RES 25-005RESOLUTION NO. 25-005
A RESOLUTION approving the First Amendment to
Development Agreement between the City of Camas and Vestcapital
Fund II, LLC and MASlA, LLC
WHEREAS, the Council of the City of Camas has previously approved a Development
Agreement with the predecessors of the current owners in title recorded under Auditor's File No.
5268706 AGR; and
WHEREAS, City and Vestcapital Fund II, LLC and MAS IA, LLC, have negotiated a First
Amendment to Development Agreement; and
WHEREAS, the City Council has conducted a public hearing according to law on the
proposed First Amendment to Development Agreement, at which time it considered testimony from
all interested parties; and
WHEREAS, the City Council desires to approve the First Amendment to the Development
Agreement and authorize the recording thereof with the Clark County Auditor;
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAMAS
AS FOLLOWS:
I
That certain First Amendment to Development Agreement between the City of Camas and
Vestcapital Fund II, LLC and MASlA, LLC relating to real property located within the City's
municipal boundaries is hereby approved. The Mayor is authorized and instructed to sign the
Agreement on behalf of the City.
II
Upon execution by all parties thereto, the First Amendment to Development Agreement shall
be recorded with the Clark County Auditor, pursuant to the requirements of RCW 36.70B.190.
ADOPTED BY THE COUNCIL OF THE CITY OF CAMAS AND APPROVED BY THE
MAYOR this 5th day of May, 2025.
Resolution No. 25-005
APPROVED as to form:
~r ~Y
~~
ATTEST: _ __,,()_.c___.~--=---:-----=:;:::r--__ _
Clerk
SIGNED:
AFTER RECORDING, RETURN TO:
James D. Howsley
Jordan Ramis PC
1211 SW Fifth Ave., 27th Floor
Portland, OR 97204
Space Above for Recording Information Only
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
This First Amendment to Development Agreement (the "First Amendment") is made and
entered into by and between the CITY OF CAMAS, a Washington Municipal Corporation
(hereinafter referred to as the "City"), and Vestcapital Fund II, LLC and MAS1A, LLC (hereinafter
referred to as the "Owners") (and collectively referred to as "Parties").
RECITALS
WHEREAS, the City and the Owners' predecessors executed that certain Development
Agreement recorded as Document No. 5268706 AGR on March 28, 2016 ("Original Development
Agreement"); and Owners own certain real property that is located within the City's municipal
boundary and that is more fully described within the Master Plan and attached Exhibit "A",
(hereinafter referred to as the "Property"); and,
WHEREAS, the Property is within the Mixed Use Planned Development Overlay which
requires approval of a Master Plan and a Development Agreement; and
WHEREAS, the Original Development Agreement has a ten year term that extends to
March 27, 2026 and thus remains in effect; and
WHEREAS, most of the area of the Original Master Plan has been successfully developed,
with infrastructure to serve the Property; and
WHEREAS, the Parties desire to replace the Original Development with a revised Master
Plan applicable to the Property, and desire to extend the original term to allow ten more years for
completion of the revised project.
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NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. Development Agreement. This Agreement is a Development Agreement to
be implemented under the authority of and in accordance with RCW 36. 708.170 through RCW
36.708.210. It shall become a contract between the Owner and the City upon its approval by
ordinance or resolution following a public hearing as provided for in RCW 36. 708.170; and upon
execution by all parties.
Section 2. Term of Agreement. This First Amendment shall commence upon the
Effective Date, and it, together with the Original Development Agreement, shall be valid for a
period of ten (10) years; unless extended or terminated by mutual consent of the Parties; provided
however, if this First Amendment or any initial land use applications related to the Property and
filed within one year of the effective date of this First Amendment, are appealed, the term of this
Agreement shall be tolled for the time during which the appeal is pending or eighteen (18) months,
whichever is less. The "Effective Date" shall be the date of recording, which shall occur within
thirty days of the date of the adopting Resolution.
