CHAMBERS BAY HOTEL-RESORT GROUND LEASE AGREEMENT
INFORMATION PACKAGE
Prepared by: DON ANDERSON, Senior Counsel Office of the Pierce County Executive February4, 2019
Page 1 of 70 Chambers Bay Hotel-Resort Ground Lease Agreement Information Packet
Table of Contents
Issue What is the financial reality of the Chambers Bay Golf Course and how will Pg. 3 it improve with approval of the Ground Lease for a hotel/resort project?
Issue Does the Ground Lease provide a substantial net economic benefit to the Pg. 6 County on a long-term basis while protecting against inflation?
Issue Does the County need to conduct an additional third party review of the Pg. 12 ground lease?
Issue Does a change to the golf course subject the County to a claim of Pg. 19 copyright violation by the designer?
Issue Will the terms of the Ground Lease initially allowing month to month rental Pg. 26 of golf villas inhibit the future award of a major golf tournament?
Issue How do the Chambers Creek Properties Master Site Plan and Design Pg. 29 Standards interface with the provisions of the ground lease?
Issue Are the boundaries of the Ground Lease and placement of the Pg. 44 Hotel/Resort complex consistent with the Chambers Creek Properties Master Site Plan?
Issue What are the County’s obligations under the Rights of First Offer and Right Pg. 52 of First Refusal contained in the Ground Lease?
Issue How does the developer plan to satisfy its obligation to provide publicly Pg. 57 accessible outdoor amenities including a new public plaza and enhanced recreational trails pursuant to Section 1.05.1 of the Ground Lease?
Issue What is the developers’ proposed construction schedule and what Pg. 60 assurances does the County have that the hotel project will be completed?
Issue Will changes to the upper 9th tee detrimentally impact Chambers Bay as a Pg. 65 championship course?
Issue Do provisions of the Ground Lease allowing the Tenant to use new public Pg. 67 plaza improvements, construct a fire road, use parking outside of the Ground Lease Area and use the tradename “Chambers Bay” without additional cash consideration constitute an impermissible gift of public funds?
Issue Will the Ground Lease permit casino gambling or allow the Executive to Pg. 68 unilaterally approve gambling on the leased premises?
Miscellaneous Concerns Pg. 69
Page 2 of 70 Issue: What is the financial reality of the Chambers Bay Golf Course and how will it improve with approval of the Ground Lease for a hotel/resort project?
Answer: Golf course operations have required injection of over $1,000,000 per year from other sources to cash flow. The ground rent and tax revenue generated by the hotel/resort project will substantially reduce that subsidy.
Discussion
The relative benefit of the Ground Lease to the County should be viewed in the context of the financial history of the Chambers Bay Golf Course. The 930 acre Chambers Bay Property was purchased in 1992 by the sewer utility for $33,000,000. The Council at the time approved a bond issue of nearly $20.8 Million for the construction of the golf course, underwritten with sewer utility revenue. Land utilized by the golf course cost over $8,000,000 but was not included as an expense of development.
In 2007, the County represented that the construction cost was $21,177,251 . A golf maintenance building and common improvements benefiting the golf course were built with sewer utility funds. This made the true cost of construction $25 Million: exclusive of the cost of land. Exhibit A.
The golf course has never made money. At the end of 2008, the public was told that the first year of Chamber's Bay operations resulted in a profit of $45,212. This depiction did not accurately reflect the course operations. The golf course's 2008 financial statement represented a positive cash flow in that amount because a one-time $930,000 advance from the USGA was booked as 2008 revenue while the associated costs were booked in 2009. By 2011 the accumulated negative cash flow reached $3,433,175. At the end of 2011 a retroactive "in lieu of maintenance" payment of $3,431,250 was made by the sewer utility to the golf course.
The County's investment in the Chambers Bay Golf Course is now nearly $40 Million, exclusive of land. Exhibit A. The $20.8 Million bond debt has been paid down by $6 Million. After accounting for debt reduction, golf course operations have lost an average of $1 Million a year. Unattributed indirect expenses such as depreciation and administrative overhead make the true loss larger.
A hotel, restaurant, casitas/villas and an event center have always been anticipated to be essential elements of the Chambers Bay Golf Course project. Exhibit B. As explained in greater detail in the accompanying documentation, the ground lease has the potential to substantially mitigate the ongoing financial burden the golf course imposes on Pierce County taxpayers and sewer utility ratepayers. Together with enhancements to the course which address concerns regarding playability and spectator flow, the ground lease will benefit the long-term viability of the course as an iconic and internationally recognized championship venue.
Page 3 of 70 EXHIBIT A Finance Department ~------Chambers Bay Costs as of January 2019 COURSE COST COMPONENTS AMOUNT Direct Costs of Construction Golf Course Construction $18,563,906 Pro Shop, Grill, and Storage $2,613,345 Subtotal Direct Golf Development $21 ,177,251
Building D Golf Maintenance - paid by Sewer Utility $2,222,907 Common Site Infrastructure (with park) $1 ,629,481 Entry Drive Road $1,441,111 Common Improvements at 50% $3,070,592 --~~-$1,535,296 Subtotal Construction Costs Attributed to Others $3,758,203
Direct Cost Total $24,935,454
Subsidies from Other Funds Sewer Utility Maintenance Subsidy 2011-2019 $10,300,821 General Fund Appropriations for Operations - 2015 $650,073 General Fund Cash Flow - 2017 $500,000 General Fund Payoff of lnterfund Loans to Cover Losses - 2018 $2,725,210 Resurfacing of Greens - LTAC funded - 2018 $150,000 Resurfacing of Greens - General Fund - 2018 $84,722 Subsidies Total $14,410,826
Total Costs $39,346,280
Not Included: Cost of 233 acres which was used for the golf course Depreciation of personal property assets 2018 General Fund for lost revenues during greens replacement- $800,000 2018 General Fund towards greens replacement- $500,000
Page 4 of 70 EXHIBIT B
TABLE 1 SUMMARY OF EXISTING, ADOPTED, AND NEW USES Existing implemented MSP uses and projects underway:
. Playfields . Buffers . Environmental Services Building (wastewater, surface water, water, and solid waste utilities offices) . Golf Course . Labyrinth . Mining and Reclamation . Urban and Nature Trails . Production Nursery . Concessions . Water Production . Water Reclamation
Additional future site uses identified in the adopted MSP: . Administration/Maintenance . Arboretum . Boat Launch . Commercial Offices . Expansion of Existing Site Uses . North Meadow . Open Space . Play and Picnic Areas . Shoreline Public Access (north and south docks) . Urban and Nature Trails . Restaurants . Visitor Center/Environmental Education Center . Off-Leash Dog Area(s) MSPUpdate Addition of:
. Boardwalks for Shoreline Access . Environmental Institute (research, laboratory, and meeting facilities) . Lodging (casita-style units and small lodge to support the golf course) . Central Meadow
Revisions To:
. Location of Arboretum . Location of Environmental Education Center . Square footage and parking for some adopted site uses including restaurants and concessions and increased parking for a number of areas of the Properties
Deletion of:
. Area 4 (sold to the City of University Place) . Botanical Garden . Railroad relocation
Phasing out of:
. Bus Storage and Maintenance Facility
February 200713
Page 5 of 70 Issue: Does the Ground Lease provide a substantial net economic benefit to the County on a long-term basis while protecting against inflation?
Answer: Yes.
Discussion
There are multiple direct economic benefits to Pierce County that arise from the Ground Lease, only one of which is guaranteed rent. These include:
1. Guaranteed minimum base rent; 2 Percentage rent, an inflation hedge and potential sharing of success; 3. One-time revenues from construction sales tax and sewer impact fees; 4. Sales tax from ongoing operations; 5. Leasehold excise tax; 6. Real property tax on improvements; 7. Lodging tax on hotel room rentals; 8. Increased greens fees from overnight guests: 9. Avoidance of the economic risk of restaurant operations; and 10. Avoidance of capital expenditures necessary to replace existing temporary buildings.
It is estimated that the Ground Lease and the Hotel/Resort project will have a net benefit to the County treasury of $2,511,966 in the first five years of the Ground Lease and a stabilized net annual benefit of $957,796 by 2024. These cashflow estimates are itemized in Exhibit C. This is after deduction of $300,000 per year from expected revenue representing the net cashflow of the present restaurant operation. That net restaurant cashflow is actually overstated as it -does not consider building depreciation or the County's administrative overhead. Due to increasing costs and price resistance, the restaurant cashflow is not improving.
The starting point for negotiating ground lease rent is normally an appraisal of the land at its highest and best use, followed by the application of an agreed capitalization rate representing the landlord's required return on investment. The highest and best use of the subject property would entail a sale for high end single family residential development, a use that is not allowed by present County policy. That resulted in negotiation of a rental rate at a level that is more subjective, but which is generally in line with commercial and hotel ground lease rents in general.
The minimum and estimated percentage rent under the formula negotiated for the Ground Lease is attached as Exhibit D. This conservative estimate predicts the percentage rent will exceed the guaranteed minimum in year 13.
Page 6 of 70 Percentage rent is a hedge against inflation and a way for the landlord to share in the long-term prosperity of a successful tenant. Snively, A Primer on Percentage Rent, Probate & Property, July/August 2000. Exhibit E.
The County will share in the revenue of the Hotel/Resort in several ways in addition to the receipt of rent. The County's annual share of sales tax, leasehold tax, real property tax and lodging tax should exceed the rent payments. Exhibit C. These taxes all generally increase with inflationary pressure on sale prices and property values. Other indirect benefits include the expected increase in golf course play by overnight guests (who pay higher greens fee rates) and the substantial increase in sales, real property and leasehold tax revenue received by the State of Washington, University Place, the University Place School District and other jurisdictions.
Page 7 of 70 EXHIBIT C
000)
,
9,000
Annual
132,496 225,101
450,000
441,199 957,796
(300
2024
$ $ $ $ $ $ $ Page 8 of 70
Total
2,511,996
Year
5
2019-2023
$
21,000
132,496 500,000 392,000 392,000 450,000
(900,000)
1,050,000
2,037,496
2021-23
$ $ $ $ $ $ $
$ $
6,000
300,000 392,000
398,000
(300,000)
2020
$ $ $
$ $
1,500
75,000
76,500
2019
COUNTY
$
$
$
PIERCE
TO
10,000,000
28,000,000
56,000,000
IMPACT
$ $ $
FISCAL
NET
1.4%)
fees
10/1/2019
greens
LEASE
1.4%)
(County
of
$1.183)
in
YR)
2%)
lease
Fee
inflation
Income
Millage
(County
(2.5
YR)
increase
3%
Restaurant
Net
under
GROUND
(County
Impact
on
(2.5
of
3/15/2021 and
(County
Date
Tax
BAY
Sewer
based
Tax
projected
Date
Costs
Hotel Construction
Rentals
Excise
on on
Hotel-Spa-Food
Tax
County
Room
Tax revenue Tax
Receved
Property
Restaurant/Event
Opening
including
Sales;
CHAMBERS
Rent Leasehold Lost Real Lodging Year Sales Pierce
Sales Not Assumes: Construction Hotel Commencement TOTAL Soft All 2024 YEAR MINIMUMRENT EST. GROSS PERCENTAGERENT YEAR MINIMUM RENT EST.GROSS PERCENTAGERENT
1 300000 11200000 26 574327 23450313 788013 2 300000 11536000 27 574327 24153822 816153 3 300000 11882080 28 574327 24878437 845137 4 450000 12238542 367156 29 603043 25624790 874992 5 450000 12605699 378171 30 603043 26393534 905741 6 450000 12983870 389516 31 603043 27185340 937414 7 450000 13373386 401202 32 603043 28000900 970036 8 450000 13774587 413238 33 633195 28840927 1003637 9 472500 14187825 425635 34 633195 29706155 1038246 10 472500 14613460 438404 35 633195 30597339 1073894 11 472500 15051863 452075 36 633195 31515259 1110610 12 472500 15503419 470137 -~ ~ 37 664855 32460717 1148429 13 496125 15968522 488741 38 664855 33434539 1187382 14 496125 16447578 507903 39 664855 34437575 1227503 15 496125 16941005 527640 40 664855 35470702 1268828 16 496125 17449235 547969 41 698098 36534823 1311393 EXHIBIT D 17 520931 17972712 568908 42 698098 37630868 1355235 18 520931 18511893 590476 43 698098 38759794 1400392 19 520931 19067250 612690 44 698098 39922588 1446904 20 520931 19639268 635571 45 733003 41120265 1494811 21 546978 20228446 659138 46 733003 42353873 1544155 22 546978 20835299 683412 47 733003 43624490 1594980 23 546978 21460358 708414 48 733003 44933224 1647329 24 546978 22104169 734167 49 769653 46281221 1701249 25 574327 22767294 760692 50 769653 47669658 1756786
Assumes:
Initial stablized sales/room rental gross $11,200,000 Revenue !increase at 3% annually
Page 9 of 70 EXHIBIT E
United States: A Primer on Percentage Rent Article by Stephen W. Snively Holland & Knight LLP
Percentage-rent is based on the gross sales of a tenant at a particular store. It is commonplace to the retail industry where tenant revenues are based on sales, rather than services. A formula is established in the lease to determine the amount of percentage rent. Elements included in the formula are gross sales, a "breakpoint" and a percentage rate. Typically, percentage rent is calculated and paid annually.
Historical Origins
The concept of percentage rent originated in the Depression era, after many retailers were forced into bankruptcy by fixed monthly rent obligations. National chain stores, such as W.T. Grant Company, with economic leverage and an appetite for long-term leases, began to negotiate leases which provided for no minimum rent, but percentage rent equivalent to 1 % of gross sales. Since then, the percentage rent clause has evolved into another tool to balance the economic positions of landlord and tenant. From the perspective of a landlord, percentage rent is a hedge against inflation and way to share in the long-term prosperity of a successful tenant. From the perspective of the tenant, percentage rent is a way to reduce costs during rough economic times.
In the years following the Depression, percentage-rent provisions were used in retail leases for properties with prime downtown locations as a mechanism for the landlord to share in the success of the location, which explains why percentage rent often is not paid for poorer retail locations, where the success of the business is a function of the merchandise and skills of the tenant. When retail business moved to shopping centers in the suburbs after World War II, percentage-rent clauses were widely accepted. From an historical perspective, when a tenant agrees to pay percentage rent, it acknowledges the right of the landlord to share in the economic success derived from the store being located strategically within a market area.
