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110-22 - McCormick Communities, LLC - Contract,Name and Mailing Address fkVA ff. I V NW,U'- � &life 100 MCCORMICK COMMUNITIES LLC Agreement Rec Fee: $ 240.50 K�i(la - WA QRn3' Paul Andrews? K?tsap Co Auditor The Recorder is required to use only the information you provide on this cover sheet to index the document. Type or print legibly. 202210050135 Page: 1 of 38 Document Title(s): eV + c G 1+! O P1+ QrCbar� 0A f� wc�©rrr, Eck 6&mm Qn-J-IeS LL -�or -i� ���iG �oDlr►�n� 4{ F04n a of C&T-h n �ArkIn erNM eA-k acvd Pa'rK f Pact- Fee- Greh; 4.0 Audifor's File Number of Document (s) Referenced: Grantor(s) person(s) that conveys, sells or grants interest in property: Grantee(s) person that buys, receives or to whom conveyance of property is made: Abbreviated Legal Description: • Quarter, Quarter, Section, Township, Range (and Government lot # if applicable); OR • Plat/Condo Name, lot or unit number, building or block number; OR • Short Plat, Large Lot number, lot number and auditor file number PCc� r �Z t, s 4 J Assessor's 14 digit Tax Parcel Number: fee Y h J 04/25/14 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF PORT ORCHARD AND MCCORMICK COMMUNITIES, LLC FOR THE DEVELOPMENT AND FUNDING OF CERTAIN PARK IMPROVEMENTS AND PARK IMPACT FEE CREDITS Contract No. 110-22 THIS DEVELOPMENT AGREEMENT ("Agreement") is made and entered into this 261h day of September 2022, by and between the City of Port Orchard, a non -charter, optional code Washington municipal corporation, hereinafter the "City," and McCormick Communities, LLC, a Washington limited liability company ("McCormick"). City and McCormick are each a "Party" and together the "Parties" to this Agreement. The Parties hereby agree as follows: RECITALS: WHEREAS, the Washington State Legislature has authorized the execution of a development agreement between a local government and a person having ownership or control of real property within its jurisdiction (RCW 36.70B. l 70(l )); and WHEREAS, a development agreement must set forth the development standards and other provisions that shall apply to, govern, and vest the development, use and mitigation of the development of the real property for the duration specified in the agreement (RCW 36.7013. l 70(l )); and WHEREAS, a development agreement must be consistent with the applicable development regulations adopted by a local government planning under chapter 36.70A RCW (RCW 36.70B. 1 70(l)); and WHEREAS, Port Orchard adopted Chapter 20.26 of the Port Orchard Municipal Code ("POMC" or "Code") which establishes the standards and procedures for Development Agreements in Port Orchard; and WHEREAS, Chapter 20.26 POMC is consistent with State law; and WHEREAS, McCormick has applied for a Development Agreement under Chapter 20.26 POMC on July 18, 2022 and such Agreement has been processed consistently with the POMC and State law; and WHEREAS, this Development Agreement by and between the City of Port Orchard and McCormick (hereinafter the "Development Agreement" or "Agreement"), relates primarily to the development of property commonly known as "McCormick West", "McCormick Woods", and "McCormick North" which together comprise hundreds of acres of land presently or previously owned by McCormick as depicted in Exhibits A and B (hereinafter, the "McCormick Property"); and Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 1 of 21 1652897.8 - 366922 -0045 WHEREAS, many acres of the McCormick Property have received preliminary plat approval, and other acres have received final plat approval, and McCormick has sold some of the resulting lots to builders. This Agreement is applicable to all lots within the area depicted on Exhibit B, which includes both McCormick's property and lots sold by McCormick to owners of record who are builders who have authorized McCormick to act as their agent in applying for and executing this Agreement; and WHEREAS, McCormick along with its predecessor have been developing the McCormick Property primarily with residential uses, including installing infrastructure of all types (hereinafter "Development Project"); and WHEREAS, associated with the Development Project, during an earlier phase of the Project McCormick's predecessor donated land for a park known as the McCormick Village Park which was transferred to City ownership in approximately 2010. McCormick's McCormick North Property is adjacent to the McCormick Village Park which is located at 3201 SW Old Clifton Road (Kitsap County Tax Parcel # 042301-3-012-2004) (hereinafter, the "McCormick Village Park"). As part of its continued development of the McCormick Property, McCormick will undertake additional improvements at McCormick Village Park. These additional improvements are called McCormick Village Park Phase 3 and such improvements are included the City's Parks Recreation and Open Space (PROS) Plan. The Parties acknowledge that these improvements are eligible for park impact fee credit pursuant to RC W 82.02.060(5) and POMC 20.182.080; and WHEREAS, the portions of McCormick Village Park Phase 3 that McCormick proposes to complete are estimated in the PROS Plan to cost $1,250,000; and WHEREAS, the past contributions towards McCormick Village Park includes McCormick's payment of $643,743 towards park improvements and these funds should be credited toward payment of future parks impact fees consistent with the 2009 Interlocal Agreement between Kitsap County and Port Orchard (C002-10) relating to Parks, Open Space and Recreation within McCormick Urban Village and McCormick/ULID #6 Urban Growth Area; and WHEREAS, in addition to McCormick Village Park improvements, McCormick will be developing three (3) trail projects that will be dedicated to the public and which are part of the City's Parks Recreation and Open Space (PROS) Plan. These projects are: St. Andrew's Multi - Modal Trail, McCormick West Multi -Modal Trail Phase 1, and McCormick West Multi -Modal Trail Phase 2; and are: WHEREAS, the draft project estimates in the PROS Plan for the trail projects listed above St. Andrew's Multi -Modal Trail (in McCormick Woods) $ 979,012 McCormick West Multi -Modal Trail Phase l $1,468,518 McCormick West Multi -Modal Trail Phase 2 $ 979,012 Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 2 of 21 1652897.8 - 366922 -0045 WHEREAS, this Agreement governs McCormick's improvements to McCormick Village Park, the three multi -modal trail projects, the prior parks payment, and the resulting park impact fee credits; and WHEREAS, except with regard to the park improvements and related park impact fee credits, this Agreement does not establish or modify the standards or conditions for the underlying development which is being undertaken in accordance with applicable code, regulations, and other development agreements, as applicable; and WHEREAS, in consideration of the benefits conferred by this new Agreement, which reflect the current plans of both the City and McCormick and include parks impact fee credits, the Parties deem it in their best interests to enter into this Agreement; and WHEREAS, the City Council held a public hearing on September 13, 2022 regarding this Agreement; and WHEREAS, after a public hearing, by Ordinance No. 036-22, the City Council authorized the Mayor to sign this Agreement with McCormick. AGREEMENT: Section 1. McCormick Property. The legal description of the McCormick Property, which includes lots sold to builders, is depicted on Exhibit A to this Agreement which is attached hereto and incorporated herein by this reference as if set forth in full. A map of the boundaries of the McCormick Property is shown on Exhibit B to this Agreement which is attached hereto and incorporated herein by this reference as if set forth in full. A map of the McCormick Village Park Property is shown on Exhibit C to this Agreement which is attached hereto and incorporated herein by this reference as if set forth in full. The concept drawing of the improvements to McCormick Village Park that McCormick will undertake are shown on Exhibit D to this Agreement which is attached hereto and incorporated herein by this reference as if set forth in full. A map of the St. Andrew's Multi -Modal Trail is shown Exhibit E to this Agreement on which is attached hereto and incorporated herein by this reference as if set forth in full. The planned improvements described as