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HomeMy WebLinkAboutAgreement PLANNER 7/9/2008 '- ~~-, 6 U:B ZooJ-",ooo 2>:1- ~~~~ ~(j - SPRINCFIELD SC Spnngfield LLC Attn J eft' Bell 7510 Longley Lane, Ste 102 Reno, NY 89511 July 9, 2008 RECEIVED JUL 0 9 ZOOS RE Executed Agreement Attached Dear Mr Bell, By:~~ Please find attached a copy of the executed agreement for expedited processmg of the Villages at Marcola Meadows project. We look forward to workmg WIth your team of development professionals on the reVIew, approval and constructJ.on of a supenor product m the Spnngfield InlXed use market place Please note that all tuneframes referencing executJ.on of tlus ay....llient shall be started and calculated from the date oftlus letter Noteworthy tunelmes mc1ude the cntJ.cal path Items of expedited reVIew performance bondmg (# 2, page 1) and the traffic control bondmg (#7(v)5, page 5). If you have any concerns regardmg these Items now or m the unmediate future please contact myself or CIty Attorney Joe Leahy at your earhest convemence. We look forward to Fmal Approval of the Master Plan and SUbIDlttal of Phase 1 ApphcatJ.ons Please contact Steve Hopkins (541 7263649) to coordmate SUbIDlttal reqUIrements and an updated tunelme based upon actual SUbIDlttal dates Cordially, ~ / ~y,~R: ../ch-~ ~ames P. Donovan, SuperVISor Spnngfield Urban Plannmg DlVlsion C Joe Leahy, CIty Attorney RIck Satre, PnnCIpal, Satre & Assoc , 101 E. Broadway, Ste 480, Eugene, OR 97401 Lowes Co Inc, Attn Jack Mandel, 1530 Faraday Ave, Ste 140, Carlsbad, CA 92008 WRG Inc Attn. Jeremy McPherson, 5415 Westgate Dr, Ste 100, Portland, OR 97221 , AGREEMENT VILLAGES AT MARCOLA MEADOWS PARTIES SC Sprmgfield LLC A LUnIted LIabIlIty Company orgaruzed under the laws of the State of Delaware 5440 LOUIe Lane, Ste 102 Reno, NY 89511 "ApplIcant" CIty of Spnngfield A Muruclpal CorporatIOn of the State of Oregon 225 FIfth Street Spnngfield, OR 97477 "CIty" 1. Scone of Al!:reement. ApplIcant IS developmg "The Villages at Marcola Meadows" ApplIcant IS submlttmg to CIty applIcatIOns for Phase I Tentauve SubdIvIsIon and Fmal Plat, Phase II TentatIve SIte Plan RevIew and Fmal SIte Plan RevIew, and other assocIated applIcatIOns and approvals reqUIred to carry out Phases I and II of the proposed development 2. CJtv Fees/CommItment for Exnedlted ReView. (Includmg ExpedIted ReView Fees) In consIderatIOn of the payment of $1 ,000,000, mc!uslve of expedIted revIew fees ~ pro~am costs, to the CIty of Spnngfield (CIty), With $500,000 due no later than ~ ~f)e..1 ~2008 or follOWIng final Master Plan Approval, wluchever occurs first, and the remaInIng $500,000 shall be paId m two equal payments of $250,000 each respectIvely not later than twelve months and not later than twenty-four months from IDltIal payment, CIty WIll proVIde expedIted revIew processmg for the VIllages at Marcola Meadows, Phases I and II and other assocIated applIcatIons and approvals lIsted herem that are reqUIred to carry out The VIllages at Marcola Meadows, Phases I and II ApplIcant agrees to proVIde an ExpedIted ReVIew Performance Bond or other secUrIty satIsfactory to CIty not later than SIX weeks after executIOn of t1us document to guarantee payment to the CIty of the balance due - $500,000 expedIted revIew fee In the event that the ApplIcant faIls to proVIde secUrIty for the remaIrung $500,000 by t1us deadlme, the applIcatIOns shall be lDlInedlately converted by CIty from expedIted to non- expedIted, normal processmg In the event of such converSIOn, CIty WIll revIew I the $500,000 already paId for expedIted processmg and apply It to all CIty costs, mcludmg but not lImIted to Development ServIce DIvIsIOn processmg, programmmg and personnel and PublIc Works