Section 3. Vesting. Any land use applications submitted with respect to the Property
during the term of this First Amendment, shall be vested to the following land use regulations and
Development Standards in effect on the effective date of this First Amendment: CMC Title
16.0116.21; CMC 16.31; CMC Title 17 and CMC Title 18 (through Ordinance 24-007), unless
otherwise provided for in this First Amendment through Exhibit "B" Dimensional Standards or
Exhibit "C" Master Plan. Any land use approvals affecting the Property issued after the effective
date of this First Amendment shall remain in effect during the term of this First Amendment;
provided however, that preliminary plat approvals shall be valid for a period of seven years from
the date of the approval, regardless of whether the end of such seven years occurs during or after
the term of this First Amendment. The vesting provided for under this First Amendment shall not
apply to System Development Charges, Impact Fees or application or review fees, which shall be
assessed at the then-current rates.
Section 4. Master Plan. Parties agree to incorporate by reference Exhibit C The
Proposed Site Plan as the Master Plan for development of the Property. The Master Plan provides
the Parties with predictability regarding the future development of the Property. Minimum
dimensional standards that the Owner shall utilize for development under the Master Plan are
provided for in Exhibit "B". Owner agrees to make best efforts to obtain permits and construct a
public pocket park consistent with the Master Plan. Consistent with Camas Municipal Code (CMC)
18.09.060 D, the lot size, width, depth and setback standards shown on Exhibit "B" are herein
negotiated consistent with the preservation of open space in the pocket park. The Property may
be developed with a maximum 11 single family lots, and maximum 2 duplexes. A number of
studies have been completed that aided in the Master Plan as well as the subdivision application
already submitted to the city. Those studies include:
Phase 1 Environmental Site Assessment, Columbia West Engineering, Inc., August 31,
2015.
Existing Conditions & Boundary Survey -without Trees (Sheets 1 and 2), Minister
Glaeser Surveying, Inc., December 10, 2015.
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Existing Conditions & Boundary Survey -with Trees (Sheets 1 and 2), Minister-Glaeser
Surveying, Inc., December 10,2015.
City of Camas Archaeological Predetermination Survey of 542 NW 21 Bth Ave, Camas,
Washington, Applied Archaeological Research, Inc., March 17, 2015.
Parklands Executive Residential Subdivision and Parklands Business Park: Preliminary
Stormwater Design Report (TIR), Kessi Consulting, January 24, 2016.
Parklands at Camas Meadows Traffic Impact Study, H. Lee & Associates, November 18,
2015.
Wetland Delineation Report for Parklands at Camas Meadows Camas (Final Report),
Washington, Ecological Land Services, Inc., December 15, 2015.
Geotechnical Site Investigation Parklands at Camas Meadows Camas, Washington,
Columbia West Engineering, Inc., June 23, 2015.
Section 4.1. SEPA. The City issued a SEPA determination of nonsignificance regarding
the Original Agreement (SEPA 15-14). Impacts that are identified at future stages of the
development, including but not limited to, Site Plan approval, Preliminary Plat approval, Short Plat
approval or building permit approvals that have been previously analyzed through this or other
SEPA processes, shall not be re-analyzed on the condition that the future identified adverse
impacts, in the sole discretion of the City, are substantially similar to and of the same or less
intensity as those previously analyzed under this or other SEPA processes. Nothing in this
Section shall preclude the City from requesting information, at the cost of the Owner, on the
potential adverse environmental impacts associated with a specific land use application that have
not been previously identified or analyzed as required under the State Environmental Policy Act.
