HomeMy WebLinkAbout013-25 - Ordinance - Second Amendment to DA with McCormick CommunitiesPORT ORCHARD CITY OF
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12/03/2025 02 17 PM
Paul Andrews: Kil.sap Co Auditor
202512030123
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Name and Mailing Address
City of Port Orchard -Clerk's Office
216 Prospect Street
Port Orchard, WA 98366
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Document Title(s):
Ordinance No. 013-25 An ordinance of the city of Port Orchard, Washington, Authorizing the Mayor to Execute the Second
Amendment to an Existing Development Agreement with McCormick Communities, LLC for the Development and Funding of Certain Transportation Improvements
Auditor's File Number of Document (s) Referenced: rj1i���7`77/)3 ► V1.
LJ�?3p 7C 17
Grantor(s) person(s) that conveys, sells or grants interest in property:
McCormick Communities, LLC
Grantee(s) person that buys, receives or to whom conveyance of property is made:
City of Port Orchard
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
PARCELS 1, 2, 3, 4, 5. 6 . 7, AND 10 OF 20 ACRE LAND SEGREGATION RECORDED UNDER AUDITOR'S FILE NO. 200612270418, RECORDS OF KITSAP COUNTY, WASHINGTON.
RESULTANT LOT B OF BOUNDARY LINE ADJUSTMENT RECORDED UNDER AUDITOR'S FILE NO 200811153611, BrA TRACT U (FUTURE DEVELOPMENT ELDON TRAILS DIVISION 1, ACCORDING TO THE PLAT RECORDED IN VOLUME Sl OF PIN
6031 -000 -131-0002,092301-4-004-2007,092301-4-003-2008,092301-4-005-2006
Assessor's 14 digit Tax Parcel Number:
162301-1-020-2004, 5552-000-045-0008, 092301-1-009-2008, 092301-4-002-2009, 162301-1-019-2007, 092301-1-005-2002, and 162301-1-021-2003
04/25/14
ORDINANCE NO. 013-25
AN ORDINANCE OF THE CITY OF PORT ORCHARD, WASHINGTON, AUTHORIZING THE
MAYOR TO EXECUTE THE SECOND AMENDMENT TO AN EXISTING DEVELOPMENT
AGREEMENT WITH MCCORMICK COMMUNITIES, LLC FOR THE DEVELOPMENT AND
FUNDING OF CERTAIN TRANSPORTATION IMPROVEMENTS; PROVIDING FOR
CORRECTIONS; AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, pursuant to RCW 36.70B.170, the City Council has the authority to review and
enter into development agreements that govern the development and use of real property within
the City; and
WHEREAS, the City Council has adopted standards and procedures governing the City's
use of development agreements, codified at Chapter 20.26 of the Port Orchard Municipal Code
(POMC); and
WHEREAS, on December 9, 2020, the City's SEPA official issued a determination of non -
significance for the development agreement, and
WHEREAS, on February 9, 2021, the City and McCormick Communities, LLC
("McCormick") entered into a Development Agreement to address the design, construction, and
funding of certain transportation improvements within and near the McCormick Woods
development in the vicinity of Old Clifton Road and Campus Parkway (hereinafter "Development
Agreement") which is attached as Exhibit "A" to this Ordinance; and
WHEREAS, on March 4, 2023, the City and McCormick executed the First Amendment to
the Development Agreement for the purposes of establishing concurrency standards and revising
the project completion schedule. The First Amendment is attached as Exhibit "B" to this
Ordinance; and;
WHEREAS, on July 18, 2025, McCormick applied to the City for the Second Amendment
to the Development Agreement; and
WHEREAS, McCormick Communities and the City of Port Orchard mutually desire to
extend the timeline for the design and construction of certain transportation improvements due
to evolving project phasing, permitting requirements, and coordination with infrastructure
planning as provided in the Second Amendment attached as Exhibit "C" to this Ordinance; and
WHEREAS, on September 23, 2025, the City Council held a public hearing on the proposed
Second Amendment to the Development Agreement, and no comments were received; and
WHEREAS, the City Council, after careful consideration of the Second Amendment to the
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Ordinance No. 013-25
Page 2 of 3
Development Agreement, finds that the Second Amendment to the Development Agreement is
consistent with the City's Comprehensive Plan and development regulations, the Growth
Management Act, Chapter 36.70A RCW, and that the amendments herein are in the best
interests of the residents of the City; now, therefore,
THE CITY COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, DO ORDAIN AS
FOLLOWS:
SECTION 1. Findings. The City Council adopts all of the "Whereas" sections of this
ordinance and all "Whereas" sections of the Second Amendment to the Development Agreement
as findings in support of this ordinance.
SECTION 2. Second Amendment Authorized. The City Council approves of and authorizes
the Mayor to execute the Second Amendment to the Development Agreement with McCormick
Communities, LLC and McCormick Land Company, as provided in "Exhibit C" of this Ordinance.
SECTION 3. Severability. If any section, sentence, clause or phrase of this Ordinance
should be held to be invalid or unconstitutional by a court of competent jurisdiction, such
invalidity or unconstitutionality shall not affect the validity of constitutionality of any other
section, sentence, clause or phrase of this Ordinance.
SECTION 4. Corrections. Upon the approval of the city attorney, the city clerk and/or
code publisher is authorized to make any necessary technical corrections to this Ordinance or to
Exhibit "C", including but not limited to the correction of scrivener's/clerical errors, references,
Ordinance numbering, section/subsection numbers, and any reference thereto.
SECTION 5. Effective Date. This Ordinance shall be published in the official newspaper
of the city and shall take full force and effect five (5) days after posting and publication as required
by law. A summary of this Ordinance may be published in lieu of publishing the entire Ordinance,
as authorized by state law.
PASSED by the City Council of the City of Port Orchard, APPROVED by the Mayor and attested
by the City Clerk in authentication of such passage this 23rd day of September 2025.
Spned by:
r'elo �u "I&Su.tti
Robert Putaansuu, Mayor
ATTEST:
Brandy Wallace, MMC, City Clerk
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Ordinance No. 013-25
Page 3 of 3
APPROVED AS TO FORM:
Signed by:
2'C125i2Q '5'
Charlotte A. Archer, City Attorney
PUBLISHED: September 29, 2025
EFFECTIVE DATE: October 4, 2025
EXHIBIT A: DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF PORT ORCHARD
AND MCCORMICK FOR THE DEVELOPMENT AND FUNDING OF CERTAIN
TRANSPORTATION IMPROVEMENTS
EXHIBIT B: FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY
OF PORT ORCHARD AND MCCORMICK FOR THE DEVELOPMENT AND FUNDING
OF CERTAIN TRANSPORTATION IMPROVEMENTS
EXHIBIT C: SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BY AND BETWEEN THE
CITY OF PORT ORCHARD AND MCCORMICK FOR THE DEVELOPMENT AND
FUNDING OF CERTAIN TRANSPORTATION IMPROVEMENTS
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EXHIBIT A: MCCORMICK COMMUNITIES, LLC, DEVELOPMENT AGREEMENT
ORDINANCE NO. 006-21
AN ORDINANCE OF THE CITY OF PORT ORCHARD, WASHINGTON, AUTHORIZING THE
MAYOR TO EXECUTE A DEVELOPMENT AGREEMENT WITH MCCORMICK
COMMUNITIES, LLC; PROVIDING FOR SEVERABILITY AND CORRECTIONS; AND
ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, pursuant to RCW 36.70B.170, the City Council has the authority to review and
enter into development agreements that govern the development and use of real property within
the City; and
WHEREAS, the City Council has adopted standards and procedures governing the City's
use of development agreements, codified at Chapter 20.26 of the Port Orchard Municipal Code
(POMC); and
WHEREAS, the City and McCormick Communities, LLC have prepared a Development
Agreement to address the design, construction, and funding of certain transportation
improvements within and near the McCormick Woods development in the vicinity of Old Clifton
Road and Campus Parkway, as provided in "Exhibit A" of this Ordinance; and
WHEREAS, McCormick Land Company is also a party to this Agreement as the Agreement
will replace a 2005 Transportation Development Agreement under which McCormick Land
Company is continuing to receive reimbursement for completion of transportation
improvements; and
WHEREAS, this Development Agreement was consolidated under POMC 20.22.020(2)
with the following project permits: Land Disturbing Activity Permit (PW20-031) and Stormwater
Drainage Permit (PW20-032); and
WHEREAS, in accordance with RCW 36.708.200, when a development agreement is
related to a project permit application, the provisions of chapter 36.70C RCW shall apply to any
appeal on the development agreement; and
WHEREAS, on December 9, 2020, the City's SEPA official issued a determination of non -
significance for the proposed development agreement and consolidated permits under the
Optional DNS process, and there have been no appeals; and
WHEREAS, the Notice of Decision for these project permits was issued on December 24,
2020 and there have been no appeals; and
WHEREAS, on January 19, 2021, the City Council held a study session on the proposed
development agreement; and
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Ordinance No. 006-21
Page 2 of 23
WHEREAS, on February 9, 2021, the City Council held a public hearing on the proposed
development agreement, and comments were not received; and
WHEREAS, the City Council, after careful consideration of the development agreement,
finds that the development agreement is consistent with the City's Comprehensive Plan and
development regulations, the Growth Management Act, Chapter 36.70A RCW, and that the
amendments herein are in the best interests of the residents of the City; now, therefore,
THE CITY COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, DO ORDAIN AS
FOLLOWS:
SECTION 1. The City Council adopts all of the "Whereas" sections of this ordinance and
all "Whereas" sections of the Development Agreement as findings in support of this ordinance.
SECTION 2. The City Council approves of and authorizes the Mayor to execute a
development agreement with McCormick Communities, LLC and McCormick Land Company, as
provided in "Exhibit A" of this Ordinance.
SECTION 3. Severability. If any section, sentence, clause or phrase of this Ordinance
should be held to be invalid or unconstitutional by a court of competent jurisdiction, such
invalidity or unconstitutionality shall not affect the validity of constitutionality of any other
section, sentence, clause or phrase of this Ordinance.
SECTION 4. Corrections. Upon the approval of the city attorney, the city clerk and/or
code publisher is authorized to make any necessary technical corrections to this Ordinance,
including but not limited to the correction of scrivener's/clerical errors, references, Ordinance
numbering, section/subsection numbers, and any reference thereto.
SECTION 5. Effective Date. This Ordinance shall be published in the official newspaper
of the city and shall take full force and effect five (5) days after posting and publication as required
by law. A summary of this Ordinance may be published in lieu of publishing the entire Ordinance,
as authorized by state law.