Percentage-Rent Formula
The heart of the percentage-rent formula is the definition of "gross sales." A well-drafted shopping center lease includes receipts of all types. The focus is on revenues arising from use of the leased premises. The definition of gross sales often specifically excludes customer refunds, employee discounts, accommodation sales (stamps, money orders, etc.), coin operated devices, commissions paid to third-party credit card companies, merchandise exchanged between stores, returns to manufacturers and sales taxes collected.
The traditional method to calculate percentage rent is to take a percentage of gross sales and deduct annual, fixed-minimum rent. Tenants sometimes want other expenses which increase (e.g. ad valorem real estate taxes) deducted from percentage rent. The breakpoint method to calculate percentage rent takes a percentage of gross sales in excess of a stated dollar amount, or "breakpoint."
Page 10 of 70 EXHIBIT E
Natural Breakpoint
A "natural" breakpoint is the volume of gross sales a tenant must generate to pay the fixed minimum rent, at a rate equal to percentage to be used for percentage-rent calculations. It is calculated by dividing the fixed minimum rent by the percentage used for percentage-rent calculations. For instance, if the fixed rent is $140,000 per year, and the percentage for percentage rent purposes is seven percent, then the natural breakpoint would be $2,000,000. The underlying rationale of a natural breakpoint is that if it is agreed that the landlord gets seven percent of gross sales, it should not receive a percentage of gross sales necessary to generate sufficient revenues (i.e. $2,000,000) for the tenant to pay the minimum rent ($140,000). If the percentage is lower, the natural breakpoint will be higher. Use of a natural breakpoint would result in the same percentage rent as the traditional method described above.
Artificial Breakpoint
Use of an "artificial" breakpoint can change the result. With the artificial breakpoint method, fixed-minimum rent and percentage rent can be set independently. For instance, a landlord might agree to reduce fixed-minimum rent if a tenant agrees to increase percentage-rent with a higher artificial breakpoint. A high-volume tenant with economic strength may argue for more minimum rent in exchange for less percentage rent. If the lease term is long, the landlord may wish to reduce the risks of inflation by greater reliance on percentage-rent. This will be a function of the respective financial obligations and expectations of the parties.
Percentage Rate
The final step in calculating percentage rent is to calculate a percentage of gross sales in excess of the breakpoint. Different percentage rates are used for different types of stores. The higher the profit margin on the merchandise, the higher the percentage figures. For instance, the percentage used to calculate percentage rent typically is lower for a supermarket (higher volume and lower profit margin) than it would be for a jewelry store (lower volume and higher profit margin).
Percentage-rent provisions are accompanied customarily by a requirement that the tenant maintain contemporaneous records of sales, submit periodic sales reports, allow the landlord to audit books of the tenant, sell a specific type of merchandise, establish minimum hours of operation, and not compete. Continuous-operations clauses, which prohibit a tenant from "going dark," may also be included. Typically, a non-competition provision prohibits the tenant from opening additional stores within a stated radius of the shopping center. The non competition clause is intended to prevent the dilution of sales that would result from an additional store within the same market area. A common remedy for violation of such non competition clauses is to include the sales from any additional stores in the market area in the gross sales of the store for percentage-rent purposes. Portions of this article appeared previously in an article entitled
"KillPercentageRent.com: Internet Sales and Shopping Center Leases," Probate & Property, July/August 2000, and are reprinted with permission of the American Bar Association.
Page 11 of 70 Issue: Does the County need to conduct an additional third party review of the ground lease?
Answer: No.
Discussion
In 2016 the County retained the Seattle law firm of Foster Pepper to assist in the development of a ground lease for the Chambers Bay hotel/resort project. Foster Pepper has represented Costco in hundreds of ground lease transactions and is currently handling ground leases for the expansion of the Washington State Convention Center in Seattle. Initially appointed as special deputy prosecutors by former Prosecutor Lindquist, they have been reappointed by Prosecutor Robnett. The scope of this appointment can be found in attached Exhibit F.
The lead attorney on this matter is Gary Fluhrer, a recognized expert in the field. A description of his qualifications is attached as Exhibit G. Foster Pepper has billed the County for 80 hours of work on the ground lease to date. Mr. Fluhrer is available to brief the Council either in open or executive session.
Page 12 of 70 EXHIBIT F
PROFESSIONAL SERVICES AGREEMENT CONTRACT NO. S ( - JOL( 'f I Cf
FOSTER PEPPER PLLC. William Tonkjn. attorney at law. hereinafter called Contractor, and Pierce County, hereinafter called County, agree as set forth In this Agreement, Including: (General Conditions), pp . .2. to Z, Exhibit A (Scope of Work). pp. l, Exhibit B (Compensation), pp ,i, Exhibit C (Contract Compliance for Profenional, Technical. Supply, or Services - dated 03/10), pp 10 to 14. The term of this Agreement shall commence on the 30th day of August, 2016, and shall, unless terminated or renewed elsewhere In the Agreement, terminate upon completion of project. The maximum consideration for the Initial term of this Agreement or for any renewal term shall not exceed $100,000.00. The County has established the following WORKTAG expenditure code for this Agreement: Company Pierce County Parks and Recreation Services Department- Project Plan Phase P-110482 Chambers Bay Resort; Fund ID - 445-03; Cost Center ID - Parks Planning; Busineu Unit ID - 57680PO; Spend Category - 41.000100. Contractor acknowledges and by signing this contract agrees that the Indemnification provisions set forth in Paragraphs 5, 13, 20, and 23, are totally and fully part of this contract and have been mutually negotiated by the parties.
IN WITNESS WHEREOF. the parties have executed this Agreement this 17th day of October, 2016.
CONTRACTOR: PIERCE COUNTY:
FOSTER PEPPER, P~ . .1/ _., _ A. Approved as to legal form only: aLfdla11;. ,CJ -~ WILLIAM TONKIN Member ttt£.~d>-/1-l6 Title of Signatory Authorized by Firm Bylaws eputyProsecutlngAttome Date
Address: Recommended: 111 Third Avenue, Suite 3000 Seattle, WA 98101-3299 ~7t!ffi,tvvt- 1 0l/dltv Mailing Addreu: Budget and Finance Date 111 Third Avenue, Suite 3000 Seattle, WA 98101-3299
UBI No.: 601787436 /(-1-( I, Contact Name: William (Bill) Tonkin Date
Contact Phone: (206) 447-8967
Contact FAX: (206) 749-2022
Pierce County Executive ($250,000 or more) Date CONTRACTOR:
Complete the tax status lrlonnatlon for 2111 of the followlng tulnnl en1lly types. lndlwlual or Corporate name m111I exactly match that which la raglltered with either Social Securtly Administration or Internal Revel'MI Service.
SOLE PROPRIETOR: BullMn Owner"s Soclal Saa.tty Number
OBA/Bualnesa o, Trade Name (If applicable)
PARTNERSHIP: Name of PartnaraNp Partnerahlp'a Employer ldentlllca1lon Number
CORPORATION: FOSTER PEPPER PUC 91:06Q6972 Name of Corporation Corporation's Employer ldantlllcatlon Nooiber
PSA - Foster Pepper PLLC Page 1 of 14
Page 13 of 70 EXHIBIT F
Contractor Name: Foster Pepper PUC Contract No.
EXHIBIT "A" (SCOPE OF WORK)
Foster Pepper PLLC (Contractor) will act as a Special Deputy Prosecuting Attomey providing legal advice and representation for Pierce County in matters related to the Chambers Bay Resort Development The Contractor shall be responsible for assisting the County in entering into a formal lease/development agreement with a partner developer to construct a resort at Chambers Bay. The resort would include on-site lodging, a clubhouse, teaching academy, restaurants and other resort amenities (the Project) and be located adjacent to the Chambers Bay Gotf Course. The Contractors' specific responsibilities shall include but not be limited to:
• Meeting with County staff • Providing legal advice • Participating directly in negotiation sessions with the County's selected development partner • Drafting and reviewing contracts, financing, design, construction, operations and other necessary documents needed to implement the Project. • Any additional matter requiring legal advice relating to the Project n at the County's request This contract will be managed and supervised by Deputy Prosecutor Todd Campbell or other designee of the Prosecuting Attorney.
8 of 14 PSA- Fostar Pepper PU.C Page
Page 14 of 70 EXHIBIT F
Contractor Name: Foner Pepper PUC Contract No.
EXHIBIT"B" (COMPENSATION)
1. Labor Fees. The Contractor shaD bill the County for the time spent on a matter at the hourty rate of the employee participating in the work, based on the billing rates listed below. The Contractor shall not bill the County for the travel time related to meetings held a County facilities in Pierce County, such as the Environmental Services Building, Chambers Bay Golf Course or the County-City Building.
Foster Pepper 2016 Pierce County Rate Schedule
Gary Fluhrer $460.00/ hour Laura Karassik $375.00/ hour Stephen DiJulio $460.00/ hour William Tonkin $420.00/ hour
2. Costs. Reasonable out of pocket expenses shall be billed at actual cost. However, the County will not be billed for long distance telephone charges, facsimile transmissions, and photocopying or standard postage charges. Reimbursement for travel, lodging and meal expenses, other than mileage to and from County facilities, such as the Environmental Services Building, Chambers Bay Golf Course, or County City Building, shall require the advance approval of the County.
PSA • Foster Pepper PLLC Page 9of 14
Page 15 of 70 EXHIBIT G
F O S TE R P E P PE R rLll
SEATTLE PRACTICE OVERVIEW T 206.447.8896 Gary is a member of the firm's Real Estate practice and has more than 40 years of experience representing local, national, and international investors and developers F 206.7 49.1942 doing business in the Northwest. His practice focuses on the development, leasing, [email protected] financing, acquisition, and disposition of projects, portfolio and multistate acquisitions, and workouts of distressed projects. SERVICES He has worked with a variety of developers and investors, including commercial and Real Estate residential developers, clients in the hospitality, industrial, and healthcare industries. Commercial & Real Gary has also worked on loan restructurings in Washington, Oregon, Alaska, Hawaii, Estate Finance (Co-Chair) Texas, and California. Business Financial Institutions Gary was recently singled out by the highly regarded Chambers USA legal directory, which annually interviews firm clients. In addition to a top-ranking of Foster Pepper's Hospitality (Co-Chair) Real Estate practice, Chambers noted Gary as "one of the deans of the real estate Bar' with clients describing him as "extremely smart and totally dedicated to client service."
RECOGNITION - The Best Lawyers in America© Real Estate Law, 1995-2019 - Washington Super Lawyers list, 1999-2018 LEADING JNOIVIOUAL - Chambers USA Leading Individual, Real Estate Law, 2005-2018 - Best in the Business: Leading Lawyers in the Puget Sound Region, Seattle Business magazine, Real Estate, 2013 - Top 100 Lawyers, Washington Law & Politics, 2006 - University of Washington Law Review, Editor-in-Chief, 1973-1974 + Martindale-Hubbell AV Rating
1 Page 16 of 70 EXHIBIT G
F O STE R PE PP E R rue
Gary E. Fluhrer MEMBER SEATTLE T 206.447.8896 F 206.749.1942 gary.fluhrer@foste r. com
ACTIVITIES - Cornish College of the Arts, Board of Trustees -American College of Real Estate Lawyers + Member, 1993-Present + Investment Entity Committee + Various committees - Pacific Real Estate Institute, Past President and Trustee -American Bar Association + Business Law Section, Member + Real Property, Probate and Trust Law Section, Member - Washington State Bar Association + Business Law Section, Member + Real Property, Probate and Trust Law Section, Member - King County Bar Association, Real Property, Probate and Trust Law Section, Member -Washington Athletic Club - Sand Point Country Club
PUBLICATIONS - "Liquidated Damages in Washington State," Co-author, ACREL News & Notes, November 2018 - "Regional Real Estate Practice Guide: Washington," Author, Chambers USA: Regional Real Estate guide, 2018 - "Non-Recourse Carveout Guaranties in Commercial Loans: Drafting Tips to Avoid Unintended Liabilities," Co-Author, ALI Presentation, February 2013 - "How 'Non-Recourse' is Your Loan?" Co-Author, The ACREL Papers, October 2012 - "Observations on the Current U.S. Commercial Real Estate Market," Author, International Bar Association, October 2010 - "The Changing World of Real Estate Equity Investment," Co-Author, The ACREL Papers, March 2008 - "Multi-Party Limited Liability Company Operating Agreement," Co-Author, The AC REL Papers, March 2004 - "Until the Tax Lawyer Arrives: Understanding Tax Provisions in LLC Agreements," Co-Author, The ACREL Papers, March 2004 - "Pre-foreclosure Counseling and Workouts," Author, Washington State Bar Association, July 2003 - "Current Real Estate Financing Issues," Author, Washington State Bar Association, December 2001 - "Limited Liability Companies - Management Structures and Selected Issues in Using LLCs," Co-Author, The ACREL Papers, October 2000 - "The LLC Vehicle - Is There Ever a Reason Not to Use It?" Co-Author, The AC REL Papers, April 2000 - "Washington Partnership Law and Practice Handbook," Contributing Author, 1993 Revision - "Practical Considerations for Workouts," Author, Washington State Bar Association, February 1989 - "Nuisance Actions Against Municipal Airports," 48 Washington Law Review 904, 1974
PRESENTATIONS - "Recent Developments in Lending," Speaker, Foster Pepper 2017 Real Estate/Land Use Briefing: Essential Industry Updates, November 2017 - "Legislative and Case Law Update," Speaker, Foster Pepper 2016 Real Estate/Land Use Briefing: Essential Industry Updates, November 2016
2 Page 17 of 70 EXHIBIT G
F O S T E R P E PP E R ""
Gary E. Fluhrer MEMBER SEATTLE T 206.447.8896 F 206.749.1942 [email protected]
- "Current Trends in Financing," Speaker, Foster Pepper 2015 Land Use/Real Estate Briefing: Essential Industry Updates, October 2015 - Foster Pepper 2014 Land Use/Real Estate Briefing: New Regulatory Developments and their Impact on the Future of Land Use and Real Estate, Speaker, November 2014 + "Current Trends in Joint Ventures and Equity Financing" + "Commercial Real Estate Lending and Guaranties" - "Personal Guaranties - Recent Developments in Post-Foreclosure Liability," Speaker, WSBA: 2014 Real Property, Probate and Trust Midyear Meeting and Conference, June 2014 - "Guaranties, Non-Judicial Foreclosures, Carve-Outs and Post-Foreclosure Liability," Speaker, Washington State Bar Association, 2oth Annual Fall Real Estate Conference, December 2013 - "Carveout Guaranties in Commercial Loans: Drafting Tips to Avoid Unintended Liabilities," Speaker, ALI Presentation, February 2013 - "Real Estate Secured Loans and Remedies,· Washington State Bar Associate CLE, January 2010 - "Commercial Credit Workouts Forum (In-House Government)," Washington Bankers Association, April 2009 - "Buying & Selling Hotels," Law Seminars International, August 2008
EXPERIENCE - Foster Pepper PLLC, Member, 1979-Present - The Boeing Company, Engineer, 1969-1971
BAR ADMISSIONS - Washington
EDUCATION -J.D., University of Washington School of Law -B.S., Iowa State University, Aerospace Engineering
3 Page 18 of 70 Issue: Does a change to the golf course subject the County to a claim of copyright violation by the designer?
