DEVELOPMENT AGREEMENT CHECKLIST PARTIES. Briefly describe property the owner(s) owns, e.g. address and acreage.

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1 DEVELOPMENT AGREEMENT CHECKLIST This template was prepared as guidance for the RSIS program in June 2015 and is intended to include comprehensive provisions applicable to a wide variety of projects which derive their legal authority from that program. It is expected that for a specific project, some or even many provisions will not be applicable. List all owner names ( Owner ). PARTIES Briefly describe property the owner(s) owns, e.g. address and acreage. Refer to legal description exhibit. The City of (Sponsor) is an Oregon municipal corporation and seeks to enter the owner s property in Business Oregon s regionally significant industrial site (RSIS) program in order to make the site eligible for state assistance for infrastructure development. OR The County of (Sponsor) is a XXX and seeks to enter the owner s property in Business Oregon s regionally significant industrial site (RSIS) program in order to make the site eligible for state assistance for infrastructure development. OR The Port of (Sponsor) is a XXX and seeks to enter the owner s property in Business Oregon s regionally significant industrial site (RSIS) program in order to make the site eligible for state assistance for infrastructure development. (Owner) is an owner of real property and is seeking assistance from Business Oregon under the state s regionally significant industrial site (RSIS) program. Owner and Sponsor are collectively referred to as the Parties. General AUTHORITIES Page 1 - DEVELOPMENT AGREEMENT CHECKLIST

2 The City [County, Port] is authorized to enter this Development Agreement ( Agreement ) by City Municipal Code Section ( Code Acronym ) [code number] [or County or Port equivalent] and ORS The Sponsor is a (City, County, XXX) authorized to issue impact fee credits for voluntary payments pursuant to ( Code Acronym ) [code number] and ORS The City [County, Port] is authorized to create an economic improvement district pursuant to ( Code Acronym ) [code number] and ORS Include any City [Port, County] comprehensive plan goals and policies. City Economic Development Projects ORS County Economic Development Projects ORS Port Development Projects ORS 285A Annexation ORS (standard annexation). ORS (consolidation of adjoining and non-adjoining territories). ORS (annexation of public service districts). Creation of District Latecomer s District Municipal Code. Local Improvement District ORS 223. Enterprise Zones ORS 285C Reservation Enterprise Zones and Reservation Partnership Zones, ORS 285C Rural Renewable Energy Development Zones ORS 285C Long Term Tax Incentives for Rural Enterprise Zones ORS 285C Page 2 - DEVELOPMENT AGREEMENT CHECKLIST

3 Strategic Investment Zones, ORS 285C Public Lands Sale of State Real Property ORS Right-of-Way Vacation ORS Sale or Lease of Public Land ORS Lease of space above or below street or highway; effect on prior dedication or grant for public purpose ORS Acquisition and Disposition of Industrial Facilities ORS Sale or Lease of Submerged and Submersible Lands ORS Sale of County Lands ORS Ports ORS 777 (ORS 778 for Port of Portland). Airport Districts ORS 838. Public Finance Business Development Income Tax Exemption ORS 285C Strategic Investment Program (SIP) ORS 285C , ORS , OAR through Renewable Energy Resource Equipment Manufacturing Facilities ORS 285C Oregon Low Income Community Jobs Initiative ORS 285C Urban Renewal ORS Prior transaction(s) or Letter of Intent. Existing development agreement(s). RECITALS Page 3 - DEVELOPMENT AGREEMENT CHECKLIST

4 Prior land use approval(s). Statement of Sponsor policy goal (e.g., Sponsor seeks to support redevelopment of the South District in accordance with Comprehensive Plan Policy 9.4). Statement of Developer interest and goals. Attach site plan exhibit. Statement that Sponsor finds that Developer s project supports specific city goals. Statement of Owner willingness to sell or lease for RSIS program. Statement of Owner agreement not to initiate development activities, including parcelization of the site, during the term of this agreement that would be counter to the redevelopment goals for the site discussed in this agreement. Statement of Owner willingness to provide access to the site for site studies Parties are participating with Business Oregon in the RSIS program. Statement of Owner willingness to sign land use and/or grant applications necessary for grant and loan programs made available through the RSIS program Sponsor agrees to enter into a sponsor agreement with Business Oregon if the state selects the property for inclusion in the RSIS program. Sponsor agrees to vest the project for a fee schedule, and for increased capacity for traffic, water and sewer facilities when facilities are made available through RSIS program, consistent with ORS Parties desire to agree on project to advance mutual goals. General AGREEMENT NOW, THEREFORE, the Parties agree as follows: Effective Date. Term and extensions. Definitions (if numerous, place in exhibit). Recitals incorporated. Findings and agreement on recited authority. Page 4 - DEVELOPMENT AGREEMENT CHECKLIST