SECTION 6. Appeals. Since the Development Agreement is related to a project permit
application, the provisions of chapter 36.70C RCW shall apply to the appeal of the decision of the
development agreement.
PASSED by the City Council of the City of Port Orchard, APPROVED by the Mayor and attested
by the City Clerk in authentication of such passage this 9th day of February 2021.
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Ordinance No. 006-21
Page 3 of 23
Robert Putaans u, Mayor
ATTEST:
ByRine
Rinearson, MMC, City Clerk
APPROVED AS TO FORM:
Charlotte A. Archer, City Attorney
PUBLISHED: February 12, 2021
EFFECTIVE DATE: February 17, 2021
SPONSOR:
ek Ashby, Councilmen er
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Ordinance No. 006-21
Page 4 of 23
EXHIBIT A: MCCORMICK COMMUNITIES, LLC, DEVELOPMENT AGREEMENT
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DEVELOPMENT AGREEMENT
BY AND BETWEEN THE CITY OF PORT ORCHARD AND McCORMICK FOR THE
DEVELOPMENT AND FUNDING OF
CERTAIN TRANSPORTATION IMPROVEMENTS
THIS DEVELOPMENT AGREEMENT is made and entered into this q day February,
2021, by and between the City of Port Orchard, a non -charter, optional code Washington
municipal corporation, hereinafter the "City," and McCormick Communities, LLC, a limited
liability company organized under the laws of the State of Washington, together with
M•Ic('ormich Development Corporation, a Washington Corporation, hereinafter collectively the
"Developer" or "McCormick" (together the "Parties").
In addition, McCormick Land Company, a Washington corporation, hereafter "MLC," is
a Party for purposes of Sections 7, 15, and such other sections as specifically refer to MLC.
The Parties hereby agree as follows:
RECITALS
WI-II:RI.:AS. 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 prupert} within its 'jurisdiciion t, RCW 36.70B.170(1)); 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
36.70B.170(1)); 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.170(1)); and
WHEREAS, Port Orchard adopted Chapter 20.26 of the Port Orchard Municipal Code
("POMC") 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, the Developer has applied for a Development Agreement under Chapter
20.26 POMC and such Agreement has been processed consistently with the POMC and State
law; and
Will RI -AS. this I)evcl olwttcnt Agreement ht and between the ('it) ul' l'ort Orchard and
the Dc \ eloper Ihercinalier the "Development Agreement" ). relates primarily- to the development
of property owned h'\ Developer within and near McC'ot•mich Wo'us in the \ icinity of Old
Clifton Road anJ ('amputi I'aikwa) and that k more particularly described on Exhibits A -1, A-2,
Development Agreement for Funding Transportation improvements
Page 1 of 19
FG:54082696.4
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B-1, and B-2 (hereinafter the "McCormick Property"); and
WHEREAS, in 2005 the City's predecessor in interest entered into a Development
Agreement with Developer's predecessor in interest for the development of certain transportation
improvements; and
WHEREAS, since that time, the City annexed the property and in accordance with RCW
36.70B.190 assumed jurisdiction and agreed to be hound by the 2005 Transportation
Development Agreement; and
WHNRI':\S. as part of that 2005 Agreement, the predecessor to the Developer (GEM 1,
LLC) constructed some projects and puvments for those projects are still on -going and will
continue until GEM I, Li C's successor is fully reimbursed; and
WHEREAS, since annexing this property, the City's transportation plans have been
updated; and
WHEREAS, the City is in the process of adopting updated transportation impact fees;
and
WHEREAS, during this process, an in-depth look at the projects needed to meet the
projected development by Developer and others in the City was performed; and
WHEREAS. the updated transportation inlhart fees are based, in part, on the 2005
Development Agreement with the Developer's predecessor as well as on the updated project list;
and
WHEREAS, the Developer did not acquire from GEM 1, LLC ("GEM 1"), and GEM I
still retains, the right to reimbursement that accrued under the 2005 Transportation Agreement
when GEM I constructed the Glenwood Connector Roadway and minor improvements to
Feigley Road, the only projects identified in that 2005 agreement that have been constructed; and
WHEREAS, the City has been paying such reimbursement to GEM 1 and its successor
since 2008, and nothing in this Agreement changes or is intended to change the City's obligation
to continue paying such reimbursement to GEM 1; and
WHEREAS, GEM I assigned its right to reimbursement to the McCormick Land
Company in 2016, after which time, the City paid reimbursement to the McCormick Land
Company ("MLC"); and
WHEREAS, MLC continues to own property in Port Orchard; and
WHEREAS, MLC has signed this Agreement to confirm that this Agreement will fully
replace and supersede the 2005 Transportation Development Agreement ("2005 Transportation
DA"); and
Development Agreement for Funding Transportation Improvements
Page 2 of 19
FO:54082696.4
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WHEREAS, the Developer now seeks to update the 2005 Transportation DA in
conjunction with obtaining a permit to build the Campus Parkway Roundabout; and
WI-IEREAS, the purpose of this Agreement is to carry forward and better define the
concurrency evaluation that was part of the 2005 Transportation DA, to carry forward the impact
fee reimbursement for MLC, and to establish an impact fee credit system fur Developer to
recover its costs of building the McCormick Projects described below; and
Will .RI:AS, apart from concurrenc' and impact fee credits/reimbursement, this
Agreement Lines not address development standards, vesting, or any other regulation that impacts
how the McC.trntick Property will be developed: and
WHF?REAS, the Parties agree that the 2005 1'ransptnlalion t)A. as set forth in the trs►flic
stud> attached to that 220(15 I ranslxa•ta(ion DA. anticipated the generation of -1 x)35 I'M peak hour
trips. Based on the development act I' its .ince 2005. S1,111e it these "nips" have been absorbed.
I'he parties belie%c it is advantageous to set forth the remaining capacity that may be utilized in
(((tore development phases and have confirmed the concurrcncy numbers as of the date of this
Agreement; and
WHEREAS, in consideration of the benefits conferred by this new Development
Agreement. which reflect the current plans of both the City and the Developer and include
confirmation of concurrency, a new pri�jeci list, and a set impact fee credit calculation, the
parties deem it in their best interests and the best interests of the community to repeal and replace
the 2005 Transportation DA with this updated agreement; and
WHEREAS, there are two projects identified on both Exhibit A to the 2005
Transportation DA and also on the City's new IIP. As described in the new 'I'II'. these projects
arc ID !f 1.5C, "Old Clifton Rd — Campus I'kuy Intersection and II) 112,08 Old ( Tifton ltd &
McCormick Woods Dr. Intersection Impr". These Mil projects are collectively rcicrred to herein
as "the McCormick Projects"; and
WHEREAS, the McCormick Projects are eligible for credits under RCW 82.02.060(4);
and
WHEREAS, the following events have occurred in the processing of the Developer's
application:
a) The L)cvelol).:r applied 101- this Development Agreement on December 4, 2020: and
b) The I )evelopnW nt Agreement is related to and has been consolidated under POMC
20.22.020(2) with the hilhtwing prnjcet permits:
Land Disturbing Activity Permit PW20-031
Stonnwater Drainage Permit PW20-032
c) The Developer is ready and willing to commence construction on the project known
as Old Clifton Rd - Campus Parkway Intersection (a roundabout project) and has applied for a
Development Agreement for Funding Transportation improvements
Page .1of19
FG:54082696,4
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Land Disturbing Activity permit and Stormwater Drainage Permit to perform this project;
d) The Old Clifton ltd — Campus Parkway Intersection is included in the City's
transportation plan upon which the updaied impact fees are based and therefore the Developer
may be reimbursed from the impact fees lior that project;
e) The City Council held a public hearing on February 9, 2021 regarding this
Development Agreement;
f) After a public hearing, by Ordinance No._, the City Council authorized the Mayor
to sign this Development Agreement with the Developer;
AGREEMENT
Section 1. The McCormick Projects. The two transportation projects described above
as "the McCormick Projects" will serve the McCormick Property as well as provide connectivity
and capacity for the City. The Campus Parkway Roundabout LI)AP Permit NPW20-0031 and
SDP Permit PW20-032 as well, as the future development of the McCormick Woods Drive
Roundabout, which will be permitted at a later date, are both subject to impact fee credit in
accordance with this Agreement.
Section 2. The McCormick Property. The McCormick Property comprises
McCormick North, McCormick West, and McCormick Woods, which are legally described by
parcel number in Exhibit A-1 and depicted on A-2, attached hereto and incorporated herein by
this reference. The McCormick Projects will serve the McCormick Property and the credits
authorized by this Development Agreement are only applicable to lots for which building
permits are applied for after the date of this Agreement within the boundaries of the McCormick
Property as defined on Exhibit A-1 and as shown on the Map attached hereto as Exhibit A-2.
Sectin 3. Definitions. As used in this Development Agreement, the following terms,
phrases and words shall have the meanings and be interpreted as set forth in this Section.
a) "2005 Transportation Development Agreement" or "2005 "Transportation DA" means
the 2005 Development Agreement for Transportation which was executed between Kitsap
County and Gem 1, 11C and dated April 25, 2005 and which was assumed by the City of Port
Orchard upon annexation on May 27, 2009.
b) "Adopting Ordinance" means the Ordinance which approves this Development
Agreement, as required by RCW 36.70B.200 and Chapter 20.26 POMC.'
c) "Commence construction" as to the McCormick Projects means that the required
permit(s) have issued and there are "boots on the ground" at the construction site.
d) "Completion" as to the McCormick Projects means passing final inspection
associated with the LDAP/SDP permits and providing the required 2 -year warranty and
Development Agreement for Funding Transportation Improvements
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FG:54082696.4
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maintenance bond for the improvement(s).
•'C'PI-U" means the percentage rate change for the All Urban Consumers Index (CPI -U)
(1982-198-1 Itlul. no► seasonally adjuaCd. for the Seattle -Tacoma -Bellevue area for that 12
month period froitn Junu;u•v I" to December 31" Indexed as the Annual Average, as is specified
h% the Bureau of Labor Statistics, United States Department of Labor. Increases based on CPI -U
shall take el'1'ect on March ("of the follov ii year.
e) "Council" or "City Council" means the duly elected legislative body governing the
City of Port Orchard.
f) "Director" means the City's Community Development Director.
g) "Effective Date" means the effective date of the Adopting Ordinance.
h) "Maximum credit" or "maximum reimbursement" means the maximum amount that
is eligible for proiects subject to this Agreenent, or for past projects done by GEM I/MLC, for
which reinthnrsement or impact fee credits will be provided by the City to the Developer or
MLC.
i) '•Me( ormick Project(s)" or "Project(sl" mean, the to u'ansportati('n projects
described above which serve both the Met ormick Properly and the greater Lummunil), as
specified in Section 1 and as provided for in all associated hermits/approvals, and all
incorporated exhibits.