Section 4.2. Streetscape. Owner agrees to incorporate into its development application
submittal package streetscape standards for primary streets within the Property addressing street
specifications, tree spacing and species, sidewalk separation, trash receptacles, benches and
other street amenities that will create an inviting, safe passage for not only vehicular but pedestrian
and bicycle traffic. Double frontage lots along NW Camas Meadows Drive are subject to the
landscape and fencing requirements of CMC 17.19.030.D.6. The City will allow a deviation to
these requirements, provided that the owner installs a sight-obscuring fence or masonry wall along
the rear line of any lots backing NW Camas Meadows Drive in-lieu of the CMC requirements. The
fence or wall shall comply with the City's Gateway Collector and Arterial Fence design detail or
an alternative design of equal or better standard approved at the City's discretion. The owner also
agrees to plant at least two minimum two-inch caliper trees per lot, of a species approved by the
City, in the rear yard of any lots backing NW Camas Meadows Drive. Duplex lots are subject to
CMC 17.19.030.C1, to include a five-foot-wide landscape buffer along the bordering single family
lots. This landscape buffer consists of high shrubs to form a continuous screen and ninety-five
percent opaque year-round.
Section 4.3. Pocket Park. Owner agrees to incorporate into its development application
submittal package documents and plans for the pocket park identified as "Tract C New Public
Park" on Exhibit C. The documents and plans shall include (1) assurance for completion of the
park improvements prior to recording of the final subdivision plat; (2) the park Tract C shall be
owned and maintained by an HOA but shall be publicly accessible; (3) a minimum of contiguous
55647-79489
15,000 sq. ft. of area; (4) a minimum of 3,000 sq. ft. play area with equipment suitable for and
developmentally appropriate for toddlers and elementary school-aged children; (5) a minimum of
one picnic table and two benches; (6) landscaping shall include an open turf area and shade trees;
and (7) a minimum 8 ft. wide asphalt or concrete trail providing access to the edge of wetland
Tract A. No off-street parking is required for the park. The owner agrees to install two solar-
powered, rectangular rapid-flashing beacons at the west pedestrian crosswalk of the intersection
of NW McMaster Drive and NW Camas Meadows Drive.
Section 5. Remedies. Should a disagreement arise between the City and Owner
regarding the interpretation and application of this First Amendment, the parties agree to attempt
to resolve the disagreement by first meeting and conferring. If such meeting proves unsuccessful
to resolve the dispute, the disagreement may be resolved by judicial action filed in the Clark County
Superior Court.
Section 6. Performance. Failure by either party at any time to require performance by
the other party of any of the provisions hereof shall in no way affect the parties' rights hereunder
to enforce the same, nor shall any waiver by a party of the breach hereof be held to be a waiver
of any succeeding breach or a waiver of this non-waiver clause.
Section 7. Venue. This First Amendment shall be construed in accordance with and,
governed by, the laws of the State of Washington. The parties agree to venue in the Superior
Court for Clark County, State of Washington, to resolve any disputes that may arise under this
First Amendment.
Section 8. Severability. If any portion of this First Amendment shall be invalid or
unenforceable to any extent, the validity of the remaining provisions shall not be affected thereby.
Section 9. Inconsistencies. If any provisions of the Camas Municipal Code or Master
Plan are deemed inconsistent with the provisions of this First Amendment, the provisions of this
First Amendment shall prevail.
Section 10. Binding on Successors and Recording. The rights and obligations created
by this First Amendment are assignable and shall be binding upon and inure to the benefit of
Owner, the City, and their respective heirs, successors and assigns. Only Owners and the City or
their assigns shall have the right to enforce the terms of this First Amendment. This First
Amendment shall be recorded against the Property with the Clark County Auditor. Pursuant to
RCW 36. 708.170( 4), the City reserves the authority to impose new or different regulations to the
extent required by a serious threat to public health and safety.
Section 11. Recitals. Each of the recitals contained herein are intended to be, and are
incorporated as, covenants between the parties and shall be so construed.
55647-79489
CITY OF CAMAS MAS1A, LLC
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Title: rYJANkt-'1N~ /Yle;;r?@a2-
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VESTCAPITAL FUND II, LLC
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ZIA c. "i?e6ttP Name:
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Date: ___ __....:s--=--1--/:~r')~--i..:...,_r_
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Title:
55647-79489
STATE OF WASHINGTON )
) SS.
