both in Township 25 North, Range 2 West, W.M., Jefferson County, Washington, described as follows: The East 695.00 feet less the East 520.00 feet of said Southwest ¼ of the Southeast ¼, as measured along the North line thereof. Together with that portion of said Government Lot 2 lying East of the Southerly prolongation of the West line of said East 695.00 feet and West of the Southerly prolongation of the East line of said East 520.00 feet. Situate in the County of Jefferson, State of Washington. 30 AMENDMENT 1 TO WILDLIFE MANAGEMENT PLAN This Wildlife Management Plan is amended as follows: (1)Delete the sentence on page 5, paragraph 2 that reads: “Elk migrate on a seasonal pattern and can be expected to be in the project vicinity during certain times of the year.” (2)Delete “and inhabit the site for short durations during the year” from the sentence on page 5, paragraph 2 that reads:“Elk could potentially wander onto Black Point and inhabit the site for short durations during the year.” (3)After the sentence on page 5, paragraph 2 that reads:“According to Bryan Murphie (wildlife biologist with WDFW), there are two unique herds in the area: Duckabush and the Dosewallips herds (personal communication, 2017).” add the following sentence: “the Point No Point Treaty Council’s census records show that at times the Duckabush herd has contained as many as 80 individuals.” (4)After the sentence on page 5 paragraph 2 that reads: “Both herds have the potential …,” add the following: “Some elk migrate seasonally. The Duckabush herd is resident year-round, and has not undergone a true migration since 1993. Some individual elk are nomadic, and may travel up to 13 kilometers from one end of their range to the other. As a result, it is possible that most of the Duckabush heard would be in the vicinity of the MPR all year, posing the risk that elk will cross Highway 101 and visit the MPR.” (5) up on the MPR shall not be destroyed by the Developer, except where the animal poses a threat to human health or safety.” (6)Delete “because the site is adjacent to mapped elk crucial wintering range” from the sentence on page 7 that reads: “Elk have not been identified on the property but there is a potential for their presence because the site is adjacent to mapped elk crucial wintering range (WDFW 2017).” (7)Delete the following to the sentence from page 7: “Therefore, another potential strategy to reduce elk and vehicular incidents is to install collars on elk that are linked to signs on Highway 101.” (8)Delete the following to the sentence from pages 7-8: “However, this strategy would not prevent elk from entering the project site and is not always an effective strategy (personal communication with Fish and Wildlife Biologist at WSDOT 2017; personal communication with Wildlife Biologist at WDFW 2017).” (9)After the first sentence in the first full paragraph on page 8 that reads: “To help prevent elk and vehicle collisions, Statesman will install flashing signs that are associated with collared elk.” add the following: “A flashing sign shall be located on the East side of Highway 101 on both the North and the South sides of the Pleasant 31 Harbor MPR, in a precise locations determined by the Developer, after consultation with the Washington Department of Fish and Wildlife (WDFW). The Developer also will work with the WDFW to attach devices to area elk that would trigger the flashing signs when the Elk approach them. The WDFW will determine how the flashing signs will interface with the elk movements, who will be responsible for capturing and collaring elk, who will replace collars when they wear out, and who will be responsible for maintenance of all the system components. The Developer will reimburse WDFW for installation of two flashing signs and provide reimbursement of up to $10,000 to WDFW for elk collars on the Duckabush herd and other system components for the program.” (10)Delete the following from the last sentence in the first full paragraph on page 8 as follows: “If more than four elk (which could be a herd) are observed accessing the property within a one year span,” so the sentence would read: “Statesman will employ the following strategies to remove and discourage elk from the site:” (11)Delete the all the language in the second bullet on page 8 as follows: “Once the property is developed and should there be more than four elk on the property at one time after the developer has determined that noise-deterrents, smell-deterrents and visual deterrents have proven ineffective, then the developer will install a fence as a last resort to discourage their presence for the benefit of the PGST and their hunting rights. The fence will only be installed on WDFW and WSDOT’s concurrence that installation of a fence will not pose a threat to human health and safety.” Replace it with the following: Nevertheless, the Developer shall construct an exclusion fence along the western border of the MPR South of Black Point Road, to exclude elk from the MPR. The Developer will be responsible for determining the precise location of the exclusion fence, but will consult with the WDFW and the Point No Point Treaty Council before constructing the exclusion fence. The exclusion fence shall be visible to Elk, (e.g., using survey tape or branches, or other like means) and shall be at least 8 feet in height. Fencing shall be either woven-wire or electric. Fencing shall be constructed before or concurrent with clearing the forest and developing greens, fairways, and lawns at the MPR.” (12) up on theMPR shall not be destroyed by the Developer, except where the animal poses a threat to human health or safety.” (13) that end up on the MPR shall not be destroyed by the Developer, except where the animal poses a threat to human health or safety.” (14)Add a new bullet in the “Bear” section on page 9 after the last two bullets in that Developer, except where the animal poses a threat to human health or safety.” 32 (15)Add a new fourth bullet to the end of the “Waterfowl” section on page 10 as except where the animal poses athreat to human health or safety.” (16)Delete “install a west oriented fence in any open areas where elk could find access to the 9 holes of golf course grasses. The Applicant will investigate if there is proven technology in types of grasses that are not attractive for elk grazing. In the case of elk, if more than four elk individuals are observed on the site in a 1-year period, Statesman will use alternative elk management strategies including scare tactics and fencing as described in the Wildlife Management Strategies section above” in the second paragraph in the “Summary and Recommendations” section on page 10 and replace it with the following: “the mitigation measures outlined above.” This Amendment 1 shall be attached to the Wildlife Management Plan. 33 AMENDMENT 1 TO WATER QUALITY MANAGEMENT PLAN This Water Quality Management Plan is amended as follows: (1) Section X. is renumbered as Section X.A and Section XI. is renumbered as Section X.B.; and, (2) A new Section X is added as follows: X. Actions tobe Taken, if Sampling Results Show Increasing Concentrations in Water Quality Parameters A.Investigation. If sampling results show three consecutive increases in concentrations of any one of the water quality parameters sampled under this Agreement the Developer shall take steps to identifythe cause of the increase. Under the direction of the JCWQ, the Developer shall take reasonable steps to investigate the cause of the increase in the water quality parameters, including but not limited to inspecting, sampling, or testing to determine the cause, nature and extent of the increase. JCWQ may require the Developer to provide a plan for investigation within the time determined by JCWQ as necessary to address the increasing concentrations in the water quality parameters. B.Remediation. Under thedirection of the JCWQ, the Developer shall eliminate, or minimize any threat or potential threat to human health or the environment posed byincreasing concentrations that are caused by the construction or operations of the Resort, including taking steps to eliminate, ormodify the source to insureapplicable groundwater quality standards are not exceeded. This Amendment 1 shall be attached to the Water Quality Management Plan. 34 May 31, 2018 DEVELOPMENT AGREEMENT BY AND BETWEENJEFFERSON COUNTY, WASHINGTON AND PLEASANTHARBOR MARINA AND GOLF RESORT, LLP RELATING TO THEDEVELOPMENT COMMONLY KNOWN AS THEPLEASANT HARBOR MARINA AND GOLF MASTER PLANNED RESORT 1 May 31, 2018 Table of Contents DEVELOPMENT AGREEMENT.....................................................................................1 1RECITALS.................................................................................................................1 2EFFECTIVE DATE, TERM AND BUILD-OUT PERIOD.......................................2 2.1Effective Date................................................................................................2 2.2Term...............................................................................................................2 2.3Build-Out Period............................................................................................2 2.4Modification...................................................................................................2 2.5Exhibits and Appendices................................................................................2 3THE PROPERTY AND THE MASTER PLAN........................................................2 3.1The Property Description...............................................................................2 3.2The Master Plan Components........................................................................2 4NATIVE AMERICAN TREATY RIGHTS...............................................................3 4.1Protection of Native American Treaty Rights................................................3 4.1.1Protection of Fishing Rights.........................................................................3 4.1.2Protection of Hunting Rights........................................................................3 4.2Preservation of Native American Treaty Rights............................................3 5RECOGNITION OF AREAS WITH CULTURAL SIGNIFICANCE......................3 6PROTECTION OF WATER QUALITY OUTSIDE OF THE PROPERTY.............4 6.1Recognition of Significant Nearby Natural Resources..................................4 6.2Developer’s Agreement to Address Impacts of the Pleasant Harbor MPR on Nearby Natural Resources.............................................................................4 7RESERVATION OF POLICE POWER OF THE COUNTY....................................4 7.1Police Power..................................................................................................4 7.2Reservation of County Authority...................................................................4 8DEVELOPMENT STANDARDS..............................................................................5 8.1Permitted Uses and Density Standards; Zoning.............................................5 8.2Planning Goals and Objectives......................................................................5 8.3Stormwater Standards....................................................................................5 8.3.1Stormwater Subject to Best Management Practices and the County’s Stormwater Management Requirements......................................................5 8.3.2Stormwater Management in Public Roads, Rights-of-Way and Easements.5 8.3.3Stormwater Management in Private Rights-of-Ways...................................5 8.4Critical Area Standards..................................................................................5 2 May 31, 