Section 4. Exhibits. Exhibits to this Agreement are as follows:
a) Exhibit A-1 — Parcel numbers of the McCormick Property that are subject to
impact fee credit.
b) Exhibit A-2 - Map depicting the boundaries of the McCormick Property that are
subject to the impact fee credit in this Agreement.
c) Exhibit B-1 — Parcel numbers of the McCormick Property with vested
concurrency.
d) Exhibit B-2 Map depicting the boundaries of the McCormick Property with
vested concurrency .
e) Exhibit C — Map showing the original boundaries for the 2005 Transportation
DA which remains the reimbursement area for MLC
Section 5. Parties to Development Agreement. The parties to this Agreement are:
Development Agreement for Funding Transportation Improvements
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FG:54082696.4
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a) The "City" is the City of Port Orchard, 216 Prospect Street, Port Orchard, WA 98366.
b) The `'I)ev'eloper" or "Property Owner" or "McCormick" is a private enterprise which
owns the McCormick Property in fee, and who'c principal office is located at 12332 NI: 1150'
Place, Kirkland, WA.
c) GEM I, LLC is the prior owner of the property that was subject to the 2005
Transportation DA, and MLC is the successor to GEM I for purposes of reimbursement. MLC is
located at 1869 McGilvra Blvd E, Seattle, WA 98112 and is still receiving reimbursement from
the City for transportation projects done under the 2005 Transportation DA. These payments will
continue in accordance with Section 15 of this Agreement.
Section (. Projects are a Private Undertaking. It is agreed among the parties that the
Projects are private improvements for which credits are required pursuant to k( W 82.02.0601-I)
and that the City has no interest in the improvements until such time as each l'1'uoject is completed
and dedicated to the City.
Section 7. Term of Agreement. This Agreement shall commence upon the effective date
of the Adopting Ordinance approving this Agreement and shall continue in force for a period of
twenty (20) years unless extended) or terminated as provided herein, provided that rcimbut•sement
to MLC pursuant to Section 15 shall survive expiration until full rcimburscment is received by
MLC. Following the expiration of the term or extension thereofor if sooner terminated. this
Agreement shall have no force and effect.
Sectiva 8. Repeal and lteplacentent of 2005 Transportation DA. In consideration of
the benefits to the Developer provided by the timely construction of the h1c('ornlick Project., the
confirmation of concurrency, the agreement on a credit calculation for transport;llion impact lees
high will he charged to the McCormick Propertyand the continuation of reimbursement from
impact fees to MLC, the Developer. \ll U. and the City agree to rescind, and by execution of this
Agreement do rescind, the 2005 'fransp rrlation Agreement. and replace it with this I)e\elopment.
Agreement.
Section 9. Concurrency. The Parties agree that ('icy streets affected by development of
the McCormick Property have the capacity to serve the !vcCormick Properly in compliance with
the (. it\ S Cl)Ill'lll'1'Clle) requil'ellll'llt` so 1011 as such development does not result ill the
generation of more than 3,806 I'M peak hour trips, which is the number of remaining trips
identified in Section 9 of the 2005 Transportation DA reserved for the McCormick Property
identified on Exhibits B -1 and B-2. This remaining concurrency provided in the 2005
Transportation DA is being carried forward for the duration of this Agreement as set forth below.
These trips are available as of December IS, 2020.
— - AvailablP
e M _ Lots/Units for Map Designation on
Area Peak Triers Residential t Ex. C
-- — — North
McCorm ick North _. ___
• Village local center _ I 659 , (See Note— - _ North
Development Agreement for Funding Transportation Improvements
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FG:54082696.4
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(residential + 1
commercial — -- —
• Single Family 312 315 North
_ Residential _ _
Total McCormick North 971
McCormick West — — — West
• Multifamily 415 _ 419 West
• Sing le Family I 1 530 1 545 West
Residential_ -- ,-_ -
Total McCormick West _1,943 — __j
McCormick Woods 697 640 Wd —_
McCormick Woods Retail 63 N/A Wd
McCormick Woods 122 N/A GC
Conference (Golf Facilities)_I
McCormick Woods lc y lots 8 _ 8 — Not depicted
Total McCormick Woods _ 890_
_Grand Total — 3,806
There are 659 PM Peak Trips available within the Village local center. Residential PM Peak
Trips will be calculated per unit and commercial PM Peak trips will be calculated by use type
and square footage.
The defined areas for the assigned concurrency numbers above are listed by parcel number on
I-xhibit B-1 and shon (except for the eight legacy lots, which arc vacant lots in prior
subdivisions) on Exhibit B-2, which Exhibits are attached hereto and incorporated herein by this
reference as i1e litrlh in Iltll. Residential development shall he limited hk either the I'M peak
hour trips or the number oI' units. %\hichever is more restrictive. ('ununerei;tl development .halI
be limited only by the PM peak hour trips. I o the extent that McCormick in the future proposes
residential or commercial development within the McCormick Property that will generate more
than the number of PM peak hour trips shown in the above table. the City will make a new
concurrency determination regarding the capacity of its street system at that time.
Section it). Project Schedule. The Developer will commence construction of the two
McCormick Projects on the tbllowing schedule
a) Work on the roundabout at the intersection of OId (.Tifton Road and (ampu. Parkway
(Project II) #1.5C an the ('ity's TII'I (I'ertnit. ►IP1420-031 and I'W_'t►-u3') 'hall
commence no later than June 30. 2021. and I)e' eloperwill complete conatuction in a
timely and workmanlike manner. Such work shtlll be completed no later (halt September
30, 2022.
b) Developer will submit a complete set of plans Ii�r a roundabout at the intersection of Old
Clifton Road and McCormick Woods Drive (Project ID 112.08) no later than June 1, 2023
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and will commence construction of said roundabout no later than June 1, 2024, provided
that the City has before then acquired the additional land, not owned by Developer, that is
needed for this roundabout; and Developer will complete construction in a timely and
workmanlike manner. Such work shall be completed no later than September 30. 2025 so
long as the City has acquired the land necessary tier the roundabout before June 1. 2024.
if the City has not acquired the land necessary I''r the roundabout before .lune I. 2024.
but does so more than 24 months before expiration of this Agreement. Developer shall
construct the roundabout with 24 months of such acquisition.
Section II. Project standards. Developer will finance. design, and construct these
McCormick Projects to comply with City st;mdtuds, including obtaining all necessary permits.
the City will approve the plans helicrc construction begins; and the City will accept
responsibility pier the operation ul' the projects once construction is completed and a two-year
warranty and maintenance bond is is place. A Project will he deemed completed when all of the
liWllow•ing occurs: I. 1 he ('itdeems it substantially complete: 2. All punch list items are
finished: 3. the City releases the perlo rmanee bond; 4. The Developer has put a 2 -year warranty
and maintenance bond in place; 5. The Developer has completed all property dedications; and 6.
The Developer has provided the City with a 13i11 of Sale for the improvements containing the
certified construction costs (s►Anlped by licensed engineer) to the City for determination of the
maximum credits available under this Agreement. The City will confirm completeness of the
Project by issuing a Final Notice of Completeness to the Developer.
Section 12. Project costs. The maximum amount of the credit (or reimbursement) for
project costs performed under this Agreement shall be limited to no greater than the engineer's
estimate contained in the City's transptirlation impact fee culcul;ttion, plus an annual inflator per
the ('PI -l1. or, the ueuutl costs incurred by the Developer. whichever i, less. fhe credits provided
under Section 14 below are limited to this maximum creditlreintbuNNsrme,II amount and once the
project cost maxinunnls) have been achieved through credits or direct reimbursement to
Developer, the credits will no longer he available and full impact fees will be due for further
development.
Section ii. Applicable Impact Fees. The repeal and replacement of the 2005
'iransportatitIn DA results in all property owners both within and without the McCormick
Property being subject to the ('it)'s established city-wide impact fees as these no'.' exist or nut)
be modified in the future by the City Council. This Agreement ftit'ther confirms that impact ices.
permit ices, capital facilities charges. and other similar fees which are adopted by the ('by to of
the I-.1're live Date ol'this Agreement may he increased by the City from time to time, and made
applicable to permits and approvals for the McCormick Property. as long as such fees and
charges apply to similar applications and projects elsewhere in the City. All impact fees shall be
paid as scat forth in pile approved permit or approval, or as addressed in chapter 20.182 of the Port
Orchard Municipal Code. except as modified by this Agreement. Nothing in this Agreement
restricts or prohibits the Cite from raising its Ices, Including transportntit'n impact fees. and the
Developer agrees to pay the impact fees at the rotes that are in effect at the time when payment is
due minus any credits applicable according to this Agreement.
Section 1a. Impact Fee Credits. The City hereby grants the Developer a crk-dit against
transportation impact fees for its costs to finance, design. and construct the McCormick Projects.
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The credit is available to parcels located in the areas identified and shown on Exhibits A-1 and
A-2. The credits will be calculated and applied as follows:
a) Each parcel or lot that is developed within the McCormick Property credit area
ii;xhihits A -I and :\-2) will pay the City's adopted impact I'ce: until I)evelcuper
provides documentation to the City that Developer has e\petxled a minim unit iii'
$50,001) towards the design or consu•uction nl one iii the ►tic(utnlick Pro.iccts. At
the time of this Agreement, the parties believe that Developer has already met this
threshold, therefore, once Developer provides the documentation, the City will
begin applying the credit described in this Agreement.
b) Once McCormick provides documentation to the City of such $50,000
expenditure, the City will grant a credit in the amount of $1,000 per new home (or
per peak pm trip for commercial/multifamily development) against its standard
u•an,portalion impact Ire Iur each application to dcyelop a lot or parcel within the
McCormick Property credit area (l.\hihits \-I and A -2t until such little as the
credits granted by the City equal the amount of credit clue to Developer under
Section 12 above. This credit amount shall be adjusted as follows:
i. The $1,000 credit shall be adjusted annually per the CPI -U, such
adjustment to occur on March l'of each year;
ii. If the amount outstanding for reimbursement of project costs is less than
the credit, then the lesser amount shall be provided as a credit;
iii. II the City reimburses the Developer directly with SE:PA mitigation funds
received from another developer. then that amount shall be deducted
dollar fur .lollar from the am' uiu of pr+•jeci costs outstanding and the
credits available will be reduced accordingly.
c) Phan completion id each Project. Developer shall submit ecrtilied project costs to
the ( it f r review argil acceptance by the City 1-.ngineer. (7ncc these cots and
r.�ecutcd 13111 of Sale arc reviewed and accepted by the C it Engineer. the
maximum credit due to Developer will be established and will equal the amount
of the project costs as so certified in accordance with this subsection and Section
12. The City will grant the credits described in Subsection b) above against the
transportation impacts fees that would otherwise he due for development of lots
and parcels within the McCormick Property credit area as identified and shown on
Exhibits A-1 and A-2. Such credits shall be provided until such time as the
Developer receives full credit and/or reimbursement for its project costs or this
Agreement terminates, whichever occurs first.
