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David W. Joh nson < djoh nson @co jefferson.wa.us >
Thursday, May 05, 2016 12:06 PM
Barbara Moore-Lewis
David W. Johnson
Pleasant Harbor Draft Development Agreement
Final Draft 20L4 7L 13 Development Agreement (JT_DWJ edits).docx
Attached
David Wayne Johnson - LEED AP - Neighborhood Development
Associate Planner - Port Ludlow Lead Planner
Department of Community Development
Jefferson County
360.379.4465
Mission: To preserve and enhance the quality of lfe in Jffirson County by promoting a vibrant economy,
sound communities and a healthy environment.
;fi Slvf PAPER - Pleose do not print this e-moil unless obsolutely necessory
All e-mail may be considered subject to the Publr:c Records Act and as such may be disclosed to a third-party requestor.
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DEVELOPMENT AGREEMENT BY AND BETWEEN
JEFFERSON COUNTY, WASHINGTON AND PLEASANT
HARBOR MARINA AND GOLF RESORT, LLP RELATING TO THE
DEVELOPMENT COMMONLY KNOWN AS THE
PLEASANT HARBOR MARINA AND GOLF
MASTER PLANNED RESORT
This DEVELOPMENT AGREEMENT ("Agreement") is entered into this _
day ol_,2014, by and between PLEASANT HARBOR MARINA AND GOLF
RESORT, LLP, a Washington limited liability partnership (refened to as "Developer")
and JEFFERSON COUNTY (the "County"), a municipal corporation under the laws of
the State of Washington, pursuant to RCW 36.708.170 -.210.
RECITALS
WHEREAS, Developer is the owner of real property consisting of approximately
256 acres located within Jefferson County which property is described with particularity
in Exhibit I ("Developer's Property").
WHERAS, the County approved Developer's application to designate
Developer's Property as a master planned resort pursuant to RCW 36.70A.360 in the
County Comprehensive Plan to allow for 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
units not to exceed 890 units, and open space ("Pleasant Harbor MPR").
WHEREAS, buildout of Developer's Property is expected to occur over the next
five to ten years depending upon market conditions and Developer, Jefferson County, and
members of the public at large will invest considerable time in the County permit and
review process for the future buildout of Developer's Property.
WHEREAS, the Washington State Legislature enacted RCW 36.108.170-.210 to
strengthen the land use planning process and reduce the costs of development by
authorizing the County to enter into a private agreement with a landowner regarding the
development of its real property located within the County's jurisdiction.
WHEREAS, the County has determined that this Agreement will facilitate
orderly buildout of Developer's Property within the Pleasant Harbor MPR and will
further promote groMh management and planning objectives of the County by providing
certainty over time with respect to permitted densities, uses, 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 (chapters 17.60-17.80- JCC) is in conformance with the
standards set forth in the Countywide Planning Policies and the Jefferson County
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Comprehensive Plan and is consistent with the goals and requirements of the Growth
Management Act.
WHEREAS, pursuant to RCW 36.708.200, this Agreement was the subject of a
fifteen (15) day comment period, which ran to 2014, and a heari ng was held
before the Jefferson County Board of County Commissioners on ,2014. The
BOCC authorized execution of this Agreement by Resolution No. adopted on
2014
WHEREAS, this Agreement constitutes a final land use action pursuant to RCW
36.70C.020.
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:
AGREEMENT
Section l. EFFECTIVE DATE AND TERM
1.1 Effective Date
The effective date shall be the date of the adoption of a resolution by the Jefferson
County Board of County Commissioners approving this Development Agreement.
1,2 Term
The term of this agreement shall be twenty (20) years from the effective date.
1.3 Modification
This Agreement may be modified, extended or terminated upon the written
agreement of Developer and the County.
Section 2. DEVELOPER'S PROPERTY
The property covered by this Agreement consists of approximately 256 acres and
is described with particularity in Exhibit I ("Developer's Property"). A map showing the
location of the proposed development on Developer's Property within the Pleasant
Harbor MPR that is the subject of this Development Agreement is attached as Exhibit 2.
Section 3. DEVELOPMENT STANDARDS
3.1 Permitted Uses and Density Standards; Zoning
The permitted land uses and development regulations for development within
Developer's Property are set forth in chapters 17.60 through 17.80 of the Jefferson
County Code, attached as Appendix A. Development of Developer's Property shall not
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exceed 890 residential units and 79,000 square feet of commercial space. Sixty-five (65)
percent oftotal residential units shall be reserved as short term rental units.
