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HomeMy WebLinkAbout0665/1/2017 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 of________, 2017, by and between PLEASANT HARBOR MARINA AND GOLF RESORT, LLP, a Washington limited liability partnership (referred to as “Developer”) and JEFFERSON COUNTY (the “County”), a municipal corporation under the laws of the State of Washington, pursuant to RCW 36.70B.170 -.210. RECITALS WHEREAS, Developer is the owner of real property consisting of approximately 237.88 acres located within Jefferson County which property is described with particularity in Exhibit 1 (“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 ten to twenty years or as mutually agreed upon by the Developer and County in accordance with Section 6.6 of this Agreement 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 36.70B.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 growth 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 Comprehensive Plan and is consistent with the goals and requirements of the Growth Management Act. WHEREAS, pursuant to RCW 36.70B.200, this Agreement was the subject of a fifteen (15) day comment period, which ran to _________2017, and a hearing was held before the Jefferson County Board of County Commissioners on _________, 2017. The BOCC authorized execution of this Agreement by Resolution No. ______ adopted on ________, 2017. 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 1. EFFECTIVE DATE AND TERM 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. 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 237.88 acres and is described with particularity in Exhibit 1 ("Developer's Property"). A Master Plan 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 Permitted Uses and Density Standards; Zoning The Master Plan, 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 exceed 890 residential units and 56,608 square feet of commercial space when completed at full build out. 3.2 Planning Goals and Objectives The planning goals adopted by Jefferson County in the Comprehensive Plan as of the date of recording this Agreement 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 utilize best management practices (BMP) and be subject to the Jefferson County Stormwater Management requirements, 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- ways, easements accepted by the County for maintenance and other areas dedicated to the public. The Developer shall be responsible for the management of stormwater runoff in all private rights-of-ways and in other areas such as parking lots or drainage easements, as may be necessary to control stormwater runoff. (Bocc q) Stormwater discharge from the golf course shall meet requirements of zero discharge into Hood Canal. To the extent necessary to achieve the goal of designing and installing stormwater management infrastructures and techniques that allow no stormwater run-off into Hood Canal, Developer shall prepare a soil study of the soils present at the MPR location. Soils must be proven to be conducive to the intended infiltration either in their natural condition or after amendment. Marina discharge shall be treated by a system that reduces contamination to the greatest possible extent. 3.4 Critical 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 County Critical Area requirements, 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 requirements, 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 requirements are attached as Appendix F. 3.7 Additional Development Standards 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. As conditions to designating Developer’s Property as a master planned resort per Ordinance 01-0128-08, the County requires the Developer implement the following requirements: (Bocc e & f) Developer to 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. (Bocc k) A cultural 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 activities, and to provide for community education opportunities. A cultural resources management plan is attached in Appendix ____. (Bocc l) Wildlife Management Plan…. (not done) (Bocc p) Developer shall provide access to the water system by any neighboring parcels if salt water intrusion becomes an issue for neighboring wells on Black Point, 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 Appendx _______. (Bocc r) A County-based comprehensive water quality monitoring plan specific to Pleasant Harbor requiring at least monthly water collection and testing will be developed and approved in concert with an adaptive management program prior to any site-specific action, utilizing best available science and appropriate state agencies. The monitoring plan shall be funded by a yearly reserve, paid for by Developer, that will include regular offsite sampling of pollution, discharge, and/or contaminant loading, in addition to any onsie monitoring regime. A Water Quality Monitoring Plan is attached in Appendix _______. (Bocc s) To ensure that natural greenbelts and buffers are maintained and protected, a conservation easement has been recorded and attached in Appendix ______ and a vegetation management plan is attached in Appendix _____________. (Bocc t) The marina operations shall conduct ongoing monitoring and maintain an inventory regarding Tunicates and other invasive species. A Tunicate Agreement is attached in Appendix _______. (Bocc x) Developer shall use the LEED (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 _______. (Bocc z) 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 all light trespass be limited. A Dark Sky and Energy Star Approved High Efficiency Lighting Standards is attached in Appendix ______. 3.8 Pleasant Harbor MPR Water Service 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 as determined by the Washington State Department of Health and shall comply withthe Jefferson County 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. 3.9 Pleasant Harbor MPR Sewer Service Sanitary and on-site sewer and future sewer system improvements as required to serve Developers Property shall be installed in conformance with the most current approved specifications and requirements of the Washington State Department of Health, Washington State Department of Ecology and Jefferson County Public Health and all other applicable laws, ordinances, rules and regulations. 3.10 Memoranda 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 #4 and emergency medical services to mitigate for the potential impacts associated with the Pleasant Harbor MPR. Developer secured the following MOUs: 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. 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-1. 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. 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. (Bocc c) Parks and Recreation – (Philip is reviewing) Appendix J-7 The County agrees that the these MOUs satisfy condition 63(c) of County Ordinance No. 01-0128-08 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 AgreementSection 4. STANDARDS FOR DEVELOPMENT AND OTHER MITIGATION BY COUNTY 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 Zoning Code (Appendix A) and the County’s Permit Application and Review Procedures/SEPA Implementation, Chapter 18.40 JCC, which is attached in Appendix E. 