The City agrees that these credits are consistent with RCW 82.02.060(4); that they arc
apprul,riate in light of the unusual circumstances described in the Recitals abate: that they are
consiaent with the intent of I'O\1(' 21).182.itt0: and that the ('ity Council has legislotiaely
approved this Agreement mid exempted these credits I'oi (levelopnlcnt of the McCormick
Projects from the specific provisions of POMC 20.182.080.
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Section 15. McCormick land Company Itcimbursetnent. This Agreement reaffirms the
City's obligation to reimburse MI-(: for construction of the Glenwood Connector Roadway and
minor improvements to feigley Road. The maximum reimbursement amounts outstanding for
these projects as of August 1, 2020 is $1,542,239.64. Regardless of any fee credits provided for
in this Agreement, the City's reimbursement for such project shall continue at the rate of $720.80
for each unit of housing constructed or for each PM Peak trip, or fraction thereof, for which an
impact fee is assessed in the MLC reimbursement area as depicted on Exhibit C until such time
as MLC is fully reimbursed or this Agreement expires, whichever occurs first. This
reimbursement amount shall be increased annually by (Pt -t! (Seattic/T'acoma/Bellevue) for the
most recent twelve-month period (January 1$` to December 31"1 prior to the date of the
adjuM anent. Such adjustment shall take eftcct on March I" of each year. commencing on March
1. 2021, Disbursements ,shall be made annually in January of each year based on the collections
from January I" to December 3l" in the prior year. however in 2021. such payment shall only be
from collections from August I to December 31, 2020 as payment from collections through July
31, 2020 has already occurred. MIAagrees to the repeal of the 22((05 'Transportation I)A and
accepts the continued reimbursement under this nets Agreement and agrees to he bound by this
new Agreement ,is sho%%n h) itsignature to this Agreemen(, Iltis Section 15 shall survive
expiration uf• this Agreement and shall remain in effect until such time as MLC has been fully
reimbursed under the terms of this Agreement for construction of the Glenwood Connector
Roadway and minor improvements to Feigley Road.
Section 16. Dedication of Public Lands. •1 he I)eveloper sit -ill dedicate the land that it u 11
that is needed to construct the McCormick Projects prior to final completion of each l rolject.
Neither Project shall be deemed completed until such dedications have occurred. In addition.
consistent with Section 9 of the 2005 Transportation DA, to the extent that projects on the City's
TIP including Old Clifton Widening and the Feigley Road Roundabout require additional
dedications of right-of-way from within the McCormick Property, McCormick will dedicate that
portion of the additional right -of -wary. Such dedications shall occur within a mutually agreeable
tinlefiame prior to the hid llicitation for the hrtiieet requiring additional right-of-way.
Section 17. 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' notice ill writing,
specifying the nature of the alleged default and the manner in which said default may be cured.
L)uring this thirty 1311) day period, the Party charged shall not be considered in default for
plrl'phaL'ti 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 tile an action to entialcc the City's Codes. and to obtain penalties and
costs as provided in the Port Orchard Municipal Code for violations of this Development
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Agreement and the Code.
Section 18. 'Termination. This Agreement shall terminate upon the expiration of the term
identiliedl in Section 7, which expiration date is February , 2041. Upon termination of this
Agreement, the City shall record a notice of such termination in a li"rm satisfmctclry to the City
Attorney that the Agreement has been terminated. In addition, this Agreement shall
automatically terminate and be of no further force and effect as to any single-family residence,
any other residential dwelling unit or any non- residential building and the lot or parcel upon
which such residence or building is located, when it has been approved by the City for
occupancy and impact fees have been paid.
section 19. Extension and Modification. Any request for extension or modification, if
allowed under the City's code, shall be subject to the provisions contained in Chapter 20.26
POMC.-
Section 20. Effect upon 'termination on Developer and MLC. Termination of this
Agreement as to the Developer or as to \I1 (' shall not affect any of the Developer's or MLC's
respective obligations to comply %%ilh the City C'ontprehensive plan mid the terms and conditions
or any applicable toning code(s) or subdivision map or other land use entitlements approved
Frith respect to the 5Ict'nnnick I's',+party us' the \l L( property, or any other conditions specilied
in the Agreement to continue alter the termination of this Agreement or obligations to pay
:1s' cssinenis. liens. l ec or lases. 1'( Irtherllt(11'e, ii' the Agt•eetnenl expires witltr(tn the prtJecl costs
being fully recovered h\' impact Ice credit or mitigation funds. the Developer will no longer be
eligible to receive such credits. I'ruvided, hc►wever. that Section I5 0l' this Agreement gill
.urt ivc termination il' ML(' has not yet been fully reimbursed and this Agreement will only
expire as to MI.C after both termination and fill reimbursement have occurred.
Section 21. Effects upon Termination on City. Upon any termination of this Agreement as
to the McCormick property, or any portion thereof: or as to ML.C property. the entitlements,
conditions of development, limitations on fees and all other terms and conditions of this
Agreement shall no lunges' he vested hereby with respect to the property ai'fcctcd by such
termination (provided that vesting of such entitlements, conditions or fees may then be
established for such prcllx►•ty pursuant to the then existing planning and zoning laws). The City
will be under no obligation to provide any additional credits or reimbursement to Developer even
if the project costs have not been fully recovered at the time of expiration or termination.
Section 22. Assignment and Assumption. The Developer shall have the right to sell,
assign or translcr this,\grcement with all rights, title, and interests therein to any person, firm or
cot7><1raliun at any time during the term of this Agreement with a sale O1 the underlying property.
Developer shall provide the ('it) with written notice of any intent to sell. assign. or u:uhler all or
u poriiuun of the McCormick property, at lead .t0 clays in advance of such action. A trunslcr by
r)cveloper will not impact the rights ,,t \1l.:C under this Agreement. This requirement I'or notice.
however. does not apply to the sale by Developer oh' individual residential lots approved by the
City for development of houses.
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Section 23. Binding on Successors; Covenants Running with the Land. The conditions
and covenants set North 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 Parties. The
Developer and ever) purchaser. assignee or transferee of an interest in the McCormick Property,
or any portion thereo[. ;hall be obligated and bound by the terms and conditions of this
Agreement. and shall he the beneficiary thereof and a Party thereto, but only with respect to the
McCormick Propert). or suclr portion thereof. sold, assigned or transferred to it. Any such
purchaser, assignee or transferee shall observe and fully perlin•nt all of the duties and obligations
of a I)eveloper contained in this Agreement, as such duties and obligations pertain to the portion
of the McCormick Property sold, assigned or transferred to it.
Section 24. Amendment to Agreement; leffect of Agreement on Future Actions. No
waiver. alteration, or modification to any of the pro\ i.ions of this Agreement shall he binding
uulesc in writing. signed by the duly authoriicd reprrsentatives of the Parties. be consistent with
C'huptter 2(1.26 130,\- '. anti. here considered substantive as determined by the Director. follow
the same procedures set litrth in Chapter 202(, POMC. However, nothing in this Agreement
shall prevent the City Council from making any amendment to its Comprehensive Plan, Zoning
Code. Official Zoning Map or development regulations, or to impacts fees that aliect the
McCormick Property in the same manner as other properties, after the Effective Date of this
Agreement.
Section 25. Releases.
a) General. Developer may lice itself from titrther 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.
I) Previously collected impact fees. Dv%doper expressly tsaives and tbrever releases
City from any and all claim'. it ma) Irate ttith regards to the :utritunt or usage of any
transportation impact lines which the City collected front propetl) that was subject to the _20(15
Transportation I)A prior to the effective date of this Agreement. Developer further agrees that
City care utilise these previously collected funds on any prt.ieet it deems appropriate and is not
limited to the projects oatlinetl in the 20115 1 ransportation DA. These projects include, but are
not limited, to the Old Clifton Road/Anderson Hill Road Roundabout (Project 2.071. the Old
Clifton Road non -motorized shoulder and pedestrian improvements (Project 1.5A), Old Clifton
Widening Design (Project 1.5A), and Bethel Avenue (Project 1.3).
c) Obligations to Kitsap County [stinguished. This Agreement being a complete
replacement to the 20(15 Transportation DA, neither Party has any obligations to Kitsap County.
Section 26. Notices. Notices, demands. correspondence to the City, Mt C. andior Developer
(as applicable) shall he sufficiently given if dispatched b) pre -paid first-class. mail to the
addresses ol'tile parties as (lesignated in "Written \otiee" Section 38 beln. Notice to the City
shall be eta the attention of both the City Clerk and the City Attorney. Notices to successors -in -
interest of the Developer 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. I he parties
Development Agreement for Funding Transportation Improvements
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hereto may, from time to time, advise the other of new addresses for such notices, demands or
correspondence.
Section 27. Reimbursement for Agreement Expenses of the City. Developer agrees to
reimburse the City for actual expenses incurred over and above ices paid by Developer as an
applicant incurred by City directly relating to this Agreement, including recording fees,
publishing fees and reasonable stuff' and consultant costs not otherwise included within
application lees, This Agreement shall not take effect until the fees provided for in this section,
as well as any processing fees owed to the City for the transpollntion protect known as the
Campus Parkway Round:shout are paid to the ('ily, ttpon payment of all expenses. the
I )eveloper may request a i lUen ucl.n,.,a ledgen1c11 of all fees. Such pa) meat at• all fees shall be
paid. at the latest, within thirty 1311) days from the City's presentation of a written statement of
charges to the Developer.
Section 28. Applicable Law, Resolution of Disputes, and Attorneys' Fees. 1F any dispute
arises between the City and Developer under any of the provisions of this Agreement.
jurisdiction of any resulting litigation shall be filed in Kitsap County Superior Court, Kitsap
County. Washington or the U.S. District ( duel for Western Washington. This Agreement shall
be governed by and construed in accurdanee 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'
eahettsc5 and reas,mable attrneys fees.