2018 8.5Land Division Standards................................................................................6 8.6Shoreline Master Program.............................................................................6 8.7Additional Development Standards...............................................................6 8.8Compliance with Ordinance 01-0128-08.......................................................6 8.8.1Condition 63(e).............................................................................................6 8.8.2Condition 63(f)..............................................................................................6 8.8.3Condition 63(k).............................................................................................6 8.8.4Condition 63(l)..............................................................................................7 8.8.5Condition 63(p).............................................................................................7 8.8.6Condition 63(r)..............................................................................................7 8.8.7Condition 63(s).............................................................................................7 8.8.8Condition 63(t)..............................................................................................8 8.8.9Condition 63(x).............................................................................................8 8.8.10Condition 63(z).............................................................................................8 8.9The Pleasant Harbor MPR Water Service......................................................8 8.10The Pleasant Harbor MPR Wastewater Treatment Plan................................8 8.11Memoranda of Understanding.......................................................................8 8.11.1School Services Mitigation...........................................................................9 8.11.2Fire and EMS Services Mitigation................................................................9 8.11.3Law Enforcement Services Mitigation.........................................................9 8.11.4Transportation Services Mitigation...............................................................9 8.11.5Healthcare Services Mitigation.....................................................................9 8.11.6Housing Mitigation.......................................................................................9 8.11.7Parks and Recreation Mitigation.................................................................10 8.11.8MOUs Satisfy Condition 63(c) of Ordinance No. 01-0128-08...................10 9STANDARDS FOR DEVELOPMENT AND OTHER MITIGATION BY COUNTY..................................................................................................................10 9.1County Processing and Review....................................................................10 9.2SEPA Compliance........................................................................................10 9.2.1Environmental Impact Statement................................................................10 9.2.2Supplemental Environmental Impact Statement.........................................11 9.2.3Substantial Compliance with Environmental Impact Statements and Supplemental Environmental Impact Statements Required.......................11 9.2.4Future SEPA Review for Individual Projects.............................................11 9.3Vesting of Development Standards..............................................................12 3 May 31, 2018 9.3.1Scope of Vesting.........................................................................................12 9.3.2Vesting Period.............................................................................................12 9.3.3Default Standards and Requirements..........................................................12 9.3.4State and Federal Law.................................................................................12 9.3.5Building Codes............................................................................................12 10PHASING.................................................................................................................13 10.1Phasing Plan.................................................................................................13 10.1.1Phases Proposed..........................................................................................13 10.1.2Requirement of Adequate Infrastructure, Open Space, Recreational Facilities, Landscaping and Other Conditions Sufficient for Each Phase to Stand Alone................................................................................................13 10.1.3Phase 1........................................................................................................13 10.1.4Phase 2........................................................................................................13 10.1.5Phase 3........................................................................................................14 10.2Preliminary Facilities...................................................................................14 10.2.1Water System..............................................................................................14 10.2.2Wastewater Treatment System...................................................................14 10.2.3Road Network.............................................................................................14 10.2.4Landscaping................................................................................................14 10.2.5Parking........................................................................................................14 10.2.6County Approval of Preliminary Facilities Required.................................14 10.3Public Amenities and Access.......................................................................15 11INDEMNITY............................................................................................................15 11.1Indemnified Claims......................................................................................15 11.2The Developer’s Obligations.......................................................................15 11.2.1Scope...........................................................................................................15 11.2.2No Waiver of RCW 4.96.020 by the Developer.........................................15 11.2.3Cooperation.................................................................................................16 11.2.4Best Efforts to Obtain Release of the County.............................................16 11.2.5Claims against Both the County and the Developer...................................16 11.2.6The Developer is the Real Party in Interest................................................16 11.3The County’s Obligations............................................................................16 11.3.1Notice..........................................................................................................16 11.3.2Cooperation.................................................................................................17 11.3.3Consent to Counsel Selected by the Developer..........................................17 4 May 31, 2018 11.4Limitations...................................................................................................17 11.4.1No Indemnity for Claims Other than Indemnified Claims.........................17 11.4.2Claims Based on Comparative Fault...........................................................17 12GENERAL PROVISIONS.......................................................................................17 12.1Governing Law............................................................................................17 12.2Binding on Successors.................................................................................17 12.3Assignment...................................................................................................18 12.3.1Right to Transfer, Consent of the County Not Required............................18 12.3.2Obligations of the Developer and Transferee under this Agreement.........18 12.4Release of the Developer’s Liability by Assignment...................................18 12.4.1Transfer and Assumption of All Obligations Under this Agreement Required......................................................................................................18 12.4.2Results of Effective Assignment.................................................................18 12.4.3Effect of Partial Assignment.......................................................................18 12.5Recording as a Covenant Running with the Land........................................19 12.6Release as to Residential Development.......................................................19 12.7Severability..................................................................................................19 12.8Amendment..................................................................................................19 12.9Headings.......................................................................................................19 12.10Dispute Resolution.......................................................................................19 12.11Default and Remedies..................................................................................20 12.12No Third Party Beneficiaries.......................................................................20 12.13Construction.................................................................................................21 12.14Signature in Counterparts.............................................................................21 12.15Notice...........................................................................................................21 12.16Estoppel Certificates....................................................................................21 12.17Cooperation..................................................................................................22 12.18Voluntary Undertaking................................................................................22 12.19No Waiver....................................................................................................22 12.20No Private CCR Enforcement by the County..............................................22 12.21Entire Agreement.........................................................................................22 12.22No Assignment.............................................................................................23 13REPRESENTATIONS AND WARRANTIES.........................................................23 5 May 31, 2018 List of Attachments Exhibits: Exhibit 1 –Legal description of Pleasant Harbor Marina and Golf Resort, LLP Property and Pleasant Harbor Marina, LLC Property Exhibit 2 –Master Plan Map of the Property Exhibit 3–Pleasant Harbor Marina and Golf MPR Land Use Map (recordable version of Comprehensive Plan map) Exhibit 4–Phasing Plans Appendices: Appendix A –MPR zoning chapter, Title 17 and 18 as amended Appendix B –Stormwater Management Requirements, Chapter 18.30.070 JCC Appendix C –Critical Area Requirements, Chapter 18.22 JCC Appendix D –Land Division Requirements, Chapter 18.35 JCC Appendix E–Land Use Application Procedures Requirements, Chapter 18.40 JCC Appendix F–Shoreline Master Program Requirements, Chapter18.25 JCC Appendix G –Additional development standards, Chapters 12.05, 12.10, and 18.30 JCC Appendix H –Water System Plan Appendix I –Wastewater Treatment Plan Appendix J –Memoranda of Understanding: 1. Schools Mitigation 2. Fire/EMS Mitigation 3. Law Enforcement Mitigation 4. Transportation Mitigation 5. Health Care Services Mitigation 6. Housing Mitigation 7. Parks and Recreation Mitigation Appendix K–Ordinance 01-0128-08 Appendix L –Vegetation Management Plan AppendixM–Conservation Easements AppendixN–Water Quality Monitoring Plan, including Amendment 1 AppendixO–Neighborhood Water Supply Program AppendixP–Wildlife Management Plan, including Amendment 1 AppendixQ–Cultural Resources Management Plan AppendixR–Tunicate Monitoring Agreement AppendixS–International Dark Sky AppendixT–LEED Narrative 6 DEVELOPMENT AGREEMENT This DEVELOPMENT AGREEMENT (“this Agreement”) is entered into this _____day of________, 2018, by and between PLEASANT HARBOR MARINA AND GOLF RESORT, LLP, a Washingtonlimited liability partnership(referred to as“the Developer”) and JEFFERSON COUNTY(the “County”), a municipal corporation under the laws of the State of Washington, pursuant to RCW 36.70B.170-.210. 