021-22 - Ordinance - Amendment to DA with MCCormick Communities, LLCORDINANCE NO.021-22
AN ORDINANCE OF THE CITY OF PORT ORCHARD, WASHINGTON, AUTHORIZING
THE MAYOR TO EXECUTE AN AMENDED DEVELOPMENT AGREEMENT WITH
MCCORMICK COMMUNITIES, LLC FOR THE MCCORMICK WOODS DEVELOPMENT,
PHASES III, IV, AND V PRELIMINARY PLATS; PROVIDING FOR SEVERABILITY AND
CORRECTIONS; AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, pursuant to RCW 36.7013.170, 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, McCormick Communities, LLC's predecessor, GEM 1 LLC entered into a
Development Agreement with Port Orchard for the Development known as "McCormick Woods",
Phases III, IV, and V Preliminary Plats and such Development Agreement was recorded on
September 16, 2013; and
WHEREAS, the City and McCormick Communities, LLC have prepared an Amendment to
that Development Agreement, for the purposes of extending the term of the Development
Agreement, waiving certain vesting to prior development standards, establishing new applicable
standards, addressing minor modifications, updating applicable roadway standards, and
establishing the timing and scope of the development of the St. Andrew's Park to be located
within the Development; and
WHEREAS, the Amendment of the Development Agreement is attached to this Ordinance
as "Exhibit A"; and
WHEREAS, on April 18, 2022, the City's SEPA official issued a determination of non -
significance for the proposed Amendment of the Development Agreement and there have been
no appeals; and
WHEREAS, on May 10,2022, the City Council held a public hearing on the proposed
Amendment of the Development Agreement, and did not receive public comment related to the
proposed Development Agreement; and
WHEREAS, the City Council, after careful consideration of the Amendment of the
Development Agreement and all public comments and testimony, finds that the Amendment
of 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
Ordinance No. 021-22
Page 2 of 3
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 Amendment of the Development Agreement as
findings in support of this ordinance.
SECTION 2. Authorization. The City Council approves of and authorizes the Mayor to
execute an Amendment of the with McCormick Communities, LLC 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.
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 28th day of June 2022.
ST:
Brandy Wallace, MIVIC, City Clerk
S44 ,�
Robert Putaansuu, Mayor
Vim••.` G �9�,a��S�
-SE
•
Ordinance No. 021-22
APPROVED AS TO FORM:
e ifer RoIrtson, City Attorney's Office
PUBLISHED: July 1, 2022
EFFECTIVE DATE: July 6, 2022
SPONSOR:
1
Mark Trenary, Councilmember
Page 3 of 3
EXHIBIT A: MCCORMICK COMMUNITIES, LLC AMENDMENT TO DEVELOPMENT AGREEMENT
FOR MCCORMICK WOODS, PHASES III, IV, and V PRELIMINARY PLATS
MCCORMICK COMMUNITIES 202208100090
Amended Agreement Rec Fee: $217.50
08/10/2022 11:50:40 AM Page 1 of 15
Paul Andrews, Kitsap County Auditor
Name and Mailing Address
mr_% 4-uraL r-C7�)8-t 0-L01-:01L 6 5
Grantor(s) person(s) that conveys, sells or grathterest in property:
Grantee(s) person that buys, receives",orjo
of property is made:
Abbreviated Leg I e 'sri 'ot�=�
• Quarter u ection, ownship, Range (and Government lot # if applicable); OR
• Plat/C n o t or urn mbar, building or block number; OR
• Short lat, ge bar, lot number and auditor file number
Tax Parcel Number:
04/25/14
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Page 2 of 15
AMENDMENT OF DEVELOPMENT AGREEMENT
McCormick Woods
Phases III, IV, and V Preliminary Plats
This AMENDMENT OF DEVELOPMENT AGREEMENT for McC
Phases III, IV, and V Preliminary Plats ("Amendment Agreement") is entered into
City of Port Orchard, a Washington municipal corporation ("City" or "Po
McCormick Communities, LLC, a Washington limited liability company ("Mc -Con
and McCormick are each a "Party" and together the "Parties" to this Amen
0
i'?
C.
E.
RECITALS
Woods
een the
") and
). City
In 2013 the City and McCormick's predecessor in interes 1 L e ered into the
"DEVELOPMENT AGREEMENT for McCormick oods Ph s s II , V, and V
Preliminary Plat" recorded on September 16, "D v me t Agreement"). The
Development Agreement, as stated in its Reci , is a devel e agreement authorized
by RCW 36.70C.170.
McCormick Woods is a portion of the larger McCormick r perty that is described in the
CREDIT AGREEMENT FOR CAPITAL FAC RGES ("Credit Agreemeni")
that the Parties are executing si eously with this Amendment Agreement. The
McCormick Woods portion of the lar cCormick Property is depicted on Exhibit A to
this Amendment Agreement.