Section 2'). No Third -Party Beneficiaries. Except as otherwise provided herein, this
Agreement shall not create vii rights enforceable by any party who is not a Party to this
Agreement.
Section 311. City's right to breach. The patties agree that the (.'its 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 31. Developer's Compliance. The Cit)'s duties under the agreement are expressly
conditioned upon the Developer's or Property Owner's substantial compliance with each and
aver} term. condition. provision and/or eaventutt in this Agreement. including. all applicable
federal. state, and local laws and regulations and the Developer's/Property Owner's obligations
as identifed in any approval or project permit lot' the property identified in this Agreement.
Section 32. Limitation on city's Liability for Breach. Any breach of this Agreement by
the ('sty shall It right nab to damages under state contract law and shall not give rise to any
liahilils under Chapter 64.41.1 RC W. the Fillh and Fourteenth Amendments to the U.S.
Constitution. or similar state constittlionaI provisions.
Section 33. Third Party Lcgnl Challenge. In the event any legal action or special
proceeding is commenced by am par%oll ur entity other than ;) Party to ehullenge this Agreement
or ;tits I,r,'vkion herein, the ('ii) mt►\ sleet to tender the defense of such lawsuit or individual
claim" ill the lawsuit to Developer . In ,"uch cent, Developer shall hold the City harmless from
Development Agreement for Funding Transportation Improvements
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and defend the City from all costs and expenses incurred in the defense of such lawsuit or
individual claims in the lawsuit, including but not limited to, attorneys' fees and expenses of
litigation. The Developer shall not settle any lawsuit without the consent of the City. The City
shall act in good faith and shall not unreasonably withhold consent to settle.
Beckon 34. Specific Performance. The parties specifically agree that damages are not an
adequate remedy the breach of' this Agreement. and that the parties are entitled to compel Specific
performance of all material terms of' this Development Agreement by any Party in default hereof.
Section 35. Recording. This .Agreement shall be recorded against the property with the real
property records of' the K itsup County AAuditor. During the term of the \greenunl, it is binding
upon the ou\ners ol'the property and ;uty suceessoi:s in interest tt such property.
Section 36. Severability. If any phrase, provision or section of this Agreement is
determined by a court of competent jurisdiction to be invalid or unenforceable, or if any
provision of this Agreement is rendered invalid or unenforceable according to the terms of any
statute of the State of Washington which became effective after the effective date of the
ordinance adopting this Development Agreement. and either l'arty in good faith determines that
such provision or provisions are material to its entering into this Agreement, that Party may elect
to terminate this Agreement as to all of its obligations remaining unperformed.
Section 37. 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 38. Written Notice. All written communications regarding enforcement or alleged
breach of this Agreement shall be sent to the parties at the addresses listed below, unless notified
to the coturar%. finless otlteraiw specified, any %%ritten niuice 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
McCORMICK:
Eric Campbell
12332 NE 115'h Place
Kirkland, WA 98033
criau, IisfJnt.nlic.cum
Nick Tosti
805 Kirkland Avenue, Suite 200
Kirkland, WA 98033
nicku' ti �r_m;iii r,mi
CITY:
Mayor
City of Port Orchard
216 Prospect Street
Port Orchard WA 98366
I' III ;iii.tni:,rC'il' 1t pvtntchard.us
Copies shall also be transmitted to the City
Clerk and City Attorney at the above address.
Development Agreement for Funding Transportation Improvements
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GEM 1, LLC / McCORMICK
LAND COMPANY
Doug Skrobut
1869 McGilvra Blvd E
Seattle, WA 98112
d"Ll-441ta' r ;.ntu�il.C1111.i
Section 3'). Time Is of the essence. All time limits set forth herein are of the essence.
The Partiec agree to perform all obligations under this Agreement with due diligence.
Sectiprl 44). hutirc :Ngrecmcitt. The written provisions and terms of this .\ercement.
together with the I'xhihits ;tttachetl hereto. shall suhrrscdc all prior verbal statcmcnts of any
officer or other rrpresrntalive of the parties, and such statements shall not be eftcetive or be
construed as entering into or forming a part of or altering in any manner whatsoever, this
Agl'cetnent. 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 . 5_ day of
February, 2021.
MCCORMICK COMMUNITIES, LLC
GEM 1, LLC/McCORMICK LAND
COMPANY
By: _
P11tOVEI) ,�rS TO FORM:
Patrick Schneider
Attorney for McCormick
CITY OF PORT ORCHARD
—
Its: Mayor , iuul loft 1,iri.
o� p� P012)
otiro,p
V��' mac'• q ���0
APPROVEX.'() RM:
I ulilcr S. tobcrtson
Attorney for Port Orchard
Development Agreement for Funding Transportation Improvements
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APPROVED AS TO FORM:
Duana Kolouskova
Attorney for GEM 1, LLC/MLC
ATTEST:
Brandy inearson
Port Orchard City Clerk
Development Agreement fbr Funding Transportation Improvements
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NOTARY BLOCK FOR PORT ORCHARD
STATE OF WASHINGTON )
) ss.
COUNTY OF KITSAP )
I certify that I know or have satisfactory evidence that_ir. Ruh I'ulaansuu is the person
who appeared he lore me, and said person aL'i+nu+ IcdCd that he signed this instrument. nn oath
stated that hr +va, author iced to c�ccutc the insuunlent and arknu++IcJgcJ it a. theMtypr ul' Pert
Orchard to be the free and voluntary act of such Party for the uses and purposes mentioned in
the instrument.
c
(print or type name)
NOTARY PUBLIC in and for the
State of Washington, residing at:
My Commission expires: 1�,LDC
Development Agreement for Funding Transportation Improvements
Page 17 of 19
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NOTARY BLOCK FOR McCORMICK COMMUNITIES
STATE OF WASHINGTON )
/ ss.
COUNTY OF ___ )
I certify that I know or have satisfactory evidence that Mr.L3is the person
who appeared before me, and said person acknowledged that (hg/she) signed this instrument, on
oathstated that (he/she) was authorized to execute the instrument and acknowledged it as the —
of k1c(,urmick C'i�mmunilic,. I l (_ to be the free and voluntary act of such Party for the
uses and purposes mentioned in the instrument.
Dated: - _— _ 20 •,L
L
aryblic
f Washington D. MARSHALLISSION EXPIRES3-06-2021
____d..iL
AVJ 1)_i ".J L i(
(print or type name)
NOTARY PUBLIC in and for the
State of Washington, residing at:
My Commission expires: Cat, Z
Development Agreement for Funding Transportation Improvements
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NOTARY BLOCK FOR GEM 1 / McCORMICK LAND COMPANY
STATE OF WASHINGTON
) ss.
COUNTY OF L )
I certify that I know or have satisfactory evidence that \1r. 13m g ir1A 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 —
VSO of G.1-fI_1.I I l'/N1cCorrnicI I_and(_oinpan to be the free and voluntary act of such
Party for the uses and purposes mentioned in the instrument.
Dated:'L 202.1
Notary Public
State of Washington
ANDREW D. MARSHALL
MY COMMISSION EXPIRES fl
03-06-2021
rt≥J1'L Li!
(print or type name)
NOTARY PUBLIC in and for the
State of Wasl 'ngton, residing at: -
My Commission expires:
Development Agreement for Funding Transportation Improvements
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Exhibit A-1
McCormick Property
List of Parcels Subject to Impact Fee Credit
McCormick North
052301-4-023-2008
052301-4-027-2004
052301-4-024-2007
052301-4-025-2006
052301-4-026-2005
052301-4-013-2000
042301-3-011-2005
McCormick West
082301-2-002-2004
082301-2-003-2003
082301-1-013-2003
082301-2-004-2101
082301-1-010-2006
082301-1-014-2002
172301-2-002-2003
172301-2-004-2001
172301-2-003-2002
172301-2-006-2009
172301-2-005-2000
172301-2-007-2008
172301-3-004-2009
McCormick Woods
042301-3-010-2006
6031-000-131-0002
5552-000-045-0008
092301-1-005-2002
092301-4-004-2007
092301-1-009-2008
092301-4-005-2006
092301-4-003-2008
092301-4-002-2009
162301-1-021-2003
162301-1.020-2004
162301-1-019-2007
Docusign Envelope ID E3D063C2-A269-49A0-8221-8B1A02D755D4
Exhibit A-2
McCormick Property
Maps of Parcels/Areas Subject to Impact Fee Credit
'ii .J!i
•-_._:
a_. -I
:t lt4
j
tIII
_
w�t.r
-
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'
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h
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— =
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F Wd
fi I�-
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tf
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I
Ii
it 't. • � � '�F,
_
I .-I _.I �(_
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Legend
..•.......•..•......•...,
McCormick North - North
�........
McCormick West — ...........West.....•..•.
�. ...... I .........................1
McCormick Woods — — i Wd
Docusign Envelope ID E3D063C2-A269-49A0-8221-8B1A02D755D4
Exhibit B-1
List of Parcels with Vested Concurrency
McCormick North
052301-4-023-2008
052301-4-027-2004
052301-4-024-2007
052301-4-025-2006
052301-4-026-2005
OS2301-4-013-2000
042301-3-011-2005
McCormick West
082301-2-002-2004
082301-2-003-2003
082301-1-013-2003
082301-2-004-2101
082301-1-010-2006
082301-1-014-2002
172301-2-002-2003
172301-2-004-2001
172301-2-003-2002
172301-2-006-2009
172301-2-005-2000
172301-2-007-2008
172301-3-004-2009
McCormick Woods
042301-3-010-2006
6031-000-131-0002
5552-000-045-0008
092301-1-005-2002
092301-4-004-2007
092301-1-009-2008
092301-4-005-2006
092301-4-003-2008
092301-4-002-2009
162301-1-021-2003
162301-1-020-2004
162301-1-019-2007
Legacy Lots
5190-000-018-0009
6031-000-032-0002
6031-000-025-0001
6031-000-063-0004
5161-000-021-0009
5145-000-023-0008
5139-000-013-0008
6031-000-074-0001
Docusign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
Exhibit B-2
Map of Parcels/Areas with Vested Concurrency
y`I;I T
'lu•• �� L..�T --�- • ,
1 'f 1 r •_ I •' .. I
J. 1: NL ICJ I
— t I — l ;-1
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-I �; E North.; I I , i I. 1 II i I I
li ''.l wdt. ', !II
/ ( ../ W
West
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'fit . ;I _ ..' III . }
Legend
McCormick North -
McCormick West
McCormick Woods
Golf Facilities
..........................,
North
........................................;
........................... •............,
West
.........................................