5 Investment and Finance Pro forma Financials. Developer capital commitment. Financing. Inspection of Developer Finances. Grants. Tax Abatement. Not an Agreement to Lend Public Funds. Subordination to Financing. SNDA. Mortgagee Protection. Release of Liens. Annexation Development and Land Use Validity of Prior Land Use Approvals. Vesting of Current Land Use Approvals (or submittal date for specific land use application(s)) and current regulations. Scope of Development (building square feet, unit count, parking spaces, etc). City Oversight Beyond Existing Codes and Procedures (e.g., special design review). Feasibility Assessment. Compliance with Plans and Approvals. Permit Fee Schedule. Environmental Cleanup. Archeology. Wetlands. Habitat. Page 5 - DEVELOPMENT AGREEMENT CHECKLIST

6 Survey. Development Standards; Height, FAR, Parking. View Preservation. Tree Preservation. Private Open Space Tracts. Public Utility Easements for Franchise Utilities. Grading. Development Schedule and Phasing. Schedule Changes. Certificates of Occupancy. Off-Site Improvements Traffic Study Scope. Signalization. Vehicle Access. Dedications. Street Improvements. Transit Amenities. Street Lighting. Functional Classification. Traffic System Development Charges and Credits. Reserved Transportation Capacity. Water Improvements. Water System Development Charges and Credits. Sanitary Sewer Improvements. Sanitary Sewer System Development Charges and Credits. Stormwater Improvements. Stormwater System Development Charges and Credits. Page 6 - DEVELOPMENT AGREEMENT CHECKLIST

7 Stormwater Tracts. Park Dedication and Improvements. Park System Development Charges and Credits. Latecomer Provisions. Disclaimer of City authority for private utilities. Default Off Ramps for City; e.g. Lack of land use approval. Lack of Owner obtaining financing by [date] Lack of completion of Construction Lack of job creation Off Ramps for Developer; e.g. Lack of satisfactory land use approval Change in law or regulations Force Majeure Lack of financing Lack of feasibility Remedies Liquidated Damages Specific Performance Right to Reimbursement Right to Purchase or First Refusal Termination Redemption of Bond Terms of Sale or Lease (need real estate provisions if applicable) Page 7 - DEVELOPMENT AGREEMENT CHECKLIST

8 Business Issues Assignment. No Partnership or Joint Venture. No Benefit to Third Parties. Defense Cooperation if Third Party Challenge. Run with the Land. Performance. Hold Harmless and Indemnity. Anticipated Future Agreements. Miscellaneous Provisions General. Definitions. Headings. Counterparts. Execution. Notices. Exclusions Inconsistencies. Amendments. Dispute Resolution. Venue. Non-Disclosure. Recording. Attorneys Fees. Severability. Page 8 - DEVELOPMENT AGREEMENT CHECKLIST

9 Survival. Merger and Entire Agreement. Time is of the Essence. Non-waiver. Representations and Warranties Good Faith and Fair Dealing Environmental Nondiscrimination Inspection of Records Legal Purpose Mutual Representations Resources Authorities City and Business Oregon Reserved Authority City's Reserved Authority. Public Hearing. Public Records Authorized City Representative for Implementation Compliance with Laws Change of Laws City Not Developer or Contractor No Precedent Page 9 - DEVELOPMENT AGREEMENT CHECKLIST

10 No Assumption of Environmental Liability. No Public Official Liability. Future budget allocations. Signatures Exhibits Legal Description and Map of Subject Property Phasing Plans Site Plan Sources and Uses of Public Funds Schedules Sample future agreements Memo for Recording Sponsor Agreement Land Use Approval Glossary of Defined Terms Fee Schedule Page 10 - DEVELOPMENT AGREEMENT CHECKLIST