HomeMy WebLinkAbout100Michelle Farfan
From:
Sent:
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Patty Charnas < PCharnas@co jefferson.wa.us>
Wednesday, June 07, 2017 3:05 PM
Philip Hunsucker; Michelle Farfan
ATTORNEY CLIENT PRIVILEGE Discussion Version for 2017 06 09 Emailing - 2017 06 08
Final Working Draft Development Agreement REDUNE.pdf
20t7 06 08 Final Working Draft Development Agreement REDUNE.pdf
Subject:
Attachments:
Philip and Michelle -
Per PhilipH and my discussions on Wednesday, attached please find the discussion version of the DA for uploading and
using during Friday's go-to-meeting.
| 'protected' it as a pdf as it was vulnerable to inadvertent changes as a word doc (in track changes). Note the comments
are deleted in this version only. This version most likely will be changed as discussions continue.
The DR come nextl
Patty Charnas - Director
Jefferson County Department of Community Development
621 Sheidan Street, Port Townsend, WA 98368
Phone 360-379-4493 - Fax 360-379-4451
pcharnas@co jeffersorr.wa.us
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Preliminary Draft 6n/20'17 2:21 PM
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
HARBORMARINAAND GOLF
MASTERPLANNED RESORT
..: .:::.].::
::
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Table of Contents
DEVELOPMENT AGREEMENT
RECITALS
2 EFFECTIVE DATE AND TERM
2.1 Effective Date
2.2
2.3 Modification.
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3 DEVELOPER'S PROPERTY
4 PRESERVATION OF NATIVE AMERICAN TREATY RIGHTS
4.1 Recognition of Native American Treaty Rights.
4.1.1 Recognition of Fishing Rights.
4.1.2 Recognition of Hunting Rights.
4.1.3 Recognition of Cultural Rights.
Preservation of Treaty Rights. ....
CT ON WATER QUALITY OUTS
ERTY
4.2
5 IMPA
PROP
IDE OF THE DEVELOPER'S
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5.1 Recognition of Significant Nearby Natural Resources.. .......... 10
5.2 Developor's Agreement to Address Impacts of the Pleasant Harbor MPR on
Nearby Natural Resources. ................ l0
6 RESERVATION OF POLICE POWER OF THE COUNTY ............... 10
6.1 Police Power.
6.2 Reservation of County Authority
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7 DEVELOPMENT STANDARDS................ ...................... 1r
7.1 Permitted Uses and Density Standards; Zoning. ..................... I I
7.2 Planning Goals and Objectives............. ................ I I
7.3 Stormwater Standards. ....................... I I
7.3.1 Stormwater Subject to Best Management Practices and the County's
Stormwater Management Requirements. ...ll
7.3.2 Stormwater Management in Public Roads, Rights-of-Way and Easements.
....................... I I
7.3.3 Stormwater Management in Private Rights-of-Ways............. .............-......12
Critical Area Standards............
Land Division Standards ..............
Shoreline Master Program
Additional Development Standards. ................
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7.4
7.5
7.6
7.7
Preliminary Draft
7.8
7.8.1
7.8.2
7.8.3
7.8.4
7.8.5
7.8.6
7.8,7
7.8.8
7.8.9
7.8.10
7.9
7.10
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7 .11.2
7 .11.3
7 .11.4
7 .11.5
7 .11.6
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7.11.8
7.11.9
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Compliance with Ordinance 01-0128-08. .........
Condition 63(e).
Condition 63(0..........
Condition 63(k)......
Condition 63(l).......
Condition 63(p)......
Condition 63(r)..........
Condition 63(s). ..............14
Condition 63(t).......... ...... 14
Condition 63(x). .............. 14
Condition 63(z). .............. 15
The Pleasant Harbor MPR Water Service. ........... 15
The Pleasant Harbor MPR Sewer Service. ........... 15
Memoranda of Understanding. ........... 15
School Services Mitigation. ................ 15
Fire and EMS Services Mitigation................ ........ 16
Law Enforcement Services Mitigation. ................ 16
Transportation Services Mitigation
Healthcare Services Mitigation.
Housing Mitigation.
Parks and Recreation Mitigation.
MOUs Satisfy Condition 63(c) of Ordinance No. 0l-0128-08....
The Developer Acknowledges that its Undertakings in the MOUs Survive
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the Term of this Agreement
8 STANDARDS FOR DEVELOPMENT AND OTHER MITIGATION BY
coLrNTY.
8.1 County Processing and Review
8.2 SEPA Compliance.
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8.2.1
8.2.2
8.2.3
8.2.4
8.3
8.3.1
Environmental Impact Statement..
Supplemental Environmental Impact Statement..
Substantial Compliance with Environmental lmpact Statements and
Supplemental Environmental Impact Statements Required.
Future SEPA Review for Individual Projects.
Vesting of Development Standards and Mitigation.
Scope of Vesting.
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8.3.2 Vesting Period.
8.3.3 Default Standards and Requirements.
8.3.4 State and Federal Law...........
8.3.5 No Vested Rights against Federal or State Requirements.
8.3.6 Building Codes........
9 PHASING. ..........
9.1 Phasing Plan. .........
9.1.1 Phases Proposed...
9.1.2 Requirement of Adequate Infrastructure, Open Space, Recreational
Facilities, Landscaping and Other Conditions Sufficient for Each Phase to
Stand Alone
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9.1.3
9.1 .4
9.1.5
9.1.6
9.2
9.2.1
9.2.2
9.2.3
9.2.4
9.2.5
9.2.6
Phase I
Phase 2
Phase 3
Phase 4
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Preliminary Facilities....
Water System.
Sewer System.
Road Network. ..............
Landscaping. .................
Parking.
County Approval of Preliminary Facilities Required.
9.3 Public Amenities and Access
l0 INDEMNITY...............
l0.l Indemnified Claims.
10.2 The Developer's Obligations.
10.2.2 Payment of Defense Costs.
10.2.3 No Waiver of RCW 4.96.020 by the Developer.
10.2.4 Cooperation
10.2.5 Best Efforts to Obtain Release of the County
10.2.6 Claims against Both the County and the Developer.
10.2.7 The Developer is the Real Party in Interest.
10.3 The County's Obligations...............
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10.3.1 Notice
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10.3.2 Cooperation
10.3.3 Consent to Counsel Selected by the Developer
10.4 PreservationofPrivileges.............
10.5 Limitations
10.5.1 No Indemnity for Claims Other than Indemnified Claims.
10.5.2 Claims Based on Comparative Fault.
10.6 Survival.....
I I GENERAL PROVISIONS. ...........