As set forth in the Credit Agr e rmick is financing and constructing five
projects on the City's cur nt Ca ' a pr ment Plan (hereafter the Five CIP Projects)
that the City is unable to fin and c r ct itself. By doing so, McCormidk is creating
water infrastructure that e b t ity to supply water to the McCormick Property
as the City agreed to d ' e 19 A between the City and McCormick's predecessor,
the McCormick�Wate ompan .
By constru ti g i CIP-Prefects, McCormick also is constructing water infrastructure
that wile a e e provide water to areas of the City outside of the McCormick
Propert k's struction will increase the City's total water storage capacity
by appro im ely 0 o ' all pressure zones and create infrastructure to serve the entire
City in the e f shortfalls in water supply or storage in other areas of the City.
Th P estl tes the total cost of the Five CIP Projects to be $11,840,625. McCormick
will r ceive p ial reimbursement for this investment in the Five CIP Projects by means
th C Credit described in the Credit Agreement. As stated in Section 3 of the
Ag ement, McCormick and the City anticipate that McCormick will construct the
Five roiects within the next five years (although drilling of Well 12 may take longer
use the City needs to first secure water rights under the Foster program), but
prmick will receive the anticipated credit per ERU over the next 20 years, and may
r receive full credit, depending on the market for lots within the McCormick Property.
of Development Agreement, McCormick Woods (Phases III, IV, and V)
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F. When the $11,840,625 invested by McCormick in the Five CIP Projects is adjusted for the
time value of money over 20 years, the additional financing cost to McCormick is between
$1,933,991 and $2,544,900, depending on the rate at which new ERUs are developed. This
financing cost is not reimbursable under the CFC Credit Agreement, bu t presents
significant public benefit to the City and constitutes consideration for the City e t ing into
this Amendment Agreement to extend the term of the Annexation Agre t to c incide
with the term of the Credit Agreement, so that sufficient ERUs are potentia va a le to
provide the credits needed to defray a meaningful portion of the o o mancin d
building the Five CIP Projects. l
G. In addition, Section 3 of the Development Agreement vests c o evelopment
Standards as defined in section La(5) of the Developme gr nt er with the
"changes" to these Development Standards identified i ction f the evelopment
Agreement. McCormick is willing to forgo ' vested 'g s to a "changes" to the
Development Standards set forth in subsect' 3.a, 3.b, of the Development
Agreement.
H. On March 14, 2022 the City and McCon-nick, e, cuted Credit Agreement, and the
Parties are now executing this Amendment ree t while also amending the
Annexation Agreement for McCom,
i West. These three agreements are intended to be
construed together as part of a larger a e ent between the Parties, with each agreement
constituting part of the consideration or t o er two agreements.
I. In consideration of the promises a d gs described above together with those in
the Credit Agreement, Wity o ick agree as follows:
1. Development gW6.nt�afflrled. The Development Agreement, together with the
vested right ined pursuant to RCW 58.17.033(1) when it submitted
complete a p isminary plats of McCormick Woods Phases III, IV, and
V, are ai m by this agreement.
2. Extensio o erm:�term of the Development Agreement and of the associated vested
rights, arehe bxtended to coincide with the term of the Credit Agreement, which shall
be 2 y s omcution of this Amendment Agreement or until McCormick receives
the axim Water CFC Credit as described in Sections 6 and 11 of the Credit
Ag ent. o ever, in no case shall this Agreement extend beyond the twenty-year
3
Development Standards. Section 3 of the Development Agreement vests
)rmick to Development Standards as defined in Section La(5) of the Development
;ment together with "changes" to these Development Standards identified in Section
the Development Agreement. McCormick hereby waives its vested rights under
t of Development Agreement, McCormick Woods (Phases III, IV, and V)
1526807.13 - 366922 -0037 FG:74422323.6
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rd
5.
subsections 3.a, 3.b, 3.e, and 3.h, and agrees to modify its vested rights under subsections
3.d and 3.f as set forth below in sections 4 and 5 of this Amendment Agreement (there is
no subsection 3.g in the Development Agreement). McCormick otherwise agrees that
development of residential lots and structures within McCormick Woods will be consistent
with Title 20 of the City Code as it exists of the date of execution of this agree nt, except
as provided in subsection 3.c (landscaping), provided that in the event of confl t etween
specific regulations within Title 20 and the development depicted and ap d o t e face
of the Preliminary Plats for Phases III, IV, and V of McCormick Woods, ' n any
amendments to these Preliminary Plats, the Preliminary Plats s n ol. Pro ' d,
however, if major modifications are made to a plat, then those difica 'o s wo d be
based on the then -current applicable regulations and that plat w 1 not b ested to an
earlier vesting date under either the Development Agreementorths ent. Further,
provided, that future owner(s) of any of the parcels 9f, ea which this
Amendment applies may, at their option, waive this or su s quent v s ing.