.....................................
Wd
......................................,
GC
See Exhibit B1 for legacy lots vested to concurrency with this agreement
Docusign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
Exhibit C
Boundary of 2005 Traffic Agreement _1 iI■ ,
�+ -r
— I der r 11 1a 1 t + +
1 TI
r �!
I iI L.
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I , J_
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Docusign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
EXHIBIT B: FIRST AMENDMENT TO MCCORMICK COMMUNITIES, LLC,
DEVELOPMENT AGREEMENT
ORDINANCE NO. 041-23
AN ORDINANCE OF THE CITY OF PORT ORCHARD, WASHINGTON,
AUTHORIZING THE MAYOR TO AMEND AN EXISTING DEVELOMENT
AGREEMENT WITH MCCORMICK COMMUNITIES, LLC; PROVIDING FOR
CORRECTIONS; AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, pursuant to RCW 36.70B.170, the City Council has the authority to review and
enter into development agreements that govern the development and use of real property within
the City; and
WHEREAS, the City Council has adopted standards and procedures governing the City's
use of development agreements, codified at Chapter 20.26 of the Port Orchard Municipal Code
(POMC); and
WHEREAS, in January 2021, the City and McCormick Communities, LLC entered into a
Development Agreement to address the design, construction, and funding of certain
transportation improvements within and near the McCormick Woods development in the vicinity
of Old Clifton Road and Campus Parkway, as provided in "Exhibit A" of this Ordinance; and
WHEREAS, McCormick Communities is requesting to update this previously approved
development agreement to correct a discrepancy between the number of peak pm trips and the
number of housing units covered by the proposed development agreement; and
WHEREAS, on December 9, 2020, the City's SEPA official issued a determination of non -
significance for the proposed development agreement and consolidated permits under the
Optional DNS process, and there have been no appeals; and
WHEREAS, on December 19, 2023, the City Council held a public hearing on the proposed
amendment to the development agreement, and comments were received; and
WHEREAS, the City Council, after careful consideration of the development agreement
and all public comments and testimony, finds that the revised development agreement is
consistent with the City's Comprehensive Plan and development regulations, the Growth
Management Act, Chapter 36.70A RCW, and that the amendments herein are in the best
interests of the residents of the City; now, therefore,
THE CITY COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, DO ORDAIN AS
FOLLOWS:
SECTION 1. The City Council adopts all of the "Whereas" sections of this ordinance and
all "Whereas" sections of the Development Agreement as findings in support of this ordinance.
Docusign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
Ordinance No. 041-23
Page 2 of 3
SECTION 2. The City Council approves of and authorizes the Mayor to execute a
development agreement with McCormick Communities, LLC and McCormick Land Company, as
provided in "Exhibit A" of this Ordinance.
SECTION 3. Severability. If any section, sentence, clause or phrase of this Ordinance
should be held to be invalid or unconstitutional by a court of competent jurisdiction, such
invalidity or unconstitutionality shall not affect the validity of constitutionality of any other
section, sentence, clause or phrase of this Ordinance.
SECTION 4. Corrections. Upon the approval of the city attorney, the city clerk and/or
code publisher is authorized to make any necessary technical corrections to this Ordinance,
including but not limited to the correction of scrivener's/clerical errors, references, Ordinance
numbering, section/subsection numbers, and any reference thereto.
SECTION 5. Effective Date. This Ordinance shall be published in the official newspaper
of the city and shall take full force and effect five (5) days after posting and publication as required
by law. A summary of this Ordinance may be published in lieu of publishing the entire Ordinance,
as authorized by state law.
SECTION 6. Appeals. Since the Development Agreement is related to a project permit
application, the provisions of chapter 36.70C RCW shall apply to the appeal of the decision of the
development agreement.
PASSED by the City Council of the City of Port Orchard, APPROVED by the Mayor and attested
by the City Clerk in authentication of such passage this 19th day of December 2023.
EDocuSigned by:
6Maat sIAIA.
Robert Putaansuu, Mayor
S' gned by:
Brandy Wallace, MMC, City Clerk
AP cV :TO FORM:
£03701 r0550457
Charlotte A. Archer, City Attorney
PUBLISHED: December 22, 2023
EFFECTIVE DATE: December 27, 2023
SPJLQgned by:
,,bLln r,Lattisolt
John Clauson, Councilmember
i,
P QRT OR `
SEAL
MBEa`
''',,
OF WAN`"'\
Docusign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
Ordinance No. 041-23
Page 3 of 3
EXHIBIT A: MCCORMICK COMMUNITIES, LLC, DEVELOPMENT AGREEMENT
Docusign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF PORT ORCHARD AND MCCORMICK
COMMUNITIES, LLC FOR THE DEVELOPMENT AND FUNDING OF
CERTAIN TRANSPORTATION IMPROVEMENTS
Contract No. 035-21
THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT FOR THE
DEVELOPMENT AND FUNDING OF CERTAIN TRANSPORTATION
IMPROVEMENTS ("Amendment Agreement") is entered into between the City of Port
Orchard, a Washington municipal corporation ("City" or "Port Orchard") and McCormick
Communities, LLC, a Washington limited liability company ("McCormick"). City and
McCormick are each a "Party" and together the "Parties" to this Amendment Agreement.
RECITALS:
WHEREAS, on February 1, 2021 the Parties entered into a Development Agreement for
the purposes of establishing transportation improvements and concurrency for the McCormick
Woods development project; and
WHEREAS, Section 9 of the Development Agreement establishes the number of lots and
peak pm trips that can be constructed/generated in McCormick Woods and the Parties desire to
modify these numbers such that the maximum number of lots is aligned with the maximum number
of peak pm trips already approved in the Development Agreement; and
WHEREAS, McCormick is the owner of all parcels that will be impacted by the
concurrency change; and
WHEREAS, this First Amendment does not change any impact fee credits, concurrency,
development standards, or entitlements for any parcels that may be covered by the Development
Agreement and that have since been sold by McCormick to other parties, therefore, none of the
other owners are parties hereto as their rights are not affected; and
WHEREAS, the properties impacted by this Amendment are shown on Exhibit D which
is attached to this Amendment; and
WHEREAS, McCormick Land Company's rights under the Development Agreement are
not impacted by this First Amendment, therefore, they are not a party hereto; and
WHEREAS, in consideration of the promises and undertakings described above together
with those in the Development Agreement, the City and McCormick agree as follows:
FIRST AMENDMENT TO McCORMICK TRANSPORTATION DA
Page 1
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10728979.7 - 367463 - 0005
Docusign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
AGREEMENT:
1. Development Agreement affirmed. The Development Agreement is affirmed
except as modified by this Amendment Agreement.
2. Exhibits. Section 4 "Exhibits" of the Development Agreement is hereby amended
to read as follows:
Section 4. Exhibits. Exhibits to this Agreement are as follows:
a) Exhibit A-1 — Parcel numbers of the McCormick Property that are subject
to impact fee credit.
b) Exhibit A-2 — Map depicting the boundaries of the McCormick Property
that are subject to the impact fee credit in this Agreement.
c) Exhibit B-1 — Parcel numbers of the McCormick Property with vested
concurrency.
d) Exhibit B-2 — Map depicting the boundaries of the McCormick Property
with vested concurrency.
e) Exhibit C — Map showing the original boundaries for the 2005
Transportation DA which remains the reimbursement area for MLC.
f) Exhibit D — Map showing properties impacted by this Amendment.
3. Concurrency. Section 9 "Concurrency" of the Development Agreement is hereby
amended to read as follows:
Section 9. Concurrency. The Parties agree that City streets affected by
development of the McCormick Property have the capacity to serve the McCormick
Property in compliance with the City's concurrency requirements so long as such
development does not result in the generation of more than 3,806 PM peak hour
trips, which is the number of remaining trips identified in Section 9 of the 2005
Transportation DA reserved for the McCormick Property identified on Exhibits B-
I and B-2. This remaining concurrency provided in the 2005 Transportation DA is
being carried forward for the duration of this Agreement as set forth below. These
trips are available as of December 15, 2020.
Available
I Lots/Units for
Map
Area
PM Peak
Residential
Designation on
Trips
I
Ex. C
FIRST AMENDMENT TO McCORMICK TRANSPORTATION DA
Page 2
/9-28-2023
10728979.7 - 367463 - 0005
Docusign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
McCormick North
North
• Village local
center (residential
659
(See Note 1)
North
+ commercial
• Single Family
312
315
North
Residential
Total McCormick
971
North
McCormick West
West
• Multifamily
415
419
West
• Single Family
1,530
1,545
West
Residential
Total McCormick
1,945
West
McCormick Woods
697
697 640
Wd
McCormick Woods
63
N/A
Wd
Retail
McCormick Woods
Conference (Golf
122
N/A
GC
Facilities)
McCormick Woods
8
8
Not depicted
legacy lots
Total McCormick
890
Woods
Grand Total
3,806
' There are 659 PM Peak Trips available within the Village local center. Residential
PM Peak Trips will be calculated per unit and commercial PM Peak trips will be
calculated by use type and square footage.
The defined areas for the assigned concurrency numbers above are listed by parcel
number on Exhibit B -1 and shown (except for the eight legacy lots, which are
vacant lots in prior subdivisions) on Exhibit B-2, which Exhibits are attached hereto
and incorporated herein by this reference as if set forth in full. Residential
development shall be limited by either the PM peak hour trips or the number of
units, whichever is more restrictive. Commercial development shall be limited only
by the PM peak hour trips. To the extent that McCormick in the future proposes
residential or commercial development within the McCormick Property that will
generate more than the number of PM peak hour trips shown in the above table, the
City will make a new concurrency determination regarding the capacity of its street
system at that time.
FIRST AMENDMENT TO McCORMICK TRANSPORTATION DA
Page 3
/9-28-2023
10728979.7 - 367463 - 0005
Docusign Envelope ID. E3D063C2-A269-49A0-8221-8B1A02D755D4
4. Project Schedule. Section 10 "Project Schedule" of the Development Agreement
is hereby amended to read as follows:
Section 10. Project Schedule. The Developer will commence construction of the
two McCormick Projects on the following schedule:
a) Work on the roundabout at the intersection of Old Clifton Road and Campus
Parkway (Project ID #1.5C on the City's TIP) (Permits #PW20-031 and
PW20-032) shall commence no later than June 30, 2021, and Developer will
complete construction in a timely and workmanlike manner. Such work
shall be completed no later than September 30, 2022.
b) Developer will submit a complete set of plans and permit applications for a
roundabout at the intersection of Old Clifton Road and McCormick Woods
Drive (Project ID #2.08) no later than June January 31, 2025 and
McCormick will commence construction of said roundabout no later than
June 1, X42026, provided that the City has before then acquired the
additional land, not owned by Developer, that is needed for this roundabout;
and Developer will complete construction in a timely and workmanlike
manner. Such work shall be completed no later than September October 30,
22027, so long as the City has acquired the land necessary any necessary
additional right of way and issued the permits for the roundabout before
June 1, 20242026. If the City has not acquired_ the necessary apy
necessary additional right of way or issued the permits for the roundabout
before June 1, 2024, but does so more than 24 months before expiration
of them -s Development Agreement, Developer shall construct the roundabout
with 24 months of such acquisition and/or permit issuance, whichever
occurs later.