Answer: No.
Discussion
An assertion that a change to the golf course would subject the County to a claim by the golf course designer for violation of its intellectual property rights is both factually incorrect and legally defective.
Robert Trent Jones 11 , LLC, the designer, is cooperating with the County in modifying the 9th tee complex. The design of the additional 9th tee locations and their construction were accomplished by the same individuals who provided original design services and the initial shaping of the course.
The designer has not made an infringement claim. Confirmation of the designer's cooperation in the work on the 9th tee is contained in the email from Trent Jones to Don Anderson attached as Exhibit H. Changes to the course were contemplated by Section 30 the original design contract, See attached Exhibit I.
It is well established law that golf course designs cannot be protected by copyright, trademark or patent. John S. Saroff, Putting Intellectual Property on the Fairway: Toward an Expansion of Copyright Law to Golf Course Architecture, 28 Colum. J.L. & Arts 379 (2005). Exhibit J. See also Robert D. Howell, Tee 'd Off- Golf Course Designers Score Douple Bogey in Search for Protection of Their Hole Designs, 5 J. lntell. Prop. L. 337 (1997)
Even if protection did exist, infringement requires reproduction, not modification or destruction. 17 U.S. Code Sections 101 , 102,106 and 120. Exhibit K.
Page 19 of 70 EXHIBIT H
Don Anderson
From: Trent Jones
Dear Don,
I'm writing you to follow up on a conversation I had with Matt Allen today. I understand you wanted to speak with either my father, Bruce Charlton, or myself about some concerns facing changing tees on hole number nine at Chambers Bay. All of us are traveling to job sites at the moment - my father and I are in Vietnam and Bruce is in Scandinavia, so I hope this email serves to clarify our position on this matter.
First, we believe deeply in Chambers Bay and the County for having the vision to support this very unique public resource. We are grateful to be the architects of this course and to continue to be involved with it. Further we believe · it is our obligation to the county to provide our professional opinion on changes that may affect the golfer's experience of this asset. In this regard we feel that the best experience of this golf hole is with the tees in their original position.
However, we also recognize that it is the county's property and ultimately the elected officials who have the responsibility to decide about making changes to it. Hence as requested, we have worked with the staff at Chambers Bay to provide drawings of alternative tees.
Chambers Bay is a uniquely special place in the golf world. People travel from around the world to play it. Even in Danang, Vietnam, where I am now, golfers know about it. It is a rare public asset. And like its golfers, and the community that owns it, we are passionate about it.
Perhaps my dad said it best to me today in a metaphor: "We are as rigid as a pine tree on the principal that the hole should not be changed, but we are as flexible as the willow tree on the practical steps required to develop the county's asset."
In short, we advise it not be changed, but we will work with the county to provide the next best solution if officials feel it is necessary.
I hope this clarifies our position on the matter. And again, our thanks to you and the county for involving us in this process. We look forward to our continued work with the County.
Yours sincerely,
Trent
Trent Jones Chief Operating Officer Robert Trent Jones 11 ,LLC
705 Forest Avenue Palo Alto, California 94301 650-326-3833 (o) 31 0-625-9932 ( m) [email protected] www.rtj2 .com
Page 20 of 70 EXHIBIT I
• PERSONAL SERVICES AGREEMENT \ CONTRACT NO. 04-030836
Robert Trent Jones fl. LLC, hereinafter caJled Cortlnlctor, and Pierce County, hereinafter ca!led County. agree as set forth in this Agreement, Including: (General Conditions), pp ..1, to.§., Exhl>it A (Scope of Wonc); pp.L lo .1L Exhibit B (Compensation). pp.JL to 1§, Elchl>Jt C (Contract Compliance for Professional, Technical, Supply, or Services - dated 5'01 ), pp 16 to ..2Q, and Exhibit D (any Special Provisions), pp 21.. to ~ copies of which are ettached hereto and incorporated herein by this reference as f!Jly as If set forth herein. The term of this Agreement shall eommence on the 1st day of June 2004, and shell, mless tannlnated or renewed elsewhere in the Agreement, terminate on Che 30th day of June 2007. The maximum ronslderation for lhe ilitial term of this Agreement or for any renewal term shal not exceed S192.412.00. The County has established the following BARS expendlure code for this Ageement: +l5.000.:t:46A.17890.41.0009. wtuch shall be included on all blBings or correspQOdence il connection ·therewith. Contractor acknaMedges and by signing this contract agrees flat the lndemnlication provisions set forth In Paragraphs 5, 13. 19, and 22, are totally and fully pert of this contract s,d haw been :1l~lly negotlated by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement lhlsel / day d J U,,,U t , 2004. PIERCE COUNTY:
Approved as to form only:
Tille of ~ryAuthori7.8d by Firm pa~ Revlewed:
Date Mafllng Address: {,.s ,..,, )
-1'""\ COntactN erne: ,.Jo, "'II). 5t·,t·,1,,;.,.. entDI Contact Phone: lo 5 ~ 41 ~ - o TZ.] ~ Contact FAX:~_(,--=--->-c _'J_2-_, _~ _l_i_· 7_7__ _ ~
Pierce County ~50,000 C:K more) Date CONTRACTOR:
Complete lhe l8J< eCatus IP~ form, of the ~no business enlfty types. Individual or Cc,po,ate nem1J must exactly malcb lhat whk:h is reglslered wl1tl ell1ar SOCial Sec:urtly /ldmlnlshtion or ln&ernal Rewlnua SeNice.
SOl.E PROPRIETOR: BuslneasOwner'e Name DBNBuslness orTrade Name (lf'appllcable)
PARTN~SHIP: Name of Partnersh~ Partnershlp"s Ell'lplo)'llr ldenllllcalion Number
CORPORATION: BQZ>adiffld Jpnes II, LLC 77,.. CS"~S'?~O Name of Corpol'Bllon PSAMASTER.OOC ,..,. 10-2003 B/4104
1
Page 21 of 70 EXHIBIT I
Contractor Nana: Robert Trent Jones IL LLC Contract No. ~0838
Amend the Genenl Conditions by adding the following sections:
29. Design: Contractor POrtPans final designing during construction of the features. AH portions of the Artwork (defined as the construction of the tees. greens aod bunker&, anc1 the contot.ring of the hm'Vtm ang nna1 t1eing-in operations) shau be performed by pen;omel acceptable to County and . eon1rac1or in order to protect the lnteqjty of the Contractor's plans, Contractor may propose. under separate agreement. RTJII Design Implementation Services pponnel. lncludlng a Design lmoJementation Superintendent end Design Features SpeclaJlst rSbaoers"l, whose work IS De(fonned n the construction phase rather than the Design phase of the profect. The CcuJtv shall review aov seoarate agreements for Design tmPlementation Services and make a declsJm! at that tme as to whether it 1s In Ile best Interests « the c:ourse design 1o utiHze such serylcea. 30. Golf Course sn, Changes: No dedsfon by County to change tb@ locjat)on or anv other aspect of Iha Golf Courae or fflY portion qf tha Goff Course nulfill Ccprty'19bU91Uoo !2 COflllJf'Pft !iQld,actprfqaerylcea 11 proylded heren., CllCil said serv1cea haye bean performed. Jhll ume atmulatlon 8QPIJel Jn tbl event that County or anv Qlher PMY Olhar lhaQ lbt ca dractOI NMl88 arada§ g1 prppertyad(acant to Iha Gdf Course or changes any Qlhar sNa cmdllfons MJlcb Impact cm Conbactor'8 Pl@na, 1n tbo event of such changes. Contractqr aa,.. to prqy1c1a such addlllonal services as mav be reaylrad. and additional compensallon wll be paid to Cont[IOtor at ID amowt agreed tp In good falh between County and Con1ractor lo accordance wtlb the scqpe or wort establlfbed, 31. prqnotions: Contraclcr agrees to cooperate with Cowtv as Contractor deem appropriate,, and at a lime convenient to both parties. in various promotional undertakings by County In announcing or publicizing the Golf cm,se, such as preparing a hoft::bY:boJe description or the Golf Course. furnishing Dhotos of Robert Trent Jones, Jr .. contacts with media, attendance at the Goff Coum groundbreaking and aand opening. Contractoc'.s name may be used by Ccu)tv for certain pybllcity purposes. oroylded. however, that an references and representations made by County with regard to the design rl the Golf Course shall be accurate; proyJded. further. however. th@t County shall heye no right to use Contractor's name or to make any statement as to the design or other work performed bv Contractor If Cal County breaches this Agreement jn any material respect, {bl Contractor does not render atl cl the services specffled t, this Agreement as a result of County's request or actions, or (cl Countv or a,v third party meterialy changes the layouL design or Artwork of the Goff Course without Contracton. prior written consent.
Only the name •Robert Trent Jones, Jr,• may be used to personalize the work of the Contractor: and for corporate Identification pumoses, only the corpqete name "Robert Trent Jones IL LLC: may be useg. County shall take aPP{Optiale steps to avoid or promptly rectlfv any errors with respect to such Identification. County further agrees that acknowledgment of C01itrac1or and Conttactor's logo will be noted on @II scorecards end Internet websites for a period of 25 mu.. County further acknowtedces and agrees that Contractor shall own al right. title and Interest In and to the rawut and design Qf the Golf course and al materials deyefoped.. authored, or otherwise created by Contracla' relating lo any wav to the Goff Course, Contractor shau bave the sole end exclusive right, including to fhe exctusfon of County. to commercially exploit lhe IEIYQY!, desklJ. views af the Golf Couoo,, or DOf1lons thereof, In any manner contractor sees fil. County shell not make any use of any materials of any kind incorporating, in whole or in part, the lavaut, design. views of the Golf Course, or any portions thereof fpr any commercial PWPOff. without lfJe prior written consent of the Contractor. County shall assist Contractor In any reasonable regyest. et Contractor's expense. to procure. maintain, and enforce Contractor's Intellectual property rights In the lavout, design and views of the Gott Course. and County shall promptly Inform Contractor of any known or anticipated Infringement of Contractor's rights therein.
23
Page 22 of 70 EXHIBIT J PUTTING INTELLECTUAL PROPERTY LAW ON THE ... , 28 Colum. J.L. & Arts ...
28 Colom. J .L. & Arts 379
Columbia Journal of Law & the Arts Spring 2005
Article John S. Saroffal
Copyright (c) 2005 The Trustees of Columbia University in the City of New York; John S. Saroff
PUTTING INTELLECTUAL PROPERTY LAW ON THE FAIRWAY: TOWARD AN EXPANSION OF COPYRIGHT LAW TO GOLF COURSE ARCHITECTURE
INTRODUCTION
Golf courses elicit pleasure, passion and pain in a way that is unique to sport. A golf course is the only field of play in sports in which each individual playing surface is unique and provides an enduring legacy for future generations, serving not only as a stadium stage for the superstars but also as a participatory venue for the everyday player. The Pebble Beach played by the modern amateur golfer is essentially the same course played by Hogan, Palmer, Nicklaus and Woods. Each course is a living part of the game's history.
Despite the unique place that golf courses occupy in the world of creativity, current American intellectual property laws offer weak protection to the golf course architect. Golf course architects come from many backgrounds, ranging from members of the general public putting a municipal tract in a local park to world-famous architects such as Rees Jones and Tom Fazio earning millions of dollars for each of their creations. However, unlike traditional architects, whose buildings are protected by the Co2yright Act, none of the three available intellectual property regimes-copyright, trademark or patent--protect the work of a golf course architect. A com leted golf course falls into a zone of no intellectual property protection.
Some may argue that a recent boom in golf course construction I means that the market is functioning efficiently and that there should be no extension of intellectual property rights to completed golf courses. 2 But the development of *380 several "copycat" courses, daily-fee golf courses that create near-exact copies of famous holes from some of the most historic and significant courses in the United States, offers different guidance. 3 At these courses the public pays a premium, in comparison to comparable daily-fee courses, to play holes replicated from golf courses of note. 4
These copycat courses woo golfers because, even with the development of thousands of new courses, golf is still a game of private and public dichotomy. While the United States has over 11 ,500 public courses, many of which are terrific, the vast majority of the very best American courses are private. 5 Two sources viewed as authoritative with regard to the importance and significance of an American golf course are (I) the list of hosts of the U.S. Open 6 and (2) the bi annual Golf Digest list of America's 100 Greatest Golf Courses (Top 100 List). 7 These metrics reveal that the bulk of great American golf courses remain private enclaves of the wealthy. The U.S. Open, the most prestigious American golf tournament and America's national golf championship, has been played 104 times, but was held just once at a public, daily-fee course, at Bethpage State Park on Long Island in 2002. 8 The Top 100 List contains only four public, daily fee courses. 9
WESTLAW © 2019 Thomson Reuters. No claim lo original U S. Government Works. Page 23 of 70 EXHIBIT K
U.S. Code Title 17. COPYRIGHTS
17 U.S. Code § 102 - Subject matter of copyright: In general {a)Copyright protection subsists, in accordance with this title, in original works of authorship fixed in any tangible medium of expression, now known or later developed, from which they can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or device. Works of authorship include the following categories: (1) literary works; (2) musical works, including any accompanying words; (3) dramatic works, including any accompanying music; (4) pantomimes and choreographic works; (5) pictorial, graphic, and sculptural works; (6) motion pictures and other audiovisual works; (7) sound recordings; and (8) architectural works.
