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025-24 - Century Communities LLC - ContractDocuSign Envelope ID: DF674F4E-297C-49F2-8BA0-70DDD6983E7D MEMORANDUM OF UNDERSTANDING BETWEEN CENTURY COMMUNITIES, LLC AND THE CITY OF PORT ORCHARD CONCERNING MITIGATION FOR THE SINCLAIR RIDGE SUBDIVISION THIS AGREEMENT ("Agreement") is made and entered into this day of +, 024, by and between the City of Port Orchard, a municipal corporation, hereinafter the "City", and Century Communities of Washington LLC, a Delaware limited liability company ("Owner"), registered under the laws of the State of Washington and doing business at 20000 North Creek Parkway, STE 201, Bothell, WA 98011 The City and the Owner are each a "Party' and collectively the "Parties" to this Agreement. The Parties hereby agree as follows: I. RECITALS 1.1 The Owner has been granted final approval for a preliminary subdivision known as Sinclair Ridge ("Project"), project file number BPI 000075, on the property at located 2900 feet North of Old Clifton Road on Kitsap County Tax Parcel Number 042301-2-038-2006 in Bremerton, Washington ("Property" or "Project Area"), as legally defined in Exhibit A; and 1.2 The Project contains 343 lots and is depicted on Exhibit B; and 1.3 In conjunction with the preliminary subdivision, Bremerton issued a State Environmental Policy Act Mitigated Determination of Non -Significance ("MDNS") on September 4, 2007, which was not appealed; and 1.4 On .tune 10, 2020, the City of Bremerton issued an addendum to the MDNS, which was not appealed; and 1.5 On October 6, 2023, the City of Bremerton issued a second addendum to the MDNS which was not appealed; and 1.6 The MDNS and addendums required, among other unrelated mitigation, the following S1PA mitigation measure ##3: "Addendum Mitigation Measure 43: The project shall mitigate transportation impacts in the City of Port Orchard as follows. The City of Port Orchard shall provide the proponent with an official receipt after payment. a) The proponent shall provide mitigation funding to Port Orchard for mitigation of traffic impacts in the City of Port Orchard. Prior to building permit issuance, the proponent shall pay to Port Orchard the amount of $1, 668.97 per dwelling unit. b) As mitigation for construction of the intersection at Old Clifton Road and Campus Parkway, the proponent shall pay a second mitigation fee in the form of a proportionate share fee to Port Orchard. Prior to building permit issuance, the proponent shall pay to Port Orchard the amount of $1,049.56 per dwelling unit."; and MOU with Century Communities for Sinclair Ridge Page 1 10815908.1 - 366922 - 0001 10815908.1 - 366922 - 0001 DocuSign Envelope ID. DF674F4E-297G-49F2-8BAD-70DDD6983E7D 1.7 The Owner is nearing the construction of the first model homes within the Project Area and the parties wish to outline. in an agreement the process for making mitigation fee payments to the City of Port Orchard; and 1.8 The City wishes to document the purpose of the mitigation fees and to outline how the funds may be used to mitigate project impacts in accordance with the MDNS; NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the Parties hereto agree as set forth above and as follows: H. PERFORMANCE OBLIGATIONS 2.1 Prior to the issuance of a building permit for any individual lot within Sinclair Ridge, the Owner shall pay $1,668.97 per dwelling unit for such lot as a SEPA mitigation fee. Each payment shall indicate the lot(s) containing the dwelling unit(s) for which the payment is being made. 2.2 Prior to the issuance of a building permit for any individual lot within Sinclair Ridge, the Owner shall pay an additional SEPA mitigation fee of $1,049.56 per dwelling unit for such lot as an off -set contribution to the City of Port Orchards cost to construct a roundabout at Old Clifton Road and Campus Parkway (renamed McCormick Village Drive following the issuance of the MDNS and addendum). 2.3 Upon payment of the fees as described in sections 2.1 and 2.2, the City shall furnish a receipt and provide copies of the receipt to the applicant and the City of Bremerton indicating the receipt of payment and the lots for which the payment has been made. The City will email receipts to the City of Bremerton at DCDPermitsgci.bremerton.wa.us. 2.4 In accordance with the official record for the Preliminary Plat of Sinclair Ridge, the mitigation fees received by the City of Port Orchard under section 2.1 of this Agreement may be used or applied to the following projects, project debt, or future project planning, engineering, design, permitting, and/or construction: 2.4.1 Tremont Street Widening. 