11.1 GoverningLaw...........
ll.2 BindingonSuccessors...............
I 1.3 Assignment.
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1 1.4.1
11.4.2
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1 1.13
I 1.14
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I 1.18
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1 1.3.1 Right to Transfer, Consent of the County Not Required.
Obligations of the Developer and Transferee under this Agreement.
Release of the Developer's Liability by Assignment.............
Transfer and Assumption of All Obligations Under this Agreement
Required
Results of Effective Assignment.................
Effect of Partial A ss i gnment. ......................
Recording as a Covenant Running with
Release as to Residential Development.
the Land
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Severability
Amendment. ...........,...
Exhibits and Appendices. ...........
Headings.
Time of Essence..........
Dispute Resolution.
Default and Remedies..............
No Third Party Beneficiaries.
Construction................
Signature in Counterparts. ...........
Notice........
Estoppel Certificates
Voluntary Undertaking. ............
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11.22 No Waiver
11.23 No Private CCR Enforcement by the County......
11.24 EntireAgreement.
11.25 NoAssignment.............
12 REPRESENTATIONS AND WARRANTIES..........
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DEVELOPMENT AGREEMENT
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 COLINTY (the "County"), a municipal corporation under the laws of the
State of Washinglon, pursuantto RCW 36.708.170--.210.
I RECITALS.
WHEREAS, the Developer is the owner of real property consisting of
approximately237.88acreslocatedwithinl@Countywhichpropertyis
described with particularity in Exhibit 1 ("&q Developer's Property").
WHEREAS, the County approved the Developer's application to designate the
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 ("1hq Pleasant Harbor MPR").
WHEREAS, buildout of the Developer's Property is expected to occur over the
next ten to twenty-years or as mutually agreed upon by the Developer and the County in
accordancewithSection@dependinguponmarketconditionsand
Developer, mferserune County, and members of the public at large will invest
considerable time in the County permit and review process for the future buildout of the
Developer's Property.
WHEREAS, the Washington State Legislature enacted RCW 36.708.170-.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 otlhg 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 (ene1@ptlers 17.6e.t*{'-17SS.*"* 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 ActJhgpler 36.704 PiCW.[note: insert Ordinance 0l-0128-08J
WHEREAS, pursuant to RCW 36.708.200, this Agreement [note: procedural
recital will be drafted in final once times and dates of noticing, public comment and
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hearings are known
2017; end^pp-^'"
thisAgreementbyReselutienNe, *** adepteden ;***n^TE 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:
AGRSEMENF
2 Seetiep4-EFFECTM DATE AND TERM.
*{!_Effective Date.
The effective date shall be the date of the adoption of a resolution by the Jefferse+County
BoardofCountyCommissionersapprovingthis@Agreement-agl9guil9d-by
RCW 36.70B.200.
122-2 -Term,
The term of this @ shall be twenty@)-;.Frve_.(25!rears from the
effective date or until one vear after the build-out of the Pleasant Harbor MPR is complete
as outlined in the Resort Plan for the Pleasant Harbor MPR. JCC 17.60.**i. whichever is
later.
2.3 l+-Modification.
This Agreement may be modified, extended or terminated upon the written agreement of
the Developer and the County.
3 Seetio+2-DEVELOPER'S PROPERTY:
The property covered by this Agreement consists of approximately 237.88 acres and is
described with particularity in Exhibit I Property)._). A
Master Plan showing the location of the proposed development on the Developer's
Property within the Pleasant Harbor MPR that is the subject of this Development
Agreement is attached as Exhibit 2.
Seetien 3, DEVELOPMENT STAND IPSS
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4 PRESERVATION OF NATIYE AMERICAN TREATY RIGHTS.
4.1 Recognition of Native American Treatv Rishts.
4.1.1 Recognition of Fishing Rights.
The Port Gamble S'Klallam Tribe is the successor in interest to Indian bands and tribes
sisnatorv to the 1855 Treatv of Point No Point. l2 Stat. 933 (Treatv).1 The Treatv reserved
to the S'Klallam the right to take fish at all these "usual and accustomed grounds and
stations" (U&A)-an area roughly centered on the Hood Canal.2 Within these areas the
Port Gamble S'Klallam and other tribes (collectively "Tribes") that share the U&A are
property to fish to shellfish.
The Pleasant Harbor MPR will be Iocated between two public beaches. at the mouth of the
Duckabush and the Dosewallips Rivers. which provide both significant commercial and
ceremonial/subsistence harvest ooportunities to the Tribes with U&A fishine riehts in the
area. The two delta flats are among the most imoortant intertidal areas to Port Gamble
S'Klallam Tribal harvesters based on acreaee available. habitat available and existine
natural manila clam and pacific oyster production.
The Developer's Property sits atop a bluff above these two public beaches. Further. though
located between these two public beaches. access to the public beaches on the trail from
the Developer's Property has been curtailed and will continue to be curtailed permanently.
The Developer has addressed these concerns in the Stormwater Management requirements
attached as Appendix B and Water Ouality Monitorine Plan attached as Appendix O.
4.1 .2 Recoenition of Hunting Rights.
The parties understand that the Port Gamble S'Klallam Tribe have expressed concerns that
Elk hunted by the Port Gamble S'Klallam Tribe in areas outside of the Developer's
Property could be attracted to the Pleasant Harbor MPR once it is built out. The Developer
has addressed these concems in the Wildlife Management Plan attached as Appendix P.
4.1.3 Recognition of Cultural Rights.
The parties understand that the Port Gamble S'Klallam Tribe believes that the uniqueness
of geologic features and oral historical accounts relating spiritual entities linked to the land.
the traditional plants harvested eenerationallv by S'Klallam oeople from the past and
within livins memory. as well as multiple campsites and Native American place names
known in the area. all directly contribute to unique cultural significance of the area.
3 See. e.s.. United States v. Washinston. ST3 F. Supo. 1422. 1444-45 (W.D. Wash. 1994\ (Shell-fish I).
2 Boldt 11.459 F. Supp. at 1041.
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I United States v. Iltashington.45g F. Supo. 1020. 1039 (W.D. Wash. 1978\ (.Boldt ltl.