1RECITALS. WHEREAS, the Developeris the owner ofreal property consisting of approximately 237.88acres located within theCounty which propertyis described with particularity in Exhibit 1(the“Property”). WHEREAS, the County approved the Developer’s application to designate the Propertyas a master planned resortpursuant to RCW 36.70A.360 in the County Comprehensive Plan to allowfor resort-related development including, but not limited to, a golf course and other on-site indoor and outdoor recreational amenities, conference center, resort-related commercial uses, long-term and short-term residential unitsnot to exceed 890 units, and open space(“the Pleasant Harbor MPR”). WHEREAS, buildout of the Propertyis expected to occur over the next tento twenty-fiveyears and the Developer, the County, and members of the public at large will invest considerable time in the County permit and review process for the future buildout of the Property. WHEREAS, the Washington State Legislature enacted RCW 36.70B.170-.210to strengthen the land use planning process and reduce the costs of developmentby authorizing the County to enter into anagreement with a landowner regarding the development of its real property located within the County’s jurisdiction. WHEREAS, the County hasdetermined that this Agreement will facilitate orderly buildout of the Propertywithin the Pleasant Harbor MPR and will further promotegrowth management and planning objectives of the Countyby providing certainty over time with respect to permitted densities, uses, infrastructure, development standards and other aspects of the development review process. WHEREAS, the Parties to this Agreement acknowledge the Zoning Ordinance for the Pleasant Harbor MPR is in conformance with the standards set forth in the Countywide Planning Policies and the Jefferson County Comprehensive Plan and is consistent with the goals and requirements of the Growth Management Act, Chapter 36.70ARCWand Jefferson County Ordinance 01-0128-08. WHEREAS, this Agreement constitutes a final land use action pursuant to RCW 36.70C.020. 1 NOW THEREFORE , in consideration of the promises, covenants, and provisions set forth in this Agreement, the receipt and adequacy of which consideration is acknowledged, the parties agree as follows: 2EFFECTIVE DATE, TERMAND BUILD-OUT PERIOD. 2.1Effective Date. The effective date shall be the date of the adoption of a resolution by theJefferson County Board of Commissioners(“Board of Commissioners”)approving this Agreementas required by RCW 36.70B.200. 2.2Term. The term of this Agreement shall be from the effective date to forty-five (45) years after the effective date or five (5) years after the end of the build-out perioddescribedin Section 2.3, whichever is sooner 2.3Build-Out Period. The build-out period for purposes of RCW 36.70B.180 shall betwenty-five (25) years from the effective date or fiveyearsafter the completion of all the phases described in Section 10, whichever is later. 2.4Modification. This Agreement may be modified, extended or terminated upon theexpresswritten agreement of the Developerand the County. 2.5Exhibits and Appendices. Exhibits 1through 4and Appendices Athrough Tare incorporated herein by this reference as if fully set forth. In the event of any conflict or inconsistency between the Exhibits and Appendices and the main body of this Agreement, the main body of this Agreement shall control. 3THE PROPERTYAND THE MASTER PLAN. 3.1The Property Description. The Property covered by this Agreement consists of approximately 237.88 acres and is described with particularity in Exhibit 1. 3.2The Master Plan Components. For the purposes of this Agreement, the Master Plan for future development of the Pleasant Harbor MPR consists of the development regulations adopted by the Board of County Commissioners, the conditions and requirements of Ordinance 01-0128-08, the Final 2 Environmental Impact Statement, theFinal Supplemental Impact Statement, and this Agreement, inclusive of a Phasing Plan and Master Plan Map of the Property. 4NATIVE AMERICAN TREATY RIGHTS. 4.1Protectionof Native American Treaty Rights. 4.1.1Protectionof Fishing Rights. The Pleasant Harbor MPRislocated between two public beacheslocatedat the mouthsof the Duckabush and the Dosewallips Rivers which provide both commercial and ceremonial/subsistence harvest opportunities to Native American tribes(“tribes”)with usual and accustomedfishing rights in the area. To protect water quality the Developer shall construct the Pleasant HarborMPR in accord with theStormwater Management requirements attached as Appendix B, Shoreline Master Program attached asAppendix F and Wastewater Treatment Planattached as Appendix I.The Developer will operate the Pleasant HarborMPR in accord with the Water Quality Monitoring Plan attached as Appendix Nand the Neighborhood Water Supply Programattached as Appendix O. The Propertysits atop a bluff above these two public beaches. Further, though located between these two public beaches, access to the public beaches on the trail from the Propertyhas been curtailed and will continue to be curtailed permanently. 4.1.2Protectionof Hunting Rights. ThePort Gamble S’Klallam Tribe(“PGST”)hasexpressed concern that Elk hunted by the PGSTin areas outside of the Propertycould be attracted to the Pleasant Harbor MPRonce it is built out. The Developer shall implement the adaptive management measures set forth in theWildlife Management Plan attached as Appendix Pto mitigate against this concern. 4.2Preservation of Native American Treaty Rights. The parties respect the tribal treatyrights and have modified the project and imposed mitigation measures designed, inpart, to protect and preserve thoserights. Nothing in this Agreement should be viewed as an attempt to curtailor expand the rights reservedto tribes under their treaties with the United States, including but not limited to the Point No Point Treaty. The Developer will continue to cooperate with tribes to protect tribal treaty rights. 5RECOGNITION OF AREAS WITH CULTURAL SIGNIFICANCE. The parties and the tribes discussedthe importance of kettles on the Property to the PGST’s cultural history. The PGST has applied for including of any Traditional Cultural Propertieson the National Register of Historic Placesas of the date of this Agreement.If, prior to 3 Developer applying for a grading or building permit for the Pleasant Harbor MPR, the PGSTapplies for and receives a recommendation from the State Advisory Council on Historic Preservation that either Kettle B or C is eligible for listing in the National Register of Historic Places, the Developer shall: (A)Preserve either Kettle B or C by preventing the selected kettle from being used for any stormwater storage; and, (B)Consult with the PGST to arrive at a kettle management plan where the PGST wouldenhance the selected kettle by removing invasive vegetation and planting it with native vegetation found at the time of its use by native people, and to develop and install an educational signsthat explainthe significance of the kettles to native people. This provision does not restrict or otherwise prevent Developer from exercising its right to object to any application that kettles are culturally significant. 6PROTECTION OFWATER QUALITY OUTSIDE OF THE PROPERTY 6.1Recognition of Significant Nearby Natural Resources. The Developer recognizes the importance of Hood Canal as a source of recreation and fishing.Protecting water quality in Hood Canal is just as important to the success of the Pleasant HarborMPR as it is to those who use Hood Canalfor recreation and subsistence. 6.2Developer’s Agreement to Address Impacts of the Pleasant Harbor MPRon Nearby Natural Resources. The Developer agrees to address demonstrated impacts of the Pleasant Harbor MPRto water quality both on-site and off-site.The Developer will construct the Pleasant Harbor MPR in accord with theStormwater Management requirements attached as Appendix B, Shoreline Master Program attached as Appendix Fand Wastewater TreatmentPlan attached as Appendix I. The Developer will operate the Pleasant HarborMPR in accord with theWater Quality Monitoring Plan attached as Appendix Nand the Neighborhood Water Supply Programattached as Appendix O. 7RESERVATION OF POLICE POWER OF THE COUNTY 7.1Police Power. The Developer understands and agrees that pursuant to RCW 36.70B.170(4), theexecution of a development agreement is a proper exercise of the County’s police power. 7.2Reservation of County Authority. The Developer understands and agrees that pursuant to RCW 36.70B.170(4)and JCC 18.40.840(3)(d), this Agreement reserves the County’sauthority to impose new or different regulations to the extent required by a serious threat to public health and safety. 4 8DEVELOPMENT STANDARDS. 8.1Permitted Uses andDensity Standards; Zoning. TheMaster Plan,permitted land uses,and development regulationsfor development within the Propertyare set forth in chapter 17.60of theJefferson County Code, attached as Appendix A.Development of the Propertyshall not exceed 890 residential units,56,608 square feet of commercial spaceand indoor and outdoor recreational spaces when completed at full build out. 8.2Planning Goals and Objectives. The planning goals adopted by the County in the Comprehensive Planas of the date of recording this Agreementshall be the policy guidance and the foundation for all future development of the Pleasant Harbor MPR. 8.3Stormwater Standards. 8.3.1Stormwater Subject to Best Management Practices and the County’s Stormwater Management Requirements. In all future development within the Pleasant Harbor MPR the Developer shall utilize best management practices (“BMP”) and be subject to the County Stormwater Management requirements, JCC 18.30.070. A copy of JCC 18.30.070is attached in Appendix B. 8.3.2Stormwater Management in Public Roads, Rights-of-Way and Easements. The County shall be responsible for the management of stormwaterrunoffin all public roads,rights-of-way, and easementswithin the Pleasant Harbor MPR that have been accepted by the County for maintenance orother areaswithin the Pleasant HarborMPR dedicated to the County.The Developer shall be responsible for the management of stormwater runoff in all other public areas withinthe Pleasant Harbor MPR as may be necessary to control stormwater runoff as required by Ordinance 01-0128-08, Condition 63(q). 8.3.3Stormwater Management in Private Rights-of-Ways The Developer shall be responsible for the management of stormwater runoff in all private rights-of-ways and other non-public areas such as parking lots or drainage easements, as may be necessary to control stormwater runoffas required by Ordinance 01-0128-08, Condition 63(q). 