17 U.S. Code § 106 - Exclusive rights in copyrighted works Subject to sections 107 through 122, the owner of copyright under this title has the exclusive rights to do and to authorize any of the following: (1) to reproduce the copyrighted work in copies or phonorecords; (2) to prepare derivative works based upon the copyrighted work; (3) to distribute copies or phonorecords of the copyrighted work to the public by sale or other transfer of ownership, or by rental, lease, or lending; (4) in the case of literary, musical, dramatic, and choreographic works, pantomimes, and motion pictures and other audiovisual works, to perform the copyrighted work publicly: (5)
Page 24 of 70 EXHIBIT K
in the case of literary, musical, dramatic, and choreographic works, pantomimes, and pictorial, graphic, or sculptural works, including the individual images of a motion picture or other audiovisual work, to display the copyrighted work publicly; and (6) in the case of sound recordings, to perform the copyrighted work publicly by means of a digital audio transmission.
17 U.S. Code§ 101 - Definitions Except as otherwise provided in this title, as used in this title, the following terms and their variant forms mean the following: An "architectural work" is the design of a building as embodied in any tangible medium of expression, including a building, architectural plans, or drawings. The work includes the overall form as well as the arrangement and composition of spaces and elements in the design, but does not include individual standard features.
17 U.S. Code § 120 - Scope of exclusive rights in architectural works
(a)PICTORIAL REPRESENTATIONS PERMITTED.- The copyright in an architectural work that has been constructed does not include the right to prevent the making, distributing, or public display of pictures, paintings, photographs, or other pictorial representations of the work, if the building in which the work is embodied is located in or ordinarily visible from a public place. (b )ALTERATIONS TO AND DESTRUCTION OF BUILDINGS.- Notwithstanding the provisions of section 106(2), the owners of a building embodying an architectural work may, without the consent of the author or copyright owner of the architectural work, make or authorize the making of alterations to such building, and destroy or authorize the destruction of such building.
Page 25 of 70 Issue: Will the terms of the Ground Lease initially allowing month to month rental of golf villas inhibit the future award of a major golf tournament?
Answer: No.
Discussion
John Bodenhamer, USGA Senior Managing Director, Championships has personally conveyed to Pierce County representatives that this will not be an issue. The USGA has a history of holding successful major events on courses with heavy residential concentrations, such as the 2013 U.S. Open at Merion in Pennsylvania.
Motor vehicle traffic in and out of an event perimeter can be a security issue. The solution to this concern is addressed in the Ground Lease. It provides that during a major event all hotel guests and renters of golf villas must park off site and must purchase tickets to the event as a condition of their occupancy. Ground Lease Sec. 18.02 (a) and (b).
Mr. Bodenhamer has confirmed the position of the USGA in emails. An excerpt from his email of November 23, 2017 and his email of December 11, 2018 are attached as Exhibits L and M.
Page 26 of 70 EXHIBIT L
From: John Bodenhamer [mailto:[email protected]] Sent: Thursday, November 23, 2017 12:51 PM To: Matt Allen
Matt,
Please find attached, DRAFT messaging and talking points regarding the 2019 and 2021 U.S. Amateur Four-Ball we have compiled for your review and consideration. I had intended to send this to you tomorrow (post-Thanksgiving), but it is ready now, so I thought I would get to you.
I also offer the following considerations:
► We have included one Q&A regarding the development. We only reference that we do not believe the development (e.g., permanent housing) will impact the conduct of the Four-Ball. We felt it was best not to include any mention of future Open championships at this point, as it would be premature. Rather, we have focused on the Four-Ball. In addition, it would be our preference not to publish any written statement on this topic, as it might leave some to speculate that we have committed to future championships. However, if asked, we are prepared to say we do not believe it will impact our ability to conduct championships at Chambers Bay. I am happy to discuss this with you further if you wish. We know it is an important issue for you and the County and we will be supportive. Please also know that our staff has confirmed this position directly with John Ladenburg so he is aware. We are also happy for you and the County to speak to this as well.
John
John M. Bodenhamer Senior Managing Director Championships & Governance USGA - United States Golf Association P.O. Box 708, 77 Liberty Corner Road Far Hills, NJ 07931 (908) 781-1084 (Direct at Golf House) (908) 507-7204 (Mobile) [email protected] www.usga.org
Page 27 of 70 EXHIBIT M
From: John Bodenhamer Matt, I see that John Ladenburg made statements today on his facebook page about Dan Putnam and the proposed development. He also references a "former USGA official." I have a hunch who that might be, but it is irrelevant. No former official or employee speaks for the USGA. Please allow me to reiterate that our previously stated position on the development has not changed . Happy to discuss if you wish. John John M. Bodenhamer Senior Managing Director Championships [Macintosh HD:Users:kim:Dropbox (USGA) : ** CS PROJECTS (1):Design:KIM:USGA_Logotype_Spot_2c.png] United States Golf Association 77 Liberty Corner Road Liberty Corner, NJ 07938 (908) 781-1084 (Direct at Golf House) (908) 507-7204 (Mobile) [email protected] Page 28 of 70 Issue: How do the Chambers Creek Properties Master Site Plan and Design Standards interface with the provisions of the ground lease? Answer: All improvements within the Chambers Creek Properties must comply with the Master Site Plan and Design Standards. Their requirements constitute governmental controls on development which are in addition to any controls or restrictions imposed by the County as Landlord. Discussion In addition to the 2017 Chambers Creek Regional Park Master Site Plan Update adopted by Ordinance 2017-83, all development in connection with the Hotel/Resort project must conform to the Chambers Creek Properties Design Standards found in Chapter 19.57 of the University Place Municipal Code. Those standards have been endorsed by the County Council pursuant to the Chambers Creek Properties Joint Procedural Agreement as reaffirmed in Ordinance 2017-83. Under the Joint Procedural Agreement, University Place is the permitting authority for the project and is responsible for compliance with the building code, Master Site Plan and Design Standards. Exhibit N. One example of these controls is found in Table 6 of Section 5.4 of the Master Site Plan which limits total restaurant size to 20,000 square feet. Exhibit 0. This same limitation is found in the Design Standards at Table 8 of UPMC Section 19.57. Exhibit P. The developers' current plan calls for restaurant space of just under 6000 Square feet plus deck. Parking requirements are another example. In addition to the requirements of Section 1.05 of the Ground Lease for minimum of 200 on site spaces and the County's right to exert reasonable design approval under Section 4.04, University Place will regulate the design for compliance with the rather extensive parking criteria found at UPMC 19.57.110 and .120. Exhibit P. Page 29 of 70 EXHIBIT N JOINT PROCECURAL AGREEMENT BETWEEN PIERCE COUNTY, THE CITY OF UNIVERSITY PLACE AND THE CITY OF LAKEWOOD REGARDING THE CHAMBERS CREEK PROPERTIES MASTER SITE PLAN EXECUTED JUNE 8, 2000 Section 6.A.1 Comprehensive Planning and Zoning The parties agree that the uses and activities identified in the Master Site Plan that will be implemented on the Chambers Creek Properties shall be governed by the standards, conditions, mitigation measures and other provisions of the Master Site Plan, and Final EIS, and by applicable ordinances of the respective jurisdictions. Section 6.C.2 Cities and County Coordination of Permit Review Procedures After adoption and implementation of the Design Guidelines, University Place will serve as the single point of application for all building and related permits and associated SEPA documents, regardless of which parties have the underlying jurisdictional responsibility. Page 30 of 70 EXHIBIT O Master Site Plan Update Adopted: .:01 7 O 191n..il dilte ,:,f adoot101- August 19 9r Fir,t Upd,He adopted: F0 h1 uary r 200"' l" \\ ,;...- --- .. - 11° 1• ► i -'/ - . ----- lit ----•,•. - • Exhibit A to Ordinar, lo. 2017-83, Page 1 of 100 Page 31 of 70 EXHIBIT O bins and a conveyor tunnel are located on the north side of the Meadow and serve as a buffer between the 18th hole of the golf course and the Central Meadow. Uses in this area include sections of the Soundview, Grandview, and East Slope Trail systems (urban trail with multiple trailhead s and overlooks), a large formal lawn (designed for passive recreation and as a staging area for large events such as golf tournaments), 'Jorth Beach access, picnic areas, golf practice facilities and the Chambers Bay Grill. A temporary clubhouse, event pavilion, and off-leash dog area also exist within the Central Meadow Area. Parking amenities, re strooms, and other related park facilities exist within this area. Additional parking, wayfinding si gnage, and shade structures may be incorporated into the final development of this area. Native grasses S.4.2 Resort Complex were used extensively throughout the Central When fully developed, the Central Meadow Meadow in combination with native shore Ar ea will contain a Resort Complex to support pines and other trees. the Ch ambers Bay Golf Course. This complex of uses will include a hotel, cl ubhouse, S.4.1 Restaurants res taurant(s), golf villas, event pavilion, spa, teaching academy, and other support fac ilities. The Chambers Bay Grill currently sits atop a Pi erce County is currently negotiating a 300-foot bluff overlooking the Ce ntral Meadow. lea se agreement for a development group to An additional restaurant (revenue generating) construct and operate the Resort Complex. and concession stands may be loca ted in Sections 5.4.3 - 5.4.15 and table 6 discuss these lhi; drea of the park to further support the uses in greater detail. development of the Chambers Creek Properties . Chambers Creek Regional Park Master Site Plan I May, 2017 53 Exhibit A to Ordinan .o. 2017-83, Page 69 of 100 Page 32 of 70 EXHIBIT O Square Feet Park Amenity: Implemented: Project Status: 5.4.3 Hotel (Lodging) (upto) Hotel and golf villa facilities will support the Interim: Chambers Grill was constructed in 2007. development of the Chambers Bay Golf Course Restaurant(s) 20,000 2007-TBD Future facilities will be completed as elements of and other site uses as an element of the Resort resort complex. Complex. The hotel and golf villa facilities will Interim: Facilities including a clubhouse, pro- Resort Complex shop and event pavilion have been constructed. be of appropriate size and scale to complement • Clubhouse 12,000 Pierce County is currently negotiating a lease the site and be in keeping with the Chambers 2007-TBD • ProShop • agreement with a development • Event Pavilion group to Creek Properties Standards and Guidelines • construct and operate a resort complex to • Spo • Update, 2014. All viewsheds within the site include these and other related amenities. will be protected In Progress: Paved parking has been constructed and rema in available for as specific amenities are added. interim parking public access. Hotel and golf villa facilities will Parking . 2007-TBD has been installed to accommodate demand complement topography of the site and be prior to permanent parking facilities . comprised of attached and detached units. The Central Meadow • 2008 Completed. total amount of hotel and golf villa units on site Soundview Trail • 2008 Completed. Restrooms 1,200 2008 Completed. will not exceed 190 units. In Progress: Additional picnic/shade structures Picnic and Shade . 2008 proposed in this area. Will be installed as funding Areas 5.4.4 Practice Facility sources become available. Trailheads/Overlooks • 2008 Completed . A driving range and short game area were Connection Trails 2008 Completed. constructed in 2009 to the south of the In Progress: A practice facility was constructed in main drive within the Central Meadow Area. Practice Facility • 2009-TBD 2009. Future facilities will be completed as an element of the resort complex. Future additions to the practice facility will be In Progress: Access to North Beach completed. completed as an element of the resort complex Pedestrian overpass 2010-TBD Future additions are planned to extend access to (north beach access) and allow for a teaching academy, double floating boat moorage facilities in Puget Sound. ended driving range and a short game area. Planned: Pierce County Is currently negotiating a Future additions may include a three-hole Hotel (Lodging) 180,000 TBD lease agreement with a development group to construct and operate a resort development. practice course. Administration & Planned: Administration, maintenance, and Maintenance 5.4.5 Clubhouse • Golf Course Support 15,000 TBD support facilities will be completed as elements Facilities of the resort compleK. The clubhouse will sit at the entry hill just north • Maintenance Building 12,000 • • ' L < f ' :, • • l .-. • ' • • , " ,. - ' • ( • • t , ~ ,• 1 ' ~ of the main drive into the Central Me_adow Apc.,t-rid 11 [ U'11\'{'n11v Pl,Lti! Grew f"lfl:'ll Area. The clubhouse will include parking, a Tabltd: Central Meadow ARo Uses 54 Chapter 5 I The Plan: A Unique Mix ofServices and Recreation Exhibit A to Ordinance No. 2017-83, Page 70 of 100 Page 33 of 70 EXHIBIT O pro-shop, administrative space, locker room facilities, and meeting space. Pierce County is currently negotiating a lease agreemen1 with a development group to construct and operate the c.lubhouse. The clubhouse may be fully integrated into the resort complex or have standalone elements. 5.4.6 North Beach Access Parking has been provided in conjunction with Central Meadow amenities. Access to the Bridge to tM North Beach North Pier (when complete) and North Beach is buffer light and sound from the neighboring available via a pedestrian overpass with ramped site uses. walkways. 