Preliminary Draft 6n/2017 2:21 PM
The parties and the Pon Gamble S'Klallam Tribe discussed the Port Gamble S'Klallam
Tribe's concerns about the initial proposal by the Developer to use Kettle Ponds B and C
for storing stormwater and treated wastewater as potentially resulting in significant
damages to Traditional Cultural Properties (TCPs) that may meet multiple federal criteria
that render them eligible for inclusion on the National Register of Historic Places.
The Port Gamble S'Klallam Tribe has not applied for includine of anv TCPs on the
National Register of Historic Places.
4.2 Preservation of Treatv Rishts.
This Agreement is not intended to impact the Tribes' Treaty rights.
Nothing in this Agreement should be viewed as an attempt to curtail tribal riehts under the
Treaty.
The parties respect the Tribes' rights under the Treaty.
The Developer will work cooperatively with the Tribes so that they can fully exercise their
Treaty rights at and near the Pleasant Harbor MPR.
5 IMPACT ON WATER OUALITY OUTSIDE OF THE DEVELOPER'S
PROPERTY
5.1 Recosnition of Sisnificant Nearbv Natural Resources.
The Developer recosnizes siemificant natural resources are nearby the Developer's
Propertv.
5.2 Develoner's Agreement to Address Imnacts of the Pleasant Harbor MPR on
Nearbv Natural Resources.
The Developer has addressed these concerns in the Stormwater Management requirements
attached as Appendix B and Water Oualitv Monitoring Plan attached as Appendix O.
The Developer aerees to address demonstrated impacts of the Pleasant Harbor MPR to
water quality both on-site and off-site.
6 RESERVATION OF POLICE POWER OF THE COUNTY
6.1 Police Power.
The Developer understands and agrees that pursuant to RCW 36.708.170(4). the execution
of a development agreement is a proper exercise of the County's police power.
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6.2 Reservation of Countv Authoritv.
The Developer understands and agrees that pursuant to RCW 36.708.170(4) and JCC
18.40.840(3)(d). a development agreement shall reserve authority to impose new or
different resulations to the extent required by a serious threat to public health and safety.
Accordingly. the Developer understands and agrees that the County's authority to impose
new er eliffereut resulations to the extent required bv a serious threat to public health and
safetv is reserved and nothins in this Aereement affects that authoritv.
7 DEVELOPMENT STAIIDARDS.
lJl.L .Permitted Uses and Density Standards; Zoning
The Master Plan, permiued land uses, and development regulations for development within
the Developer's Property are set forth in chapters 17.60.*** through 17.8+60.*** of the
Jefferson County Code, attached as Appendix A. Development of the Developer's
Property shall not exceed 890 residential units and 56,608 square feet of commercial space
when completed at full build out.
7.2 #Planning Goals and Objectives.
TheplanninggoalsadoptedbyJ@'CountyintheComprehensivePlanasofthe
date of recording this Agreement shall be the policy guidance and the foundation for all
future development of lhe Pleasant Harbor MPR.
7.3 ffiStormwaterStandards.
7.3.1 AllStormwater Subject to Best Management Practices and the County's
Stormwater Management Requirements.
In all future development within the Pleasant Harbor MPR the Developer shall utilize best
management practices (BMP) and be subject to the Jeffersen-County Stormwater
Managementrequirements,JCCl8.30.070.Acopyofis
attached in Appendix B.
7.3.2 Stormwater Management in Public Roads. Rights-of-Wa), and Easements.
TheCountyshallberesponsibleforthemanagementofin
all public r€€drogdl rights-of--ways-,wgy, ang[ easements within the Pleasant Harbor MPR
that have been accepted by the County for maintenance @ other areas within the
Pleasant Harbor MPR dedicated to the pt*b+i€Cog!!y. The Developer shall be responsible
for the management of stormwater runoff in all other public areas within the Pleasant
Harbor MPR as may be necessary to control stormwater runoff as required b), Ordinance
0l -0128-08. Condition 63(q).
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7.3.3 Stormwater Management in Private Rights-of-Ways
The Developer shall be responsible for the management of stormwater runoff in all private
rights-of-ways and i+other npn-publig areas such as parking lots or drainage easements, as
may be necessary to control stormwater runoff:. as required bv Ordi
Condition 63(q).
ipin€
stemrarater run eff inte Heea
be treeted b)' a system that reduees eenteminatie"r te the greatest pessible extent,
7.4 3,fCritical Area Standards
Critical areas and their associated buffers, as well as allowed uses within the critical areas
of the Pleasant Harbor MPR shall be determined based upon the Jefferson the County
CriticalArearequirements,Chapterl8,22JCC,Acopyof@
JCC is attached in Appendix C
7.5 3+Land Division Standards
Platting within the Pleasant Harbor MPR shall be pursuant to RCW 58.17 and the Jeftrsen
County Land Division requirements, Chapter 18.35 JCC, and within the time frames
adopted by Jetrersenthe. 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, or as amended hereafier. A copy
of attached in Appendix D (€Sapter-f&.35
J€e}and E(a cooy of Chapter 18.40 JCCI is attached in Appendix E.
7.6 #Shoreline Master Program
All future development within the Pleasant Harbor MPR shall be subject to the Jeffersen
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.
7.7 }#-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-+pptieabb€eele
are attached in Appendix G.
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7.8 Compliance with Ordinance 01-0128-08.
As conditions to designating the Developer's Property as a master planned resort per
Ordinance 0l-0128-08, the County requires the Developer implement the following
requirements:
7.8.1 {Beee-Condition 63(e{rS).
The Developer tegha[! advertise and give written notice at libraries and post offices in East
Jefferson County and recruit locally to fill opportunities for contracting and employment
. and will prefer local applicants provided they are qualified. available. and competitive in
terms of pricing.
7.8.2 Condition 63(fl.
The Developer shall prioritize the sourcing of materials from within Jefferson County to
develop the Pleasant Harbor MPR. Nothing in this seetienSgElig!_2.82 shall require that
developer utilize materials or labor from within Jefferson County that are not of
comparable price or quality to their counterparts outside of Jefferson County.
7.8.3 (Beee-klCondition 63(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
toprovideforcommunityeducationopportunities.A
e+ancultural Resources is attached in Appendix
-.Q:
fhg lgvglepgl
will comply with the Cultural Resources Management Plan.