County of Clark )
I certify that I know or have satisfactory evidence that /1_...t VIV'\ 0.(., Fa rvJ
is the Person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute this instrument and acknowledged it
as the of MAS 1 A, LLC to be free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
DATED: _5:-+/-+7_,_/---..J......;_\ __
DAVID LOUBEY
Notary Public
State of Washington
Commission Number 23024731
My Commission Expires
09/06/2027
STATE OF WASHINGTON
County of Clark
)
) SS.
)
I certify that I know or have satisfactory evidence that ') c:)V"\ € 1/ S '41~ ./ -f b
is the Person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute this instrument and acknowledged it
as the of VestCapital Fund, LLC to be free and voluntary act of
such party for the uses and purposes mentioned in the inst~ ment.
DATED: ) I ' I_ ~ \
DAVID LOUBEY
Notary Public
State of Washington
Commission Number 23024 731
My Commission Expires
09/06/2027 ~~~~S'D."£r.A"E~~~
5564 7-79489
STATE OF WASHINGTON )
) SS.
County of Clark )
I certify that I know or have satisfactory evidence that ..,,.._..~~"'---&~_µ,::..:a..._,__ ____ _
is the Person who appeared before me, and said person acknowledg that he signed this
instrument, on oath stated that he was authorized to execute this instrument and acknowledged it
as the \..Aa.MoC of City of Camas, WA to be free and voluntary act of such
party for the uses cr1l d purposes mentioned in the instrument.
NOTARY PUBLIC
STATE OF WASHINGTON
SYDNEY MAELYNN BAKE
MY COMMISSION EXPIRES
DECEMBER 03, 2025
COMMISSION # 22002109 --··-----
55647-79489
EXHIBIT A: PROPERTY DESCRIPTION
Lot 43, Lot 44, and adjusted Lot 45 of the Estates at the Archery subdivision, recorded at Book
311, Page 924 of Clark County Book of Plats, in the SE & SW 1/4 of Sec. 28, T2N, R3E, W.M.,
Clark County, WA.
The abbreviated legal descriptions for the three parcels is:
Lot 43 (Parcel 986043913)
ESTATES AT THE ARCHERY LOT 44 311924
Lot 44 (Parcel 986043914)
ESTATES AT THE ARCHERY LOT 44 311924
Adjusted Lot 45 (Parcel 986043915)
ESTATES AT THE ARCHERY ADJ LOT 45 311924
5564 7-79489
EXHIBIT "B" DIMENSIONAL STANDARDS
The Master Plan will implement the following development standards that provide for flexibility in
creating a high-quality design. The master plan includes 11 single-family lots and 2 duplexes.
Development Standard Single Family Duplex
A. New Lot Dimensions
Minimum lot size (square feet) 8,000 2,100
Maximum lot size (square feet) No Limitation No Limitation
Minimum lot width (feet) 80 26
Minimum lot depth (feet) 90 60
Maximum building lot coverage 50% (60% with ADU) 65%
Maximum building height (feet) 35 25; up to two stories
B. Setbacks
Minimum front yard (feet) 15 10
Minimum garage (feet) 20 15
Minimum side yard flanking a street and corner 5 15
lot rear yard (feet)
Minimum side yard at street (feet) 10 (5 with ADU or 15
accessory buildings)
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EXHIBIT "C" PROPOSED SITE PLAN
E11istlng Parklands Lots
(light blue area)
PADS 1 & 2 I Conceptual Site Plan
Pocket Park ,'
(green areai
0
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Exl~lng McMaster
-Gate Entrance
1-
-co· __
; ti ~· .. •·u-_. ~l'A.Jr NI~ ~:M~STER DRIVE (P)
Ra -';(J ';\ 2214_1'---=--
PAD 3 I Conceptual Site Plan
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~ it i t.1~ ~ <>"' .:i'" ; ~ cu ' .. 9 0;-
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Existing Parklands Lots
(light blue area) '•'••·
1 Green Space~----
-& Landscape .Buffer
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4
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