8.4Critical Area Standards Critical areas and their associated buffers, as well as allowed uses within thecritical areas of the Pleasant Harbor MPR shall be determined based upon the Jefferson the County Critical Area requirements, Chapter 18.22 JCC. A copy of Chapter 18.22 JCCis attached in Appendix C. 5 8.5Land Division Standards Platting within the Pleasant Harbor MPRshall be pursuant to RCW 58.17 and the County Land Divisionrequirements,Chapter 18.35JCC,and within the time frames adopted by theCounty pursuant to the 1995 Regulatory Reform Legislation, ESHB 1724 (ch. 347, Laws of 1995), as codified in Permit Application and Review Procedures/SEPA Implementation,Chapter 18.40 JCC, and vested in accordance with RCW 36.70B.180.A copy of Chapter 18.35 JCC and isattached in Appendix Danda copy of Chapter 18.40 JCCis attached in Appendix E. 8.6Shoreline Master Program All future development within the Pleasant Harbor MPR shall be subject to the County Shoreline Master Program, Chapter 18.25 JCC. A copy of the applicable Shoreline Master Programrequirementsare attached as Appendix F. 8.7Additional Development Standards. Additional Development Standards as identified in Chapters 12.05, 12.10,and 18.30 JCC shall also apply to the extent they do not conflict with the terms of this Agreement. A copy of Chapters 12.05, 12.10, and 18.30 JCCare attached in Appendix G. 8.8Compliance with Ordinance 01-0128-08. As conditions to designating the Propertyas a master planned resort per Ordinance 01- 0128-08, the County requires the Developer implement the following requirements: 8.8.1Condition 63(e). The Developershall advertise and give written notice at libraries and post offices in East Jefferson County and recruit locally to fill opportunities for contracting and employment, and will prefer local applicants provided they are qualified, available, and competitive in terms of pricing. 8.8.2Condition 63(f). The Developer shall prioritize the sourcing of materials from within Jefferson County to develop the Pleasant Harbor MPR. Nothing in this Section8.8.2shall require that developer utilize materials or labor from within Jefferson County that are not of comparable price or quality to their counterparts outside of Jefferson County. 8.8.3Condition 63(k). The Developer prepared aCultural Resources Management Plan to assure archaeological investigations and systematic monitoring of the subject property prior to issuing permits; and during construction to maintain site integrity, provide procedures regarding future ground disturbing activity, assure traditional tribal access to cultural properties and 6 activities, and to provide for community education opportunities.Developer shall implementtheCultural Resources Management Planattached in AppendixQ. 8.8.4Condition 63(l). Developer prepared aWildlife Management Plan focused on non-lethal strategies developed in the public interestandin consultation with the State of Washington Department of Fish and Wildlife (“WDFW”) and local tribes, to prevent diminishment of tribal wildlife resources cited in the Brinnon Sub-Area Plan (e.g., deer, elk, cougar, waterfowl, osprey, eagles, and bear), to reduce the potential for vehicle collisions on U.S. Hwy 101, to reduce the conflicts resulting from wildlife foraging on high-value landscaping and attraction to fresh water sources, to reduce the dangers to predators attracted to the area by prey or habitat, and to reduce any danger to humans.Developer shall implement the Wildlife Management Plan attached in Appendix P,modified by Amendment 1 attached thereto. 8.8.5Condition 63(p). The Developer shall provide access to the water system by any neighboring parcels if salt water intrusion becomes an issue for neighboring wells on Black Pointwhere it is proven that the Developer draw down of potable water has caused thesalt water intrusion,and reserve areas for additional recharge wells will be included in case wells fail, are periodically inoperable, or cause mounding. A Neighborhood Water Policy Plan is attached in AppendixO.The Developer will implementthe Neighborhood Water Policy Plan. 8.8.6Condition 63(r). The Developer prepared a comprehensive Water Quality Monitoring Plan specific to Pleasant Harbor requiring water collection,testing andan adaptive management program. The monitoring plan shall be funded by a yearly reserve, paid for by the Developer and will include regular offsite sampling of pollution, discharge, and/or contaminant loading, in addition to any onsitemonitoring regime. The Developer will implementthe Water Quality Monitoring Plan attached in Appendix N,modified by Amendment 1 attached thereto. 8.8.7Condition 63(s). To ensure that natural greenbelts and buffers are maintained and protected, a conservation easement attached in Appendix Mwill be recorded within 15 days of the effective date of this Agreement. The Developer will implementthe Vegetation Management Planattached in Appendix L.The Developer shall, prior to site disturbance, record a conservation easement protecting any wetlands and their respective buffers identified or created on the Property. 7 8.8.8Condition 63(t). The Developer shallconduct ongoing monitoring and maintain an inventory regarding Tunicates and other invasive species. A Tunicate Agreement is attached in Appendix R. The Developer will implementthe Tunicate Agreement. 8.8.9Condition 63(x). The Developer shall use the LEED Shadowing (Leadership in Energy and Environmental Design) and “Green Built”green building rating system standards. These standards, applicable to commercial and residential dwellings respectively, “promote design and construction practices that increase profitability while reducing the negative environmental impacts of buildings and improving occupant health and well-being.”A Narrative Demonstrating Compliance with the Intent of LEED Standards is attached in Appendix T. The Developer will implementLEED Shadowing Standards, but is not required to register with LEED or obtain LEED certificates or approvals. 8.8.10Condition 63(z). The Developer shall use the International Dark Sky Association(“IDA”) Zone E-standards for the MPR. These standards are recommended for “areas with intrinsically dark landscapes”such as national parks, areas of outstanding natural beauty, or residential areas where inhabitants have expressed a desire that alllight trespass be limited.Dark Sky and Energy Star Approved High Efficiency Lighting Standards is attached in Appendix S.The Developer will implementthe Dark Sky and Energy Star Approved High Efficiency Lighting Standards. 8.9The Pleasant Harbor MPRWater Service. Water main extensions and potable water system improvementsfor potable water service that may be required to serve the Pleasant Harbor MPR shall be installed in conformance with the most current approved specifications and requirementsas determined by the Washington State Department of Healthand shall comply withthe Coordinated Water System Plan (“CWSP”)and all other applicable laws, ordinances, rules and regulations.A copy of the applicable CWSP is attached in Appendix H. 8.10The Pleasant Harbor MPR Wastewater Treatment Plan. Sanitary and on-site sewer and future sewer system improvements as required to serve the Developers Property shall be installed in conformancewith the most current approved specifications and requirements of the Washington State Department of Health, Washington State Department of Ecologyandthe CountyDepartment ofPublic Health and all other applicable laws, ordinances, rules and regulations. 8.11Memorandaof Understanding. As a condition to designating the Propertyas a master planned resort, the County required that the Developernegotiate memoranda of understanding or memoranda of agreement to 8 provide needed support forlaw enforcement services,the Brinnon schools,Fire District No. 4and emergency medical services to mitigate for the potential impacts associated with development of the Pleasant Harbor MPR. RCW 36.70A.360(4)(e) provides that a master planned resort is authorized only if on-site and off-site infrastructure and impacts are fully considered and mitigated. In part, the memoranda of understanding (“MOUs”)are written to address this requirement. The partiessecured the following MOUs: 8.11.1School Services Mitigation. School services to the Pleasant Harbor MPRare provided by the BrinnonSchool District. Mitigation for school services associated with development of the Pleasant Harbor MPR, if any, shall be implementedby the Developer as set forth in the MOU attached as Appendix J-1. 8.11.2Fire and EMS Services Mitigation. Jefferson County Fire District No. 4 will provide Fire and EMS services within the Pleasant Harbor MPR. Mitigation for Fire and EMS services associated with development of the Pleasant Harbor MPR, if any, shall be implementedby the Developer as set forth in the in the MOU attached as Appendix J-2. 8.11.3Law EnforcementServices Mitigation. The County will provide law enforcement services within the Pleasant Harbor MPR. Mitigationfor law enforcement servicesassociated with development of the Pleasant Harbor MPRshall be implementedby the Developeras set forth in theMOU attached as Appendix J-3. 8.11.4Transportation Services Mitigation. Public transportation services to the Pleasant Harbor MPRare provided by Jefferson County Transit. Mitigation of transportation services associated with developmentof the Pleasant Harbor MPRshall be implementedby the Developer as set forth in thein the MOU attached as Appendix J-4. 8.11.5Healthcare Services Mitigation. Mitigation for health care services associated with developmentof the Pleasant Harbor MPRshall be implementedby the Developer as set forth in the MOU attached as Appendix J-5. 8.11.6Housing Mitigation. The Developer shall comply with Ordinance 01-0128-08, Condition 63(g) related to affordable housing. This will include but not be limited to the staff housingmitigation 9 associated with developmentof the Pleasant Harbor MPR, if any, which shall be implementedby the Developer as set forth in the MOU attached as AppendixJ-6. 8.11.7Parks and Recreation Mitigation. The County, the State and the United States provide areas for parks and recreation in the vicinity of the Property.Parks and Recreation mitigation associated with development of the Pleasant Harbor MPR shall be implementedby the Developer pursuant to applicable state and local law as set forth in the MOU attached as Appendix J-7. 8.11.8MOUs Satisfy Condition 63(c) of Ordinance No. 01-0128-08. The County agrees that theMOUslisted in this Section 8.11satisfy condition 63(c) of Ordinance No. 01-0128-08and adequately mitigate impacts for the proposed development of the Pleasant Harbor MPR. No additional mitigation will be required,except as provided in Section 9.2.4. 9STANDARDS FOR DEVELOPMENT AND OTHER MITIGATIONBY COUNTY. 9.1County Processing and Review. The review and approval of proposed development applications proposed by the Developer for the Propertyshall be pursuant to the Pleasant Harbor MPR Zoning Code (Appendix A) and the County’sPermit Application and Review Procedures/SEPA Implementation, Chapter 18.40 JCC, which is attached in Appendix E. 9.2SEPA Compliance. 9.2.1Environmental Impact Statement. The parties acknowledge that potential environmental impacts fromfuture development of the Pleasant Harbor MPR have been assessed and addressed in prior environmental documents. The prior reviews were published in the following documents: Draft Environmental Impact Statement for Pleasant Harbor Marinaand Golf Resort (September 5, 2007)(“DFEIS”); Pleasant Harbor Marina and Golf Resort, Final Environment Impact Statement (November 27, 2007)(“FEIS”); Pursuant to Condition 63(b)of Ordinance 01-0128-08, the County required a supplemental impact statement on the planned final configuration of the MPR, and the systems designed to address the conditions and environmental consequences of the MPR as identified in the FEIS (Chapter 5) and Conditions63(a)-(dd)in Ordinance 01-0128-08. 