7.8.4 (Bee,eCondition 63(l).
A wildlife management plan focused on non-lethal strateeies shall be developed in the
public interest in consultation with the State of Washington Department of Fish and
Wildlife (WDFW) and local tribes. to prevent diminishment of tribal wildlife resources
cited in the Brinnon Sub-Area Plan (e.g.. deer. elk. cougar. waterfowl. osprey. eagles. and
bear). to reduce the potential for vehicle collisions on U.S. Hwy l0l. to reduce the conflicts
resulting from wildlife foraging on high-value landscaping and affraction to fresh water
sources. to reduce the dangers to predators attracted to the area by prey or habitat. and to
reduce any danger to humans. A Wildlife Management Plan@
consultation with WDFW and local tribes is attached in Appendix O. The Developer will
comply with the Wildlife Management Plan.
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7.8.5 (Beee$Condition 63(p).
The Developer shall provide access to the water system by any neighboring parcels if salt
water intrusion becomes an issue for neighboring wells on Black Point, and reserve areas
for additional recharge wells will be included in case wells fail, are periodically inoperable,
or cause mounding. A Neighborhood Water Policy Plan is attached in Appendx
Plan.
7.8.6 (Beee+)'Condition 63(r).
A County-based comprehensive water quality monitoring plan specific to Pleasant Harbor
requiring at least monthly water collection and testing will be developed and approved in
concert with an adaptive management program prior to any site-specific action, utilizing
best available science and appropriate state agencies. The monitoring plan shall be funded
by a yearly reserve, paid for by the Developerffietgrylwill include regular offsite sampling
of pollution, discharge, and/or contaminant loading, in addition to any
monitoring regime. A Water Quality Monitoring Plan is attached in Appendix ----.Q.
The Developer will comoly with the Water Ouality Monitorins PIan.
7.8.7 (Beee+'}Condition 63(s).
To ensure that natural greenbelts and buffers are maintained and protected, a conservation
easement has been recorded and attached in Appendix - Iv[ and a v€g€tati€n
mena€emenl--planVeeetation Management Plan is attached in Appendix
. The Develooer will comoly with the Vesetation ManagemEnt Plan.
7.8.8 €ee'e-Condition 63(tI).
rhe@shallconductongoingmonitoringandmaintainan
inventory regarding Tunicates and other invasive species. A Tunicate Agreement is
attached in
Agreement.
D Tho f)awelnner ll comnlv with the icate
7.8.9 (Beee-$Condition 63(x).
The 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
Developer willcomplv with the LEED Standards.
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7.8. I 0 (Beee-zlCondition 63(z).
The Developer shall use the Intemational 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 ofoutstanding natural beauty, or residential areas
where inhabitants have expressed a desire that all light trespass be limited. ,lDark Sky
and Energy Star Approved High Efficiency Lighting Standards is attached in Appendix
Efficiency Li ghtine Standards.
7.9 $S-The 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
WashingtonStateDepartmentofHealthandshallcomply@
the Coordinated Water System Plan flCWSP) and all other applicable laws, ordinances,
rules and regulations. A copy of the applicable CWSP is attached in Appendix H.
7.10 3.f-The Pleasant Harbor MPR Sewer Service,
Sanitary and on-site sewer and future sewer system improvements as required to serve the
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 Jeffersenthe County lgpa{ment of Public
Health and all other applicable laws, ordinances, rules and regulations.
7.11
-+lvlemoranda
ofunderstanding,
-As
a condition to designating the Developer's Property as a master planned resort,
the County required that_jhe Developer negotiate memoranda of understanding or
memoranda of agreement to provide needed support for law enforcement services. the
Brinnonschools,4andemergencymedicalservicesto
mitigate forthe potential impacts associated with the Pleasant Harbor MPR. peve+eperlhe
parties secured the following MOUs:
7.1 1.1 School Services Mitigation.
School services to the Pleasant Harbor MPR are provided by the Brinnon School District.
Mitigation for school services associated with development of the Pleasant Harbor MPR.
if anv. shall be paid by the Developer as set forth in the MOU attached as Appendix J- I .
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7.1 1.2 Fire and EMS Services Mitigation.
Jefferson County Fire DistrictNo. 4 will provide Fire and EMS services within the Pleasant
Harbor MPR. Mitigation for Fire and EMS services associated with development of the
Pleasant Harbor MPR. if any. shall paid by Develooer as set forth in the in the MOU
attached as Appendix J-2.
7.1 1.3 Law Enforcement Services Mitigation.
-Thg
!gn!y-:Uil-l provide law enforcement services within the Pleasant
Harbor MPR eensistent with the
@
. Fire and EMS Fire and EMS serviees within the Preesant Harber MPR shall be
pre+i ie*. Miti*ution fo. lu*
enforcement services associated with development of the Pleasant Harbor MPR, if any,
shall be determined and paid as
set forth in the Memorandum of Understandins (MOU) attached as Appendix J43.
7. I I .4 Se'hee{4eheelTransportation Services Mitigation.
Public transEortation services to the rese*Pleasant Harbor MPR are provided by the
Mitigation of transportation services
associated with development of the Pleasant Harbor MPR, if any, shall be determined and
paid
7.1 L5 Healthcare Services Mitigation.
Mitisation for health care services associated with development of the Pleasant Harbor
MPR. if any. shall be paid by the Developer as set forth in the MOU attached as Appendix
J-5.
7. 1 1.6 Housing Mitieation.
The Developer shall complv with Ordinance 01-0128-08. Condition 63(s) related to
mitigation associated with develooment of the Pleasant Harbor MPR. if any. which shall
be paid by the Developer as set forth in the MOU attached as Appendix J-6.
.T.l l.TParks and ec
Mitieation.
. Transpertetien Publie transpertetien sen'iees te the resert are previded by
ie+The Countr. th. Stur. und ,h. ,ni,"O t,u,"r rror'0"
areas for parks and recreation in the vicinity of the Developer's Property. Parks and
Recreation mitieation associated with development of the Pleasant Harbor MPR, if any,
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shall be determined and paid by the Developer pursuant to applicable state and local law
as set forth in the MOU attached as Appendix J47.4
r Healtheare Mitigatien as'eeieted with develepment ef the Pleasant
Herber MPR; if eny
stete ane teeat taw as s
r Heusing Mitigatien esseeiated u'ith develepment ef the Pleasant Harber
MP& if eny; shell b
o (Beee e) Perks end Reereetien (Phili- isreviewing) App€rdix J 7
7.1 I .8 MOUs Satisf.v Condition 63(c) of Ordinance No. 0l -0128-08.
The County agrees that the these-MOUs listed in this Section 7.11 satisff condition 63(c)
of €eunt5'.-Ordinance No. 0l-0128-08.. except for future SEPA review for individual
projects as provided in Section 8.2.4.