5.4.9 Plant Communities 5.4.7 Trails network The Central Meadow Area was developed in The Soundview, Grandview, and East Slope a way as to create a healthy plant community Trails have been developed as a system of and habitat for birds and small mammals. urban trails for non motorized use linking the Development was conducted in a manner Central Me;idow Are;i to the other sections of that requires minimal irrigation, fertilizers and the park. The trail network was developed as pesticides. described in the Chambers Creek Properties Standards and Guidelines, 2014 update. 5.4.10 Mining and Reclamation Mining and reclamation activities within 5.4.8 Planted Site Buffers the Central Meadow Area ended in 2015. Vegetative buffers (a minimum 100-foot Reclamation is consistent with RCW 78.44 average width) have been constructed to standards. separate the Central Meadow Public Recreation Area and the Wastewater Treatment Plant. 5.4.11 Water Production Facilities These buffers are designed to screen views and Water production facilities will be integrated with other Central Meadow Area uses as Chambers Creek Regional Park Master Site Plan I May, 2017 55 Exhibit A to Ordinar, Jo. 2017-83, Page 71 of 100 Page 34 of 70 EXHIBIT O needed for utility development and use. Such leas h dog area. Future phases will be developed lltility features will appear as natural elements as golf course revenues increase or as other within the overull North Area landsc.ipe. funding opportunities ari se. 5.4.12 Water Reclamation Facilities 5.4.1 S Central Meadow Design An irrigation pump station currently ex ists in Intent this area of the site. Future water reclamation Resort Complex, Hotel & Restaurant: All fac ilities will be intermingled with Central buildings an d associated structu,es will be Meadow Area uses as needed for utility of appropriate size and ~cale to complement development and uses. Such utility featurEs will the site and be in keeping with the Chambers appear as natural elements of the overall Cen tral Creek Properties Standards and Guidelines Meadow Area landscape. Update. 2014. All viewsheds within the site will be protected and remain avai lable for public 5.4.13 Parking and Vehicular Access access. Central Meadow parking is located in surfcce ~imilar to that of the Environmental Services lots near primar y use~ identified within this Bu ilding, future development will embody the sec tion. values of energy efficiency, uses of re cycled and non-toxic materials, sustainable site dFsign and Publ ic vehicul;ir access to the Central Meadow is passive storm water sys tem s. Piant materials provided via the roundabout on Grandview West will be used on the su rrounding grounds as part and 62nd Street Court West. Emergency a d of the enhancement of this si te. se rvice atcess to the site is available from the same entra nce. Trails Network: The Soundview Trail in the Central Meadow Area was developed as an 5.4.14 Implementation urban trail for non-motorized use linked to the Central Meadow Aerial Grandview Trail and other site areas and l he initial development phase included the trails. rhe trail network was cons truction of the Centra l Meadow, t wo deve loped as described in the Chambers Creek Properties Des ign parking lots. res trooms, Chambers Bay Grill, Standards Update, 2014 sections of both the Soundview ,md Granclview . Trai l systems, and a temporary proshop and off- Planted Site Buffers: Retain. maintain and restore plant communities in the existing 56 Chapter 5 I The Pion: A Unique Mix of Services and Recreation Exhibit A to Ordinance No. 2017-83, Page 72 of 100 Page 35 of 70 EXHIBIT P EXHIBIT B Chapter 19.57 CHAMBERS CREEK PROPERTIES DESIGN STANDARDS Sections: 19.57.010 Purpose 19.57.020 Applicability 19.57.030 Design Standards and Guidelines Adopted 19.57.040 Design Goals and Policies 19.57 .050 Substitutions, and Adjustments 19.57.060 Exemptions 19.57 .070 Design Review Process 19.57.080 Temporary Uses 19.57.090 Public Entrances & Gateways 19.57.100 Trails and Interior Roadways.,. 19.57.110 Parking 19.57.120 Parking Structures 19.57.130 Loading 19.57.140 Utilities 19.57.150 Landscaping 19.57.160 Fencing, Barriers & Buffers 19.57.170 Site Lighting 19.57.180 Signage 19.57 .190 Sign Lighting 19.57.200 Wall Signs 19.57.210 Projecting Signs 19.57.220 Building Fac;;ade 19.57 .230 Projections 19.57.240 Roof Designs and Materials 19.57.250 Building Colors 19.57.260 Building Materials 19.57.270 Materials to Avoid 19.57.280 Bulk Regulations 19.57.290 Auxiliary Spaces & Mechanical Equipment 19.57.300 Retaining Walls/Guardrails 19.57 .010 Purpose. The purpose of this chapter is to establish design standards and guidelines for the Chambers Creek Properties Overlay to implement the Chambers Creek Properties Regional Park Master Site Plan. 19.57.020 Applicability. These standards and guidelines apply to all development on the Pierce County Chambers Creek Properties that are subject to the Chambers Creek Properties Design Standards accordance with the Chambers Creek Properties Joint Procedural Agreement. M:IORD\20171689-Exhibit B 1 Page 36 of 70 EXHIBIT P PARKING 19.57.110 Parking A. Standards. 1. Parking areas within the CCPO will conform to the uses, width and materials, and special provisions outlined in Table 2. 2. Large parking areas (over 150 stalls) shall be broken up into smaller areas which are separated and screened visually using curvilinear parking patterns, vegetation, topography, and terracing, where appropriate. 3. Provide raised or clearly marked pedestrian walkways in surface and structured parking lots. 4. Entries and exists to and from parking shall be clearly marked for both vehicles and pedestrians through the use of a combination of signage, lighting and change in material. 5. A maximum of two levels of structured parking is allowed. For structures Structures visible from off-site shall be screened with Green Screen@ vegetation, topography, or terracing,,.:. 6. Event parking within the CCPO will conform to the uses, width and materials, and special provisions outlined in Table 2. Event parking is subject to the University Place Special Event Permit process. B. Guidelines. 1. Design public parking to meet the needs of the facility and visitors without compromising aesthetic and environmental quality. Create parking areas that respond to the site's existing and future landscape characteristics. a. Locate and screen parking lots so that they are not the visually predominate element within the site landscape. b. Provide adequate on-site parking in locations convenient to site uses. c. Design landscaping in surface parking lots to handle storm water runoff. 2. Provide durable, cost-effective paving material that is appropriate for each parking area and, where appropriate, demonstrate the use of environmental sensitivity and sustainable materials. a. Minimize development impacts by allowing the minimum necessary impervious surfaces on the site, and to encourage the use of porous paving as much as possible. b. Curb stops should be minimized in parking areas. Curbs of vegetated islands may serve as curb stops with 1.5 feet of low groundcover planted along island perimeters. Recycled and other non-traditional materials for curb stops should be used where possible (Figure 5). M:IOR0\2017\68S-Exhibtt B 10 Page 37 of 70 EXHIBIT P Figure 5 Curb Stop 3. Provide parking lot features which improve public safety, sense of security and visibility of the surrounding area, including lighting and appropriate landscape treatments. 4. Pedestrian circulation shall be provided through parking lots, and across drainage and planting areas within parking lots, to provide direct pedestrian connections to the uses they serve and to other adjacent public areas. 5. Electric Vehicle charging and parking spaces should be provided in surface and structured parking locations. Table 2: Parking Areas1 ALLOWABLE TYPE USE WIDTH/SIZE MATERIALS SPECIAL PROVISIONS Main Parking - Standard - 9 feet wide and Concrete, asphalt, durable Thirty percent of stalls in lots Parking Cars, trucks, 18 feet long pervious surface systems containing more than 20 total Areas motorcycles Compact - 8 feet wide by 15 stalls may be compact stalls. feet long Compact stalls shall be ADA - per State standards labeled as such. Aisle Travel ways go· head-in parking and two- Concrete, asphalt, durable Areas within way traffic - 24 feet pervious surface systems parking areas 71 ° or more acute - 17 feet and one way traffic Event Parking- Parking stalls will be Gravel or equivalent will be On-site parking locations to Parking Cars and temporarily marked for the used to protect approaches to be determined by Pierce -On- trucks event and submitted with UP temporary parking areas. County and identified within site Special Event Permit. UP Special Event Permit. 1. These standards shall apply to all parking lots with ten or more spaces. M:IORD\2017\68S-Exhibrt B 11 Page 38 of 70 EXHIBIT P 19.57.120 Parking Structures A. Standards 1. Parking structures are allowed in the North AreaCentral Meadow and Chambers Bay Golf Course planning areas of the CCPO only. 2. Parking structures shall not be visible from the Chambers Bay golf course or Grandview Trail. 3. Entrances to parking structures shall be the minimum size to permit reasonable entry and shall be consistent with the adjacent building fa9ade. 4. Any elevation of a parking structure visible from Central Meadow or the Shoreline Area shall have a decorative parapet wall of not less than 46 inches high and shall utilize materials and colors consistent with the adjacent building fa9ade. 5. Provide high ceilings and ample lighting at pedestrian entrances to elevate safety and comfort. 6. Provide direct access from the parking structure to the attached building structure. B. Guidelines 1. The parking structures should be sitedJ.Q take advantage ef--of the topography of the site. 2. Parking structures should be associated with a building and not as a standalone feature. 2. Provide enough clearance and appropriate curve radius to facilitate delivery, maintenance and emergency vehicle routes. 3. The roof of the parking structure should be incorporated into the overall design of the project. 19.57.130 Loading A. Standards 1. Loading spaces within the CCPO will conform to the uses, square footage spaces and size outlined in Table 3. 2. Loading spaces that are adjacent and accessible to several buildings or tenant spaces may be used to meet the loading requirements for the individual buildings or tenants provided that the number of spaces satisfies the requirements for the combined square footages for the buildings or tenants in question. 3. Loading and service areas shall be located and designed to minimize visibility from streets, public spaces and semi-public spaces. a. Loading areas shall be underground, recessed or screened to hide them from view. b. If screened, use walls and/or landscaping to screen views of loading areas.:. M:IORD\20171689-Exhibit B 12 Page 39 of 70 EXHIBIT P c. Install attractive loading dock doors so that when not in use, loading docks do not present an eyesore. M:IORD\2017168~Exhibit B 13 Page 40 of 70 EXHIBIT P 19.57.280 Bulk Regulations A. Standards 1. Buildings within the CCPO will conform to the uses, square footage spaces, and height and parking outlined in Table 8. 2. New buildings shall be setback a minimum of 25 feet from roads to preserve major view corridors. 3. Architectural embellishments that are not intended for human occupancy and are integral to the architectural style of the building, including spires, belfries, towers, cupolas, domes and roof forms whose area in plan is no greater than 25 percent of the first story plan area, may exceed building height up to 25 percent of the permitted building height. 4. Mechanical penthouses over elevator shafts, ventilator shafts, antennas, chimneys, fire sprinkler tanks or other mechanical equipment may extend up to 10 feet above the permitted building height; provided, that they shall be set back from the exterior wall of the building at least a distance that is equal to their height, or they shall be treated architecturally or located within enclosures with an architectural treatment so as to be consistent or compatible with the exterior design of the building facade. 5. A maximum of 2,121 parking spaces are allowed throughout the Chambers Creek Properties. a. The allotment and location of future parking amenities will be determined on a project specific basis as can best serve park visitors. b. Shared parking may be used to reduce parking where possible. c. Parking for the shoreline areas will be provided in adjacent upland areas (Central Meadow Area and South Area). M:IORD\2017168~Exhibit B 34 Page 41 of 70 EXHIBIT P Table 8 - Bulk Regulations Square Max. Parkin Special Provisions Use Footage Height it Restaurantifil 20,000 45' 400 1. Parking should be combined with other site uses. L_Square footage of restaurants may be broken into smaller increments ie. Two -W,0005,000 square feet restaurants, one 6 ,000 square feet restaurant and two +;-0002,000 square foot restaurants. 3. Restaurant facilities may be integrated in the Resort Complex, or may be constructed as standalone structure(s). ~ b--Stand-alone restaurant structure(s) will be designed to complement the site and minimize impacts to all viewsheds. +l=le sll:1131=!el:lse Festal:IFaAt is Ast iAsll:leea witl=liA ...... ,_·- ---··-·- - - ·-- ·-- · Resort Complex 12.000 45' 1. Parking should be combined with other site uses. • Clubhouse 2. Resort Complex structures will be designed to • Pro Shop complement the site and minimize impacts to all viewsheds. • Event Space 3 . Elements of the Resort Complex may be fully .!...... §J22 integrated into one or more structure(s),- or may be constructed as stand-alone structure(s), or may be integrated with Lodging structure(s). Lodging rnG,GGG 180,0 45' ~ _1._Lodging is limited to a total of ~190 units/rooms 00 and may be a combination of hotel rooms and/or golf villas. 4,-2 . Structures will be designed to complement the site and minimize impacts to all viewsheds. 2. bea§iA§ is te 13e small iA ssale witl=I Re meFe tl=laA tl=IFee l:IAits liAkee te§etl=leF. a. Small seUa§etsasita style lee§iA§ is pFefeFFee 01,•eF ml:llti ster:y strnstl:IFes, l:IAless Bl:lilt iAte tl=le existiA§ tepe§rnpl=ly. 4.