10 9.2.2Supplemental Environmental Impact Statement. The Supplemental Environmental Impact Statementwas published in the following documents: Draft Supplemental Environmental Impact Statement for Pleasant Harbor Marina and Golf Resort November 19, 2014(“DSEIS”); Pleasant Harbor Marina and Golf Resort, Final Supplemental Environment Impact Statement December 9, 2015(“FSEIS”). 9.2.3Substantial Compliance with Environmental Impact Statements and Supplemental Environmental Impact Statements Required. The FEIS,DSEISand FSEISare referred to collectively as the “Prior EISs.”Development shall substantially comply with the express mitigation measures imposed pursuant to the Prior EISs. 9.2.4Future SEPA Review for Individual Projects. The Prior EISs shall constitute compliance to the fullest extent possible under SEPA, as well as Condition 63(b)of Ordinance 01-0128-08,for all subsequent approvals or permits to develop the Pleasant Harbor MPR consistent with thisAgreement, including, but not limited to, plats, short plats, binding site plans, boundary line adjustments, development permits, grading permits and building permits. Except as provided in this Section9.2.4, no further environment impact statementsarerequired, and no additional substantive SEPA mitigation measures are required for approvals or permits that authorize development that is consistent with level and range of development analyzed in the Prior EISs. The County may require additional environmental analysisfor a new or modified proposal that materially exceeds the level and range of development reviewed in the Prior EISs. For any such new or modified proposal,relevant information from Prior EISs shall be used to the fullest extent possible in futureSEPA review. The scope of environmental review shall be limited to considering how or whether the proposal differs from or exceedsthe scope of the Prior EISs and if so, whether such modification results in potentially significant adverse environmental impacts that have not been adequately addressed in the Prior EISs. Nothing in this Section9.2.4shall release the Developeror its successors, successors in title, or assignees from complying fully with the terms of the Pleasant Harbor MPR Comprehensive Plan Amendment, Ordinance 01-0128-08 (Appendix K), specifically condition 63(b), which requires an automatic threshold determination of significance unless the SEPA Responsible Official determines that the proposal results in only minor construction. 11 9.3Vesting of Development Standards. 9.3.1Scope of Vesting. To the fullest extent allowed by RCW 36.70B.180, all development proposed on the Propertyshall be vested to and governed by theterms of this Development Agreement, the Pleasant Harbor MPR chapter of the Jefferson County ZoningCode, and the Unified Development Code, now codified at Title 18 of the Jefferson County Code including, but not limited to, those code standards attached to this Agreement effective on the date of this Agreement and attached as Appendices A-I). 9.3.2Vesting Period. The vesting period shall be the same as the build-out period in Section 2.3. Except as otherwise provided in Section 9.3,any new or different development standards adopted by the County during the term of this Agreement shall not apply to the Property. 9.3.3Default Standards and Requirements. To the extent this Agreement does not establish standards or requirements covering a subject, element or condition, then the development approval sought shall vest to and be governed by the County codes, regulations and standards in effect upon the date of complete application. The development standards identified in this Agreement shall apply to the Propertyfor the term of this Agreement, except:The Board of County Commissioners reservesthe authority to modify one or more of the standards or requirements of development for the Pleasant Harbor MPR during the term of the Agreement, to avoida serious threat to public health or safety, as provided in RCW 36.70B.170and JCC 18.40.840(3)(d). 9.3.4State and Federal Law. This Agreement does not relieve the Developerof any obligations to comply with state or federal laws or regulations of any kindincludingbut not limited to those laws or regulations related to Native American treaty rights,endangered species,or stormwater. 9.3.5Building Codes. Jefferson County Code Title 15, The International Building Code and International Fire Code in effect in the State of Washington as of the date of filing of a complete application for a building permit shall apply to all new development. 12 10PHASING. 10.1Phasing Plan. 10.1.1Phases Proposed. Pleasant Harbor MPRis a planned resort that is capable of being developed in independent and severable components or “phases.”Future development of the Pleasant Harbor MPR and all associated infrastructure, including roads and utilities, may be reviewed, permitted and constructed and/or bonded in phases or sub-phases.A phasing plan(consisting of three phases)for developmentof the Pleasant Harbor MPR(reviewed as part of the SEIS) is attached as Exhibit 4. Each phase may further be broken down into discrete sub-phases as conditions dictate, but each primary phased must be constructed in the order set forth below. 10.1.2Requirement of Adequate Infrastructure, Open Space, Recreational Facilities, Landscaping and Other Conditions Sufficient for Each Phase to Stand Alone. JCC 18.15.135 requires that if a master planned resort will be phased, each phase must contain adequate infrastructure, open space, recreational facilities, landscaping and all other conditions of the Pleasant Harbor MPRsufficientto stand alone if no subsequent phases are developed. The Developer will comply with JCC 18.15.135 and will complete or bond all necessary infrastructure to support a phase or sub-phase sufficient for each phase or sub-phase to stand alone, prior to obtaining approval for a subsequent phase. 10.1.3Phase 1. Phase 1a consists of site clearing and grading for golf course, road network, building footprints, and Kettle B. Commence road construction with services and begin implementation of the vegetation management plan. Create construction materials processing location on the golf course site. Phase 1b consists of construction of the LOSS drainfield (wastewater treatment plant back up system), water storage tank with distribution piping at Tee 5, transit stop, construct sanitary sewer pump stations, Sea View Villas (170 units), Golf Vistas (32 units) and utility district. 10.1.4Phase 2. Phase 2a consists of completion of the golf course and Half-way house (adjacent to fairway 5), develop the new, additionalwell, Kettle C: supplementary replacement to Kettle B, construct maintenance building and 52 units for staff quarters. Phase 2b consists of construction of the Golf Terrace Recreation Center and Conference center/spa (208 units). 13 10.1.5Phase 3. Phase 3a consists of construction of the Maritime Village building consisting of 66 units and 21,000 square feet of commercial. Construct Highway 101 and Black Point Road intersection improvements, reconstruct Black Point Road and construct new access road to WDFW boat launch. Phase 3b consists of construction of the Golf Terraces 2, 3, and 4 (330 units), construction of Sea View Villas (14 units) and Golf Vistas (16 units). Complete utility district for the resort. 10.2Preliminary Facilities. In addition to the facilities specifically described in Section 10.1each Phase must design adequate preliminary facilities to service the phase. Preliminary facilities are those preliminary facilities or improvements that must be approved and installed in concert with the development of each phase. The preliminary facilities include the following: 10.2.1Water System. A water system with sufficient water rights to serve the phaseor sub-phaseunder review and approval. 10.2.2Wastewater Treatment System. Asewer system with sufficient capacity to accommodate the waste discharge for the phase or sub-phaseunder review and approval. 10.2.3Road Network. A road network to accommodate the phaseor sub-phaseunder review and approval. 10.2.4Landscaping. Landscapingfor the phaseor sub-phaseunder review and approval. 10.2.5Parking. Associated parking for the phaseor sub-phaseunder review and approval. 10.2.6County Approval of Preliminary Facilities Required. The County’sapproval of a phaseor sub-phase, whether by preliminary plat or other process, shall require approval of preliminary facilities for the entire phase.The Developer may construct preliminary facilitiesfor each lot or tract in conjunction with development of that lot or tract. A final plat for a phase may be recorded by lot or tract provided all of the preliminary facilities necessary to serve the lot or tract are complete and the specific development requirements within each lot or tract are complete. 14 10.3Public Amenities and Access. Public amenities and access are those facilities and improvements that provide resort related activities and services. The Pleasant Harbor MPR shall, at a minimum, shall contain the following resort amenities(1) a9-hole golf course; (2) spa services; (3) sports courts; (4) pool; and (5) water slides. These amenities shall be completed consistent with completion of the phase in which the amenity is proposedandmade available to members of the general public for a fee to be established by the Developer. 11INDEMNITY. 11.1Indemnified Claims. The indemnified claims are: (a)Claims for costs, losses, damages or expenses as a result ofthe County’s approvalof this Agreementandthe Developer’s or the Developer’s contractors, agents or employees operations under this Agreement including, but not limited to, claims that this Agreement violates treaty rightsof tribes; (b)Claims based on the Developer’snegligence;and, (c)Claims based on the breach of any of the Developer’s obligations under this Agreement. As used in this Agreement the term “indemnified claim(s)”means the claims listed in this Section 11.1. 11.2The Developer’s Obligations. 11.2.1Scope. The Developer shall defend, indemnify and hold the County, and its elected officialsand employees harmless from and shall process and defend at its own expense, including all costs, attorney fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or indirectly, from anyindemnified claims. The County retains the right to provide additional counsel for the County’s defense at the County’s sole expense to assist counsel paid for by the Developer or to monitor any indemnified claim. 11.2.2No Waiver of RCW 4.96.020 by the Developer. TheDeveloper shall not attempt to waive the requirements of the filing of a pre-suit claim against the County under RCW 4.96.020. 15 11.2.3Cooperation. The Developer and County shall cooperate with each other in the defense of any indemnified claims.The Developershallnot file any pleadings or motionsor take any positionwith a court, government agency or hearing officerwithout first consulting with the County.Developer retains sole discretion to pursue defense of Indemnified Claims in any means it deems appropriate, but cannot take positions on behalf of the County without the County’s consent. 11.2.4Best Efforts to Obtain Release of the County. If the Developer settles any indemnified claim, the Developer will use its best efforts to obtain a release of the indemnified claim for the County, and its elected officialsand employees. 