7 .11.9 The Developer Ackaqwledses that its Undertakinss in the MOUs Survive the Term
of this Agreement.
RCW 36.70A.360(4Xe) provides that a master planned resort is authorized only if on-site
and
the MOUs are written to address this requirement. Accordingly" the Developer agrees that
Develeper rvill net be required te previde additienal mitigatien for these serviees (law
he
+emsreg[emenlq of the MOUs fer develepment ef t
will survive the term of this
Agreement and are enforceable separately from this Agreement.
8 STAI\DARDS FOR DEVELOPMENT AI\ID OTHER MITIGATION BY
COUNTY:
4#.LlCounty Processing and Review.
The review and approval ofproposed development applications proposed by the Developer
for_.Ihe 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.
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4+82 SEPA Compliance.
8.2.1 43=l---Prier€lS-Environmental Impact Statement.
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, 2007LDFEIS);
Pleasant Harbor Marina and Golf Resort, Final Environment Impact Statement
(November 27, 2007) (FEIS);
Pursuant to Condition 63bf{b) of Ordinance 0l-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 Nerrember20eaFElS (Chapter 5) and @ 63-(a-!idd)
in Ordinance 0l-0128-08. The SEIS rvas published in the follerving deeuments:
8.2.2 Supplemental Environmental Impact Statement.
o
a
lemental shed in the
documents:
Draft Supplemental Environmental Impact Statement for Pleasant Harbor
Marina and Golf Resort November 19, 20I+,IDSEISI
Pleasant Harbor Marina and Golf Resort, Final Supplemental Environment
Impact Statement December 9,2015-. GSEISL
8.2.3 (the{+aftSubstantial Compliance with Environmental Impact Statements and f;aal
EISSupplemental Environmental Impact Statements Required.
The FEIS. DSEIS and S.EISFSEIS are referred to collectively as the "Prior EISs)-
Development shall substantially comply with the express mitigation measures imposed
pursuant to the Prior EISs.
8.2.4 4J*-Future SEPA Review for Individual Proiects.
The Prior EISs shall constitute compliance to the fullest extent possible under SEPA, as
well as Condition 63b63G) of Ordinance 0l-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 8.2.4, 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.
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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 8.2.4 shall release the Developer or its successors, successors in
title, or assignees from complying fully with the terms of the Pleasant Harbor MPR
Comprehensive Plan Amendment, Ordinance 0l-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.
83 fvesting of Development Standards and Mitigation.
8.3.1 Scope of Vesting.
To the fullest extent allowed by law, all development proposed onlhg 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 l8 of the Jefferson County Code including, but not limited to, those
code standards affached to this Agreement effective on the date of this Agreement (as
defined in Section 37.1 and attached as Appendices A-IT). This vesting provision shall be
applicable, without limitation, to all land use applications, permits, uses and development
thatoccuronthe@PropertywithinthetermofthisDevelopment
Agreement.
8.3.2 Ve Period.
The vesting period shall be the same as the term of this Agreement. Except as otherwise
provided in Section 48.3.1 through 48.3.3.6, any new or different development standards
adopted by the County during the term of this Agreement shall not apply to the Developer's
Property.
8.3.3 Default Standards and Requirements.
To the extent this Agreement does not establish standards or requirements
covering a subject, element or condition, then the development approval sought shall vest
to and be governed by the County codes, regulations and standards in effect upon the date
of complete application. The development standards identified in this Agreement shall
apply to the Developer's Property for the term of this Agreement, except:
H The Board of County Commissioners
reserves the authority to modifu one or more of the standards or requirements of
development for the Pleasant Harbor MPR during the term of the Agreement, after-netie'q
o avoid
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This Agreement does not relieve the Developer of any obligations to comply with state or
federal laws or regulations of any kind
but !1not limited to those laws or regulations related to Native American Treaty rights.
endangered species or stormwater.
8.3.5 No Vested Rishts aeainst Federal or State Requirements.
*? The Pleasant Harbor MPR shall not be vested against the application of
developmentstandardsimposedbyvirtueoffederalorstate@
@.
8.3.6 Building Codes.
44 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.
9 $ee+ierfPHASINGg
9.1 ___€J_Phasing Plan.
9.1.1 Phases Proposed.
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, permiued 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
downintodiscretesub-phasesasconditionsdictate.
subs€q!€n+?hase
9.1.2 Requirement of Adequate Infrastructure. Open Space. Recreational Facilities.
Landscapins and Other Conditions Sufficient for Each Phase to Stand Alone.
JCC 18.15.135 requires that if a master planned resort will be phased. each phase must
contain adequate infrastructure. open space. recreational facilities. landscaping and all
other conditions of the Pleasant Harbor MPR sufficient to stand alone if no subsequent
phases are develooed. The Developer will comply with JCC 18.15.135 and will complete
or bond all necessary infrastructure to supnort a phase or sub-phase sufficient for each
phase or sub-phase to stand alone. prior to obtaining approval for a subsequent phase.
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a serious threat to public health or safety, as provided in RCW 36.708.170-._g4d_,Ieg
18.40.840(3Xd).
8.3.4 State and Federal Law.
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9.1.3 Phase l.
# Phase I 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 l0l intersection
improvements, transit stop parking and relocated WDFW access road. The Maritime
Village Building consisting of 66 residential units and approximately 2l ,000 square feet of
commercial space will also be constructed during Phase l.
9.1 .4 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 I 9 1
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.
9.1 .5 Phase 3.
5*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 Teraces 2,3 and4, Sea View Villas and Golf Terrace
units, comprising 329 total units
9.1.6 Phase 4.
# Phase 4 completes buildout of the Pleasant Harbor MPR with construction of 206
Sea View Villa residential units and44 Golf Vista residential units.
52\/.P r elim in a ry 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:
9.2.1 Water System.
# A water system with sufficient water rights to serve the phase or sub-phase under
review and approval.