the St. Andrew's Multi -Modal Trail which McCormick will undertake are shown on Exhibit F to this Agreement which is attached hereto and incorporated herein by this reference as if set forth in full. A map of the McCormick West Multi -Modal Trail Phases 1 and 2 is shown on Exhibit G to this Agreement which is attached hereto and incorporated herein by this reference as if set forth in full. The planned improvements described as the McCormick West Multi -Modal Trail Phases l and 2 which McCormick will undertake are shown on Exhibit H to this Agreement which is attached hereto and incorporated herein by this reference as if set forth in full. A list of home builders to whom McCormick has sold lots within the McCormick Property at the time of execution of this Agreement, and who have signed agency agreements with McCormick, is attached as Exhibit I to this Agreement and incorporated by this reference as if set forth in full Section 2. Park Improvements. Pursuant to this Agreement, McCormick shall be Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 3 of 21 1652897.8 - 366922 -0045 responsible for the construction of the McCormick Village Park Phase 3 Improvement Project, the St. Andrew's Multi -Modal Trail, and the McCormick West Multi -Modal Trail Phases 1 and 2, all as defined herein (hereinafter "Park Improvements"). The Park Improvements shall serve both the general public and the McCormick Property, amongst other properties within the vicinity. The Park Improvements shall be eligible for park impact fee credits as provided in Section I I of this Agreement. Section 3. Definitions. As used in this Agreement, the following terms, phrases, and words shall have the meanings and be interpreted as set forth in this Section. a) "Adopting Ordinance" means the Ordinance which approves this Agreement, as required by RCW 36.7013.200 and Chapter 20.26 POMC. b) "City" means the City of Port Orchard. c) "Commence construction" as to each of the Park Improvements means that the City has issued all required permit(s) and McCormick has deployed construction equipment and personnel to the site of the Park Improvement Project. d) "Completion" as to each of the Park Improvements means compliance with the tasks described in Section 9 of this Agreement. e) "Council" or "City Council" means the duly elected legislative body governing the City of Port Orchard. fj "Director" means the City's Public Works Director. g) "Effective Date" means the effective date of this Agreement, which shall be the date upon which the last Party executes the Agreement. h) "Maximum Park Impact Fee Credit" means the maximum amount of a credit towards park impact fees that is eligible for Park Improvements completed under this Agreement as well as for prior park improvements and contributions for which park impact fee credits will be provided by the City to McCormick. The Maximum Park Impact Fee Credit shall be limited to the total park impact fees due on the Project, the estimated cost for the Park Improvement Projects as set forth in the CIP/PROS Plan ($5,320,285), or the actual costs incurred by McCormick (as determined by the final certified costs), whichever amount is less. i) "McCormick" means McCormick Communities, LLC. D "McCormick Successors" means the builders to whom McCormick has sold or will sell lots within the McCormick Property. k) "Park Improvements", "Park Improvement" or "Park Improvement Project(s)" means the four Park Improvement Projects listed in Section 2 above. When used in plural, it refers to two Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 4 of 21 1652897.8 - 366922 -0045 or more of the individual projects, when used singular, it refers to one of the four specific projects. Park Improvements shall be as specified in Section 2, as provided for in all associated permits/approvals, whether now in place or to be issued in the future, and as described in all incorporated exhibits. l) "Parks, Recreation and Open Space Plan" or "PROS Plan" is the Parks, Recreation and Open Space Plan adopted by the Port Orchard City Council. Section 4. Exhibits. Exhibits to this Agreement are as follows: a) Exhibit A — Legal Description of the McCormick Property. b) Exhibit B — Map of the McCormick Property which defines the area where park impact fee credits may be applied. c) Exhibit C — Map of McCormick Village Park Property. d) Exhibit D — McCormick Village Park Improvement Project Conceptual Drawing. e) Exhibit E — Map of St. Andrew's Multi -Modal Trail. f) Exhibit F — St. Andrew's Multi -Modal Trail Project Trail Sections. g) Exhibit G — Map of McCormick West Multi -Modal Trail Phases 1 and 2 h) Exhibit H — McCormick West Multi -Modal Trail Phases I and 2 Trail Sections. i) Exhibit I — List of McConnick Successors to whom lots have been sold and who have signed agency agreements with McCormick. Section 5. Parties to Development Agreement. The Parties to this Agreement are: a) The "City" is the City of Port Orchard, whose office is located at 216 Prospect Street, Port Orchard, WA 98366. b) "McCormick" or "McCormick Communities, LLC" is a private enterprise which owns the majority of the McCormick Property in fee, and whose principal office is located at 12332 NE I I5th Place, Kirkland, WA 98033. c) "McCormick Successors" are builders to whom McCormick has sold or will sell lots within the McCormick Property. McCormick is executing this Agreement on behalf of itself and the McCormick Successors to whom lots have been sold at the time of execution of this Agreement, for whom McCormick is serving as agent and has provided the agency agreements to the City. A list of McCormick Successors who have signed agency agreements appointing McCormick to act as their agent for this Agreement is attached to this Agreement as Exhibit I and incorporated herein by this reference as if set forth in full. The McCormick Successors are eligible for impact fee credits under the terms of this Agreement, provided adequate credit exists when these property owners, or their successors or assigns, apply for permits and are assessed Park Impact Fees. Section 6. Park Improvements are System Improvements that will be Dedicated to Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 5 of 21 1652897.8 - 366922 -0045 the City upon Completion. It is agreed among the Parties that the Park Improvements described in this Agreement are system improvements for which credits are required pursuant to RCW 82.02.060(5), provided that the City has no interest in these system improvements until such time as each improvement is completed and dedicated to the City as provided in this Agreement. Section 7. Term of Agreement. This Agreement shall commence upon the effective date of this Agreement and shall continue in force for a period of twenty (20) years unless extended or terminated as provided herein. Following the expiration of the term or extension thereof, or if sooner terminated, this Agreement shall have no force and effect except for such sections which are specifically intended to survive expiration or termination. Section 8. Project Schedule. Subject to the City's issuance of all necessary permits and approvals, McCormick will commence construction of each Park Improvement on the following schedule: a) McCormick Village Park Phase 3: i. The McCormick Village Park Improvement Project requires a minimum of two permits: (a) Land Disturbing Activity Permit ("LDAP"); and (b) Right of Way Permit ("ROW Permit") (collectively, the "McCormick Village Park Improvement Permits"). Prior to applying for the necessary permits, McCormick shall obtain the Director's approval of a concept level plan for the McCormick Village Park Improvement Project that is consistent with Exhibits C and D. ii. Upon issuance of the McCormick Village Park Improvement Permits, McCormick shall commence construction of the McCormick Village Park Improvement Project within one hundred and eighty (180) days and proceed in a timely and workmanlike fashion through completion, provided however, McCormick shall be solely responsible for the means and methods for construction sequencing and phasing. McCormick shall complete the McCormick Village Park Improvement Project no later than October 1, 2026, provided that McCormick is not responsible for delay attributable to the City. b) St. Andrew's Multi -Modal Trail: i. The St. Andrew's Multi -Modal Trail Park Improvement Project requires a minimum of two permits: (a) Land Disturbing Activity Permit ("LDAP"); and (b) Right of Way Permit ("ROW Permit") (collectively, the "St. Andrew's Trail Park Improvement Permits"). Prior to applying for the necessary permits, McCormick shall obtain the Director's approval of a concept level plan for the St. Andrew's Trail Park Improvement Project that is consistent with Exhibits E and F. Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 6 of 21 1652897.8 - 366922 -0045 ii. Upon issuance of the St. Andrew's Trail Park Improvement Permits, McCormick shall commence construction of the St. Andrew's Trail Park Improvement Project within one hundred and eighty (l 80) days and proceed in a timely and workmanlike fashion through completion, provided however, McCormick shall be solely responsible for the means and methods for construction sequencing and phasing. iii. McCormick shall complete the St. Andrew's Trail Park Improvement Project no later than January 2, 2033. c) McCormick West Multi -Modal Trail Phase 1: i. The McCormick West Multi -Modal Trail Phase 1 Park Improvement Project requires a minimum of two permits: (a) Land Disturbing Activity Permit ("LDAP"); and (b) Right of Way Permit ("ROW Permit") (collectively, the "McCormick West Phase 1 Trail Park Improvement Permits"). Prior to applying for the necessary permits, McCormick shall obtain the Director's approval of a concept level plan for the McCormick West Phase l Trail Park Improvement Project that is consistent with Exhibits G and H. ii. Upon issuance of the McCormick West Phase 1 Trail Park Improvement Permits, McCormick shall commence construction of the McCormick West Phase 1 Trail Park Improvement Project within one hundred and eighty (180) days and proceed in a timely and workmanlike fashion through completion, provided however, McCormick shall be solely responsible for the means and methods for construction sequencing and phasing. McCormick shall complete the McCormick West Phase 1 Trail Park Improvement Project no later than March 15, 2023. d) McCormick West Multi -Modal Trail Phase 2: i. The McCormick West Multi -Modal Trail Phase 2 Park Improvement Project requires a minimum of two permits: (a) Land Disturbing Activity Permit ("LDAP"); and (b) Right of Way Permit ("ROW Permit") (collectively, the "McCormick West Phase 2 Trail Park Improvement Permits"). Prior to applying for the necessary permits, McCormick shall obtain the Director's approval of a concept level plan for the McCormick West Phase 2 Trail Park Improvement Project that is consistent with Exhibits I and J. ii. Upon issuance of the McCormick West Phase 2 Trail Park Improvement Permits, McCormick shall commence construction of the McCormick West Phase 2 Trail Park Improvement Project within one hundred and eighty (180) days and proceed in a timely and workmanlike fashion through completion, provided however, McCormick shall be solely responsible for the means and methods for construction sequencing and phasing. Such construction phasing may include two separate phases of completion. Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 7 of 21 1652897.8 - 366922 -0045 iii. McCormick shall complete the McCormick West Phase 2 Trail Park Improvement Project no later than January 2, 2033. Section 9. Park Improvement Project standards applicable to all Park Improvements. a) General. McCormick will design and construct each of the Park Improvement Projects to comply with City standards, including obtaining all necessary permits, not to be unreasonably withheld or conditioned by the City. The applicable "City standards" include the applicable exhibits attached to this Agreement, the McCormick Village Park Master Plan, the City's PROS plan, as well as the applicable City codes which are in effect at the time of application. The City will approve the plans before construction begins; and the City will accept responsibility for the operation of each of the Park Improvement Projects once each is completed, the applicable Park Improvement Project has been accepted, and a two-year warranty and maintenance bond is in place. A Park Improvement Project will be deemed completed when all of the following occurs: 1. The City deems it substantially complete; 2. All punch list items are finished; 3. The City releases the performance bond; 4. McCormick has put a 2-year warranty and maintenance bond in place; 5. McCormick has completed all necessary property dedications; 6. The City has accepted the dedications, such approval not to be unreasonably withheld or conditioned; and 7. McCormick has provided the City with a Bill of Sale for the improvements containing the certified construction costs (stamped by licensed engineer) to the City for determination of the maximum credits available under this Agreement. The City will confirm completeness of each Park Improvement Project by issuing a Final Notice of Completeness to McCormick. b) Park Improvement Project. Each Park Improvement Project will include design, permitting, and construction at McCormick's sole cost and expense of all or a portion of the Park Improvement Project as identified in the PROS Plan 2022-2043 CIP. For the McCormick Village Park Phase 3 Improvement Project (Project PK9), McCormick will construct certain components of Project PK9, specifically the following components: entry plaza, trail and frontage improvements, and parking on McCormick Village Drive. For the three Multi -Modal Trails Projects (TRI l St. Andrews, TR12 McCormick West Trails Phases 1 and 2), McCormick will be constructing all of the components contained in the PROS Plan 2022-2043 CIP description. Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 8 of 21 1652897.8 - 366922 -0045 Each Improvement Project shall meet the City standards for park development and shall provide the components that are described in Exhibits applicable to each project, with such conditions as the City deems applicable and appropriate in the applicable approved Park Improvement Permits; provided, however, the City shall not add conditions to the Park Improvement Projects that are inconsistent with the exhibits describing the applicable Park Improvement Project unless agreed by both Parties. c) Each Park Improvement Project construction work shall be secured by a Performance Bond at 150% of the estimated construction cost, except as otherwise provided in Section 1 I .c below. The Performance Bond shall be in place prior to McCormick commencing work on each Park Improvement Project. Prior to City acceptance, the construction of the Park Improvement Project shall be inspected by the City, approval of which shall not be unreasonably withheld. In addition to the requirements in Section 9.a above, the City's final approval of each Park Improvement Project shall be conditioned upon receipt from McCormick a two (2) year Maintenance Bond at 20% of the construction costs, which shall be effective upon the City's release of the Performance Bond. Upon acceptance of the Bill of Sale, the City shall release the Performance Bond and shall accept full responsibility for the Park Improvement Project, except for those maintenance obligations of McCormick secured by the two-year Maintenance Bond. Upon the City's acceptance of the Park Improvement Project, McCormick shall not be responsible for any further costs, maintenance or liability for the Park Improvement Project. This provision survives the Termination of this Agreement. Section 10. Park Improvement Projects — Costs and Credits. a) The Maximum Park Impact Fee Credit for the Park Improvement Projects to be built by McCormick under this Agreement shall be limited to the total park impact fees due on the Project, the estimated cost for the Park Improvement Projects as set forth in the CIP/PROS Plan ($5,320,285), or the actual costs incurred by McCormick ("certified costs"), whichever amount is less. The "actual costs" incurred by McCormick will be equal to the certified costs for each such Park Improvement Project and may include the costs for bonding. The credits provided under Section 1 1 below are limited to this Maximum Park Impact Fee Credit. Once the Maximum Park Impact Fee Credit has been achieved through credits applied to McCormick for the Development Project, McCormick would be required to comply with the impact fee provisions of the Code for any further development of the McCormick Property