3,2 Planning Goals and Objectives
The planning goals adopted by Jefferson County in the Comprehensive Plan shall
be the policy guidance and the foundation for all future development of Pleasant Harbor
MPR.
3.3 Surface Water Standards
All future development within the Pleasant Harbor MPR shall be subject to the
Jefferson County Stormwater Management Code, JCC 18.30.070. A copy of the Code
section is attached in Appendix B. The County shall be responsible for the management
of surface water in all public road rights of way, easements accepted by the County for
maintenance and other areas dedicated to the public.
3.4 Critical Area Standards
Critical areas and their boundaries, as well as allowed uses within the critical
areas of the Brinnon MPR shall be determined based upon the Jefferson County Critical
Areas Code, Chapter 18.22 JCC. A copy of the Code section is attached in Appendix C.
3.5 Land Division Standards
Platting within Pleasant Harbor MPR shall be pursuant to RCW 58.17 and the
Jefferson County Land Division Code, Chapter 18.35 JCC, and within the time frames
adopted by Jefferson County 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. A copy of the Code sections are
attached in Appendix D (Chapter 18.35 JCC) and E (Chapter 18.40 JCC).
3.6 Shoreline Master Program
All future development within the Pleasant Harbor MPR shall be subject to the
Jefferson County Shoreline Master Program, Chapter 18.25 JCC, in effect as of the date
of this Agreement. A copy of the applicable Shoreline Master Program is attached as
Appendix F.
3.7 AdditionalDevelopmentStandards
Additional Development Standards as identified in Chapters 12.05, 12.10, and
18.30 JCC, as they exist as of the date of the adoption of this Agreement, shall also apply
to the extent they do not conflict with the terms of this Agreement. A copy of the
applicable Code sections are attached in Appendix G.
3.8 Pleasant Harbor MPR Water Service
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Water main extensions and potable water system improvements for 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 requirements, at the time
of installation, of the [water purveyor], the Jefferson County
Coordinated Water System Plan ("CWSP") and the Washington State Department of
Health and all other applicable laws, ordinances, rules and regulations. A copy of the
app licable CWSP is attached in Appendix H
3.9 Pleasant Harbor MPR Sewer Service
Sewer mains and sewer system improvements that may be required to serve
Developer's Property shall be installed in conformance with the most current, approved
specifications and requirements of the [purveyor] General Sewer
Plan, as approved by the Department of Ecology, and all other applicable laws,
ordinances, rules and regulations. A copy of the applicable Genera Sewer Plan is
attached in Appendix I.
3.10 Memorandums of Understanding
As a condition to designating Developer's Property as a master planned resort, the
County required that Developer negotiate memoranda of understanding or memoranda of
agreement to provide needed support for the Brinnon schools, fire district, and emergency
medical services to mitigate for the potential impacts associated with the Pleasant Harbor
MPR. Developer secured the following MOUs:
o Sheriff-Jefferson County shall provide law enforcement services within
the Pleasant Harbor MPR consistent with the Memorandum of
Understanding (MOU)attached as Appendix J-3
o Fire and EMS-Fire and EMS services within the Pleasant Harbor MPR
shall be provided by Jefferson County Fire District No. 4. Mitigation
associated with development of the Pleasant Harbor MPR, if any, shall be
determined and paid pursuant to applicable state and local law as set forth
in the MOU attached as Appendix J-2.
School-School services to the resort are provided by the Brinnon School
District. Mitigation associated with development of the Pleasant Harbor
MPR, if any, shall be determined and paid pursuant to applicable state and
local law as set forth in the MOU attached as Appendix J-l.
Transportation-Public transportation services to the resort are provided
by Jefferson County Transit. Mitigation associated with development of
the Pleasant Harbor MPR, if any, shall be determined and paid pursuant to
applicable state and local law as set forth in the MOU attached as
Appendix J-4.
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Healthcare - Mitigation associated with development of the Pleasant
Harbor MPR, if any, shall be determined and paid pursuant to applicable
state and local law as set forth in the MOU attached as Appendix J-5.
Housing - Mitigation associated with development of the Pleasant Harbor
MPR, if any, shall be determined and paid pursuant to applicable state and
local law as set forth in the MOU attached as Appendix J-6.