Section 3.d Minor Modifications. Section 3.4 }thereby amended t6 read as follows:
Final Plat —Minor modifications. The prelims plats of 4cormick Woods (Phases III,
IV, and V) were designed and approved based n itsap yo4hty's system for approval of
minor modifications to the preliminary plat duing t e nal plat review and approval
process. The Parties recognize that t�
City's standards for distinguishing between minor
modification, which may be approved e staff, and major modifications, which require
re -review by the Hearing Examiner, e in ringent than the County's. During the final
plat process for McCormick Woo s a s , and V), the City staff is authorized to
permit minor modifications wi out t n ssity of further review by the Hearing
Examiner so long as thconodi t' is c nsistent with the Department of Ecology's
Stormwater Management n 1 in e at the time of the modification and also does
not (1) increase or decre h of authorized homes by more than 30 dwelling
units, (2) increase the r o s y more than 30 lots (however, modifying single-
family dwellinx,,units o attache zero lot line) housing units would qualify for a minor
modificatio , ' cr s tra c volumes above the volume contemplated by the 2021
Developme t A t ansportation; (4) require modification or alteration of a
critical er a was not contemplated by the preliminary plat approval or as
describ d ' e '0 7 o e Amendment; or (5) reduce the amount of open space or
1
by the preliminary plat approval.
N sti"aived; Updated Roadway Cross Sections. McCormick waives its
3.f v t'ng to the Road Cross Sections that were attached as Appendix D-1. Anew
ix D- with applicable Road Cross Sections is attached to this Amendment
will replace the Appendix D-1 to the Development Agreement. These
oad Cross Sections will apply to future phases of the development. Any phases
"nder review that have utilized the Road Cross Sections from Appendix D-1 the
>ment Agreement do not need to use the updated Road Cross Sections contained in
of Development Agreement, McCormick Woods (Phases III, IV, and V)
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6. A new section 3A is being added to the Development Agreement to read as follows:
3A. McCormick Woods, Phase V Park Development. The Preliminary Plat approval
for McCormick Woods, Phase V required the development of a park of approximately three
acres in size (Condition 10). McCormick will develop the Park at the locati n hown on
Exhibit B to this Amendment, and the current Park Master Plan is attached as ibit C.
The current "working name" of the Park is St. Andrew's Park. McCor ' ill o plete
the construction of the St. Andrew's Park no later than five (5) years from t o this
Amendment, or upon the recording of the next 150 lots withi onick ds,
whichever occurs first. St. Andrew's Park will be developed n impr v d wi he
following amenities: playground equipment which has been oved b the U.S.
Consumer Product Safety Commission (CPSC) in accordan 1487, active
recreation facilities, open space, and landscaping with nati eg n. h City accepts
and approves the Park Master Plan (Exhibit Q. McCormi will ap 1 for obtain the
City's review and approval for the necessary mrts to n ruct . Andrew's Park as
generally described herein and shown on ibit C. T e will be owned and
maintained in perpetuity by McCormick or y the subseq Homeowner's Association
who will own the Park and be responsible for it maintenan e
7. Section 4.a Extension. The Term of this Agrees nt ii ddressed in Section 2 of this
Amendment, therefore, the option f 4i1e-year extension addressed in Section 4.a of the
Annexation Agreement is no longeriapp oate and McCormick waives its right to request
such an extension under this Amen \
8. Critical Areas Vesting and
preliminary plat approv�Pros
remains vested to these lcrr
categorization will alfer�e.,
n
over time, updated wl
disturbing acts peh
be consistenl%� the
9. Default
Amend .
of any to
or breach
spec'
cur d. Dui
def u for
0�r
�. %tb
ic t F
)d ticalareaswere established under the
5T1
buffersandother standards. McCormick
aormance standards. The prior wetland
ce.-However, since wetlands do migrate and change
'o will be required at the time of submittal of a land
�e locations of the buffers and wetland boundaries will
site conditions.
r dela)�by either Party to perform any term or provision of this
nt shall constitute a default. In the event of alleged default or breach
io s of this Amendment Agreement, the Party alleging such default
,e the other Party not less than thirty (30) days' notice in writing,
of the alleged default and the manner in which said default may be
thirty (30) day period, the Party charged shall not be considered in
of termination or institution of legal proceedings.
and expiration of the thirty (30) day period, if such default has not been cured
ig 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.
of Development Agreement, McCormick Woods (Phases III, IV, and V)
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10. 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.