2.4.2 The Anderson Hill/Old Clifton Roundabout 2.4.3 Sidney Road SW Widening 2A.4 Old Clifton Road Shoulder and Pedestrian Improvements 2.4.5 Old Clifton Road McCormick Woods Drive Intersection Improvements 2.5 In accordance with Addendum Mitigation Measure #3 (b), the mitigation fees paid under section 2.2 of this Agreement may be used by the City of Port Orchard to repay project debt related to the construction of the Old Clifton Road/Campus Parkway (renamed McCormick Village Drive) Roundabout project. MOU with Century Communities for Sinclair Ridge Page 2 10815908.1- 366922 - 0001 10815908.1- 366922 - 0001 DocuSign Envelope ID: DF674F4E-297C-49F2-8BA0-70DDD6983E7D 2.6 The Owner acknowledges and accepts that the City may utilize the Funds for the purposes described herein at any time after the Funds are deposited with the City, at the City's sole discretion, and the Owner affirmatively disclaims any interest in the Funds following deposit with the City. Ill. GENERAL PROVISIONS 3.1 Applicable Law; Attorneys' Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue for any action arising out of or relating to this Agreement shall lie in Kitsap County Superior Court. The non - prevailing Party in any action brought to enforce this Agreement shall pay the other Parties' expenses and reasonable attorney's fees. 3.2 Effective Date. This Agreement shall be deemed effective upon mutual execution following approval by the Port Orchard City Council, which approval shall be attached hereto and adopted herein by this reference. This Agreement shall remain in full force and effect until issuance of the Building Permit for the last residential structure of the 343 lot Project and upon payment of the mitigation fee for that dwelling unit. 3.3 Entire Agreement. This Agreement embodies and constitutes the entire understanding between the Parties hereto with respect to the transactions contemplated herein, and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. 3.4 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. 3.5 Binding on Successors. If the Owner assigns or transfers the Sinclair Ridge Property as a whole, such assignee or transferee shall be obligated and bound by the terms and conditions of this Agreement and shall be the beneficiary thereof and a Party thereto. Any such transfer shall include a provision that incorporates this Agreement and requires that such purchaser, assignee, or transferee observe and fully perform all the duties and obligations of the Owner as contained in this Agreement. 3.6 Severability. This Agreement does not violate any federal or state statute, rule, regulation, or common law known; but any provision which is found to be invalid or in violation of any statute, rule, regulation, or common law shall be considered null and void, with the remaining provisions in the Agreement remaining viable and in effect. 3.7 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. 3.8 Written Notice. All written communications regarding enforcement or alleged breach of this Agreement shall be sent to the Parties in accordance with this Section. Notices, MOU with Century Communities for Sinclair Ridge Page 3 10815908.1 - 366922 - 0001 10815908.1 - 366922 - 0001 DocuSign Envelope ID DF674F4E-297C-49F2-8®AO-70DDD5983E7D demands, and correspondence to the City and/or the Owner (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. The City shall be required to give notice only to those successors -in -interest of the Owner 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: CENTURY COMMUNITIES LLC: Christian Cermak, Vice President 20000 North Creek Parkway STE 201 Bothell, WA 98011 CITY: Mayor City of Port Orchard 216 Prospect Street Port Orchard WA 98366 !putaansuuC&citvofportorchard.us Sean Underwood, Land Acquisition Manager 20000 North Creek Parkway Copies shall also be transmitted to the STE 201 City Clerk and City Attorney at the Bothell, WA 98011 above address. 3.9 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. 3.10 Covenant of Good Faith and Cooperation. The Parties agree to take further actions and execute further documents, either jointly 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. 3.11 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. 3.12 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. 111 MOU with Century Communities for Sinclair Ridge Page 4 10815908.1 - 366922 - 0001 10815908.1 - 366922 - 0001 DocuSign Envelope ID. DF674F4E-297C-49F2-8BA0-70DDD6983F7D IN WITNESS WHEREOF. the Parties have executed this Agreement on the dates set forth below. CITY OF PORT ORCHARD c cih'") By Its L Dated: r CENTURY COMMUNITIES LLC ("Owner") Dmuftned by: By (6sham, (LMA Christian Cermak Vice President Dated: 2/14/2024 MOU with Century Communities for Sinclair Ridge Page 5 10815908.1 - 366922 - 0001 10815908.1 - 366922 - 0001 DocuSign Envelope U. DF674F4E-297G-49F2-86A0-70DDD6983E7D CITY NOTARY BLOCK STATE OF WASHINGTON ) ) ss: COUNTY OF K ITSAP ) I certify that I know or have satisfactory evidence that Robert 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 entity for the uses and purposes mentioned in the instrument. ,``!1!!hl��illl•r��,/, DATED: 3 p RY P-- - e �0caftuion Hum C , s, z24 n 0 co Jenine Floyd Z_ WA ME: yAli ANOIA(8!!81 E)Orfd O; (Print Name) � 11/f5l2028 �.