Local Employment and Construction Materials-Developer will advertise
and give written notice at libraries and post offices in East Jefferson
County and recruit locally to fill opportunities for contracting and
employment. Developer shall prioritize the sourcing of materials from
Jefferson County to develop the Pleasant Harbor MPR. Nothing in this
section shall require that developer utilize materials or labor from
Jefferson County that are not of comparable price or quality to their
counterparts outside of Jefferson County.
a The County agrees that the these MOUs satisfy condition 63(c) of County
Ordinance No. 0l-0128-08 and further agrees that Developer will not be
required to provide additional mitigation for these services (law
enforcement, fire and EMS, school, and transportation, health care,
housing) beyond the terms of the MOUs for development of the Pleasant
Harbor MPR except as provided in Section 4.2.2 of this Agreement.
Section 4.STANDARDS FOR DEYELOPMENT AND OTHER MITIGATION
BY COUNTY
4.1. County Processing and Review
The review and approval of proposed development applications proposed by
Developer for Developer's Property shall be pursuant to the Pleasant Harbor MPR
ZoningCode (Appendix A) and the County's Permit Application and Review
Procedures/SEPA Implementation, Chapter 18.40 JCC, which is attached in Appendix E.
4.2 SEPA Compliance
4.2.1. Prior EIS. The parties acknowledge that potential environmental
impacts from future 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 Marina and Golf
Resort (September 5, 2007);
Pleasant Harbor Marina and Golf Resort, Final Environment Impact Statement
(November 27,2007);
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Pursuant to Condition 63b 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 November 2007 FEIS (Chapter 5) and Condition 63 a-dd in Ordinance
01-0128-08. The SEIS was published in the following documents:
Draft Supplemental Environmental Impact Statement for Pleasant Harbor
Marina and Golf Resort ( dateJ;
Pleasant Harbor Marina and Golf Resort, Final Supplemental Environment
Impact Statement ( date ).
(the draft and final EIS and SEIS are referred to collectively as the "Prior EISs").
Development shall substantially comply with the express mitigation measures imposed
pursuant to the Prior EISs.
4.2.2 Future SEPA Review for Individual Proiects. The Prior EISs shall
constitute compliance to the fullest extent possible under SEPA, as well as Condition 63b
of Ordinance 0l-0128-08, for all subsequent approvals orpermits to develop the Pleasant
Harbor MPR consistent with this Agreement, including, but not limited to, plats, short
plats, binding site plans, development permits, grading permits and building permits.
Except as provided in this Section, no further SEPA review is required, 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 SEPA review for 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 future SEPA review. The scope of environmental
review shall be limited to considering how or whether the proposal differs from or
exceeds the scope of the Prior EISs and if so, whether such modification results in
potentially significant adverse environmental effects that have not been adequately
addressed in the Prior EISs.
Nothing in this Section shall release Developer or 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 B), 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.
4.3 Vesting of Development Standards and Mitigation
To the fullest extent allowed by law, all development proposed on Developer's
Property shall be vested to and governed by the terms of this Development Agreement,
the Pleasant Harbor MPR chapter of the Jefferson County Zoning, and the Unified
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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 (as defined in Section 3.1 and attached as Appendices A-I). This vesting
provision shall be applicable, without limitation, to all land use applications, permits,
uses and development that occur on the Developer's Property within the term of this
Development Agreement. The vesting period shall be the same as the term of this
Agreement. Except as otherwise provided in Section 4.3.1 through4.3.3 below any new
or different development standards adopted by the County during the term of this
Agreement shall not apply to Developer's Property. 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 Developer's Property
for the term of this Agreement, except:
4.3.1 Public health or safety requirements. The Board of County
Commissioners reserves the authority to modify one or more of the standards or
requirements of development for the Pleasant Harbor MPR during the term of the
Agreement, after notice, a public hearing and adoption of findings and conclusions, to the
extent required to avoid a serious threat to public health or safety, as provided in RCW
36.708.170.
4.3.2 State and Federal Law. This Agreement does not relieve
Developer of any obligations to comply with state or federal laws or regulations of any
kind, including but not limited to those related to endangered species or stormwater. The
Pleasant Harbor MPR shall not be vested against the application of development
standards imposed by virtue of federal or state pre-emption of the County's regulatory
authority.
4.3.3 Building 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.
Section 5. PHASING
5.1 Phasing Plan
Pleasant Harbor and Marina Resort is 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 subphases. A
phasing plan (consisting of four phases) for development of 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. Developer must complete or
bond all necessary infrastructure to support a phase or sub-phase prior to obtaining
approval for a subsequent phase.
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5.1.I Phase 1. Phase 1 consists of the construction of primary facilities
needed to service initial construction of the MPR including the large onsite septic system,
the first water storage tank and piping distribution system, construction of the State Route
101 intersection improvements, transit stop parking and relocated WDFW access road.