that requires payment of park impact fees, including payment of any park impact fees incurred over and above the Maximum Park Impact Fee Credit. b) At the time of this Agreement, the Parties agree that estimated the Maximum Park Impact Fee Credit is: Project Name Maximum Proiect Amount Lump Sum Credit per KC/PO ILA $ 643,743.00 McCormick Village Park Phase 3 $ 1,250,000.00 Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 9 of 21 1652897.8 - 366922 -0045 St. Andrews Multi -Modal Trail $ 979,012.00 McCormick West Multi -Modal Trail Phase 1 $1,468,518.00 McCormick West Multi -Modal Trail Phase 2 $ 979,012.00 Subtotal Estimated Max Park Project Credit $5,320,285.00 c) At the time of this Agreement, the Parties Agree the estimated Maximum Park Impact Fee Credit per Dwelling Unit is $2,008.00. This is calculated by taking the Estimated Maximum Park Impact Fee Credit ($5,320,285) and dividing it by 2,650 dwelling units. If a future City Council adopts a park impact fee that is equal to or less than the Maximum Park Impact Fee Credit per Dwelling Unit amount, then the Maximum Park Impact Fee Credit per Dwelling Unit shall be reduced to equal no more than 90 percent of the then -park impact fee amount. in such case, park impact fee credits may extend beyond 2,650 units until the Maximum Park Impact Fee Credit is exhausted or this Agreement expires, whichever happens first. d) The per Dwelling Unit calculation of impact fees is based on housing types as set forth in the City's adopted park impact fee schedule, as it may be amended from time to time. However, McCormick has proposed to build some non-traditional housing types which do not currently have a fixed parks impact fee rate. These non-traditional housing types may include Paseo Homes (cluster cottage type housing) as well as Small House (small footprint single family homes) with accessory dwelling units (ADU). For the Paseo homes, the maximum square footage for purpose of this section for each unit is 1,250 SF. For Small House with ADU, the maximum square footage for the purposes of this section is 1,850 SF for the Small House and 1,000 SF, not including any attached garage, for the ADU. For purposes of calculating applicable parks impact fees, the Parties agree that if constructed as described herein, the Paseo Homes will have park impact fees calculated based on an assumed persons per household occupancy of 2.01 and the Small House with ADU will have park impact fees calculated based on an assumed persons per household occupancy of 2.05 per unit (i.e., 2.05 for the house, 2.05 for the ADU) or 4.1 for both. Units that exceed the limitations of this section shall be treated as single family dwelling units or the most applicable similar dwelling unit type adopted by the City. Section 11. Park Impact Fee Credits. The City hereby grants McCormick a credit against park impact fees for its costs to design and construct the Park Improvement Projects. The credits will be calculated and applied as follows: a) Application of Park Impact Fee Credits. Park Impact Fee Credits will be applied up to the Maximurn Park Impact Fee Credit value for the 20-year term described in Section 7, or until the Maximum Park Impact Fee Credit is fully exhausted, whichever occurs first. If there is not enough park impact fee credit remaining to provide the full $2,008.00 credit, then the City will only provide a partial (or no) credit depending on the Maximum Park Impact Fee Credit value remaining. The credits will be applied per dwelling unit in the McCormick Property boundaries as shown on Exhibit B. The Maximum Park Impact Fee Credit per Dwelling Unit will be $2,008.00 per dwelling Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 10 of 21 1652897.8 - 366922 -0045 unit, however, in no case shall the total of the park impact fee credits exceed the total of park impact fees due. The Maximum Park Impact Fee Credit hereunder is an estimate only based on the CIP/PROS Plan project cost estimates of the components constructed by McCormick. The Parties will determine the final Maximum Park Impact Fee Credit in accordance with the certification procedures set forth in Section 12. If the certified costs are less than $5,320,285, then the fixed credit in the amount of $2,008.00 per dwelling unit will still be applied but only to the extent needed to capture the Maximum Park Impact Fee Credit, i.e., the total credits provided will never exceed the certified project costs or the Maximum Park Impact Fee Credit, whichever is less. This means that some of the 2,650 estimated dwelling units may receive partial or no park impact fee credit so that the total credits provided will never exceed either the certified project costs or Maximum Park Impact Fee Credit, whichever is less. b) The City agrees that these credits are consistent with RCW 82.02.060(5) and that they are consistent with POMC 20.182.080. c) Given that McCormick already has a credit in the amount of $643,743, the issuance of the park impact fee credits may begin upon the effective date of this Agreement. Provided, however, that when the total park impact fee credits issued under this Agreement exceed $500,000 and/or are otherwise within $150,000 of the credits then - earned by McCormick (i.e., by completion of one or more Park Improvement Projects or posting of performance bonds), the City may suspend issuing credits until such time as McCormick either posts the required performance bond (to be approved by the City) or substantially completes one or more Park Improvement Projects thus increasing the "credits earned" to more than $150,000 over the amount of the credits issued by the City. This right to suspend credits will terminate once all Park Improvement Projects set forth in this Agreement are completed. McCormick agrees that the City's suspension of issuance of credits consistent with the terms hereunder shall neither create a basis for appeal of any permit nor create any right of action against the City for such suspension. Section 12. Certification of Project Costs. Upon completion of each of the McCormick Park Improvement Projects as described in Section 9 above, McCormick shall submit certified project costs to the City for review and acceptance by the City Engineer. Once these costs and the executed Bill of Sale are reviewed and accepted by the City Engineer, not to be unreasonably withheld, conditioned, or delayed, the Maximum Park Impact Fee Credit due to McCormick for that Park Improvement Project will be established for the duration of this Agreement. When all Park Improvement Projects are completed and the costs have been certified, then the Maximum Park Impact Fee Credit will be fully established under this Agreement. The Maximum Park Impact Fee Credit will equal the amount so certified, or a lessor amount in accordance with Section 10.a. If the Maximum Park Impact Fee Credit due is less than the certified project costs of the McCormick Village Park Project, then the City will continue to apply the $2,008.00 credit until the Maximum Park Impact Fee Credit is reached, or this Agreement expires, whichever occurs Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 11 of 21 1652897.8 - 366922 -0045 first. McCormick acknowledges, accepts and agrees that this may result in some of the 2,650 dwelling units within McCormick Property (Exhibit B) receiving no (or only a partial) park impact fee credit as the full reimbursement of the Maximum Impact Fee Credit is reached. Section 13. Dedication of Public Lands; Valuation. McCormick shall dedicate the land that it owns that is needed to construct each of the Park Improvement Projects as defined in Exhibits C — J, provided, however, McCormick shall be able to include the fair market value of such dedications into the project costs for certification as provided in this Agreement up to the maximum credit amount. Any dedications needed to construct the McCormick Park Improvement Projects shall be completed prior to the City's acceptance of the applicable Park Improvement Project. The Parties will determine the fair market value of any dedication of property as follows: McCormick will hire a certified property appraiser, pay for the appraisal, and provide a copy of that appraisal report to the City. The City shall use its best efforts to review the appraisal report and provide a response to McCormick on the valuation within 30 days of receipt. If