-~-Parking should be combined with other site uses. Gll:1131=!el:lse ~ ~ ~ 1. tile mern tl=laA 18 lee§in§ l:lnitstrnems lesatee witl=lin tl=le sll:113i=lel:lse. +l=le sll:1131=1euse insluees a prn sl=lep , rnstal:lrnnt(s) , meetin§ spase. Maintenance/ -W,OOG12 ,000 45' ~ 1. Parking should be combined with other site uses. Administrative - Central M:IORD\20171689-Exhibn B 35 Page 42 of 70 EXHIBIT P Meadow 4:-2. Maintenance/Administrative structures may be Area constructed as standalone structure(s} or may be integrated into the Resort Complex or Hotel. 20,000 - Environment al Services Area Golf Course ~15,000 45' 4,g _1 ._ _ Parking ffishould be combined with other site uses. Support Facilities 4:-2. Golf course support facility structures may be constructed as standalone structure(s} or may be integrated into the Resort Complex or Hotel. Environmental 66,000 45' ~aG ~GG Services Building Restrooms 2,400 - North 1. Future restroom locations will be determined on a Area project specific basis as can best serve park visitors. 2,400 - Central 2. Structures will be designed to complement the site Meadow and minimize impacts to all viewsheds. 3,600 - South 3. Restroom facilities may be integrated into other Area site structure(s} and/or may be constructed as stand-alone structure(s). 1,200 - Environment al Services Area 1,200- Chambers Creek Canyon Area eA'liFOAFfleAtal ~ 4-&'. 4-G-eG eeil:lsatieA GeAteF eA'liFOAFfl8Atal 4-0,GOO 4-&'. ~ IAstitl:lte ReseaFsl:l aAEi GeAfeFeAse GeAteF eA•, *IAGll:leies prnstise fasilit,i, eveAt pa¥ilioA , temAaffieAt fusilities, pro sl:lop/starter sl:lask M:IORD\2017168~Exhibrt B 36 Page 43 of 70 Issue: Are the boundaries of the Ground Lease and placement of the Hotel/Resort complex consistent with the Chambers Creek Properties Master Site Plan? Answer: Yes. Discussion The Chambers Creek Properties Master Site Plan contains a multi-jurisdictional land use overlay for the Chambers Creek Properties. All improvements contemplated in the Ground Lease are in conformity with the Master Site Plan. The 2007 update to the Master Site Plan as adopted by Council ordinance and approved by the then County Executive contemplated lodging in the form of a hotel and casitas or cabins within the area of the Ground Lease. It also contemplated a "clubhouse complex" with a "large event pavilion" and which could accommodate additional lodging, all within the boundaries of the golf course itself. See Exhibit Q. The 2017 Master Site Plan Update allows Hotel/Resort and Restaurant development within both the Golf Course and Central Meadow planning areas of the Chambers Creek Properties. See Exhibit R. Page 44 of 70 EXHIBIT Q Chambers Creek Properties Master Site Plan February 2007 A Pierce County ~ Public Works and Utilities Parks and Recreation Original date of adoption: August 19, 1997 Update adopted: February 27, 2007 recla1m1ng o u r resources Page 45 of 70 EXHIBIT Q Chapter 5 The Plan: A Unique Mix of Services and Recreation Future site uses are defined in detail in this Chapter. Table 3 provides a summary list of existing and future site uses and Tables 4-1 O show detailed uses for each Planning Area. Locations of existing and future site uses are illustrated in Figure 6. 5.1 North Area Topography of the North Area (380 acres) varies from sea level to 250 feet in elevation. Originally this area was a fairly level plain traversing west to a high bank above the Puget Sound shoreline. The existing topography was created through gravel mining operations over more than 100 years. The varied topography provides sweeping views of Puget Sound, islands, and the Olympic Mountains. Table 4 identifies North Area uses in detail. The North Area is designated as a regional mixed-use area. Chambers Bay golf course, a world-class, links-style championship -- course with Picnic Area supporting facilities, will form the core of the North Area development and will be the primary revenue-generating use at the Chambers Creek Properties. Uses integrated with the golf course development include the Soundview Trail (urban trail with multiple trail heads and overlooks), the Central Meadow (open space), picnic and play areas, lodging and restaurants. 5.1.1 Golf Course Complex When fully developed the Chambers Bay golf course complex will include a golf course, clubhouse (with restaurant), event pavilion, teaching academy, lodging, and other support facilities. Lodging. Lodging at the Properties will support the Chambers Bay golf course. The lodging will be small in scale and could be included within the clubhouse and/or developed as low-profile attached units which can be added incrementally (e.g. casitas or cabin style). The largest area reserved for potential lodging is located on the slopes adjacent to the main drive to North Area. February 2007141 Page 46 of 70 EXHIBIT Q Figure 3 Chambers Bay golf course Chambers Bay golf course. The golf course is an 18-hole links-style golf course designed to take advantage of the unique attributes of the Properties. Many of the holes were designed to make players feel as if they were directly adjacent to Puget Sound , while other golf holes provide a sense of solitude. The golf course will be a Silver-rated Audubon International Signature Course. A Silver Signature Course is guided by a Natural Resource Management Plan (NRMP). The NRMP includes such features as a Site Specific Integrated Pest Management Program (including Best Management Practices), Water Quality and Conservation Strategies, Environmental Monitoring and a Wildlife and Habitat Enhancement Plan. Practice Facility. A large practice facility will be located south of the main drive to North Area. The practice facility will allow for a teaching academy, double-ended driving range and a short game area. Future additions could also include a three-hole practice course. February 2007143 Page 47 of 70 EXHIBIT Q Clubhouse Complex. The clubhouse complex will sit at the base of the entry hill just north of the main drive into North Area. The complex includes parking, a pro-shop, a clubhouse with restaurant and a large event pavilion. Future additions to the complex could include an area for lodging and locker room facilities. 5.1.2 Central Meadow located south of the Chambers Bay golf course is Central Meadow. The meadow is 22 acres in size with parking for up to 250 cars to accommodate visitors to the meadow, shoreline areas and trails. A new restroom facility will serve both trail users and other visitors to the site. A large formal lawn could be used for passive recreation or as a staging area for large events such as golf tournaments. Trails will link the Meadow to the Soundview and Grandview trail systems. Existing mining relics have been saved on this portion ofthe site forming a strong link to the historic use of the site. Remnants of sorting bins and a conveyor tunnel are located on the north side of the Meadow and serve as a buffer between the 18th hole of the golf course and the Meadow. A tall circular mound located adjacent to the west end of the sorting bins will serve as the anchor for a future bridge Figure 4 Central Meadow 441 Chambers Creek Properties Master Site Plan Page 48 of 70 EXHIBIT R Master Site Plan Update Adopted: August 8, 2017 Original date of adoption: August 19, 1997 First Update adopted: February 27, 2007 Page 49 of 70 EXHIBIT R Table 1 Chambers Creek MSP Existing & Proposed Land Use Summary Government Revenue Public Use(s) Area(s) Utility Public Access Services Generator Education Existing Uses: Central Meadow CM ✓ ✓ ✓ ✓ Chambers Bay Golf Course GC,CM ✓ ✓ ✓ ✓ Concessions GC, CM, ES, SA ✓ ✓ ✓ Conference and Event Rooms ES ✓ ✓ ✓ ✓ ✓ Driving Range CM ✓ ✓ ✓ Grandview Trail GT, ES, SA ✓ ✓ Interpretive Facilities NA, GT, CM, ES, SA, CC ✓ ✓ Mining & Reclamation CM, WWTP, SB, SA, CC ✓ ✓ Multi-Purpose Playfields ES, SA, SB ✓ ✓ ✓ ✓ Nature Trails cc ✓ ✓ Off-Leash Dog Area(s) NB, CM, CC ✓ Open Space NA, GT, NB, ES, CM, SA, SB ✓ ✓ ✓ ✓ Other Urban Trails NA, GT, GC, CM, ES, WWTP, SA ✓ ✓ Overlooks/Trailheads NA, GT, CM, ES, SA, CC ✓ ✓ Picnic and Play Areas NA, GT, NB, CM, ES, SB, SA ✓ ✓ Restaurant(s} GC, CM,SA ✓ ✓ Shoreline Public Access NB, SB, CC ✓ ✓ ✓ Soundview Trail NA, GC, CM, SA ✓ ✓ Visitor Center ES ✓ ✓ ✓ ✓ ✓ Proposed Uses: Non-Motorized Boat Launch SB ✓ ✓ ✓ Day Use Moorage NB ✓ ✓ ✓ Hotel/Resort GC,CM ✓ ✓ ✓ Interpretive Facilities NA, GT, CM, ES, SA, CC ✓ ✓ Lookout Tower SA ✓ ✓ Volleyball Courts SA,SB ✓ ✓ ✓ fJo- t h Area - NA G-an dv1ew T-a1 I -GT Ceri:rc1I Meadow- C f✓ wa .. tev,ater Treat-nent P ;rnt- WWTP <;outh Ai ea - SA Nur t~ Bedtt1 - '\JB Gu 1f Cuu r:,e A·cd - GC Env1 r~nrncn:dl Service~ A ed - ES South Be.-tch - SB ChJmhc-s Creek c,rn\cn _ cc Chambers Creek Regional Park Master Site Plan I May, 2017 3 Page 50 of 70 EXHIBIT R I 2017 Planning . . Golf I.Grandview Area Map Course Ij Trail I I I Figure 6: 2017 Planning Area Map Chambers Creek Regional Park Master Site Plan I May, 2017 29 Page 51 of 70 Issue: What are the County's obligations under the Rights of First Offer and Right of First Refusal contained in the Ground Lease? Answer: 1. Under the Rights of First Offer ("ROFO") contained in Sections 17.02, 20.04 and 20.09, the County is required to give notice to the Tenant and allow it to make a proposal on the following opportunities before they are offered to others: a) the purchase of all or any part of the Environmental Services Building; b) any ground lease for the development of residences within the boundaries of Chambers Creek Properties including, but not limited to, multi-family, senior housing or hotels; c) an agreement to manage the Golf Course in the event the Landlord changes management companies; d) to provide food and beverage services for short term public nonprofit events within the Chambers Creek Properties, including public events that allow multiple vendors for limited times to provide services such as a "Taste of Pierce County", or temporary or seasonal food trucks to support special public activities such as races, fund raisers or other community events or non-public events of any kind; (e) to construct, own and/or operate additional restaurant(s) within the first 25 years; and (f) to be the initial concessionaire for all Golf Course on-course food and beverage service. The County has total discretion as to whether to accept any such proposal. The County is NOT obligated to accept the Tenant's offer. 2. Under the Right of First Refusal ("ROFR") contained in Section 17.01, the County grants a ROFR to the Tenant to purchase the underlying Property and/or the Golf Course. As a result, should the County Council elect to surplus that for sale, the Tenant would have the right to match any offer. 3. Any sale of the Golf Course, Environmental Services Building or land underlying the hotel resort would take additional Council action. Page 52 of 70 Discussion ROFOs and ROFRs are usually granted to a party (the "Holder") as part of a larger transaction, such as a lease, a purchase and sale contract, or a joint venture agreement. A simple explanation of each follows: ROFO: A right of first offer, also sometimes called a "right of first opportunity," gives the Holder the opportunity to respond to an offer the Grantor is willing to make to the Holder ( or the opportunity to make an offer to the Grantor). With a ROFO the Grantor is not obligated to sell, and the Holder still gets a cost-free opportunity to make a proposal. ROFR: A right of first refusal gives the Holder the right to match an offer received from a third party or made by the Grantor to a third party. A right of first refusal gives the Holder the right to match an offer received from a third party or made by the Grantor to a third party. With either a ROFO or a ROFR, the Grantor is ordinarily free to sell the Subject Property to others if the Holder does not exercise the right. 1 The ROFR referred to in paragraph 2, above is directly from the MOU with the developer which was extensively reviewed and discussed by Council in 2017. The ROFOs referred to in paragraphs 1 (a), (b) and (c) were also taken directly from the ROFO references in the MOU. The provisions referred to in paragraphs 1 (d) and (e) were included in the MOU as "covenants" 14 and 4, respectively. The ROFO to provide on course food and beverage service is a mutually beneficial provision that was added in negotiations. To provide this service to customers at an appropriate level, health regulations require a link to a commercial kitchen, which the County will not have. All revenues will be included in the percentage rent calculation. For a ROFO or ROFR to arise with respect to real property, the County Council would need to act by ordinance to approve its disposition. This is generally required by state law under RCW Chapter 36.34. See attached Exhibit S. Provisions of Pierce County Code are very explicit in this regard. See PCC 2.110.090 and .120, attached as Exhibit T. 1 Rethinking Rights of First Refusal, Rights of First Offer and Options to Purchase , American Bar Association, Probate & Property, September/October 2017 (31 :5), at 45-51. Page 53 of 70 EXHIBIT S Local Government Success Sale of Surplus County Property This page provides an overview of state laws involved in the sale of surplus county property in Washington State, including examples of county codes with alternative procedures. For an overview of the statutes concerning cities and towns, see Sale of SurP-lus City or Town Pro~y_. Overview Counties frequently need to sell or convey equipment or property that is no longer needed. The primary statutes concerning procedures for sale of surplus property are found in chapter 36.34 RCW. For the statutes covering leases of county property, refer to RCW 36.34.135 through 36.34.310. Practice Tip: County commissioners and county officials and employees whose department would benefit from the sale should be prohibited from buying surplus property sold by their jurisdiction because such a purchase would violate RCW 42.23.030(6). This prohibition also applies to county officers and employees who administer the sale. Though sale by public auction would seem to avoid direct conflict issues, our conservative advice has been to treat sales by auction the same as direct sales. Note that this prohibition should also apply to the spouse and dependent children of anyone prohibited from purchasing by RCW 42.23.030. Procedural Requirements This is a summary of the basic requirements concerning county sale of surplus property: • The board of county commissioners has the authority to decide whether real or personal property owned by the county is surplus to the needs of the county (RCW 36.34.010). • Notice