The Maritime Village Building consisting of 66 residential units and approximately
21,000 square feet of commercial space will also be constructed during Phase 1.
5.1.2 Phase 2. Phase 2 involves initial development of the central resort
facilities. Golf course construction will corlmence and the Golf Terrace and Conference
Center consisting of 191 residential units and 36,000 square feet of commercial space
will be constructed. Phase 2 also involves construction of the wastewater treatment plant,
development of a second water well, electric power infrastructure and construction of
stormwater facilities._A 52 unit building for staff quarters and maintenance will also be
constructed.
5.1.3 Phase 3. Phase 3 involves completing the golf course,
reconstructing Black Point Road, constructing the sanitary sewer pump stations and force
main, and constructing the majority of the residential units including$) Golf Terraces2,
3 and 4. Sea View Villas and Golf Terrace units. comprising 329 total units;+hi*y+ix
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5.1.4 Phase 4. Phase 4 completes buildout of the Pleasant Harbor MPR
with construction of 206 Sea View Villa residential units and 44 Golf Vista residential
units.
5.2 Preliminary Facilities
Preliminary facilities are those preliminary facilities or improvements that must
be approved and installed in concert with the development of each phase. The
preliminary faci I ities include the fo I I owing :
5.2.1 A water system with sufficient water rights to serve the phase
under review and approval.
5.2.2 A sewer system with sufficient capacity to accommodate the waste
discharge for the phase under review and approval.
5.2.3 A road network to accommodate the phase under review and
approval.
5.2.4 Landscaping for the phase under review and approval.
County approval of a phase, whether by preliminary plat or other process, shall
require approval of preliminary facilities for the entire phase. The Developer may
construct preliminary facilities for 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
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the preliminary facilities necessary to serve the lot or tract are complete and the specific
development requirements within each lot or tract are complete.
5.3 Public 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) an l8-hole golf course; (2) spa services;
(3) amphitheater; (4) pool; and (5) ropes course. These amenities shall be completed
consistent with completion of the phase in which the amenity is proposed and made
available to members of the general public for a fee to be established by Developer.
Section 6. GENERAL PROVISIONS
6.1 Governing Law
This Agreement shall be govemed by and interpreted in accordance with the laws
and regulations of the State of Washington.
6.2 Binding on Successors; Assignment; Release of Liability
6.2.1 Binding on Successors. This Agreement shall be binding upon and
inure to the benefit of the successors, successors in title and assigns of Developer and
upon the County.
6.2.2 Assigrrment. The parties acknowledge that development of
Pleasant Harbor MPR may involve sale and assignment of portions of Developer's
Property to other persons who will own, develop and/or occupy portions of Developer's
Property and buildings thereon. Developer shall have the right to assign or transfer all or
any portion of the respective interests, rights or obligations under this Agreement or in
Developer's Property to other parties acquiring an interest or estate in all or any portion
of Developer's Property, including transfer of all interests through foreclosure (udicial or
non-judicial) or by deed in lieu of foreclosure. Consent by the County shall not be
required for any transfer of rights pursuant to this Agreement.
Upon the transfer or assignment under this Section, where the transferee agrees to
assume obligations hereunder pertaining to the property transferred or assigned, 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 Developer
shall 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 by Developer.
6.2.3 Release of Liability. Developer shall be released of all liabilities
and obligations under the Agreement if: (a) Developer provides notice to the County of
an Assignment of the Agreement and (b) the assigned has assumed in writing the
obligations of the Agreement. If the conditions for release are met under this sub-section,
then from and after the date of transfer, Developer shall have no further liability or
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obligation under the Agreement, and the assignee shall exercise the rights and perform
the obligations of Developer under the Agreement for that portion of Developer's
Property acquired by the successor or assign. The parties acknowledge that Developer
may transfer or assign title to a portion of Developer's Property in any manner consistent
with this Agreement. Should the transfer or assignment of title relate to only a portion of
Developer's 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 Developer's Property
being assigned or transferred.
6.3 Recording; Release as to Residential Development
This Agreement shall be recorded with the Jefferson County Auditor against
Developer's Property as a covenant running with the land and shall be binding on
Developer, its successors, successors in title and assigns. 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 Developer's Property, then there
shall be executed and recorded with the Jefferson County Auditor a release from this
Agreement with respect to that particular and specific parcel or parcels of real property
that received f,rnal 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 Sections 3 (all) and 4.1 above.