5. Default. Failure or delay by either Party to perform any term or provision of this
Amendment Agreement shall constitute a default. In the event of alleged default or breach of any
terms or conditions of this Amendment Agreement, the Party alleging such default or breach shall
give the other Party not less than thirty (30) days' 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.
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
Amendment Agreement may, at its option, institute legal proceedings pursuant to this Amendment
Agreement.
FIRST AMENDMENT TO McCORMICK TRANSPORTATION DA
Page 4
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10728979.7 - 367463 - 0005
Docusign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
6. 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.
7. Conflict. In the event of any conflict between this Amendment Agreement and the
Port Orchard Municipal Code, this Amendment Agreement shall control.
8. Resolution of Disputes and Governing Law. If any dispute arises between the
City and McCormick under any of the provisions of this Amendment Agreement, jurisdiction of
any resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
This Amendment 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
Amendment Agreement shall pay the other Parties' expenses and reasonable attorney's fees.
9. Written Notice. All written communications regarding enforcement or alleged
breach of this Amendment Agreement shall be sent to the parties at the addresses listed below,
unless notified to the contrary. 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:
McCORMICK:
Eric Campbell
12332 NE 115th Place
Kirkland, WA 98033
eric ,mspgroupllc.com
Nick Tosti
805 Kirkland Avenue, Suite 200
Kirkland, WA 98033
nicktosti( gmail.com
CITY:
Rob Putaansuu, Mayor
City of Port Orchard
216 Prospect Street
Port Orchard WA 98366
rrputaansuuCc cityofportorchard.us
A copy shall also be transmitted to the City Clerk at the
above address
10. Modification. No waiver, alteration, or modification of any of the provisions of
this Amendment Agreement shall be binding unless in writing and signed by a duly authorized
representatives of the City and McCormick.
11. Severability. The provisions of this Amendment Agreement are declared to be
severable. If any provision of this Amendment Agreement is for any reasons held to be invalid or
unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality shall
not affect the validity or constitutionality of any other provision.
FIRST AMENDMENT TO McCORMICK TRANSPORTATION DA
Page 5
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10728979.7 - 367463 - 0005
Docusign Envelope ID E3D063C2-A269-49A0-8221-8B1A02D755D4
12. Good Faith and Due Diligence. The Parties agree to perform all obligations under
this Amendment Agreement in good faith and with due diligence.
13. Impact of First Amendment. As set forth in the Recitals above and as shown on
Exhibit D, McCormick Communities, LLC is the only property owner that is bound by the
Development Agreement that is impacted by this First Amendment. This First Amendment does
not change any impact fee credits, concurrency, development standards, or entitlements for any
parcels that may be covered by the Development Agreement and that have since been sold by
McCormick to other parties, therefore, none of the owners other than McCormick Communities,
LLC are parties to this First Amendment as their rights are not affected. Therefore, given the
limited nature and impacts of this First Amendment, only McCormick Communities, LLC and the
City need to be parties to this First Amendment and no other parties who may otherwise be bound
by the Development Agreement need to participate in this First Amendment.
IN WITNESS WHEREOF, the Parties have executed this Amendment Agreement on this
_ day of , 2023.
MCCORMICK COMMUNITIES, LLC
By:
Its:
APPROVED AS TO FORM:
Patrick Schneider
Attorney for McCormick Communities
CITY OF PORT ORCHARD
DocuSigned by:
By: �GG �U�'u4Un,Sltiu.
Its: Mayor
APPROVED AS TO FORM:
DocuSigned by:
3CCDg24BC20444F..
Jennifer S. Robertson
Attorney for Port Orchard
ATTEST:
DocuSigned by:
6 ae,asaaaootin
Brandy Wallace
Port Orchard City Clerk
FIRST AMENDMENT TO McCORMICK TRANSPORTATION DA
Page 6
/9-28-2023
10728979.7 - 367463 - 0005
Docusign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
Exhibit A 1
List of Parcels Subject to Fee Credit
McCormick North
052301-4-023-2008
052301-4-027-2004
052301-4-024-2007
052301-4-025-2006
052301-4-026-2005
052301-4-013-2000
042301-3-011-2005
McCormick West
082301-2-002-2004
082301-2-003-2003
082301-1-013-2003
082301-2-004-2101
082301-1-010-2006
082301-1-014-2002
172301-2-002-2003
172301-2-004-2001
172301-2-003-2002
172301-2-006-2009
172301-2-005-2000
172301-2-007-2008
172301-3-004-2009
McCormick Woods
042301-3-010-2006
6031-000-131-0002
5552-000-045-0008
092301-1-005-2002
092301-4-004-2007
092301-1-009-2008
092301-4-005-2006
092301-4-003-2008
092301-4-002-2009
162301-1-021-2003
162301-1-020-2004
162301-1-019-2007
Dowsign Envelope ID. E3D063C2-A269-49A0.8221-881A02O755D4
Exhibit A2
Areas Subject to Fee Credit
Legend
McCormick North
McCormick West
McCormick Woods
....•.............................• .
North
........................................:
:....................................... :
West
Wd
Docusign Envelope ID: E3D063C2-A269-49A0-822 1-8B1 A02D755D4
Exhibit B 1
List of Parcels with Vested Concurrency
McCormick North
052301-4-023-2008
052301-4-027-2004
052301-4-024-2007
052301-4-025-2006
052301-4-026-2005
052301-4-013-2000
042301-3-011-2005
McCormick West
082301-2-002-2004
082301-2-003-2003
082301-1-013-2003
082301-2-004-2101
082301-1-010-2006
082301-1-014-2002
172301-2-002-2003
172301-2-004-2001
172301-2-003-2002
172301-2-006-2009
172301-2-005-2000
172301-2-007-2008
172301-3-004-2009
McCormick Woods
042301-3-010-2006
6031-000-131-0002
5552-000-045-0008
092301-1-005-2002
092301-4-004-2007
092301-1-009-2008
092301-4-005-2006
092301-4-003-2008
092301-4-002-2009
162301-1-021-2003
162301-1-020-2004
162301-1-019-2007
Legacy Lots
5190-000-018-0009
6031-000-032-0002
6031-000-025-0001
6031-000-063-0004
5161-000-021-0009
5145-000-023-0008
5139-000-013-0008
6031-000-074-0001
Docusign Envelope ID: E3D063C2-A269.49A0.8221-BB1A02D755D4
Exhibit B2
New Concurrency Areas
Legend
McCormick North
McCormick West
McCormick Woods
Golf Facilities
.........,
North
.........................I..............
:........................................
West
........................................
Wd
.........................................
GC
See Exhibit B1 for legacy lots vested to concurrency with this agreement
Domsign Envelope ID: E3D063C2-A269-49A0-8221-8B1A02D755D4
Exhibit C
Boundary of 2005 Traffic Agreement
Docusign Envelope ID E3D063C2-A269-49A0-8221.8B1A02O755D4
Exhibit D
Areas Subject to first revision
Legend
Parcels subject to is revision-
Parcel Numbers
6031-000-131-0002
092301-4-004-2007
092301-4-003-2008
5552-000-045-0008
092301-1-009-2008
092301-4-002-2009
162301-1-020-2004 162301-1-019-2007
092301-1-005-2002
092301-4-005-2006
162301-1-021-2003
Docusign Envelope ID 5A466AAF-7282-4B88-9979-E62EF1B364D7
EXHIBIT C: SECOND AMENDMENT TO MCCORMICK COMMUNITIES, LLC,
DEVELOPMENT AGREEMENT
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF PORT ORCHARD AND McCORMICK
COMMUNITIES, LLC FOR THE DEVELOPMENT AND FUNDING OF
CERTAIN TRANSPORTATION IMPROVEMENTS
THIS SECOND AMENDMENT TO DEVELOPMENT AGREEMENT FOR THE
DEVELOPMENT AND FUNDING OF CERTAIN TRANSPORTATION
IMPROVEMENTS ("Amendment Agreement") is entered into between the City of Port
Orchard, a Washington municipal corporation ("City" or "Port Orchard") and McCormick
Communities, LLC, a Washington limited liability company ("McCormick"). City and
McCormick are each a "Party" and together the 'Parties" to this Amendment Agreement.
RECITALS:
WHEREAS, on February 1, 2021 the Parties entered into a Development Agreement for
the purposes of establishing transportation improvements and concurrency for the McCormick
Woods development project; and
WHEREAS, on March 4, 2024, the First Amendment to the Development Agreement was
executed by the Parties to correct update concurrency and to change the deadline for the Project
Schedule; and
WHEREAS, since that time the Parties discovered that a water main project may need to
be routed through the intersection of Old Clifton Road and Campus Parkway before the roundabout
is constructed, therefore, the deadline for the roundabout should be adjusted to account for this
additional project and
WHEREAS, McCormick is the owner of all parcels that will be impacted by this Second
Amendment; and
WHEREAS, this Second Amendment does not change any impact fee credits,
concurrency, development standards, or entitlements for any parcels that may be covered by the
Development Agreement and that have since been sold by McCormick to other parties, therefore,
none of the other owners are parties hereto as their rights are not affected; and
WHEREAS, the properties impacted by this Amendment are shown on Exhibit E which
is attached to this Amendment; and
WHEREAS, McCormick Land Company's rights under the Development Agreement are
not impacted by this Second Amendment, therefore, they are not a party hereto; and
WHEREAS, in consideration of the promises and undertakings described above together
with those in the Development Agreement, the City and McCormick agree as follows:
SECOND AMENDMENT TO McCORMICK TRANSPORTATION DA
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AGREEMENT:
1. Development Agreement affirmed. The Development Agreement is affirmed
except as modified by this Amendment Agreement.