11. Conflict. In the event of any conflict between this Amendment Agreement a the Port
Orchard Municipal Code, this Agreement shall control.
12. Resolution of Disputes and Governing Law. If any dispute arise e the Ci nd
McCormick under any of the provisions of this Amendment Agre nt, jur' ction f y
resulting litigation shall be filed in Kitsap County Superior C rt, K' s p County,
Washington. This Amendment Agreement shall be gov onstrued in
accordance with the laws of the State of Washington. T no vai ' arty in any
action brought to enforce this Amendment Agreement sha 1 ay the t er pa ' s' expenses
and reasonable attorney's fees.
13. Written Notice. All written communication r garding en o cement or alleged breach of
this Amendment Agreement shall be sent to t e arties at the a dresses listed below, unless
notified to the contrary. Unless otherwise sp ci ed, any itten notice hereunder shall
become effective upon the date of both emailing a mai 1 by registered or certified mail,
and shall be deemed sufficiently gi e f sent to the addressee at the address stated below:
McCORMICK: Y:
Eric Campbell Putaansuu, Mayor
12332 NE 115"' Placeo 1 of Port Orchard
Kirkland, WA 98033 16 Prospect Street
eric ms rou llc.co Port Orchard WA 98366
rputaansuu.@cityofportorchard.us
Nick Tosti
805 Kirkl nu ite A copy shall also be transmitted to the City
Kirkland Clerk at the above address.
nickt t' in 'l.coi
14. Assignm nt. n the v t that McCormick assigns the Credit Agreement in accordance
with Secti n the redit Agreement, this Amendment Agreement shall be deemed to
be si u�t�n us a igned to the same assignee.
15. Modification] No waiver, alteration, or modification of any of the provisions of this
e reement shall be binding unless in writing and signed by a duly authorized
�repre nta ive of the City and McCormick.
i6ility. The provisions of this Amendment Agreement are declared to be severable.
provision of this Amendment Agreement is for any reasons held to be invalid or
of Development Agreement, McCormick Woods (Phases I11, IV, and V)
1526807.13 - 366922 -0037 FG:74422323.6
202208100090 08/10/2022 11:50:40 AM Page 7 of 15
unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality
shall not affect the validity or constitutionality of any other provision.
17. Good Faith and Due Diligence. The Parties agree to perform all obligations under this
Amendment Agreement in good faith and with due diligence.
18. Binding on Successors. The rights, obligations, conditions, and interes et fo in this
Amendment Agreement shall run with the land and shall inure to the 1 d be
binding upon McCormick, and its heirs, personal representatives, s cess an a ins.
IN WITNESS WHEREOF, the parties have executed this Agreement o hi G I da f _
, 2022.
MCCORMICK COMMUNITIES, LLC CITY OF PORT O
1526807.13 - 366922 -0037 FG:74422323.6
202208100090 08/10/2022 11:50:40 AM Page 8 of 15
STATE OF WASHINGTON )
) ss.
COUNTY OF KITSAP )
I certify that I know or have satisfactory evidence that Mr. Rob Putaansuu ' e person
who appeared before me, and said person acknowledged that he signed this insl me t, on oath
stated that he was authorized to execute the instrument and acknowledged it as a f Port
Orchard to be the free and voluntary act of such party for the uses and purposes me ' e the
instrument.
Dated: 20�9& A N
\�� missio • �0
..� �egRy� N:O
7, C9
��'� O'ember �51�'•0�����
Si H
0
1526807.13 - 366922 -0037 FG:74422323.6
'ARY
of W
or tyame
IC in and for the
phi g on, residin at:
on expires: `
nent, McCormick Woods (Phases III, IV, and V)
202208100090 08/10/2022 11:50:40 AM Page 9 of 15
STATE OF WASHINGTON
ss.
COUNTY OF ) ^^66
I certify that I know or have satisfactory evidence that Mrl� - �.e-vA lul i he person
who appeared before me, and said person acknowledged that (he/she) signed this ins ent, on
oath stated that (he/she) was authorized to execute the instrument and acknowl it e _
:,Nz"�yfof McCormick Communities, LLC to be the free and voluntary act of su r the
uses and purposes mentioned in the instrument.
Dated: 20 7!L-
NOTARY PUBLIC
STATE OF WASHINGTON
ANDREW D MARSHALL
MY COMMISSION EXPIRES
FEBRUARY 26, 2025
COMMISSION NO,164916
0
1526807.13 - 366922 -0037 FG:74422323.6
L1,
or
ARY PLIC in and for the
of Washi ton, residing at:
My Commission expires-
0
r�'
ment, McCormick Woods (Phases III, IV, and V)
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