11.2.5Claims againstBoth the County and the Developer. The Developer wishes to avoid the expenses of a separate defense of both it and the County should any person assert an indemnified claim against both the Developer and the County. Accordingly, the Developeragrees to provide joint counsel to represent both the Developer and the County at the Developer’s sole expensewhen indemnified claims are made against both the County and the Developer.However, the County retains the right to substitute its own counsel in place of joint counsel at the County’s sole expense or to provide additional counsel at the County’s sole expense to assist counsel paid for by the Developer or to monitor any indemnified claim. 11.2.6The Developer is the Real Party in Interest. For any indemnified claim where the Developer is required to provide the County a defense pursuant to Section 11, the Developer shall make it clear that it is the real party in interest on any indemnified claims made against the County and that: (i) Any positions the Developer takes in defending the indemnified claims are the positions of the Developer and not the County; and, (ii) Any positions the Developer takes in defending the indemnified claims are not necessarily the positions the County would take if it were the real party in interest. 11.3The County’s Obligations. 11.3.1Notice. The County shall provide notice to the Developerof any indemnified claim it receives within fourteen days of receipt of such claim.For the avoidance of doubt,the notice required under this Section 11.1.3includes notice of any pre-suit claim presented tothe County under RCW 4.96.020. 16 11.3.2Cooperation. The County shall cooperate with the Developer in the defense of anyindemnified claims. The County shall not file any pleadings or motions or take any position with a court, government agency or hearing officer without first consulting with the Developer. 11.3.3Consent to Counsel Selected by the Developer. The County may consent to the representation by counsel selected by the Developer and provide appropriate waivers of conflicts of interest to counselselectedby the Developer. Provided, however, that if the County refuses to consent or to provide appropriate waivers of conflicts of interest, the Developer may suspend performance of the indemnity obligations under this Section 11. 11.4Limitations. 11.4.1No Indemnity for Claims Other than Indemnified Claims. Nothing in this Section 11shall require the Developer to indemnify, hold harmless,or defend the County from claims, demands or suits based on claims against the County that are not indemnified claims andare based solely upon the conduct of the County, its elected officials, employees and agents. 11.4.2Claims Based on Comparative Fault. If the claims or suits are caused by or result from the comparative faultof: (i) the Developer’s agents or employees; and, (ii) the County, its elected officials, employees and agents, this indemnity provision with respect to claims or suits based upon such comparative fault,thenthe claims shall be treated as claims against both the County and the Developer under Section 11.2.6untila final, enforceable judgment is entered. After a final, enforceable judgment is entered, theDeveloperand the County shall each be responsible for their shares of the final, enforceable judgment. 12GENERAL PROVISIONS. 12.1Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws and regulations of the State of Washington, as if applied to transactions entered into and to be performed wholly within the State of Washington between residents of the State of Washington. No party shall argue or assert thatany law other than Washington law applies to the governance or construction of this Agreement. 12.2Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the successors, successors in title and assigns of the Developerand uponthe County. 17 12.3Assignment. 12.3.1Right to Transfer, Consent of the CountyNot Required. The parties acknowledge that development of the Pleasant Harbor MPRmay involve sale and assignment of portions of the Propertyto other persons who will own, develop and/or occupy portions of the Propertyand buildings thereon. The Developershall have the right to assign or transfer all or any portion of the respective interests, rights or obligations under this Agreement or inthe Propertyto other parties acquiring an interest or estate in all or any portion of the Property, including transfer of all interests through foreclosure (judicial or non-judicial) or by deed in lieu of foreclosure, provided transferee agrees to assumeall obligations of the Developer under this Agreement. Consent by the County shall not be required for any transfer of rights pursuant to this Agreement. 12.3.2Obligations of the Developerand Transferee under this Agreement. Upon the transfer or assignment under this Section12.3and the transferee’sassumption of all obligations of the Developer under this Agreement, the transferee shall be entitled to all interests and rights and be subject to all obligations under this Agreement pertaining to the property transferred or assigned, and the Developershall be released of liability under this Agreement for the property transferred or assigned, but shall retain liability for any breach which occurred prior to the transfer of rights to another party and for those portions of the Property still owned bythe Developer. 12.4Release of the Developer’sLiabilityby Assignment. 12.4.1Transfer and Assumption of All Obligations Under this Agreement Required. The Developershall be released of all liabilities and obligations under the Agreement if: (a) TheDeveloperprovides notice to the County of an Assignment of the Agreement;and, (b) Thetransfereehas assumed in writing the all the obligations of this Agreement. 12.4.2Results of Effective Assignment. If the conditions for release are met under this sub-section, then from and after the date of transfer, the Developershall have no further liability or obligation under the Agreement, and the assignee shall exercise the rights and perform the obligations of the Developer under the Agreement for that portion of the Propertyacquired by the successor or assign. 12.4.3Effect of Partial Assignment. The parties acknowledge that the Developermay transfer or assign title to a portionof the Propertyin any manner consistent with this Agreement. Should the transfer or assignment 18 of title relate to only a portion of the Property, then the release of liability pursuant to this paragraph shall only apply to acts or omissions arising fromor related to the portion of the Propertybeing assigned or transferred. 12.5Recordingas a Covenant Running with the Land. This Agreement shallbe recorded with the County Auditor against the Propertyas a covenant running with the land andpursuant to RCW 36.70B.190shall be binding on the Developer, its successors, successors in title and assignsduring its Term.The parties agree that the appendices need not be recorded. 12.6Release as to Residential Development. Upon the approval of a finalplat, a condominium declaration or other approved land division in compliance with this Agreement that relates to residential development of the Property, then there shall be executedand recorded with theCounty Auditor a release from this Agreementwithrespect to that particular and specific parcel or parcels of real property that received final plat approval, filed a condominium declaration or was the subject of other approved land division.Residential development on the parcel or parcels released pursuant to this subsection shall continue to be subject to the requirements of the development regulations listed in Sections7and 8.1. 12.7Severability. If any provision of this Agreement is determined by a court of law to be unenforceable or invalid, then the remainder of the Agreement shall remain in full force and effect. Further, as to those provisionsheld by a court of law to be unenforceable, the parties shall confer and agree to amend the Agreement to implement the mutual intent of the parties to the maximum allowed by law. 12.8Amendment. This Agreement shall not be amended without the express written approval of the County and the Developer(or its successors, successor in title and assigns with respect to the property in which they have an interest). The Board of County Commissioners must approveall amendments to this Agreement by ordinance or resolution and only after notice to the public and a public hearing. 12.9Headings. The headings in this Agreement are inserted for reference only and shall not be construed to expand, limit or otherwise modify the terms and conditions of this Agreement. 12.10Dispute Resolution. In the event of any dispute relating to this Agreement, all parties upon the written request (to be titled “Notice of Dispute”)of any other party, shall meet within the five (5) business days to seek in good faith to resolve the dispute. The County shall send a department 19 director or the qualified lead planner and other persons with information relating to the dispute, and the Developershall send an owner’s representative and any consultant or other person with technical information or expertise related to the dispute. If the partiesare unable to reach amicable resolution of a dispute within thirty (30) days of the written Notice of Dispute issued by one of the parties, the parties agree that they will immediately identify a mediator and participate in mediation in good faith. The selected mediator shall have documented experience and expertise in Washington land use law. The parties agree to work cooperatively to select a mediator with land use and real estate experience. Each party will identify and propose to the other party three potential mediators. Between the proposed mediator lists, the parties will select a mutually agreeable mediator to resolve the dispute. The mediation shall be completed within 90days of the original written Notice of Dispute by one of the parties. If the parties are unable to reach a resolution following timely mediation, each party reserves the rightto seek resolution and pursue remedies available under this Agreement and at law. The parties agree that the cost of mediation pursuant to this paragraph shall be borne equally by the parties to this Agreement.The parties may agree in writing to extendany deadline or time frame listed in this Section 12.10. 12.11Default and Remedies. No party shall be in default under this Agreement unless it has failed to perform a material provision under this Agreement for a period of thirty (30) days after written notice of default from any other party. Each notice of default shall specify the nature of the alleged default and the manner in which the default may be cured satisfactorily. If the nature of the alleged default is such that it cannot be reasonably cured with the thirty (30) day period, then commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure. Any party not in default under this Agreement shall have all rights and remedies provided bylaw including without limitation damages, specific performance or writs to compel performance or require action consistent with this Agreement. In recognition of the possible assignment and sale of portions of the Property(see Section 12.3)any claimed default shall relate as specifically as possible to the portion of the Property involved and any remedy against any party shall be limited to the extent possible to the owners of such portion of remedies which do not adversely affect the rights, duties or obligations of any other non-defaulting owner of portions of the Propertyunder this Agreement. Each party to this Development Agreement shall be solely responsible for the costs they incur with respect to asserting or defending against any dispute, alleged default or civil lawsuit. 12.12No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their successors in title and assigns. No other person shall have any right of action based upon any provision of this Agreement. 