2. Exhibits. Section 4 "Exhibits" of the Development Agreement is hereby amended
to read as follows:
Section 4. Exhibits. Exhibits to this Agreement are as follows:
a) Exhibit A-1 — Parcel numbers of the McCormick Property that are subject
to impact fee credit.
b) Exhibit A-2 — Map depicting the boundaries of the McCormick Property
that are subject to the impact fee credit in this Agreement.
c) Exhibit B-1 — Parcel numbers of the McCormick Property with vested
concurrency.
d) Exhibit B-2 — Map depicting the boundaries of the McCormick Property
with vested concurrency.
e) Exhibit C — Map showing the original boundaries for the 2005
Transportation DA which remains the reimbursement area for MLC.
f) Exhibit D — Map showing properties impacted by the First Amendment.
g) Exhibit E — Map showing properties impacted by the Second Amendment.
3. Project Schedule. Section 10 "Project Schedule" of the Development Agreement
which was amended by the First Amendment is hereby amended by this Second Amendment to
read as follows:
Section 10. Project Schedule. The Developer will commence construction of the
two McCormick Projects on the following schedule:
a) Work on the roundabout at the intersection of Old Clifton Road and Campus
Parkway (Project ID #1.5C on the City's TIP) (Permits #PW20-031 and
PW20-032) shall commence no later than June 30, 2021, and Developer will
complete construction in a timely and workmanlike manner. Such work
shall be completed no later than September 30, 2022.
SECOND AMENDMENT TO McCORMICK TRANSPORTATION DA
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b) Developer will submit a complete set of plans and permit applications for a
roundabout at the intersection of Old Clifton Road and McCormick Woods
Drive (Project ID #2.08) no later than January 31, 2027 and
McCormick will commence construction of said roundabout no later than
June 1, 202-7 2028, provided that the City has before then acquired the
additional land, not owned by Developer, that is needed for this roundabout;
and Developer will complete construction in a timely and workmanlike
manner. Such work shall be completed no later than June 30, 2028 2029, so
long as the City has acquired any necessary additional right of way and
issued the permits for the roundabout before June 1, 202-7 2028. If the City
has not acquired any necessary additional right of way or issued the permits
for the roundabout before June 1, X72028, but does so more than 24
months before expiration of the Development Agreement, Developer shall
construct the roundabout with 24 months of such acquisition and/or permit
issuance, whichever occurs later.
4. Default. Failure or delay by either Party to perform any term or provision of this
Amendment Agreement shall constitute a default. In the event of alleged default or breach of any
terms or conditions of this Amendment Agreement, the Party alleging such default or breach shall
give the other Party not less than thirty (30) days' 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.
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
Amendment Agreement may, at its option, institute legal proceedings pursuant to this Amendment
Agreement.
5. 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.
6. Conflict. In the event of any conflict between this Amendment Agreement and the
Port Orchard Municipal Code, this Amendment Agreement shall control.
7. Resolution of Disputes and Governing Law. If any dispute arises between the
City and McCormick under any of the provisions of this Amendment Agreement, jurisdiction of
any resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
This Amendment 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
Amendment Agreement shall pay the other Parties' expenses and reasonable attorney's fees.
SECOND AMENDMENT TO McCORMICK TRANSPORTATION DA
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8. Written Notice. All written communications regarding enforcement or alleged
breach of this Amendment Agreement shall be sent to the parties at the addresses listed below,
unless notified to the contrary. 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:
McCORMICK:
Eric Campbell
12332 NE 115th Place
Kirkland, WA 98033
ericna.mspgroupllc. com
Nick Tosti
805 Kirkland Avenue, Suite 200
Kirkland, WA 98033
nicktosti a,gmail.com
CITY:
Rob Putaansuu, Mayor
City of Port Orchard
216 Prospect Street
Port Orchard WA 98366
rputaansuu2cityofportorchard.us
A copy shall also be transmitted to the City Clerk at the
above address
9. Modification. No waiver, alteration, or modification of any of the provisions of
this Amendment Agreement shall be binding unless in writing and signed by a duly authorized
representatives of the City and McCormick.
10. Severability. The provisions of this Amendment Agreement are declared to be
severable. If any provision of this Amendment Agreement is for any reasons held to be invalid or
unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality shall
not affect the validity or constitutionality of any other provision.
11. Good Faith and Due Dilieence. The Parties agree to perform all obligations under
this Amendment Agreement in good faith and with due diligence.
12. Impact of Second Amendment. As set forth in the Recitals above and as shown
on Exhibit E, McCormick Communities, LLC is the only property owner that is bound by the
Development Agreement that is impacted by this Second Amendment. This Second Amendment
does not change any impact fee credits, concurrency, development standards, or entitlements for
any parcels that may be covered by the Development Agreement and that have since been sold by
McCormick to other parties, therefore, none of the owners other than McCormick Communities,
LLC are parties to this Second Amendment as their rights are not affected. Therefore, given the
limited nature and impacts of this Second Amendment, only McCormick Communities, LLC and
the City need to be parties to this Second Amendment and no other parties who may otherwise be
bound by the Development Agreement need to participate in this Second Amendment.
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IN WITNESS WHEREOF, the Parties have executed this Amendment Agreement on this
3 day of November , 2025.
MCCORMICK COMMUNITIES, LLC
Signed by:
Bv:
Its: Authorized Signatory
APPROVED AS TO FORM:
Patrick Schneider
Attorney for McCormick Communities
CITY OF PORT ORCHARD
Signed by:
yeti r4MA&Su
By: 3,9643?E3F'B470
Its: Mayor
APPROVED AS TO FORM:
Signed by:
Jennifer S. Robertson
Attorney for Port Orchard
ATTEST:
Sfy--nedbyy:,,--F
VV
BWallace
Port Orchard City Clerk
SECOND AMENDMENT TO McCORMICK TRANSPORTATION DA
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COUNTER COMPLETE
Permit Center
Jul 18, 2025
City of Port Orchard
Community Development
Exhibit A 1
List of Parcels Subject to Fee Credit
McCormick North
052301-4-023-2008
052301-4-027-2004
052301-4-024-2007
052301-4-025-2006
052301-4-026-2005
052301-4-013-2000
042301-3-011-2005
McCormick West
082301-2-002-2004
082301-2-003-2003
082301-1-013-2003
082301-2-004-2101
082301-1-010-2006
082301-1-014-2002
172301-2-002-2003
172301-2-004-2001
172301-2-003-2002
172301-2-006-2009
172301-2-005-2000
172301-2-007-2008
172301-3-004-2009
McCormick Woods
042301-3-010-2006
6031-000-131-0002
5552-000-045-0008
092301-1-005-2002
092301-4-004-2007
092301-1-009-2008
092301-4-005-2006
092301-4-003-2008
092301-4-002-2009
162301-1-021-2003
162301-1-020-2004
162301-1-019-2007
LU25-Dev Agreement -02
Docusign Envelope ID: 5A466AAF-7282 4888 9979-E62EFI B364D7
Exhibit A2
Areas Subject to Fee Credit
Legend
McCormick North
McCormick West
McCormick Woods
COUNTER COMPLETE
Permit Center
Jul 18, 2025
City of Port Orchard
Community Development
.........................................
North
:....................................... r
West
........................................ :
Wd
:..................I.....................
LU25-Deu Agreement -02
Docusign Envelope ID: 5A466AAF-7282-4B88-9979-E62EF1 B364D7
COUNTER COMPLETE
Permit Center
Jul 18, 2025
City of Port Orchard
Community Development
Exhibit B 1
List of Parcels with Vested Concurrency
McCormick North
052301-4-023-2008
052301-4-027-2004
052301-4-024-2007
052301-4-025-2006
052301-4-026-2005
052301-4-013-2000
042301-3-011-2005
McCormick West
082301-2-002-2004
082301-2-003-2003
082301-1-013-2003
082301-2-004-2101
082301-1-010-2006
082301-1-014-2002
172301-2-002-2003
172301-2-004-2001
172301-2-003-2002
172301-2-006-2009
172301-2-005-2000
172301-2-007-2008
172301-3-004-2009
McCormick Woods
042301-3-010-2006
6031-000-131-0002
5552-000-045-0008
092301-1-005-2002
092301-4-004-2007
092301-1-009-2008
092301-4-005-2006
092301-4-003-2008
092301-4-002-2009
162301-1-021-2003
162301-1-020-2004
162301-1-019-2007
Legacy Lots
5190-000-018-0009
6031-000-032-0002
6031-000-025-0001
6031-000-063-0004
5161-000-021-0009
5145-000-023-0008
5139-000-013-0008
6031-000-074-0001
LU25-Dev Agreement -02
Docusign Envelope ID: 5A466AAF-7282-4B88-9979-E62EF1B364D7
COUNTER COMPLETE
Permit Center
Jul 18, 2025
City of Port Orchard
Community Development
Exhibit B2
New Concurrency Areas
Legend
McCormick North
McCormick West
McCormick Woods
Golf Facilities
..........................,
North
.........................................
:.........................................
West
Wd
:........................................:
:.........................................
GC
See Exhibit B1 for legacy lots vested to concurrency with this agreement
LU25-Dev Agreement -02
Docusign Envelope ID: 5A466AAF-7282-4B88-9979-E62EF1 B364D7
COUNTER COMPLETE
Permit Center
Jul 18, 2025
City of Port Orchard
Community Development
Exhibit C
Boundary of 2005 Traffic Agreement
1U25-Dev Ageement-O2
Docusign Envelope ID: 5A466AAF-7282-4B88-9979-E62EF1B364D7
Exhibit D
Area subject to first amendment
COUNTER COMPLETE
Permit Center
Jul 18, 2025
City of Port Orchard
Community Development
Legend ................
Parcels subject to 1 s revision:
6031-000-131-0002
092301-4-004-2007
092301-4-003-2008
162301-1-020-2004
Parcel Numbers
5552-000-045-0008
092301-1-009-2008
092301-4-002-2009
162301-1-019-2007
092301-1-005-2002
092301-4-005-2006
162301-1-021-2003
LU25-Dev Agreement -02
Docusign Envelope ID: 5A466AAF-7282-4B88-9979-E62EF1 B364D7
Exhibit E
Area subject to second amendment
Legend
Parcels subject to 1 s revision:
Parcel Numbers
6031-000-131-0002 5552-000-045-0008
092301-4-004-2007
092301-4-003-2008
162301-1-020-2004
092301-1-009-2008
092301-4-002-2009
162301-1-019-2007
COUNTER COMPLETE
Permit Center
Jul 18, 2025
City of Port Orchard
Community Development
092301-1-005-2002
092301-4-005-2006
162301-1-021-2003
LU25-Dev Agreement -02