9.2.2 Sewer System.
# A sewer system with sufficient capacity to accommodate the waste discharge for
the phase or sub-phase under review and approval.
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9.2.3 Road Network.
# A road network to accommodate the phase or sub-phase under review and approval.
9.2.4 Landscaping.
*+ Landscaping for the phase or sub-phase under review and approval.
9.2.5 Parking.
# Associated parking for the phase or sub-phase under review and approval.
9.2.6 €enntvCounty Approval of Preliminary Facilities Required.
The County's 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.
53!l_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 (l) an4 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 the Developer.
10 INDEMNITY.
10.1 IndemnifiedClaims.
The indemnified claims are:
(a) Claims for costs. 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:
fh) Claims hesed on the Develoner's farrlt
(c) Claims based on the breach of any of the Developer's obligations under this
Agreement:
(d) Claims based on any alleged neeative impact of the development on Native
American Treatv Rights:
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(e) Claims based on any alleged impact of the develooment on water quality
inside or outside of the Developer's Property.
As used in this Agreement the term "indemnified claim(s)" means the claims listed in this
Section l0.l .
10.2 The Developer's Oblisations.
10.2.I Scope.
The Developer shall indemnify and hold the County. and its elected officials. emplovees.
and agents harmless from and shall process and defend at its own expense. including all
costs. attorney fees and expenses relatine thereto. all claims. demands. or suits at law or
equity arising in whole or in part. directly or indirectly. from any indemnified claims.
10.2.2 Payment of Defense Costs.
The Developer will pay for the defense indemnified claims against the County at its sole
expense. For the avoidance of doubt the defense of an indemnified claim includes payment
ofattorney's fees and costs. consultant and expert costs. filing fees and other court costs.
However. the County retains the risht to provide additional counsel for the County's
defense at the County's sole expense to assist counsel paid for by the Developer or to
monitor anv indemnified claim.
10.2.3 No Waiver of RCW 4.96.020 by the Developer.
The Developer shall not attempt to waive the requirements of the filing of a pre-suit claim
aeainst the County under RCW 4.96.020.
10.2.4 Cooperation.
The Developer shall cooperate with the Countv in the defense of any indemnified claims.
The f)eveloner shall not file anv nleadinos or motions or take anv nnsitinn with a cor rrt
govemment asency or hearing officer without first consulting with the Countv.
10.2.5 Best Efforts to Obtain Release of the County.
If the Developer settles any indemnified claim with any person. the Developer will use its
best efforts to obtain a release of the indemnified claim for the County. and its elected
officials. employees. and agents.
10.2.6 Claims against Both the County and the Developer.
The Developer wishes to avoid the expenses of a separate defense of both it the County
should any person assert an indemnified claim against both the Developer and the Countv.
Accordingly. the Developer agrees to orovide joint counsel to represent both the Developer
and the County at the Developer's sole expense when indemnified claims are made against
both the County and the Developer. However. the County retains the rieht to substitute its
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own counsel in place ofjoint counsel at the Countv's sole expense or to provide additional
counsel at the County's sole expense to counsel oaid for bv the Developer or to
monitor any indemnified claim.
1n ) I Thc Derrelnner ic ha I}aal Darf.,Tnfcracftn
For any indemnified claim where the Developer is required to provide the County a defense
pursuant to Section 10. the Developer shall make it clear that it is the real party in interest
on any indemnified claims made against the County and that: (i) Any positions the
Developer takes in defending the indemnified claims are the positions of the Developer
and not the Count),: and. (ii) Any positions the Developer takes in defending the
indemnified claims are not necessarily the the County would take if it were the
real party in interest.
10.3 The Countv's Oblieations.
10.3.1 Notice.
The County shall provide notice to the Developer of any indemnified claim it receives
within fourteen days of receipt of such claim. For the avoidance of doubt. the notice
required under this Section 10.1.3 includes notice of any pre-suit claim presented to the
County under RCW 4.96.020.
10.3.2 Cooperation.
The County shall cooperate with the Developer in the defense of any indemnified claims.
The County shall not file any pleadings or motions or take any position with a court.
government agency or hearins officer without first consulting with the Developer.
10.3.3 Consent to Counsel Selected by the Developer.
The County may consent to the representation by counsel selected by the Developer and
provide approgiate waivers of conflicts of interest to counsel selected by the Developer.
Provided. however. that if the County refuses to consent or to provide appropriate waivers
of conflicts of interest. the Developer may suspend performance of the indemnity
obligations under this Section 10.
10.4 Preservation of Privileses.
The partics ackuawladcalhat :
(a) The attorney-client privilege exists in this joint representation pursuant to
Section 10. but with one significant qualification. The privileee protects the
confidences of all jointly represented clients from disclosure to other
persons. but not from disclosure to each other. In other words. information
that one joint client provided to joint counsel in connection with and during
the course of the joint representation may be disclosed to the other jointly
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represented clients. even after one or more jointly represented clients decide
to separate themselves from the others and obtain their own counsel:
(b) However. the parties agree that all privileged communications between any
partv and its attorneys that is not related to this joint reoresentation shall
remain privileged and not subject to disclosure to the other party. its
counsel. consultants or other agents: and.
(c) No party waives any privilege that exists for communications between it
and its attorneys in connection with any matter. other than communications
for the jointly represented matter.
10.5 Limitations.
10.5.1 No Indemnity for Claims Other than Indemnified Claims.
Nothine in this Section l0 shall require the Developer to indemnify the County asainst and
hold harmless the County from claims. demands or suits based on claims against the
County that are not indemnified claims and are based solely uEon the conduct of the
County. its elected officials. employees and agents.
10.5.2 Claims Based on Comparative Fault.
If the claims or suits are caused by or result from the comparative fault of: (i) the
Developer's agents or employees: and. (ii) the County. its elected officials. employees and
agents. this indemnity provision with respect to claims or suits based upon such
comparative fault. then the claims shall be treated as claims against both the county and
the developer under Section 10.2.6- until a final. enforceable judgment is entered. After
a final. enforceable iudement is entered. the Developer and the County shall each be
responsible for their shares of the final. enforceable judgment.
10.6 Survival.
The parties aeree that the indemnity oblieations in this Section l0 shall survive the
termination of this Aereement.
11 GENERAL PROVISIONS:
11.1 6+-Governing Law.