of the intended sale must be published during two successive weeks in a legal newspaper of general circulation in the county, except (RCW 36.34.020): 0 when selling to a governmental agency; 0 when the county is trading in personal property upon the purchase of a like item; o in the event of an emergency; or o when the value of the property is less than $2,500. • A public hearing is required prior to sale of surplus county property, unless the sale falls under one of the exceptions above (RCW 36.34.040). • Written findings and a decision regarding whether to sell surplus property must be included in the commissioner's minutes following the public hearing (RCW 36.34.050). • The commissioners can set a minimum sale price (RCW 36.34.050). If the county commissioners set a reasonable minimum price after determining the fair market value, the county can avoid violating Article VIII §7 of the state Page 54 of 70 EXHIBIT S constitution, the "gift clause" (RCW 39.33.010). • If the county wishes to sell timber, minerals, or other resources separate from the land that it owns, the county can do so by following the procedures set forth in Chapter 36.34 (RCW 36.34.010). • Sales of personal property must be for cash except when the property is being transferred to a governmental agency, when the property is being traded in as part of the purchase of a similar item, or when a public auction sale is conducted through electronic media (RCW 36.34.060). • There is a specific statute dealing with sales of used highway or other equipment: RCW 36.34.070. • All sales must be through a public auction or a public auction sale by electronic media (or a privately operated consignment auction that is open to the public) or by sealed bids supervised by the county treasurer (RCW 36.34.080). Notice of the auction must be both published and posted in accordance with RCW 36.34.090 and RCW 36.34.100. • The proceeds of the sale (except in trade-in situations) must be paid to the county treasurer, and title cannot be transferred until full payment is made (RCW 36.34.110). • The proceeds of the sale of used equipment must be credited to the fund from which the original purchase was paid (RCW 36.34.120). • Intergovernmental sales and transfers may be made by the county commissioners upon such terms and for such consideration as may be deemed adequate. Two separate statutes provide this authority: RCW 36.34.130 and RCW 36.34.010. Note that RCW 39.33.020 requires a public hearing if the value of the property to be transferred exceeds $50,000. RCW 39.33.020 also specifies the notice which must be given for the public hearing. • Counties are authorized to exchange county real property for private real property of equal value. A superior court proceeding is required. See RCW 36.34.330 for details of the required court decree. • As an alternative to the above procedures, counties are authorized to establish comprehensive procedures for the management of county property consistent with the public interest (RCW 36.34.005). For examples, see the code sections referenced below. Examples of Alternative Procedures • Clark County Code Ch. 2.33A.110-.190 • King County Code Ch. 4.56 Last Modified: February 24, 2017 © 2018 MRSC of Washington. All rights reserved. Privacy & Terms. http://mrsc.org/Home/Explore-Topics/Legal/General-GovernmenUSale-of-Surplus-County-Property.aspx Page 55 of 70 212 EXHIBIT T Pierce County Code Provisions Requiring Council Approval of Sales of Real Property 2.110.090 Disposal of Surplus Real Property- Council Approval Required. The approval, by ordinance, of the Council is required prior to the Executive disposing of County titled real property valued equal to or in excess of $25,000.00, which has been declared as surplus in compliance with the provisions of this Chapter. The approval ordinance of the Council shall state both street address and legal description of the property, and the procedures to be followed by the Executive in disposing of the real property. (Ord. 94-114S § 2 (part), 1995; Ord. 83-80 § 2 (part), 1983: prior Code § 2.05.090) 2.110.120 Individual Sales of Twenty-Five Thousand Dollars or More. All individual negotiated sales or exchanges of real property equal to or in excess of $25,000.00 shall be subject to ratification by resolution of the Council, and no such sale shall be final until such ratification. (Ord . 94-114S § 2 (part), 1995; Ord. 83-80 § 2 (part), 1983; prior Code§ 2.05.130) Page 56 of 70 Issue: How does the developer plan to satisfy its obligation to provide publicly accessible outdoor amenities including a new public plaza and enhanced recreational trails pursuant to Section 1.05.1 of the Ground Lease? Answer: The developer's proposed plan for enhanced walking trails is attached as Exhibit U. Discussion The Ground Lease requires the developer to provide enhanced walking trails to mitigate the loss of the trail loop that is currently located just under the existing temporary clubhouse/restaurant building. These enhancements, along with a plaza/amphitheater/overlook area will be constructed at no cost to the County. Under Section 4.04, the County has the right to reasonable review and approval of the final plans. The new trail alignment shown on Exhibit U will allow walkers to view the water over the hotel improvements due to their placement downhill from and at a lower elevation than the current temporary building. Exhibit V. An additional enhancement available to walkers will be in the area labeled "Proposed Overlook" on Exhibit U. This plaza area will be located on a turnout from the upper elevation Grandview Trail. It will provide a resting point with a dramatic view in an area which is currently inaccessible to walkers. Page 57 of 70 EXHIBIT U NORTH (l) ,oo ~ Residential n To Neighborhood • Buiding Page 58 of 70 Envtronmental il To Services Tra Loop and Creek Bay Park Chambers Regional Chambers To Bay Course Chambers To Gott ····· : , :_.• __ •· .. \ -·· . .. ···· (VlulayvutTBD ToGottVilas _,,. , : f. i ...... V ··'·····/ ···---·· · <·,· ·=- - ... - .. s .. ':• .. · ~ I · - Villas . t / Gol (VilulayoutTBD) ToGotfVffla (VanlayoutT80) To . L '· Trail Trail relocated Resort Golf be to Public 019 .2 Trail Trail 31 Trail . c ic Bay 01 relocated Semi-Public Private • Publ Publi ed s ng Trail ting isti xis Ex E Proposed Propo Proposed ! Loop System and Creek Bay Park Trail onal i Chambers Reg To Chambers GGLO Chambers Proposed EXHIBIT V Q 1 10 · 20 J•,ltOo. i GS, ', l 2'i Page 59 of 70 .> 230'. [ is •ss - 2~ elevation shop pro County Existing . 215' elevation is level main of Floor • - north. to south section Cross - l Concept Issue: What is the developers' proposed construction schedule and what assurances does the County have that the hotel project will be completed? Answer: The developer plans a "soft opening" of the hotel in conjunction with the USGA Amateur Four-Ball Tournament in the Spring of 2021.The Ground Lease has a variety of assurances that once the project is started it will include a first-class hotel. Discussion The developer's proposed construction schedule is attached as Exhibit W. It is highly advantageous from a marketing standpoint to have the hotel completed in time for the 2021 USGA Amateur Four-Ball Tournament which is scheduled to start May 22, 2021. The developers have targeted March 31, 2021 for a soft opening. The Ground Lease contains several provisions insuring that a hotel is completed as part of the project. Exhibit X. Under Section 4.05, the Tenant is required to show that it has sufficient equity and financing to complete the project. Section 8.10 provides the Tenant must provide a security bond insuring completion. Upon the Commencement date of the lease, Section 4.02 requires the Tenant to diligently proceed with completion of the improvements substantially in accordance with the Plans and Specifications which have been approved by Landlord under Section 4.04. The exact mix of the number of hotel rooms to golf villas has not been finally determined. The developer intends for those numbers to be relatively equal. The County retains the right to reasonably approve the plans under Section 4.04 and the Ground Lease provisions quoted in Exhibit X unequivocally require the project to include a hotel. Page 60 of 70 EXHIBIT W May 2021 Z. Apr Qtr I GGLO ....._ MM . 1 Ftb 202 , 1 .I.In Qtr DK e~ r Page 61 of 70 New 2020 Ptog . 4 Oc1 Qtr bnual , fl Stop Al.Jg 2020 . ] Jul Qtr J\11, 4 M,y 2020 2. Afl( Otr lmon, i Mfl- ... ExternalM 0t>adllnt Pmg, Feb 2010 , 1 J.,,-. Qtr DK 019 No¥ 2 , 4 Oct Qt, !. 5tp 019 Aug 2 3. l ish-onl-f Ju n O,r Fi Exttmallasks Stan-only 6/7 lun 5/31 5/31 5/20 , I May 4/29 2019 , Deve&opment 2 ,.... I ~- Apr Qtr -- 3/18 3/18 j" 3/1 'j' 3/1 2/28 Design ♦ ♦ 2/27 Mar 3/1 I i"------, ♦ SffVlces) 11 Rollup fffl 2019 , 3/4 1 3/1 (fvll 1/9 an 1/2 J 2/20 nly Qtr ♦ 12/21 12/21 I I Svmmwy 1 f I , tiOfl-O ON: Dosign 1/2 I Page ---- 8 Dura Manual ManualStJmmary I t Nov ------, 201 I 12/3 A, Oct services) Qtr 11/20 11/15 11/7 Schematic 9/11 ~ (lmitad 8/6 = Aug 1 2018 ♦ 7/13 7/13 3. 7/11 I r----, Jul ♦ Ott Design I r-, ne /13 Jvn 7 Pre-Design 1ll'Ste ask 6/25 6/25 M l May 201& Schematic _ 2. r nactive nactrl!'Summary A.pr I l Mar1Jal Qt 8/6/18 1/2/19 19 1/9/19 9/11/18 2/28/19 3/26/19 7/13/18 7/13/18 3/1/19 12/21/18 12/21/18 3/1/19 3/1/19 6/7/19 5/31/19 5/31/19 i i /29/ Fri Finish Fri 7/11/18 Mon Wed Fri Mon Tue 5/20/19 Fri Fri Fr Wed Wed Thu Wed 2/27/19 Fri Fri Fri Mon Mon Tue 3/18/19 Fr 4 /18 1/2/19 8/6 1/9/19 3/4/19 /13/18 3/19/19 4/30/19 3/19/19 7 " 3/1/19 3/1/19 Schedule .. Mon Mon Fri Mon 6/25/18 6/25/18 Wed 7/11/18 11/7/18 Wed Mon Mon 12/3/18 Wed 11/15/18 12/24/18 Mon Thu Wed 11/20/18 12/24/18 2/20/19 F Tue Fri Wed Fri Mon Mon 3/18/19 3/18/19 Mon Mon 3/18/19 Tue Tue Tue mmary Su tTask s s s s mmary days days days days days days days day days Su Project lnacliv day diiyS day days days days day day day day day day day 15 15 Duratlon 1 1 43 99 27 I 83 15 49 32 1 so 6 17 1 1 1 71 I 54 24 30 s ...... ,, Entitlement (Actual only) . SEPA . Design & SEPA Response & Mtg & ...... Mtg • • Process City Shoring Selection services) w/ Processing & Permit Permit Coord. Permit & Coard. senices) nt Stormwater Design & Pricing (limited Review lfull Grading Amendment Utilities & Sewer Review lopme Consult.int Survey Report Meeting ign EIS Utility . iew / (Mass Confirmation Oe-ve Development Desq,, App Development Documents ENTTTtEMENT Oesifn Task Public Soill Milestont Des - County Rev Civil & ite te As-Built I SO Resort TBD) Pre Completlon Development m@ -S Submittal Submittal -Si I I 1-Site coma . Na . Processing Program TRC Pierce MEP/lightlng Geotechnlcal AHBL Date Shoring Ta Prelim Issue 35% Owner Ph Ph AOR Re\liew Ph. ADR Submittal & DESIGN Pr.-OHIIII Schematic Masterplan Schematic Task Bay Oesllft Chambers 27 _ -,t -,t "' -,t "' 11 Ta"' Mod@ "'? -,t -,t -,t "' "' -,t l "' -,t "' ; "' "' _ "' "' ; ; "' 018 12/7/18 2 0 Fri : 1 3 , 1 10 ,, 14 15 16 17 oJect: 18 19 20 22 21 Chamber's 23 , ID ' Date EXHIBIT W 1 021 - 1 r2,2 - 0t J GGLO 1 2 0 ~- 2 , 1 1 - Qtr 1 ~ s 1 Page 62 of 70 - 2020 1 , Progres l ~ Jatr4 Manua _ , 0 _ ,202 N Qtr3 1 ~ • 1 2020 . -1- Qtr2 tstone 1 l Mi = ne i ' rogress xttmal 020 ~ E P Oeadl ' ,2 • 0tr1 J ~ 1 10/31 - , 1 ,2019 J ◄ [ ... ~ 9/30 atr J , 9/13 9/13 9/6 ..... 8/30 I 8/30 .... Documents , iii I 7/31 M~- 8/5 8/2 8/2 2019 1Tasks I , ~ ... r-- I ■ ♦ ♦ onty ♦ - ■ 7/1 M I Otrl ini,h-onty I &tem St,rt F 8/6 8/5 I 6/14 6/5 6/7 5/31 i' Construction 7/2A 11 ~------ • I Ill 5/13 5/15 •129 I i" 019 ♦ .1~ 6/10 2 • ,15 1 , , 1 2 • 5/29 ~- - i' • . Otr I , 3/18 i' ♦ ~ lup l 19 F~ Ro 20 , 1 -,i J 01, Summary Summary 2 Off" Page D\Jratior,-only M11nu.il Manual NO¥ 2018 , I 4 t Oc 0\, Sep = 018 Aug • 2 , 3 Jul Ott J )u Hlone il M Task May 2018 , 2 r pr A lnacttw Manual lntctivtSumnury Qt ' 6/5/19 7/1/19 8/5/19 5/31/19 7/12/19 6/14/19 6/7/19 7/12/19 8/2/19 9/13/19 8/30/19 8/2/19 9/6/19 9/13/19 8/30/19 i i Mon Mon Finlsh Fri Mon Mon 3/18/19 4/29/19 S/15/19 Fri Fri 4/15/19 Fr 5/13/19 Wed 10/31/19 Fri I 7/31/19 Thu Wed Fri Fri Fr Fri Fri Mon Fri Mon Fri 9/30/19 8/5/19 9/2/19 8/5/19 9/9/19 8/5/19 8/5/19 3/19/19 5/14/19 4/30/19 4/16/19 5/16/19 8/6/19 6/7/19 8/2/19 8/2/19 i i Schedule Mon Mon 3/18/19 Tue s1art 4/15/19 Fr 5/15/19 Tue 5/29/19 Tue Tue Wed Wed Wed Mon Mon Mon Mon 6/10/19 6/10/19 Thu Wed Fr Mon Mon 6/17/19 7/24/19 Fri Mon Mon 1 Mon Mon Tue bsk Summary 1ve ject mmary day, days days days days days Pro Su lnact days days days days days days days days day day day days day days doy day 1 30 24 Duration 1 20 22 1 44 1 6 104 16 20 6 1 20 10 1 25 I 30 lday 16 19 ,, .. , & Entitlement s & SEPA SEPA & SEPA City Processing & CD' & & & & w/ ...... • • City Resp0nses w Submittal Review VIiia Reviews ie w/ Permit of Permit Permit Submittal Review Response Review Submittal Respanses it ew it Rev Sitework) i Submlttal Review Response Permit Permit s & Permit Permits Design s Rev Pricing Pricing Permit Perm Perm le Submlttals Permit Permit Permit & Villa VIiia & Processing Permit Permit Permit l & OocumentJ . Shoring Shoring (Utilit ilenone Development Development Development Completion Document & & Task M ng Water Spht Permit Water Water Power i Power Review Review I Site Site DO Site Resort completion Villa Foundation Foundation Foundation Vertical Vertica Vertical II II II . . . Name acoma Shoring Grading Grading Process Ph Submittal Review Ph Ph Responses T Issue Tacoma 65% Owner 95% Processing Tacoma Villa Processing Villa Villa Villa VIiia Villa Owner Tacoma Tacoma ambers Construction lask Bay l Ch 27 _ 1 18 1 .; .; .; .; Mode .; Task ; ;# ;# / ;# .; ; ;# .; ;# .; I .; 1 ;# ; _ ; ;# .; ; ;# 2/7 1 2018 i 0 Fr : ject l4 25 26 28 27 29 30 31 32 33 "' 35 38 16 37 39 40 41 42 43 44 45 46 re Chamber's ' 10 Date EXHIBIT W !· 1 202 , 2 3/30 Qtr Opening 3/29 3/30 GGLO 1 ♦ rxt 3/8 ■ I Gr Startup 2/15 -- 2/1 & ♦ 2021 , I 1 Hotel I r Qt FF&E SoftO~nlng 1/26 ss 20 Page 63 of 70 0 2 , Progre -4 l Qtr Manua 2020 3, r Qt Coftltn.lction Consbuctlon Vertical 2020 1. Hotel Vortlcal Otr ■ Construction VIM ne i ExternalMilestCW'le Dudl Progress 2010 1. Qtr 12/27 I ~~~---~M--~-~~~-·- . 9 201 . j" 10/14 J 10/14 .. 10115 r 10/3 I 9/30 Development Qt .• 9/20 t ,· 9/13 181 i'' 9/13 11/6 j 9/16 I 9/4 9/5 Site -- 8/28 1 ♦ i"" - .., • ♦ 8/14 & ans o, 10/1 19 T asks .~ Id T 20 nly nly Shoring ------; ), ------ -o &. sh-o 8/21 i --- j Utilities 8/7 Qtt in Start Eirttmal F -- 7/15 j Grading 2019 ~ , 6/3 2 --- -. Qtr ::::::::: up ll --- Ro 2019 , 1 Qtr mm~ry •onty Summary Su 3 n lo 8 Page Ourat Mar,ual M1nual 201 , I -1 Qtr 8 ~ 201 I . 