both the City and McCormick agree that the appraisal is fair and reasonable, then the appraised value will be accepted as the fair market value for any property dedications hereunder. If the City disagrees with the appraisal, then the City may hire its own appraiser to perform a second appraisal at the McCormick's expense. The date for valuation purposes shall be the same as used in McCormick's appraisal. The City shall use its best efforts to obtain an appraisal report within 60 days of notice to McCormick of its disagreement with McCormick's appraisal. If that second City -initiated appraisal is within ten (10) percent of the value established by the first McCormick -initiated appraiser, then the Parties will take the mid -point between the two appraisals and use that as the fair market value. If the appraisals are more than 10 percent apart, the Parties have the option of agreeing to a value or establishing another method to set the fair market value of the property. Section 14. Default. a) Subject to extensions of time by mutual consent in writing, failure, or delay by either Party to perform any term or provision of this Agreement shall constitute a default. In the event of alleged default or breach of any terms or conditions of this Agreement, the Party alleging such default or breach shall give the other Party not less than thirty (30) days' advance notice in writing, specifying the nature of the alleged default and the manner in which said default may be cured. During this thirty (30) day period, the Party charged shall not be considered in default for purposes of termination or institution of legal proceedings. b) After notice and expiration of the thirty (30) day period, if such default has not been cured or is not being diligently cured in the manner set forth in the notice, the other Party to this Agreement may, at its option, institute legal proceedings pursuant to this Agreement. In addition, the City may decide to file an action to enforce the City's Codes, and to obtain penalties and costs as provided in the POMC for violations of the Code. Section 15. Termination. This Agreement shall terminate twenty (20) years after effective date. At either Party's request upon termination of this Agreement, the City shall record a notice Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 12 of 21 1652897.8 - 366922 -0045 of such termination in a form satisfactory to the Parties that the Agreement has been terminated. Section 16. Extension. Any request for extension shall be subject to the provisions contained in POMC Chapter 20.26 POMC. Section 17. Effect upon Termination on McCormick. Termination of this Agreement as to McCormick shall not affect any of McCormick's respective obligations to comply with the City Comprehensive Plan and the terms and conditions or any applicable zoning code(s) or other land use entitlements approved with respect to the Property, or obligations to pay assessments, liens, fees, or taxes. Furthermore, if the Agreement expires without the Park Improvement Projects costs being fully recovered by impact fee credit, McCormick will no longer be eligible to receive such credits. Section 18. Effects upon Termination on City. Upon any termination of this Agreement as to the McCormick Property, or any portion thereof, the City will be under no obligation to provide any additional credits or reimbursement to McCormick even if the Park Improvement Projects costs have not been fully recovered at the time of expiration or termination. Section 19. Assignment and Assumption. McCormick shall have the right to sell, assign or transfer this Agreement with all rights, title, and interests therein to any person, firm, or corporation at any time during the term of this Agreement with a sale of the underlying property that has not been sold to McCormick Successors. If McCormick intends to sell, assign or transfer pursuant to Section 22 below, McCormick shall provide the City with written notice of intent to do so at least 30 calendar days in advance of such action; provided; however, failure to strictly comply with the 30 calendar day notice provision shall not be considered a breach of this Agreement. Section 20. Binding on Successors; Covenants Running with the Land. The conditions and covenants set forth in this Agreement and incorporated herein by the Exhibits shall run with the land and the benefits and burdens shall bind and inure to the benefit of the City and McCormick, provided that the McCormick Successors and their successors shall benefit from this Agreement by being eligible for impact fee credit but are not required to construct the Park Improvements. McCormick shall remain burdened by the requirement to construct the Park Improvements except by transferring its portion of the McCormick Property and this Agreement pursuant to Section 22 below. Section 21. Amendment to Agreement; Effect of Agreement on Future Actions. No waiver, alteration, or modification to any of the provisions of this Agreement shall be binding unless in writing, signed by the duly authorized representatives of the City and McCormick, be consistent with Chapter 20.26 POMC, and, where considered substantive as determined by the Director, follow the same procedures set forth in Chapter 20.26 POMC. However, nothing in this Agreement shall prevent the City Council frorn making any amendment to its Comprehensive Plan, Zoning Code, Official Zoning Map or development regulations, or to impacts fees that affect the McCormick Property, or the properties owned by the McCormick Successors, in the same manner as other properties, after the Effective Date of this Agreement. Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 13 of 21 1652897.8 - 366922 -0045 Section 22. General release. McCormick may free itself from further obligations relating to the sold, assigned, or transferred property, provided that the buyer, assignee, or transferee expressly assumes the obligations under this Agreement as provided herein, including the obligation to construct the Park Improvement Projects. Section 23. Reimbursement for Agreement Expenses of the City. McCormick agrees to reimburse the City for actual expenses incurred over and above fees paid by McCormick as an applicant incurred by City directly relating to this Agreement, including recording fees, publishing fees, attorneys' fees, and reasonable staff and consultant costs not otherwise included within application fees. Upon payment of all expenses, McCormick may request written acknowledgement of all fees. Such payment of all fees shall be paid, at the latest, within thirty (30) days from the City's presentation of a written statement of charges to McCormick. Section 24. Applicable Law, Resolution of Disputes, and Attorneys' Fees. It is the Parties' intent to work cooperatively and to resolve disputes in an efficient and cost-effective manner. All disputes arising out of or relating to this Agreement shall be resolved as follows: a) Settlement Meeting. If any dispute arises between the City and McCormick relating to this Agreement, then these Parties shall meet and seek to resolve the dispute, in good faith, within ten (10) working days after a Party's request for such a meeting. The City shall send the Mayor, Community Development Director, Public Works Director, and/or the Mayor's designee and any persons with information relating to the dispute, and McCormick shall send an owner's representative and any consultant or other person with technical information or expertise related to the dispute. b) Court. If the City and McCormick cannot resolve the matter in a settlement meeting, then jurisdiction of any resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. The non -prevailing Party in any action brought to enforce this Agreement shall pay the other Parties' expenses and reasonable attorney's fees. Section 25. No Third -Party Beneficiaries. Except as otherwise provided herein, this Agreement shall not create any rights enforceable by any party who is not a Party to this Agreement. Section 26. City's right to breach. The Parties agree that the City may, without incurring any liability, engage in action that would otherwise be a breach if the City makes a determination on the record that the action is necessary to avoid a serious threat to public health and safety, or if the action is required by federal or state law. Section 27. McCormick's Compliance. The City's duties under the Agreement are expressly conditioned upon McCormick's substantial compliance with each and every term, condition, provision, and/or covenant in this Agreement, including all applicable federal, state, and local laws and regulations and McCormick's obligations as identified in any approval or project permit for the property identified in this Agreement. Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 14 of 21 1652897.8 - 366922 -0045 Section 28. Limitation on City's Liability for Breach. Any breach of this Agreement by the City shall give rise only to damages under state contract law and shall not give rise to any liability under Chapter 64.40 RCW, the Fifth and Fourteenth Amendments to the U.S. Constitution, or similar state constitutional provisions. Section 29. Third Party Legal Challenge. In the event the City's approval of this Agreement is appealed under the Land Use Petition Act, Chapter 36.70C RCW, the City may elect to tender the defense of such appeal to McCormick. In the event of such tender, McCormick shall hold the City harmless from and defend the City from all costs and expenses incurred in the defense of such appeal. In addition, McCormick will defend, indemnify and hold the City, its officers, officials, employees, and volunteers harmless from any claims, injuries, damages, losses, or suits, including attorneys' fees, arising out of (1) the City's suspension of issuance of impact fee credits hereinunder in accordance with Section 11, or (2) McConnick's role as agent for any other party in negotiating, implementing or performing this Agreement. Section 30. Specific Performance. The City and McCormick specifically agree that damages are not an adequate remedy for breach of this Agreement, and that these Parties are entitled to compel specific performance of all material terms of this Agreement by the Party in default hereof. Section 31. Recording. This Agreement shall be recorded against the McCormick Property with the real property records of the Kitsap County Auditor. During the term of the Agreement, it is binding upon the owners of the property and any successors in interest to such property. Section 32. Severability. This Agreement does not violate any federal or state statute, rule, regulation or common law known; but if any provision is found to be invalid or in violation of any statute, rule, regulation or common law, the Parties will work together in good faith to determine which remaining provisions in the Agreement remain viable and in effect. Section 33. Non -Waiver of Breach. The failure of a Party to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements, or options, and the same shall be and remain in full force and effect. Section 34. Written Notice. All written communications regarding enforcement or alleged breach of this Agreement shall be sent to the City and McCormick in accordance with this Section. Notices, demands, correspondence to the City and/or McCormick (as applicable) shall be sufficiently given if dispatched by pre -paid first-class mail to the addresses of the Parties as designated below. Notice to the City shall be to the attention of both the City Clerk and the City Attorney. Notices to successors -in -interest of McCormick shall be required to be given by the City only for those successors -in -interest who have given the City written notice of their address for such notice. The Parties hereto may, from time to time, advise the other of new addresses for such notices, demands or correspondence. Unless otherwise specified, any written notice hereunder shall become effective upon the date of both emailing and mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated below: Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 15 of 21 1652897.8 - 366922 -0045 MCCORMICK COMMUNITIES, LLC: Eric Campbell 12332 NE 1 15" Place Kirkland, WA 98033 eric(c4m soeroupl Ic.com Nick Tosti 805 Kirkland Avenue, Suite 200 Kirkland, WA 98033 n icktosti (cr�amai I.com CITY: Mayor City of Port Orchard 216 Prospect Street Port Orchard WA 98366 routaansuuCa citvofoortorchard.us Copies shall also be transmitted to the City Clerk and City Attorney at the above address. Section 35. Time is of the essence. All time limits set forth herein are of the essence. The Parties agree to perform all obligations under this Agreement with due diligence. Section 36. Covenant of Good Faith and Cooperation. The City and McCormick agree to take further actions and execute further documents, eitherjointly or within their respective power and authority, to implement the intent of this Agreement. Each Party covenants to use its best efforts and work cooperatively in order to secure the benefits and rights under this Agreement. The Parties shall not unreasonably withhold approvals or consents provided for in this Agreement. Each Party shall execute and deliver to the other all further documents as are reasonably necessary to carry out this Agreement as may be necessary to provide a Party with a full and complete enjoyment of its rights and privileges under this Agreement. Section 37. Interpretation. This Agreement has been reviewed and revised by legal counsel for both Parties, and no presumption or rule construing ambiguity against the drafter of the document shall apply to the interpretation or enforcement of this Agreement. Section 38. Counterparts. The Agreement may be signed in two or more counterpart copies with the same effect as if the signature of each counterpart copy were on a single instrument. Each counterparty shall be deemed as an original as to the Party whose signature it bears, and all such counterparts shall constitute one document. Section 39. Entire Agreement. The written provisions and terms of this Agreement, together with the Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the parties, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner whatsoever, this Agreement. The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement and exhibits thereto. IN WITNESS WHEREOF, the parties have executed this Agreement on this _ day of , 2022. Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 16 of 21 1652897.8-366922-0045 NOTARY BLOCK FOR PORT ORCHARD STATE OF WASHINGTON ) ) ss. COUNTY OF KITSAP ) I certify that I know or have satisfactory evidence that Mr. Rob Putaansuu is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Mayor of Port Orchard to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. late 0?(e 202&:2 ).'Fiss�onF•. L'� `oF 5-20 II : G ?? ' NOTAgY 41�.."a • _ Nam PUBLIC tia: WASH \N\\\\\ Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 18 of 21 1652897.8-366922-0045 (print or type name) NOTARY PUBLIC in and for the Sttqt,qpWashington,,resicQng at: My Commission expires: //T McCORMICK COMMUNITIES, LLC By: Its: G 0. Vg�.- APPROVED AS TO FORM: Patrick Schneider Attorney for McCormick Communities, LLC MCCORMICK COMMUNITIES, LLC As Agent for McCormick Successors By Its: Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 17 of 21 1652897.8 - 366922 -0045 CITY OF PORT ORCHARD By:�.L;Z2 Rob Putaansuu Its: Mayor APPROVED AS TO FORM: 014-9&� Je i r S. Robertson A ey for Port Orchard ATTEST: I APO randy Wallace, em , 4qn'l C Port Orchard Cit °O1lar r Y.GI�Mdcn1., SEAL a.00 90.' NOTARY BLOCK FOR McCORMICK COMMUNITIES, LLC STATE OF WASHINGTON } ss. COUNTY OF L NCr ) I certify that I know or have satisfactory evidence that 011c ca^iDi "(.. is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the _ w* 4;+oG '4',0n4di? of Me&a)-cult Cwj--P"XsrZd to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. Dated: �ir'�c a&-rfl- 3 a 20 Z 2 Fam luey Notary Public te of Washington ntment Expires 08/2020 Commil Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 19 of 21 1652897.8 - 366922 -0045 (print or type name) NOTARY PUBLIC in and for the State of Washington, residing at:_ ItN6 C....JvTY My Commission expires: qItQ1ZC NOTARY BLOCK FOR McCORMICK COMMUNITIES, LLC AS AGENT FOR McCORMICK SUCCESSORS STATE OF WASHINGTON } ) ss. COUNTY OF 7,pj G ) I certify that I know or have satisfactory evidence that agXr- is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the agent for the parties listed on Exhibit I to this Agreement to be the free and voluntary act of such Party for the uses and purposes mentioned in the instrument. Dated: 5E+P7*�aerjz I a 20 2 Z G%0i 4'-L.;4 M 14. MZ&-y (print