This Agreement shall be governed by and interpreted in accordance with the laws and
regulations of the State of Washington" as if applied to tra
performed wholly within the State of Washineton between residents of the State of
Washinglon. No party shall argue or assert that any law other than Washington law applies
to the governance or construction of this Agreement.
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*2lLZBind in g on S u ccessors
gffiThisAgreementshallbebindinguponandinuretothe
benefit of the successors, successors in title and assigns of the Developer and upon the
County.
11.3 Assignment.
I 1.3.1 Right to Transfer. Consent of the County Not Required.
622 The parties acknowledge that development of lhe Pleasant Harbor MPR may
involve sale and assignment of portions of the Developer's Property to other persons who
will own, develop and/or occupy portions of the Developer's Property and buildings
thereon. The 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 the Developer's
Property to other parties acquiring an interest or estate in all or any portion oflhg
Developer's Property, including transfer of all interests through foreclosure (udicial or
non-judicial) or by deed in lieu of foreclosure'. provided transfer
obligations of the Developer under this Agreement. Consent by the County shall not be
required for any transfer of rights pursuant to this Agreement.
I 1.3.2 Obligations of the Developer and Transferee under this Agreement.
Upon the transfer or assignment under this Sectionr where the *ansfer". *
1 1.3 and the transferee's assumption of all obligations
trensferred er assignedrf the Developer under this Agreement, the transferee shall be
entitled to all interests and rights and be subject to all obligations under this Agreement
pertaining to the property transferred or assigned, and the 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 the Developer.
11.4 Release of the Developer's Liability-. jy Asslenment
I 1.4.1 Transfer and Assumption of All Obligations Under this Agreement Required.
The Developer shall be released of all liabilities and obligations under the Agreement if:
(a) The Developer provides notice to the County of an Assignment of the
Agreemen[ andl
(b)The transferee has assumed in writing the all the obligations
of thelhjg Agreement.
I 1.4.2 Results of Effective Assignment.
If the conditions for release are met under this sub-section, then from and after the date of
transfer, the Developer shall have no further liability or obligation under the Agreement,
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and the assignee shall exercise the rights and perform the obligations of the Developer
under the Agreement for that portion of the Developer's Property acquired by the successor
or assign.
1 1.4.3 Effect of Partial Assignment.
# The parties acknowledge that the Developer may transfer or assign title to a portion
of-.1fu Developer's Property in any manner consistent with this Agreement. Should the
transfer or assignment of title relate to only a portion of the 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 the Developer's Property being assigned or transferred.
u.5 #as a Covenant
Runnins with the Land.
This Agreement shall be recorded with the Jefferse*-County Auditor against the
Developer's Property as a covenant running with the land and pursuant to RCW
36.708.190 shall be binding on the Developer, its successors, successors in title and
asslgns.
11.6 Release as to Residential Development.
Upon the approval of a final plat, a condominium declaration or other approved land
division in compliance with this Agreement that relates to residential development of the
Developer's Property, then there shall be executed and recorded with theJeftrsen 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 fiqll)7 and 48.1-aberr+:
64!flnterp retation;Scnerabiliff
W {n{emretatie+The County has nolice powers. contracting authorit}z and other
powers granted by the Washineton State Constitution and by statute. 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
reservetotheCounty@policepowerauthoritywhichisprohibitedbylawfrom
beingsubjecttoamutualagreementwithconsideration.
Washingten State Censtitutien and by general law; :netuding rvitheut limitet:en heme rule
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11.8 Severability.
W 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.
6S-la*leritr
11.9 FAmendment
This Agreement shall not be amended without the express written approval of the County
and the Developer (or its successors, successor in title and assigns with respect to the
property in which they have an interest). The Board of County Commissioners must
all amendments to this Agreement by ordinance or resolution and only
after notice to the public and a public hearing.
11.10 6+-Exhibits and Appendices.
Exhibitslthroueh4and Appendices A throueh eT 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.
11.11 FHeadings.
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.
11.12 6#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.
g.lo-l+teg+a+ie"
se+fu*h*e+eie
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11.13 6,1{_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 the 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 seetie*,
Section I 1.13.
ll.l4 #L-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 the
Developer's Property (see Section 6*.211.3) any claimed default shall relate as
specifically as possible to the portion of the Property involved and any remedy against any
party shall be limited to the extent possible to the owners of such portion of remedies which
do not adversely affect the rights, duties or obligations of any other non-defaulting owner
of portions of the 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.
11.15 #llo 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
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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.
ll.16 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.
11.17 66-Sisnature in Counterparts.
Separate copies of this Agreement may be sisned by each of the parties and this Agreement
will have the same force and effect as if the orieinal had been siqxed by allthe oarties.
11.18 Notice.
All communications, notices and demands of any kind which aparty underthis 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: ector
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
Prosecutins Attorney
P.O. Box 1220
Port Townsend, WA 98370
30
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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
11.19 #.Estoppel Certificates.
within30daysfollowinganywrittenrequestthatanypartyora@may
make from time to time, the other party shall execute and deliver to the requesting person
a statement certifying that: t($ this Agreement is in full force and effect, and stating any
formal amendments to the Agreement; 2and-_G) 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. lssuance of estoppel certificates is an
administrative mafier within the County. The County shall have no liability to the
requesting party if itprovides an estoppel certificate in good faith and with reasonable care.
11.20 #Cooperation.
The parties shall not unreasonably withhold requests for information, approvals or consents
provided for in this Agreement. The parties agree to take funher actions and execute
further documents, whether jointly or within their respective powers and authority, to
implement the intent of this Agreement.
ffiie*
Fx€ept es etlteriYise s
is
Agreement she[ pre
by er result frem any negligent eet er emissien ef the party's ewn eaTieers; agents; er
emple,'ees in perferming serviees pursuant te this Agreerent, If any suit based upen
ienser
3l
Preliminary Draft 6t7/2017 2:21 PM
emissiens give rise te the elaim shall satisfy the sarnq previded that; i+the event ef
enly te the extent ef that party's negligeree- This irdernnific'etien hereunder shell-be fer
the benefit ef the eeunty as a munieipal entity end net fer the benefit ef the general
+{arberA4Pk
11.21 6-lFVoluntarv Undertakins.
This ACreement is entered into voluntarily and without any coercion by or undue influence
on the part ofany person. firm or corporation.
11.22 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.