3 Qtr ------ estone il ummary M S hsk 2018 ve i 2. r act ---- --~M--OO-~-~~--~M--00- n Qt Inactive Mar,ual I - I - 9/4/19 - 2/1/21 3/8/21 8/15/19 10/3/19 11/5/19 11/5/19 9/5/19 3/30/21 9/13/19 3/30/21 9/20/19 12/27/19 9/13/19 ed Fri Finish Wed 8/14/19 Fri Mon Thu 10/14/19 W 8/28/19 Wed Thu Tue Tue Mon Mon 10/14/19 9/30/19 Thu Fri Fri Tue Mon Mon 9/16/19 10/15/19 Mon Mon 3/29/21 Tue Mon Tue · r /19 9/2/19 an 9/4/19 6/3/19 6/3/19 8/15/19 9/5/19 9/5/19 9/5/19 10/1/19 10/1/19 1/26/21 3/30/21 10/4/19 9/6/19 i Schedule Mon Start Wed Mon Mon 8/19/19 9/23/19 Thu Wed Wed Fri 8/21/19 1 j Thu Thu Fr Mon Mon Mon Thu Tue Mon 7/15/19 9/16/19 Wed Tue 11/6/19 Mon 2/15/21 2/15/21 Tue 10/15/19 Tue Tue mary slc h Sum s s mary m days days days days --~----- days day days days day days Project Inactive days days days Su days day days day day day day day day Duratioo 10 1 16 6days 25 6 21 1 23 1 44 17 10 120 477 1 I 75 t 350 349 45 1 1 I & s & Entitlement & City City CD's & & l w/ w/ ♦ • Submittal Response Response Review t Hote t i Review Response Submittal of Review Review ermit Review Responses Submlttal Permi P Pemlt Perm t i Design Permit Permit Permit art Pricing St VIiia Hotel Hotel Hotel & Start Permit Perm Permit r tone Development t Construction Completion i Completion Construction Opening Power Task Spl Miles ng Power Powe Power ng Shoring Site Review si Foundation Foundation Foundation Vertical Vertical Vertical & & Hotel Hotel Resort Startup oma Foundations Vertical Grand & Foundations Vertical Name Opening Hotel Processi 95% Hotel Hotel Tacoma Processing Hotel Proces 95% Hotel Hotel Owner Tacoma Processing Tacoma Tac Construction Grading Task Utilities Villa FF&E Hotel Hotel Villa Bay Hotel Soft • Chambers 27 _ 11 ; ,t ; ,t- ,t- ,t- ,t- Mode ,t- ,t- ; Task ,t ; ,t ,;- ; ;- ,t ,t ; ,t- _ ,t ; ,t ,t 7/18 12/ 2018 0 Fri : 7 8 4 ◄ so 49 S1 52 53 S4 5S 56 57 58 59 60 61 62 63 64 65 66 67 68 69 rojecl: Chamber's ~ ID Date EXHIBIT X GROUND LEASE REQUIREMENTS TO BUILD HOTEL Page 1. Tenant desires to lease from Landlord, and Landlord agrees to lease to Tenant, certain real property located in University Place, Pierce County, Washington, upon which Tenant will, for Tenant's account, develop, construct, operate and maintain a resort hotel, golf villas, restaurant, clubhouse, event space and golf course support facilities for the term and on the conditions set forth herein. 1.05.1 Use. The Property is leased to Tenant for the urpose of constructing, maintaining and operating the Im~rovements consisting of a resort hotel, golf villas, restaurant, spa, event space, golf clubhouse, Golf Course support facilities, on the Property, and for other uses and purposes customarily associated with and reasonably related to a resort hotel, and for no other use or purpose without the prior written consent of Landlord. . .. The Project shall be constructed and used as first-class hotel and resort facilities. 1.05.2 Pro ShoP.. Tenant will provide a construction cost allowance of one million dollars ($1 ,000,000) (the "Construction Allowance") for construction of a Pro Shop of approximately 2,200 rentable square feet, administrative space of approximately 1,000 rentable square feet , and storage space of 700 rentable square feet (collectively, the "Pro Shop Space"), which shall be constructed by Tenant for Landlord's use in the hotel portion of the Im rovements in accordance with Plans and SP.ecifications ap roved by Landlord and pursuant to the Pro Shop Space Lease described below. 4.03 The Project. Tenant shall construct the Project as a multi-story first-class hotel and resort together with parking areas and facilities for related purposes all as provided in the Plans and SP.ecifications a proved by Landlord under Section 4.04 hereof. 4.05 Approval of Construction. Prior to commencement of construction of the Project, Tenant shall furnish to Landlord for its a~oval, such approval not to be unreasonably withheld or delayed: (b) A copy of the development and construction budget for the Project in form approved by the Leasehold Mortgagee itemizing all of the hard and soft costs of the Project; (b) Evidence that Tenant has sufficient funds available from a Leasehold Mortgagee and from equity commitments to fund the development and construction budget in subsection (b) above; 8.10 Construction Bond. Prior to the start of construction, Tenant shall provide Landlord with security by providing a one hundred percent (100%) performance and payment bond from its :Qrime contractor as security for the completion of construction of the Project. University Place is the permitting authority and has its own requirements requiring completion. Page 64 of 70 Issue: Will changes to the upper 9th tee detrimentally impact Chambers Bay as a championship course? Answer: No. As a matter of clarification, the 9th green, sand traps and lower tee boxes are not being removed or modified. The upper 9th tee box will be removed . As part of the modification there will be new public access to this site from the Grandview trail allowing walkers to enjoy a view that was only available to a select few golfers. Golf courses routinely undergo modifications. This year even Augusta National, the home of The Masters, modified its 5th hole to extend the fairway and build a new tee box. Other existing 9th tee locations remain unchanged, including those used for three of the four days of the 2015 U.S. Open. The conversion to poa greens made the use of the upper 9th tee problematic as a well hit golf shot from that location would rarely be able to "hold" when it hit the new putting surface. An additional extensive 9th tee complex has been designed by the original golf architect and has already been graded and sculpted by the original shaper. This improvement has been referred to as the creation of a new signature hole by those who have examined it. The USGA has confirmed that this is a positive development. Exhibit Y. Page 65 of 70 EXHIBIT Y On Dec 19, 2018, at 6:35 PM, John Bodenhamer Thank you, Matt. I actually view that as a good thing. I am not a huge fan of that upper tee on #9. If the golf shop and clubhouse take its place, that is great. #9 can be a great hole from other teeing areas. Have you received any concern from RTJ or Bruce over that change? As I mentioned, I will call Connie and keep you and Don apprised. Thank you! Merry Christmas! John From: Matt Allen John- I'll defer to Don (copied) to confirm, but I assume Connie's interest in calling you has to do with her husband's contentions that the displacement of upper #9 tees and/or the introduction of a residential development on the site will injure the prospect of a return of the U.S. Open to Chambers Bay. We look forward to seeing you in February. Merry Christmas! Matt Allen Regional Operations Executive KemperSports (253) 324-7122 (mobile) [email protected] Follow KemperSports on Twitter, Facebook and Instagram Page 66 of 70 Issue: Do provisions of the Ground Lease allowing the Tenant to use new public plaza improvements, construct a fire road, use parking outside of the Ground Lease Area and use the tradename "Chambers Bay" without additional cash consideration constitute an impermissible gift of public funds? Answer: No. Discussion A Constitutionally prohibited gift of public funds occurs when no reciprocal benefit accrues to the public entity which provides funding, or which allows the use of public assets for a private purpose. Unless there is proof of donative intent or a grossly inadequate return, courts do not inquire into the adequacy of consideration. Scott Paper Co. v. Anacortes, 90 Wash.2d 19, 32-33, 578 P.2d 1292 (1978) Adams v. University of Washington , 106 Wn.2d 312, 722 P.2d 74, (1986) That is not the case in this instance. The fact that the County is receiving rent is in and of itself adequate consideration for all benefits conferred on the Tenant, including those listed. Additional legal consideration is found in the requirement for the Tenant to construct the public plaza at no cost to the County, the public's ability to use the new amenity, the enhancement of the County's opportunity to receive additional percentage rent from co-marketing under the name "Chambers Bay" and the benefit of paving a fire access road which will primarily be used by golf course maintenance vehicles. Page 67 of 70 Issue: Will the Ground Lease permit casino gambling or allow the Executive to unilaterally approve gambling on the leased premises? Answer: No. Discussion The provisions of Section 1.05.1 of the Ground Lease addressing gaming were added at the suggestion of outside counsel to protect the County from unintended criticism. Their experience indicates that there is a trend on the part of resort properties to include enhanced onsite gaming as part of their operations. The intent of the references to gaming is to limit those activities on County property. These provisions clarify that such activities cannot be conducted without the County's approval. They provide: " .. In no event shall the use include a casino or gaming operation or devices without written approval of Landlord . . . .Tenant shall not permit the Project or any Improvement to be used for any unlawful purpose nor shall Tenant permit any nuisance or waste in or upon the Premises or the Improvements. Gaming, gambling, and any devices to permit gaming or gambling shall be permitted only if lawful and approved by Landlord." At present, the state does not generally permit gaming or casinos except for house backed card rooms, commonly referred to as "mini casinos." The University Place Municipal Code applies to activities within the Ground Lease Area and currently prohibits mini-casinos: U.P.M.C. 9.40.010 Prohibition of social card game room gambling. Pursuant to RCW 9.46.295, social card game gambling is hereby prohibited . If the Council so desires, it can prohibit gambling on County property by ordinance, clearly limiting any discretion. At present, even without such an ordinance, there would need to be a change to both state law and University Place Code to allow casino or mini casino type gambling. Page 68 of 70 MISCELANEOUS CONCERNS Issue: Section 19.04. What is the purpose for the County's retention of ownership and control of excess materials from the construction site? Answer: The golf course designer has developed plans for "outside the ropes" changes to areas within the golf course to improve spectator flow at major events. Some of these changes require substantial additional material. In the event this is pursued, Section 19.4 provides for the least expensive alternative to obtain the required fill. Section 19.4 does not obligate the County pay any costs unless it elects to have the material moved outside of the Ground Lease area. Issue: Section 19.05. Why is the County contributing up to $150,000 to the construction of a sewer lift station on the Chambers Bay Properties? Answer: Lift station capacity is needed for future improvements to the park in the Central Meadow area and for conversion of an existing septic system to sewer. The cost to the sewer utility will be less than independently constructing a lift station later. Issue: Section 20.01. Is the County required to maintain the golf course in championship condition for the life of the lease? Answer: No, but the negative impact of not doing so may be substantial. The County can close the course or reduce its condition in the event golf is "not economically viable." For purposes of the lease, that occurs if the operating subsidy to the course materially increases. One of eight dollars used to support the golf course currently comes from sources other than operational revenue. Absent that condition, the County would be required to accept lower rent on the lease because of the decrease in its value. Issue: Section 20.10. How would the Tenant's use of well water for irrigation work in practice? Answer: The sewer utility has excess water that is currently unused and which it can't effectively market. This provision allows the Tenant to tap into the system that is currently used to irrigate the golf course for irrigation of its grounds. The Tenant can only exercise this provision if excess water is available as reasonably determined by Landlord. The tenant bears all costs of infrastructure and the water rate contributes to the sewer utility's existing costs. It also conserves potable water and allows for conversion Page 69 of 70 to greywater in the event the treatment plant moves to reduce its discharge into Puget Sound. Issue: What is the distinction between section 20.11 ( e) and 20.11 (f) as related to catering services provided outside of the Ground Lease Area before and after January 1, 2045? Answer: Section 20.11(e) mirrors the restaurant exclusivity provision. The revenue from those activities will be included in the gross revenue calculation for percentage rent. After January 1, 2045, the Tenant only has a Right of First Offer (ROFO) to provide the catering services. From that point on, the County would receive 8% of all revenue from catering events outside of the Ground Lease Area and those amounts would be excluded from the 4% percentage rent calculation. Issue: Section 21.19. Is it appropriate that consents and approvals required by the Landlord under this Lease shall be given by the County Executive or his or her designee? Answer: Yes. This provision was requested by the Tenant to insure there was a single point of contact for timely approvals during the construction process. Pierce County Code Section 2.06.01 0.K.2.c recognizes the Executive is "responsible for negotiating and administering all County real property leases . .. " Issue: Are the terms outlined in the Request for Qualifications (RFQ), the response to the RFQ or the Memorandum of Understanding (MOU) binding as terms of the Ground Lease? Answer: No. They do not constitute a binding contract as to the terms of the Ground Lease. The RFQ was superseded by the MOU. The MOU is equivalent to a Letter of Intent (LOI). It outlined general terms to form an outline for negotiations while clearly stating it is non-binding. Issue: How will the golf course pro shop operate during construction? Answer: It will probably operate out of a temporary building in the same area as the turn stand. Potential improvements to the turn stand are being evaluated which may be incorporated into interim operations. Moving the existing building was investigated in some detail and determined to be imprudent. Page 70 of 70