or type name) I Ilam luey NOTARY PUBLIC in and for the Notary PUbIfC State of Washington, residing at:_ State of Washington kz& t, Cw%.,FTy My Appointment Expires 4/18/2026 omml sin umber 22017366 My Commission expires: c4 IsPl7C Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 20 of 21 1652897.8 - 366922 -0045 ATTACHED EXHIBITS Exhibit A — Legal Description of the McCormick Property. Exhibit B — Map of the McCormick Property which defines the area where park impact fee credits may be applied. Exhibit C — Map of McCormick Village Park Property. Exhibit D — McCormick Village Park Improvement Project Conceptual Plan. Exhibit E — Map of St. Andrew's Multi -Modal Trail. Exhibit F — St. Andrew's Multi -Modal Trail Project, including components. Exhibit G — Map of McCormick West Multi -Modal Trail Phases 1 and 2. Exhibit H — McCormick West Multi -Modal Trail Phases 1 and 2 Trail Sections. Exhibit I — List of McCormick Successors to whom lots have been sold and who have signed agency agreements with McCormick. Development Agreement for Funding Park Improvements McCormick Communities, LLC Page 21 of 21 1652897.8 - 366922 -0045 Exhibit A Legal Descriptions And Parcel Numbers PARCELS 1-8 ARE LOCATED IN MCCORMICK NORTH PARCELI: RESULTANT PARCEL A OF BOUNDARY LINE ADJUSTMENT SURVEY RECORDED UNDER AUDITOR'S FILE NO. 201610250060, IN VOLUME 83 OF SURVEYS, PAGES 76,77 AND 78, RECORDS OF KITSAP COUNTY, WASHINGTON, BEING A PORTION OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 4, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 042301-3-01 1-2005 PARCEL 2: TRACTS FD-I, MCCORMICK WOODS NORTH PHASE 111, DIVISION 2, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 201 THROUGH 2O7, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5695-000-080-0002 PARCEL 3: TRACT FD-2, MCCORMICK WOODS NORTH PHASE III, DIVISION 2, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 201 THROUGH 2O7, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5695-000-081-0001 PARCEL 4: TRACT FD-3, MCCORMICK WOODS NORTH PHASE III, DIVISION 2, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 201 THROUGH 2O7, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5695-000-082-0000 PARCEL 5: TRACT FD-4, MCCORMICK WOODS NORTH PHASE III, DIVISION 2, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 201 THROUGH 2O7, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5695-000-083-0009 PARCEL 6: TRACT FD-5, MCCORMICK WOODS NORTH PHASE III, DIVISION 2, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 201 THROUGH 2O7, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5695-000-084-0008 PARCEL 7: LOTS 1 THROUGH 21, INCLUSIVE, AND 50 THROUGH 66, INCLUSIVE, MCCORMICK WOODS NORTH PHASE III, DIVISION 2, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 201 THROUGH 2O7, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5695-000-001-0008, 5695-000-002-0007, 5695-000-003-0006, 5695-000-004-0005, 5695-000-005-0004, 5695-000-006-0003, 5695-000-007-0002, 5695-000-008-0001, 5695-000-009-0000, 5695-000-010-0007, 5695-000-011-0006, 5695-000-012-0005, 5695-000-013-0004, 5695-000-014-0003, 5695-000-015-0002, 5695-000-016-0001, 5695-000-017-0000, 5695-000-018-0009, 5695-000-019-0008, 5695-000-020-0005, 5695-000-021-0004, 5695-000-050-0008, 5695-000-051-0007, 5695-000-052-0006, 5695-000-053-0005, 5695-000-054-0004, 5695-000-055-0003, 5695-000-056-0002, 5695-000-057-0001, 5695-000-058-0000, 5695-000-059-0009, 5695-000-060-0006, 5695-000-061-0005, 5695-000-062-0004, 5695-000-063-0003, 5695-000-064-0002, 5695-000-065-0001, 5695-000-066-0000 PARCEL 8: LOTS 22 THROUGH 49, INCLUSIVE, MCCORMICK WOODS NORTH PHASE III, DIVISION 2, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 201 THROUGH 207, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5695-000-022-0003, 5695-000-023-0002, 5695-000-024-0001, 5695-000-025-0000, 5695-000-026-0009, 5695-000-027-0008, 5695-000-028-0007, 5695-000-029-0006, 5695-000-030-0003, 5695-000-031-0002, 5695-000-032-0001, 5695-000-033-0000, 5695-000-034-0009, 5695-000-035-0008, 5695-000-036-0007, 5695-000-037-0006, 5695-000-038-0005, 5695-000-039-0004, 5695-000-040-0001, 5695-000-041-0000, 5695-000-042-0009, 5695-000-043-0008, 5695-000-044-0007, 5695-000-045-0006, 5695-000-046-0005, 5695-000-047-0004, 5695-000-048-0003, 5695-000-049-0002 PARCELS 9-27 ARE LOCATED IN MCCORMICK WEST PARCEL 9: RESULTANT PARCEL 3 OF BOUNDARY LINE ADJUSTMENT RECORDED UNDER AUDITOR'S FILE NO. 202103180066, AND AS DEPICTED ON SURVEY RECORDED UNDER AUDITOR'S FILE NO.2021031800671 IN VOLUME 92 OF SURVEYS, PAGES 244 THROUGH 247, RECORDS OF KITSAP COUNTY, WASHINGTON, BEING A PORTION OF THE NORTHWEST QUARTER, SECTION 8, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M. IN KITSAP COUNTY, WASHINGTON. APN: 082301-2-005-2001 PARCEL 10: RESULTANT PARCEL 2 OF BOUNDARY LINE ADJUSTMENT RECORDED UNDER AUDITOR'S FILE NO. 202103180066, AND AS DEPICTED ON SURVEY RECORDED UNDER AUDITOR'S FILE NO.202103180067, 1N VOLUME 92 OF SURVEYS, PAGES 244 THROUGH 247, RECORDS OF KITSAP COUNTY, WASHINGTON, BEING A PORTION OF THE SOUTHWEST QUARTER AND A PORTION OF THE NORTHWEST QUARTER, SECTION 8, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M. IN KITSAP COUNTY, WASHINGTON. APN: 082301-3-001-2003 PARCEL 11: PARCEL 1 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200010310145, BEING A PORTION OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 172301-2-002-2003 PARCEL 12: PARCEL 2 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200010310145, BEING A PORTION OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 172301-2-003-2002 PARCEL 13: PARCEL 3 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200010310145, BEING A PORTION OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER AND THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 17, TOWNSHIP 23 NORTH, RANGE I EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 172301-2-004-2001 PARCEL 14: PARCEL 4 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200010310145, BEING A PORTION OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER AND THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 172301-2-005-2000 PARCEL 15: PARCEL 5 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200010310145. BEING A PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 172301-2-006-2009 PARCEL 16: PARCEL 6 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200010310145, BEING A PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 17, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 172301-2-007-2008 PARCEL 17: PARCEL 7 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200010310145, BEING A PORTION OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER AND THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 17, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., 1N KITSAP COUNTY, WASHINGTON. APN: 172301-3-004-2009 PARCEL 18: TRACT 1 A (FUTURE DEVELOPMENT), MCCORMICK WEST DIVISION 11, ACCORDING TO THE PLAT RECORDED IN VOLUME 35 OF PLATS, PAGES 234-244, AN AMENDMENT OF VOLUME 35, PAGE(S) 214-223, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON; SITUATE IN KITSAP COUNTY, WASHINGTON. APN: 5696-000-134-0007 PARCEL 19: TRACT 1 B (FUTURE DEVELOPMENT), MCCORMICK WEST DIVISION 11, ACCORDING TO THE PLAT RECORDED IN VOLUME 35 OF PLATS, PAGES 234-244, AN AMENDMENT OF VOLUME 35, PAGE(S) 214-223, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON; SITUATE IN KITSAP COUNTY, WASHINGTON. APN: 5696-000-135-0006 PARCEL 20: TRACT 1 G (FUTURE DEVELOPMENT), MCCORMICK WEST DIVISION 11, ACCORDING TO THE PLAT RECORDED IN VOLUME 35 OF PLATS, PAGES 234-244, AN AMENDMENT OF VOLUME 35, PAGE(S) 214-223, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON; SITUATE IN KITSAP COUNTY, WASHINGTON. APN: 5696-000-140-0009 PARCEL 21: TRACT 1 S (FUTURE DEVELOPMENT)„ MCCORMICK WEST DIVISION 11, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 234 THROUGH 244, INCLUSIVE, AN AMENDMENT OF VOLUME 35 OF PLATS, PAGES 214 THROUGH 223, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5696-000-150-0006 PARCEL 22: TRACT 1T (FUTURE DEVELOPMENT), MCCORMICK WEST DIVISION 11, ACCORDING TO THE PLAT RECORDED IN VOLUME 35 OF PLATS, PAGE(S) 234-244, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON; SITUATE IN KITSAP COUNTY, WASHINGTON. APN: 5696-000-151-0005 . PARCEL 23: LOTS 1 THROUGH 51, INCLUSIVE, MCCORMICK WEST DIVISION 11, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 234 THROUGH 244, INCLUSIVE, AN AMENDMENT OF VOLUME 35 OF PLATS, PAGES 214 THROUGH 223, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5696-000-001-0007, 5696-000-006-0002, 5696-000-011-0005, 5696-000-016-0000, 5696-000-021-0003, 5696-000-026-0008, 5696-000-031-0001, 5696-000-036-0006, 5696-000-041-0009, 5696-000-046-0004, 5696-000-051-0006 PARCEL 24: 5696-000-002-0006, 5696-000-007-0001, 5696-000-012-0004, 5696-000-017-0009, 5696-000-022-0002, 5696-000-027-0007, 5696-000-032-0000, 5696-000-037-0005, 5696-000-042-0008, 5696-000-047-0003, 5696-000-003-0005, 5696-000-008-0000, 5696-000-013-0003, 5696-000-018-0008, 5696-000-023-0001. 