11.23 6Jf+to Private CCR Enforcement by l@County.
The parties acknowledge and agree that nothing in this Agteement 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 JefferserCounty Auditor after
the effective date of this Agreement.
The parties further acknowledge and agree that Jeffersenthe County bears no responsibility
forthe 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.
11.24 #F,ntire Agreement
This Development Agreement consists of the Resolution approving the agreement, the
Agreement pp. l+9;***. Exhibits l-4, and Appendices A€T. This Aereement
constitutes the entire aereement between the parties relating to this subject matter. There
are no other agreements. oral or written. except as expressly set forth herein. Except as
specifically provided in this Aereement. this Aereement supersedes all prior or
simultaneous representations. discussions. negotiations. and agreements. whether written
or oral.
11,25 No Assignment.
The Developer represents. warrants and agrees that it has not assisned. transferred.
conveyed. encumbered or in anv manner otherwise disposed of all or any portion of the
32
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Developer's Property or any rights. obligations. or interests of any nature or kind
whatsoever covered by this Aqreement. whether before or after thev occurred. regardless
of whether they have oceurred as of the date of this Agreement.
12 REPRESENTATIONSAI\DWARRANTIES.
Each of the parties represents and warrants that:
(a) Each is fully authorized to enter into this Agreement:
(.b) Each has taken all the necessary actions to duly approve the making and
performance of this Agreement and that no further approval is necessary:
(c) Each has read this Agreement in its entirety and knows the contents of this
Aqreement:
(d) The terms of this Aereement are contractual and not mere recitals: and.
(e) Each have siened this Asreement having obtained the advice of leeal
counsel.
(SIGNATURES FOLLOW ON NEXT PAGE)
JJ
Preliminary Draft
Signatu res
JEFFERSON COUNTY
Jefferson County Board of County Commissioners
By
Chair, Kathleen Kler
Date:
Member, David Sullivan
Member,
6n/2017 2:21 PM
34
Rw
Date:
Rv
Dqte'
Preliminary Draft
APPROVED AS TO FORM:
Philip C. Hunsucker.
Cht"f C",tl D"p"t), Prosecuting Attorney
Dqfe'
Pa#y4haffi€sEPatricia L. Charnas
Director of Community Development
Dafe'
A,*aehment*
6n/2017 2:21 PM
35
Preliminary Draft
PLEASANT HARBOR MARINAAND GILE RESORT, LLP
Bv:
6n/2017 2:21 PM
M. Garth Mann
Its: Manager
Acknowledsement
trxhibit 2 Master Pl
@
in€
4
iefi
+in€
Aee€ndir( Weter auali
Date'
36
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@ive
37
Preliminary Draft 6/7/2017 2:21 PM
STATE OF WASHTNGTON
COLINTY OF
I 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.
(Sisnature of Notarv)
fPrint or stamo name
NOTARY PUBLIC in an
of Washinston. residins at
Mv Aopointment Expires :
)
)
)
SS
38
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List of Attachments
Exhibits:
exhiUitt-t-eqalde
anA Pteasant Harbor
Exhibit 2 - Master Plan Map of the 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 - Phasine Plans (to be supplied)
Appendices:
eooenAixe-UPnzon
eooendix g - Stormwd
Appendix C - Critic
Aooendix D - Land Division Reouirements. Chaoter 18.35 JCC
Appendix E - Land Use Application Procedures Requirements. Chapter 18.40 JCC
Appendix F - Shoreline Master Promam Reouirements. Chaoter 18.25 JCC
eooendix C - edaitl
Appendix H - Coordinated Water System Plan lfrom SEIS]
aooendixt-SewerS
aooendix I - tvtemormA
L Schools Mitieation
2. FirelEMS Mitieation
3. Law Enforcement Mitieation
4. Transportatiorr Milreation
5, Health {are Services Mitieation
6. Housine Mitieation
7. Parks and Recreation Mitieation
Aooendix f - OrOinan
Appendix L - Vegetation Management Plan
Appendix M - Conservation Easement
Appendix N - Water Ouality Monitoring Plan
Appendix O - Neighborhood Water Policy Plan
Anpendix P - Wildlife Manasement Plan
Appendix O - Cultural Resources Management Plan
Appendix R - Tunicate Monitorins Agreement
Appendix S - International Dark Sky
Appendix T - LEED Narrative
39
Exhibit 1
GEGAL DESCRIPTION)
I
Exhibit 1
2
t*y++poirms**E
EXHIB#LT
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 l0l, and
together with leased tidelands supporting the Pleasant Harbor Marina; all as illustrated at
Figure 1-5, page l-4 of the Brinnon Master Planned Resort FEIS issued November 27,
2008.
Parcel A APN 502153002
The Northeastt/q of the Southwestt/a 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 % 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 Ya 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 Washinglon.
Parcel B APN 502153003
The East Yzof the Northwest Y+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.
I
Parcel C APN 502153023
Those portions of Sections l5 and 22, both in Township 25 North, Range 2 West, W.M.,
Jefferson County, Washington, described as follows:
The Southwest t/e of the Southeast Ya 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 Vt of the Southeast Yo, 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 ,lyingSoutherly
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 W est Yz in width of said Government
LotZ, in said Section 22.
Situate in the County of Jefferson, State of Washinglon.
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 Y+ af 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
Yo 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:
A strip of land 250 feet wide lying Easterly of and parallel to the Southeasterly right of
way of State Highway l0l;
2
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 88o 23' 07" West 308.14 feet to the Southeasterly right of way of State
Highway No. l0l, and the true point of beginning;
thence Southwesterly along said Highway, ll7 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.
ParcelFAPN 502152014
Lot 1 of Watertouch Short Plat, as recorded in Volume 2 of Short Plats, pages 205 and206,
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, asrecorded in Volume 2 of Short Plats, pages 205 and206,
records of Jefferson County, Washington, being a portion of Section 15, Township 25
North, Range 2 WesL 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 and206,
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 I described as follows:
aJ
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 Ya 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" East 238.76 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 40o 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,
Parcel J APN 502152012
Lot2, Pleasant Harbor Marina Short Plat, as per plat recorded in Volume 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 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 t/+ 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 345.00 feet;
Situate in the County of Jefferson, State of Washington.
Parcel L APN 502153021
4
Those portions of the Southwest % of the Southeast % 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 feetof 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 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 % 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 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