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); 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 November 19, 2014; Pleasant Harbor Marina and Golf Resort, Final Supplemental Environment Impact Statement December 9, 2015. (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 Projects. The Prior EISs shall constitute compliance to the fullest extent possible under SEPA, as well as Condition 63b of Ordinance 01-0128-08, for all subsequent approvals or permits to develop the Pleasant Harbor MPR consistent with this Agreement, 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 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 impacts 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 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 through 4.3.3, 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: 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 36.70B.170. 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. 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 Marina and Golf 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 sub-phases. 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. 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. Phase 2. Phase 2 involves initial development of the central resort facilities. Golf course construction will commence 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. 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 Terraces 2, 3 and 4, Sea View Villas and Golf Terrace units, comprising 329 total units 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. 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 facilities include the following: A water system with sufficient water rights to serve the phase or sub-phase under review and approval. A sewer system with sufficient capacity to accommodate the waste discharge for the phase or sub-phase under review and approval. A road network to accommodate the phase or sub-phase under review and approval. Landscaping for the phase or sub-phase under review and approval. Associated parking for the phase or sub-phase under review and approval. County approval of a phase or sub-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 the preliminary facilities necessary to serve the lot or tract are complete and the specific development requirements within each lot or tract are complete. 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 9-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 governed by and interpreted in accordance with the laws and regulations of the State of Washington. Binding on Successors; Assignment; Release of Liability 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. Assignment. 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 (judicial 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. 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 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 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 Sections 3 (all) and 4.1 above. Interpretation; Severability 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). 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. 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 are inserted for reference only and shall not be construed to expand, limit or otherwise modify the terms and conditions of this Agreement. 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 Dispute 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 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 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. 6.13 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. 6.15 Notice 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: _________________________ 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 E> Raintree Drive, Suite 100 Scottsdale, Arizona 85269 cc: John T. Cooke Houlihan Law 3401 Evanston Ave. N. Suite C Seattle, WA 98103 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 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. 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. 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 officers, agents or employees, the parties whose actions or omissions give rise to the claim shall satisfy the same, provided that, in the event of concurrent negligence, each party shall indemnify 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. 1-19, Exhibits 1-4, and Appendices A-O. JEFFERSON COUNTY Jefferson County Board of County Commissioners   By Chair, Kathleen Kler    By Member, David Sullivan   By Member, Kate Dean   APPROVED AS TO FORM:  Prosecuting Attorney  Patty Charnas Director of Community Development    PLEASANT HARBOR MARINA AND GOLF RESORT, LLP By: Its:   Attachments: 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 Developer’s Property (to be supplied) Exhibit 3 –Pleasant Harbor Marina and Golf MPR Land Use Map (recordable version of Comprehensive Plan map) Exhibit 4—Phasing Plans (to be supplied) 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, Chapter 18.25 JCC Appendix G – Additional development standards, Chapters 12.05, 12.10, and 18.30 JCC Appendix H – Water Service Plan [from SEIS] Appendix I – Sewer Service Plan [from SEIS] Appendix J – Memoranda of Understanding 1. Schools 2. Fire/EMS 3. Police/Public safety 4. Transportation 5. Health Care 6. Housing 7. Parks and Recreation Appendix ___ - Ordinance 01-0128-08 Appendix ___ - Vegetation Management Plan Appendix ___ - Conservation Easement Appendix ___ - Water Quality Monitoring Plan Appendix ___ - Neighborhood Water Policy Plan Appendix ___ - Wildlife Management Plan Appendix ___ - Cultural Resources Management Plan Appendix ___ - Tunicate Monitoring Agreement Appendix ___ - International Dark Sky Appendix ___ - LEED Narrative 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: EXHIBIT 1 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 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. 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 upon the 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 as follows: 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 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; 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, 117 feet, thence South 88( 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 ¼ of the Northwest ¼, 100 feet West of said high tide line; thence North 88( 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 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: 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 88( 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 88( 13’ 42” East 238.76 feet to the line of mean high tide; thence South 61( 12’ 00” West along the line of mean high tide 34.78 feet; thence North 40( 41’ 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( 21’ 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 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.