5696-000-028-0006, 5696-000-033-0009, 5696-000-038-0004, 5696-000-043-0007, 5696-000-048-0002, 5696-000-004-0004, 5696-000-009-0009, 5696-000-014-0002, 5696-000-019-0007, 5696-000-024-0000, 5696-000-029-0005, 5696-000-034-0008, 5696-000-039-00039 5696-000-044-0006, 5696-000-049-0001, 5696-000-005-0003, 5696-000-010-0006, 5696-000-015-0001, 5696-000-020-0004, 5696-000-025-0009, 5696-000-030-0002, 5696-000-035-0007, 5696-000-040-0000, 5696-000-045-0005, 5696-000-050-0007, LOTS 52 THROUGH 59, INCLUSIVE, AND 94 THROUGH 99, INCLUSIVE, MCCORMICK WEST DIVISION 11, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 234 THROUGH 244, INCLUSIVE, AN AMENDMENT OF VOLUME 35 OF PLATS, PAGES 214 THROUGH 223, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5696-000-052-0005, 5696-000-053-0004, 5696-000-054-0003, 5696-000-055-0002, 5696-000-056-0001, 5696-000-057-0000, 5696-000-058-0009, 5696-000-059-0008, 5696-000-094-0005, 5696-000-095-0004, 5696-000-096-0003, 5696-000-097-0002, 5696-000-098-0001, 5696-000-099-0000 PARCEL 25: LOTS 100 THROUGH 133, INCLUSIVE, MCCORMICK WEST DIVISION 11, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 234 THROUGH 244, INCLUSIVE, AN AMENDMENT OF VOLUME 35 OF PLATS, PAGES 214 THROUGH 223, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5696-000-100-0007, 5696-000-101-0006, 5696-000-102-0005, 5696-000-103-0004, 5696-000-104-0003, 5696-000-105-0002, 5696-000-106-0001, 5696-000-107-0000, 5696-000-108-0009, 5696-000-109-0008, 5696-000-110-0005, 5696-000-1 1 1-0004, 5696-000-112-0003, 5696-000-1 13-0002, 5696-000-114-0001, 5696-000-1 15-0000, 5696-000-116-0009, 5696-000-117-0008, 5696-000-1 18-0007, 5696-000-119-0006, 5696-000-120-0003, 5696-000-121-0002, 5696-000-122-0001, 5696-000-123-0000, 5696-000-124-00091 5696-000-125-0008, 5696-000-126-0007, 5696-000-127-0006, 5696-000-128-0005, 5696-000-129-0004, 5696-000-130-0001, 5696-000-131-0000, 5696-000-132-0009, 5696-000-133-0008 PARCEL 26: LOTS 60 THROUGH 93, INCLUSIVE, MCCORMICK WEST DIVISION 12, PHASE 1, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 36 OF PLATS, PAGES 37 THROUGH 41, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5704-000-060-0005, 5704-000-065-0000, 5704-000-070-0003, 5704-000-075-0008, 5704-000-080-0001, 5704-000-085-0006, 5 704-000-090-0009, 5704-000-061-0004, 5704-000-066-0009, 5704-000-071-0002, 5704-000-076-0007, 5 704-000-08 1-0000, 5704-000-086-0005, 5704-000-091-0008, 5704-000-062-0003. 5704-000-067-0008, 5704-000-072-0001, 5704-000-077-0006, 5704-000-082-0009, 5704-000-087-0004, 5704-000-092-0007, 5704-000-063-0002, 5704-000-068-0007, 5704-000-073-0000, 5704-000-078-0005, 5704-000-083-0008, 5704-000-088-0003, 5704-000-093-0006 PARCELS 28-40 ARE LOCATED IN MCCORMICK WOODS PARCEL 28: 5704-000-064-0001, 5704-000-069-0006, 5704-000-074-0009, 5704-000-079-0004, 5704-000-084-0007, 5704-000-089-0002, PARCEL I OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200612270418, BEING A PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 162301-1-019-2007 PARCEL 29: PARCEL 2 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200612270418, BEING A PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 162301-1-020-2004 PARCEL 30: PARCEL 3 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200612270418, BEING A PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 162301-1-021-2003 . PARCEL 31: PARCEL 4 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200612270418, BEING A PORTION OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 9 AND THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16, ALL IN TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 092301-4-002-2009 PARCEL 32: PARCEL 5 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200612270418, BEING A PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 9, TOWNSHIP 23 NORTH, RANGE I EAST, W.M., IN KITSAP COUNTY, WASHINGTON; EXCEPT THAT PORTION CONVEYED TO KITSAP COUNTY UNDER AUDITOR'S FILE NO. 200902050056. APN: 092301-4-003-2008 PARCEL 33: PARCEL 6 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200612270418, BEING A PORTION OF THE WEST HALF OF THE SOUTHEAST QUARTER AND THE SOUTHWEST QUARTER OF THE NORTHEAST AND THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 23 NORTH, RANGE I EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 092301-4-004-2007 PARCEL 34: PARCEL 7 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200612270418, BEING A PORTION OF THE NORTHEAST QUARTER AND THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 9, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 092301-1-005-2002 PARCEL 35: PARCEL 10 OF 20 ACRE LAND SEGREGATION REQUEST RECORDED UNDER AUDITOR'S FILE NO. 200612270418, BEING A PORTION OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 9, TOWNSHIP 23 NORTH, RANGE I EAST, W.M., IN KITSAP COUNTY, WASHINGTON. APN: 092301-4-005-2006 . PARCEL 36: RESULTANT PARCEL B OF BOUNDARY LINE ADJUSTMENT RECORDED UNDER AUDITOR'S FILE NO. 20081 1100041, BEING A PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER AND THE SOUTHEAST QUARTER OF SECTION 9, TOWNSHIP 23 NORTH, RANGE 1 EAST, W.M.,1N KITSAP COUNTY, WASHINGTON; AND A PORTION OF TRACT "E" OF MCCORMICK WOODS DIVISION 10, RECORDED IN VOLUME 29 OF PLATS, PAGE(S) 120 THROUGH 131, INCLUSIVE, IN KITSAP COUNTY, WASHINGTON. APN: 092301-1-009-2008 PARCEL 37: TRACT "C' OF SECOND AMENDED PLAT OF MCCORMICK WOODS, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 189 THROUGH 196, INCLUSIVE, IN KITSAP COUNTY, WASHINGTON. APN: 6031-000-131-0002 PARCEL 38: TRACT U (FUTURE DEVELOPMENT), ELDON TRAILS DIVISION 1, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 34 OF PLATS, PAGES 130 THROUGH 138, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5 5 52-0000-045-0008 PARCEL 39: TRACT D (FUTURE DEVELOPMENT), AMHERST, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 174 THROUGH 179, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5 6 86-00 0-05 7-000 2 PARCEL 40: TRACT E (OPEN SPACE OR FUTURE DEVELOPMENT), AMHERST, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 35 OF PLATS, PAGES 174 THROUGH 179, INCLUSIVE, RECORDS OF KITSAP COUNTY, WASHINGTON. APN: 5686-000-058-0001 Exhibit B Areas Subject to Fee Credit Legend McCormick North McCormick West McCormick Woods ........................... North ............................ West ............................ Wd %.......................... Exhibit C McCormick Village Park Site Exhibit D Proposed McCormick Village Park Improvements FO New park entrance and trail section y , Multi Modal trail � I New park entrance and trail section Park Parking pla Y9rop tJ U � •�\� ,'y omry . �nmmnip . picnic,UeIIVe %w.,,n,n11-10 Exhibit E St Andrews multi modal trail New St Andrews extension with multi modal trail ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Exhibit F St Andrews Trail Sections GUARDRAIL AS REQUIRED, OR OTHER APPROVED SYSTEM STD C&G ITYP) i I i 1.5' 11' DRIVE LANE 11' DRIV - LANE' NE 0' MULTI MODAL TRAIL X MIN BUFFER 60' ROW ,�j]_Q$( /PLANE I� 11' DRIVE LANE _ 10�MULAI MODAL i I I 6' MIN TRAIL ' BUFFER 4'SHOULDER i (1 ) DRAINAGE CONDITIONS MAY VARY AND INCLUDE PIPED CONVEYANCE ON ONE SIDE OR BOTH SIDES OF THE STREET. ROAD MAY BE CROWNED OR SUPERELEVATED TO REFLECT DRAINAGE CONDITIONS. Exhibit G and I McCormick West multi modal trails I Z DRIVE LAW,,. 12- DRIVE LANE 8 or 12 wide ulti Modal Trail I j 4' SHOULDER +� 70' O I 0 0 O n 3 n� CD 3 3 O r--F cn CD 0 r--f m x CL Exhibit K McCormick Successors Century Communities of Washington LLC 20000 N Creek Parkway, Suite 201 Bothell WA 98011 Mainvue WA LLC 1213rd Avenue, Kirkland WA 98033 TO Pointe Homes Washington, Inc. 15900 SE Eastgate Way, Suite 300 Bellevue, WA 98008 Pulte Homes of Washington, Inc. 3535 Factoria Boulevard SE, Bellevue WA 98006