6.4 Interpretation; Severability
6.4.1 Interpretation. The parties intend this Agreement to be interpreted
to the full extent authorized by law as an exercise of the County's authority to enter into
such agreements, and this Agreement shall be construed to reserve to the County only
that police power authority which is prohibited by law from being subject to a mutual
agreement with consideration. The parties acknowledge the County has police powers,
contracting authority and other powers granted by the Washington State Constitution and
by general law, including without limitation home rule charter authority, authority to
enter into interlocal agreements (see RCW Ch.39.34), statutory enabling legislation and
authority to adopt development regulations as part of annexations (see RCW
35A.14.330), and the Development Agreement Statute (see Ch. 347,1995 Wash. Laws,
Part V, $ 501-06).
6.4.2 Severability. 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 provisions held 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.
6.5 Authority
The County and Developer respectively represent and warrant that it has the
respective power and authority to execute this Agreement.
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6.6 Amendment
This Agreement shall not be amended without the express written approval of the
County and 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
approval all amendments to this Agreement by ordinance or resolution and only after
notice to the public and a public hearing.
6.7 Exhibits and Appendices
Exhibits 1 through 4 and Appendices A through O are 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.
6.8 Headings
The headings in this Agreement
construed to expand, limit or otherwise
Agreement.
are inserted for reference only and shall not be
modify the terms and conditions of this
6.9 Time of Essence
Time is of the essence of this Agreement in every provision hereof. Unless
otherwise set forth in this Agreement, the reference to "days" shall mean calendar days.
If any time for action occurs on a weekend or legal holiday, then the time period shall be
extended automatically to the next business day.
6.10 Integration
This Agreement represents the entire agreement of the parties with respect to the
subject matter hereof. There are no other agreements, oral or written, except as expressly
set forth herein.
6.11 DisputeResolution
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 director or the qualified lead planner and other persons with information
relating to the dispute, and Developer shall send an owner's representative and any
consultant or other person with technical information or expertise related to the dispute.
If the parties are 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
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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 90 days 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.
6,12 Default 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 Developer's Property (see Section 6.2.2) 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 Developer's Property under 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.
6.f3 No 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. Members of the general
public, including but not limited to those persons or entities purchasing residences or
condominiums from the Developer, shall not have any cause of action or enforceable
rights under this Agreement.
6.14 Construction
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.
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6.15 Notice
All communications, notices and demands of any kind which aparty 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:
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
To Pleasant Harbor Marina and Golf Resort, LLP and Pleasant Harbor Marina, LLC:
c/o M. Garth Mann
Statesman Group of Companies Ltd.
9300 D Raintree Drive, Suite 100
Scottsdale, Arizona 85269
cc John T. Cooke
Houlihan Law
3401 Evanston Ave.
Seattle, WA 98103
N. Suite C
6.16 Estoppel 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: 1) this Agreement is in full force and effect, and stating any
formal amendments to the Agreement;2) 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 ofestoppel 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.
6.17 Cooperation
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.
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6.18 Indemnification
Except as otherwise specifically provided elsewhere in this agreement and any
exhibits hereto, and to the fullest extent possible under the law, each party to this
Agreement shall protect, defend and indemnify and hold harmless the other party and its
officers, agents and employees, or any of them, from and against all claims, actions, suits,
liability, loss, costs, expenses and damages of any nature whatsoever, which are caused
by or result from any negligent act or omission of the party's own officers, agents, or
employees in performing services pursuant to this Agreement. If any suit based upon
such a claim, action, loss, liability, or damage is brought against any party or parties, the
party or parties whose negligent acts or omissions give rise to the claim shall defend all
parties at the party or parties' sole cost and expense, and if a final judgment is rendered
against the other party or parties or their officers, agents or employees or jointly the
parties and their respective off,rcers, agents or employees, the parties whose actions or
omissions give rise to the claim shall satisfu the same, provided that, in the event of
concurrent negligence, each party shall indemnifu and hold the other parties harmless
only to the extent of that party's negligence. This indemnification hereunder shall be for
the benefit of the County as a municipal entity and not for the benefit of the general
public. Under no circumstances will the County be responsible for costs, claims, losses,
damages or expenses associated with the existence or enforcement of any conditions,
covenants and restrictions recorded against the residential properties within the Pleasant
Harbor MPR.
6.19 No 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.
6,20 No Private CCR Enforcement by 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
Jefferson County Auditor after the effective date of this Agreement.