20 12.13Construction. This Agreement has been reviewed and revised by legal counsel for all parties and no presumption or rule that ambiguity shall be construed against the party drafting the document shall apply to the interpretation or enforcement of this Agreement. 12.14Signature in Counterparts. Separate copies of this Agreement may be signed by each of the parties and this Agreement will have the same force and effect as if the original had been signed by all the parties. 12.15Notice. All communications, notices and demands of any kind which a party under this Agreement requires or desires to give to any other party shall be in writing deposited in the U.S. mail, certified mail postage prepaid, return receipt requested, and addressedas follows: To the County:Director Jefferson County Department of Community Development 621 Sheridan Street Port Townsend, WA 98368 cc:Board of County Commissioners P.O. Box 1220 Port Townsend, WA 98370 Prosecuting Attorney P.O. Box 1220 Port Townsend, WA 98370 ToPleasant Harbor Marina and Golf Resort, LLP and Pleasant Harbor Marina, LLC: c/o M. Garth Mann Statesman Group of Companies Ltd. 9300 E.Raintree Drive, Suite 100 Scottsdale, Arizona 85269 cc:John T. Cooke Houlihan Law th 100 N. 35St. Seattle, WA 98103 12.16Estoppel Certificates. Within 30 days following any written request that any party or a mortgagee may make from time to time, the other party shall execute and deliver to the requesting person a statement certifying that: (a) this Agreement is in full force and effect, and stating any formal 21 amendments to the Agreement; and, (b) to the best of the knowledge of the certifying party, no notice of default has been sent and no notice of violation of applicable laws has been issued regarding the project; and any other reasonably request information. Failure to provide a timely response to the requesting party shall be deemed conclusive evidence that the Agreement is unmodified and in full force and effect and that no notices of default or violation have been issued. Issuance of estoppel certificates is an administrative matter within the County. The County shall have no liability to the requesting party if it provides an estoppel certificate in good faith and with reasonable care. 12.17Cooperation. The parties shall not unreasonably withhold requests for information, approvals or consents provided for in this Agreement. The parties agree to take further actions and execute further documents, whether jointly or within their respective powers and authority, to implement the intent of this Agreement. 12.18Voluntary Undertaking. This Agreement is entered into voluntarily and without any coercion by or undue influence on the part of any person, firm or corporation. 12.19No Waiver. No waiver by any party of any term or condition of this Agreement shall be deemed or construed as a waiver of any other term or condition, or a waiver of any subsequent breach, whether of the same or a different provision of this Agreement. 12.20No Private CCR Enforcement by the County. The parties acknowledge and agree that nothing in this Agreement shall alter, infringe upon, modify, change, limit or restrict the ability or powers of the existing neighborhood, tract or subdivision property owner or lot owner associations from enforcing, interpreting and utilizing any and all covenants, conditions or restrictions that pre-exist this Agreement or covenants, conditions or restrictions recorded with the County Auditor after the effective date of this Agreement. The parties further acknowledge andagree that the County bears no responsibility for the enforcement, interpretation or resolution of any dispute, filing, grievance, complaint or appeal that might arise as a result of recorded covenants, conditions or restrictions relating to tracts, subdivisions, lots or parcels within the Pleasant Harbor MPR. 12.21Entire Agreement. This Development Agreement consists of the Resolution approving the Agreement, the Agreement, Exhibits 1-4, and Appendices A-T.This Agreement constitutes the entire agreement between the parties relating to this subject matter.There are no other agreements, oral or written, except as expressly set forth herein.Except as specifically 22 provided in this Agreement, this Agreementsupersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. 12.22No Assignment. The Developer represents, warrants and agrees that it has not assigned, transferred, conveyed, encumbered or in any manner otherwise disposed of all or any portion of the Propertyor any rights, obligations, or interests of any nature or kind whatsoever covered by this Agreement, whether before or after they occurred, regardless of whether they have occurred as of the date of this Agreement. 13REPRESENTATIONS AND WARRANTIES. Each of the parties represents and warrants that: (a) Eachis fully authorized to enter into this Agreement; (b) Eachhas taken all the necessary actions to duly approve the making and performance of this Agreement and that nofurther approval is necessary; (c) Eachhas read this Agreement in its entirety and knows the contents of this Agreement; (d) Theterms of this Agreement are contractual and not mere recitals; and, (e)Eachhave signed this Agreement having obtained the advice of legal counsel. (SIGNATURES FOLLOW ON NEXT PAGE) 23 Signatures JEFFERSON COUNTY Jefferson County Board of County Commissioners By_____________________________ Chair, Kathleen Kler Date: _____________________________ By_____________________________ Member, David Sullivan Date: _____________________________ By_____________________________ Member, Kate Dean Date: _____________________________ APPROVED AS TO FORM: Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney Date: __________________________ Patricia L. Charnas Director of Community Development Date: __________________________ 24 PLEASANT HARBOR MARINA AND GOLF RESORT, LLP By:_____________________________ M. Garth Mann Its:Manager Date: _____________________________ Acknowledgement STATE OF WASHINGTON) ) ss COUNTY OF __________________) On this _____ day of ___________________, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Melvin G. Mann, to me known to be the person who signed as manager of Pleasant Harbor Marina and Golf Resort, LLP, the Washington limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said limited liability company for the uses and purposes therein mentioned, and on oath stated that he was duly elected, qualified and acting as said officer of the limited liability company and that he was authorized to execute said instrument. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. Dated this _____day of __________________, 2017. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at . My Appointment Expires: 25 Exhibit1 (LEGAL DESCRIPTION–CONTAINED ON THE FOLLOWING PAGES) The Pleasant Harbor Master Plan Resort at Black Point shall consist of the properties described below, excluding only that potion of any parcel lying westerly of US 101, and together with leased tidelands supporting the Pleasant Harbor Marina; all as illustrated at Figure 1-5, page 1-4 of the Brinnon Master Planned Resort FEIS issued November 27, 2008. Parcel A APN 502153002 The Northeast ¼ of the Southwest ¼ of Section 15, Township 25 North, Range 2 West, W.M., in Jefferson County, Washington; Together with a perpetual non-exclusive easement for road and utility purposes through, across and over the following described property: Beginning at the Southeast corner of the Southwest ¼ of the Northwest ¼ of said Section 15; thence run West, along the South line of said Southwest ¼ of the Northwest ¼, approximately 175 feet to the Southerly line of Black Point County Road; thence Northeasterly, along said Southerly line, to a point 30 feet North of said South line when measured at right angles; thence East, parallel to said South line, to the East line of said Southwest ¼ of the Northwest ¼; thence South 30 feet to the point of beginning; And over and across the West 30 feet of the South 30 feet of Government Lot 4 in said Section 15. Situate in the County of Jefferson, State of Washington. Parcel B APN 502153003 The East ½ of the Northwest ¼ of the Southwest ¼ of Section 15, Township 25 North, Range 2 West, W.M., in Jefferson County, Washington; Except that portion thereof, lying within a strip of land conveyed tothe State of Washington, for State Road No. 9, Duckabush River-North Section , by deed dated August 28, 1933, and recorded under Auditor’s File No. 70817, records of Jefferson County, Washington. Situate in the County of Jefferson, State of Washington. 26 Parcel C APN 502153023 Those portions of Sections 15 and 22, both in Township 25 North, Range 2 West, W.M., Jefferson County, Washington, described as follows: The Southwest ¼ of the Southeast ¼ and Government Lot 7 of said Section 15, and Government Lots 2 and 3 of said Section 22; Except those portions thereof lying East of the West line of the East 695.00 feet of said Southwest ¼ of the Southeast ¼, and East of the Southerly prolongation of said West line; Also Except that portion of the West 100.00 feet of said Government Lot 7, lying Southerly of the North 539.00 feet thereof. Together with tidelands of the second class, as conveyed by the State of Washington, situate in front of, adjacent to and abutting uponthe West ½ in width of said Government Lot 2, in said Section 22. Situate in the County of Jefferson, State of Washington. Parcel D APN 502154002 That portion of the Northwest ¼ of the Southeast ¼ of Section 15, Township 25 North, Range 2 West, W.M., lying Southerly of the Black Point Road as conveyed to Jefferson County by deed recorded under Auditor’s File No. 223427, records of said County; Except that portion described as follows: That portion of the Northwest ¼ of the Southeast ¼ of Section 15, Township 25 North, Range 2 West, W.M., described asfollows: Beginning at a point of intersection of the East line of the Northwest ¼ of the Southeast ¼ and the Southerly margin of the Black Point Road; thence South along the said East line, a distance of 300 feet; thence West 350 feet; thence North to thepoint of intersection with the Southerly margin of the Black Point Road; thence Easterly along said Southerly margin to the point of beginning. Situate in the County of Jefferson, State of Washington. Parcel E APN 502152005 That portion of the Southwest ¼of the Northwest ¼ of Section 15, Township 25 North, Range 2 West, W.M., described as follows: A strip of land 250 feet wide lying Easterly of and parallel to the Southeasterly right of way of State Highway 101; 27 Except the right of way for Black Point Road as conveyed to Jefferson County by deed recorded under Auditor’s File Nos. 223427 and 410399, records of Jefferson County, Washington. Also Excepting Therefrom the following tract: Beginning at the Southwest corner of Government Lot 3; thence North 8823’07”West 308.14 feet to the Southeasterly right of way of State Highway No. 101, and the true point of beginning; thence Southwesterly along said Highway, 117 feet, thence South 8823’07”East, to a point 175 feet West of the high tide line; thence Northeasterly to a point on the North line of the Southwest ¼ of the Northwest ¼, 100 feet West of said high tide line; thence North 8823’07”West to the true point of beginning of this exception. Situate in the County of Jefferson, State of Washington. Parcel F APN 502152014 Lot 1 of Watertouch Short Plat, as recorded in Volume 2 of Short Plats, pages 205 and 206, records of Jefferson County, Washington, being a portion of Section 15, Township 25 North, Range 2 West, W.M., Jefferson County, Washington. Situate in the County of Jefferson, State of Washington. Parcel G APN 502152015 Lot 2 of Watertouch Short Plat, as recorded in Volume 2 of Short Plats, pages 205 and 206, records of Jefferson