� 'A �� Notary Public in and for thcjStat of hington. Commission Expires: 1 r' p CENTURY COMMUNITIES NOTARY BLOCK STATE OF WASHINGTON } } ss: COUNTY OF ) I certify that I know or have satisfactory evidence that 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 of CENTURY COMMUNITIES LLC to be the free and voluntary act of such entity for the uses and purposes mentioned in the instrument. DATED: NAME: (Print Name) Notary Public in and for the State of Washington. Commission Expires: MOU with Century Communities for Sinclair Ridge Page 6 10815908A - 366922 - 0001 10815908.1 - 366922 - 0001 DocuSign Envelope ID: DF674F4E-297C-49F2-8BA0-70DDD6983E7D M0U with Century Communities for Sinclair Ridge Page 7 10815908.1 - 366922 - 0001 108159081 - 366922 - 0001 ID.*4:'11:10NEI Land Resultant Parcel 22 of Boundary Line Adjustment recorded under Auditor's File No. 201306200110, and as depicted on Survey recorded under Auditor's File No. 201306190176, in Volume 77 of Surveys, Pages 218 through 222, inclusive, in Kitsap County, Washington, described as follows: Lots 1 through 16 of Surveys, recorded in Volume 54 of Surveys. Pages 160 through 167, inclusive, under Auditor's File No. 200011070282, in Kitsap County, Washington; Also the Southwest quarter of the Southwest quarter, Section 33, Township 24 North, Range 1 East, W.M., in Kitsap County, Washington, except that portion of said subdivision described as follows: Commencing at the Northwest corner of said subdivision; Thence East along the Northerly limits of said subdivision 131 feet, more or less, to the centerline of a creek and the true point of beginning; Thence continuing East 400.00 feet; Thence South parallel with the Westerly limits of said subdivision 544.50 feet: Thence West parallel with the Northerly limits of said subdivision 143 feet, more or less, to the centerline of said creek; Thence Northerly along the centerline of said creek 544.50 feet, more or less, to the true point of beginning; And except any portion thereof within Lots 5 through 17 of Survey recorded in Volume 77 of Surveys, Pages 218 through 222, inclusive, under Auditor's File No. 201306190176, in Kitsap County, Washington. Sinclair Ridge A Plat Community as defined by Chapter 64.90 R.C.W. WG, M Section 4, Township 3 North, Range 1 East, W.M. I SW G, Section 33, Township 24 North, Range 1 East, W.M. Bremerton, Washington _ S.R.16It y UNPLATTED YainaLS la f 0 z t' j 1 18 i 20 19 ] 3 4 ,i 5 2 U 1 6 UII&LATTED I } � 1211 10 8 a lao roo 7 O XiYOCC � Litre Table a maa.ae �w: a u —jr— Legend z 11 � e 1pRaaral defnel[RC br 1VKMnR lyagtaraa, bG $ f� .-`� aa.� lrr�aa Ir w ban wan e[yn..9y a�s 8gy Holes Barre o,,.,..5 w.m an Rr! a.navr LneRo,wa R Iowa Fl,ael Sawn IaOKP Ci,mm�n .ru r. ¢eNll eatlY to plaltq ara ,wnaraaaainC or Iw mwm,r :..ran ram. atYM�ae IMR raC I!r RmwRcy of tM Irta ror nxsmmanCe Iln[a[ Mr ' aw iRLgn Rupoim. lxr roau9r. an ¢n [n. Iz,Lwee er,n �as. 115R —I rws (YOpIM fie .re r a Lace iT5 t200 3" nte°Is [ W r $ y M.an rtlxnar �hrxkeaay ,.caw,rrsiw�na w�!*,aWob 3 inraar adrMam br•d[com�v[Ra.nr � �� M !b' wW aw arr , aT .a abemaert w iRRtrl rr.Ra.. or *4 '.tYe,1e Sa M =/wYK aTa EO. 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Sinclair Ridge A Plat Community as defined by Chapter 64.90 R.C.W. NWY., Section 4, Township 23 North. Range t East. W.M. SW A, Section 33. Township 24 North. Range t East, W.M. Bremerton, Washington nn,aor resew w.rt Kun�m.• e2awwa� u�+oEscwnruu Team4 Engineering Sinclair Ridge 5819 NE Minder Road Preliminary Plat Pottlsbo. WA 98370 phone: 360 2975660 rar: 360 297-7951 swwm,.n. w. —11 � � a P - fi % 4 4 M '� \6t �MUIT W 779A� 'T 411 PHASE I PHASE 1 3o P A I '4 %'V,rY w. Ai Ij 41 1 Sinclair Ridge A Plat Community NW'/., S�tion 4, Township 23 North, Range I East, W.M. SW'/.. Section 33, Township 24 North, Range I East, WA. as defined by Chapter 64.90 R.C.W. Bremerton, Washington lc�e A r Team4 Engineering T,TL E Sinclair Ridge 5819 NE Minder Road Preliminary Plat f f Poulzbo. WA 98370 77NTA.,o­ll R11" �--oa — LLC phoite. 360 297-5560 ioe811 L far: 360 297-7951 IM Exhibit 4A pane'3 Sinclair Ridge A Plat Community as defined by Chapter 64.90 R.G.W. 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Iypn 7,M727, ys,a• d m money veer ro Iwo ,ortn+exa+rw .�. vl ,.m,e I Te=4 Engineering Sinclair Ridge ,: 5819 NE Minder Road Preliminary Plat Poulsbo. WA 98370 rH, son..+ar.n phone: 360 297-5560 fax: 360 297- 7951 ew�nl„•n. •r. Sax Fxhihit 4A