The parties further acknowledge and agree that Jefferson 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.
6.21 Entire Agreement
This Development Agreement consists of the Resolution approving the
agreement, the Agreement pp. 1-17, Exhibits l-4, and Attachments A-O.
t4
JEFFERSON COUNTY
Jefferson County Board of County
Commissioners
Chair. John Austin
15
Member. David Sullivan
Member. Phil Johnson
APPROVED AS TO FORM:
Prosecuting Attomey
Carl Smith
Director of Community Development
Attachments:
PLEASANT HARBOR MARINA AND
GOLF RESORT, LLP
Resort, LLP Property
(recordable version of
JCC
Code, Chapter 18.40 JCC
Chapter 18.25 JCC
Chapters 12.05,72.10, and 18.30 JCC
Appendix C
Appendix D
Appendix E-
Appendix F-
Critical Code,18.22 JCC
- Land Divir Code,18.35 JCC
Land
Appendix G -
Appendix H - Water Service Plan I SEIS]
Appendix I - Sewer Service Plan [from SEIS]
Appendix J - Memorandum of Understanding
l. Schools
2. Fire/EMS
3. PolicelPublic safety
4. Transportation
5. Health Care
6. Housing
t6
Its
STATE OF WASHINGTON
COUNTY OF
On this day of _,2014, 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 Washinglon limited
liability company that executed the within and foregoing instrument, and acknowledged
said instrument to be the free and voluntary act and deed limited liability company
for the uses and purposes therein mentioned, and on that he was duly elected,
)
)
)
SS
qualified and acting as said officer of the limited
authorized to execute said instrument.
and that he was
IN WITNESS WHEREOF I have hereunto and seal the day and year
first above written.
Dated this _ day of 14.
of Notary)
ARY in and for the State
ashington, residing at
Expires:
l7
(Signature ofNotary)
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 l-5, page 1-4 of the Brinnon Master Planned Resort FEIS issued
November 27,2008.
Parcel A APN 502153002
The Northeast % of the Southwest % 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 L/e of the Northwest % of said Section
15;
thence run West, along the South line of said Southwest % of the Northwest %,
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 Yo of the
Northwest %;
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 % of the Northwest % of the Southwest % 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.
1
EXHIBIT 1
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 % of the Southeast t/q and GovernmentLotT 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 % of the Southeast Yt, and East of the Southerly prolongation of said West
line;
Also Except that portion of the West 100.00 feet of said Govemment 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 upon the West % in width of said Government
Lot2, in said Section 22.
Situate in the County of Jefferson, State of Washington.
Parcel D APN 502154002
That portion of the Northwest % of the Southeast % 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 '/o of the Southeast % of Section 15, Township 25 North,
Range 2 West, W.M., described as follows:
Beginning at a point of intersection of the East line of the Northwest % of the Southeast
% 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 Yn of the Northwest % of Section 15, Township 25 North,
Range 2 West, W.M., described as follows:
2
A strip of land 250 feet wide lying Easterly of and parallel to the Southeasterly right of
way of State Highway 101 ;
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 88'23' 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,llT feet,
thence South 88o 23' 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 % of the Northwest %,
100 feet West of said high tide line;
thence North 88o 23' 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 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.
recorded
3
Lot 1, Pleasant Harbor Marina Short Plat, as pff 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 I described as follows:
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 Yc comer of Section 15, Township 25 North, Range 2 West,
W.M., Jefferson County, Washington;
thence South 88o 13' 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 88o 13' 42" East238-76 feet to the line of mean high tide;
thence South 6lo 12' 00" West along the line of mean high tide 34.78 feet;
thence North 40" 4l' 54" West along the line of mean high tide 3.31 feet;
thence South 62 36' 19" West along the line of mean high tide 26.83 feet;
thence South 87" 54'36" West 166.65 feet;
thence North 21" 2l' 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.
ParcelJ APN 502152012
Lot 2, Pleasant Harbor Marina Short Plat, as per plat recorded in Volum e 2 of Short Plats,
pages 221 through223, 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 % of the Southeast % of Section 15, and Govemment
Lot2 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 % of the Southeast %, as measured along the
North line thereof;
4
Parcel I APN 502152013
Together with that portion of said GovemmentLot}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
Those portions of the Southwest % of the Southeast % of Section 15, and Govemment
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 % of the Southeast %, 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 % of the Southeast % of Section 15, and Govemment
Lot2 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 % of the Southeast %, as
measured along the North line thereof.
Together with that portion of said GovernmentLot2lying 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
5