County, Washington, being a portion of Section 15, Township 25 North, Range 2 West, W.M., Jefferson County, Washington. Situate in the County of Jefferson, State of Washington. Parcel H APN 502152016 Lot 3 of Watertouch Short Plat, as recorded in Volume 2 of Short Plats, pages 205 and 206, records of Jefferson County, Washington, being a portion of Section 15, Township 25 North, Range 2 West, W.M., Jefferson County, Washington. Situate in the County of Jefferson, State of Washington. Parcel I APN 502152013 Lot 1, Pleasant Harbor Marina Short Plat, as per plat recorded inVolume 2 of Short Plats, pages 221 to 223 and amended in Volume 3 of Short Plats, pages 8 to 10, records of Jefferson County, Washington, Except that portion of Lot 1 described as follows: 28 That portion of Government Lot 3 abutting second class tidelands in Section 15, Township 25 North, Range 2 West, W.M., Jefferson County, Washington, being more particularly described as follows: Commencing at the North ¼ corner of Section 15, Township 25 North, Range 2 West, W.M., Jefferson County, Washington; thence South 8813’42”East along the North line of said Section 15 for a distance of 364.50 feet to the point of beginning; thence continuing South 8813’42”East 238.76 feet to the line of mean high tide; thence South 6112’00”West along the line of mean high tide 34.78 feet; thence North 4041’54”West along the line of mean high tide 3.31 feet; thence South 6236’19”West along the line of mean high tide 26.83 feet; thence South 8754’36”West 166.65 feet; thence North 2121’05”West 43.00 feet to the point of beginning. And Also Excepting second class tidelands as conveyed by the State of Washington, in front of, adjacent to and abutting the above described excepted uplands. Situate in the County of Jefferson, State of Washington. Parcel J APN 502152012 Lot 2, Pleasant Harbor Marina Short Plat, as per plat recorded in Volume 2 of Short Plats, pages 221 through 223, and amended in Volume 3 of Short Plats, pages 8 through 10, records of Jefferson County, Washington. Together with second class tidelands, as conveyed by the State of Washington, situate in front of, adjacent to and abutting thereon. Situate in the County of Jefferson, State of Washington. Parcel K APN 502153020 Those portions of the Southwest ¼ of the Southeast ¼ of Section 15, and Government Lot 2 of Section 22, both in Township 25 North, Range 2 West, W.M., Jefferson County, Washington, described as follows: The East 345.00 feet of said Southwest ¼ of the Southeast ¼, as measured along the North line thereof; Togetherwith that portion of said Government Lot 2 lying East of the Southerly prolongation of the West line of said East 345.00 feet; Situate in the County of Jefferson, State of Washington. Parcel L APN 502153021 29 Those portions of the Southwest ¼ of the Southeast ¼ of Section 15, and Government Lot 2 of Section 22, both in Township 25 North, Range 2 West, W.M., Jefferson County, Washington, described as follows: The East 520.00 feet less the East 345.00 feet of said Southwest ¼ of the Southeast ¼, as measured along the North line thereof. Together with that portion of said Government Lot 2 lying East of the Southerly prolongation of the West line of said East 520.00 feet and the West of the Southerly prolongation of the East line of said East 345.00 feet. Situatein the County of Jefferson, State of Washington. Parcel M APN 502153022 Those portions of the Southwest ¼ of the Southeast ¼ of Section 15, and Government Lot 2 of Section 22, both in Township 25 North, Range 2 West, W.M., Jefferson County, Washington, described as follows: The East 695.00 feet less the East 520.00 feet of said Southwest ¼ of the Southeast ¼, as measured along the North line thereof. Together with that portion of said Government Lot 2 lying East of the Southerly prolongation of the West line of said East 695.00 feet and West of the Southerly prolongation of the East line of said East 520.00 feet. Situate in the County of Jefferson, State of Washington. 30 AMENDMENT 1 TO WILDLIFE MANAGEMENT PLAN This Wildlife Management Plan is amended as follows: (1)Delete the sentence on page 5, paragraph 2 that reads: “Elk migrate on a seasonal pattern and can be expected to be in the project vicinity during certain times of the year.” (2)Delete “and inhabit the site for short durations during the year” fromthe sentence on page 5, paragraph 2 that reads:“Elk could potentially wander onto Black Point and inhabit the site for short durations during the year.” (3)After the sentence on page 5, paragraph 2 that reads:“According to Bryan Murphie (wildlife biologist with WDFW), there are two unique herds in the area: Duckabush and the Dosewallips herds (personal communication, 2017).”add the following sentence: “the Point No Point Treaty Council’s census records show that at times the Duckabush herd hascontainedas many as 80 individuals.” (4)After the sentence on page 5 paragraph 2 that reads: “Both herds have the potential …,” add the following: “Some elk migrate seasonally. The Duckabush herd is resident year-round, and has not undergone a true migration since1993. Some individual elk are nomadic, and may travel up to 13 kilometers from one end of their range to the other. As a result, it is possible that most of the Duckabush heard would be in the vicinity of the MPR all year, posing the risk that elk will cross Highway 101 and visit the MPR.” (5) up on the MPR shall not be destroyed by the Developer, except where the animal poses a threat to human health or safety.” (6)Delete “because the site is adjacent to mapped elk crucial wintering range” from the sentence on page 7 that reads: “Elk have not been identified on the property but there is a potential for their presence because the site is adjacent to mapped elk crucial winteringrange (WDFW 2017).” (7)Delete the following to the sentence from page 7: “Therefore, another potential strategy to reduce elk and vehicular incidents is to install collars on elk that are linked to signs on Highway 101.” (8)Delete the following to the sentencefrom pages 7-8: “However, this strategy would not prevent elk from entering the project site and is not always aneffective strategy (personal communication with Fish and Wildlife Biologist at WSDOT 2017; personal communication with Wildlife Biologist at WDFW 2017).” (9)After the first sentence in the first full paragraph on page 8 that reads: “To help prevent elk and vehicle collisions, Statesman will install flashing signs that are associated with collared elk.” add the following: “A flashing sign shall be located on the East side of Highway 101 on both the North and the South sides of the Pleasant 31 Harbor MPR, in a precise locations determined by the Developer, after consultation with the Washington Department of Fish and Wildlife (WDFW).The Developer also will work with the WDFW to attach devices to area elk that would trigger the flashing signswhen the Elk approach them.The WDFW will determine how theflashing signswill interface with the elk movements, who will be responsible for capturing and collaring elk, who will replace collars when they wear out, and who will be responsible for maintenance of all the system components.The Developer will reimburse WDFW for installation of two flashing signs and provide reimbursement of up to $10,000 to WDFW for elk collars on the Duckabush herd and other system components for the program.” (10)Delete the following from the last sentence in the first full paragraph on page 8 as follows: “If more than four elk (which could be a herd) are observed accessing the property within a one year span,” so the sentence would read: “Statesman will employ the following strategies to remove and discourage elk from the site:” (11)Delete the all the language in the second bullet on page 8 as follows: “Once the property is developed and should there be more than four elk on the property at one time after the developer has determined that noise-deterrents, smell-deterrents and visual deterrents have proven ineffective, then the developer will install a fence as a last resort to discourage their presence for the benefit of the PGST and their hunting rights. The fence will only be installed on WDFWand WSDOT’s concurrence that installation of a fence will not pose a threat to human health and safety.” Replace it with the following: Nevertheless, the Developer shall construct an exclusion fence along the western border of the MPRSouth of Black Point Road, to exclude elk from the MPR. The Developer will be responsible for determining the precise location of the exclusion fence, but will consult with the WDFW and the Point No Point Treaty Council before constructing the exclusion fence. The exclusion fence shall be visible to Elk, (e.g., using survey tape or branches, or other like means) and shall be at least 8 feet in height. Fencing shall be either woven-wire or electric. Fencing shall be constructed before or concurrent with clearing the forestand developing greens, fairways, and lawns at the MPR.” (12) up on the MPR shall not be destroyed by the Developer, except where the animal poses a threat to human health or safety.” (13) that end up on the MPR shall not be destroyed by the Developer, except where the animal poses a threat to human health or safety.” (14)Add a new bullet in the “Bear” section on page 9 after the last two bullets in that Developer, except where the animal poses a threat to human health or safety.” 32 (15)Add a new fourth bullet to the end of the “Waterfowl” section on page 10 as except where the animal poses a threat to human health or safety.” (16)Delete “install a west oriented fence in any open areas where elk could find access to the 9 holes of golf course grasses. The Applicant will investigate if there is proven technology in types of grasses that are not attractive for elk grazing. In the case of elk, if more than four elk individuals are observed on the site in a 1-year period, Statesman will use alternative elk management strategies including scare tactics and fencing as described in the Wildlife Management Strategies section above” in the second paragraph in the “Summary and Recommendations” section on page 10 and replace it with the following: “the mitigation measures outlined above.” This Amendment 1 shall be attached to the Wildlife Management Plan. 33 AMENDMENT 1 TO WATER QUALITY MANAGEMENT PLAN This Water Quality Management Plan is amended as follows: (1) Section X. is renumbered as Section X.A and Section XI. is renumbered as Section X.B.; and, (2) A new Section X is added as follows: X. Actions to be Taken, if Sampling Results Show Increasing Concentrations in Water Quality Parameters A.Investigation. If sampling results show three consecutive increases in concentrations of any one of the water quality parameters sampled under this Agreement the Developer shall take steps to identify the cause of the increase. Under the direction of the JCWQ, the Developer shall take reasonable steps to investigate the cause of the increase in the water quality parameters, including but not limited to inspecting, sampling, or testing to determine the cause, nature and extent of the increase. JCWQ may require the Developer to provide a plan for investigation within the time determined by JCWQ as necessary to address the increasing concentrations in the water quality parameters. B.Remediation. Under the direction of the JCWQ, the Developer shall eliminate, or minimize any threat or potential threat to human health or the environment posed by increasing concentrations that are caused by the construction or operations of the Resort, including taking steps to eliminate, or modify the source to insure applicable groundwater quality standards are not exceeded. This Amendment 1 shall be attached to the Water Quality Management Plan. 34