processmg, programmmg and personnel costs mcurred m antIcipatIOn and/or executIOn of the expedIted processmg In the event of any remalDmg funds after such applIcatIOn by the CIty, CIty m ItS dIscretIOn may apply the remamder to normal processmg fees of the applIcatIOns 3. Cltv BasIc ResnonslblhtIes: (I) ExpedIted RevIew CIty wIll provIde Apphcant expedIted revIew of The VIllages at Marcola Meadows, Phases I (Items 711 through 7vI herem) and II (Items 7vII and 7vIII herem) applIcatIOn and permIts referenced herem, except for the BUlldmg Penrut (Item 71x herem) (II) Fee AllocatIOn The above referenced CIty fee of $1,000,000 covers all applIcatIOn costs (applIcatIOn fees, personnel and assocIated costs) for the processmg actIvIty outlmed herem for The VIllages at Marcola Meadows, Phases I and II, but does not mclude permIt costs (PIP, mcludmg Peer ReVIew, If deemed necessary by CIty, and bUlldmg permits, SDCs, etc) whIch WIll be mVOIced (a CIty-generated estImate) and due at tIme of permIt submIttal for these permIts and/or development fees (III) ImmedIate Access CIty wIll provIde ApplIcant WIth mlInedJate access to sufficIent CIty staff and/or contract staff, WIth one prImary contact person (to be mutually agreed upon by CIty and ApplIcant), to ensure expedIted processmg for The VIllages at Marcola Meadows, Phases I and II as referenced below (IV) DuratIOn CIty WIll contmue to provIde ApplIcant WIth staff and/or contract staff untIl such tIme as The VIllages at Marcola Meadows Phases I and II are complete, or 36 months have lapsed follOWIng executIon by CIty to the terms of thIS letter ApplIcant understands that addItIOnal applIcatIOn fees shall be requITed to process land use applIcatIOns necessary for development of Phases III and IV of the VIllages at Marcola Meadows, as shown on the Fmal Master Plan 4. Annlicant Basic Resnonslblhties ApplIcant agrees to dIlIgently pursue complIance WIth all substantIve and procedural reqUIrements applIcable to these applIcatIOns/permIts mcludmg all Fmal Master Plan condItIOns of approval applIcable to Phases I and II of the VIllages at Marcola Meadows and WIll provIde a team of qualIfied and certIfied profeSSIOnals who WIll ciJlIgently pursue subrmsslOn of complete and accurate mformatlOn at each mltIal submIttal and who WIll promptly, accurately and completely respond to any request for addltlOnalmformatlOn and matenal 2 (I) Pursue ComplIance ApplIcant WIll submIt complete applIcatIons and, If an applIcatIOn IS determmed by CIty not to be complete, ApplIcant WIll submIt the addItIonal InformatIOn m a tImely manner (n) Complete ApplIcatIOn ApplIcant agrees that If there IS a dIfference of opmlOn between ApplIcant and CIty concernmg the completeness of any reqUIred mformatlOn or the submIssIOn of addItIonal mformatlOn, CIty may approve, approve WIth condItIOns or deny any land use applIcatIOn under revIew (III) ConcurrentlBundlIng ApplIcant agrees to prepare and bundle each land use applIcatIOn separately All Type I and II land use deCISIons and permIts assocIated shall be submItted concurrently WIth each phase of development at the tIme of pre-submIttal Each applIcatIOn submIttal shall be dlstmct and stand on ItS own ments ApplIcant agrees that submIttal of concurrent and staggered applIcatIOns may delay the revIew process and result m decIsIons requIrIng plan reVISIOns and/or deCISIOn modIficatIOns for consIstency WIth all applIcatIOns/permIts contamed herem ApplIcant acknowledges and accepts tlus nsk 5 Land Use ReoUlrements Not Waived. ApplIcant agrees that the corrurutments of CIty WIll not be construed as walvmg any reqUIrements of the Spnngfield Development Code, Spnngfield Muruclpal Code, or Engmeenng and DeSIgn Standards and Procedures Manual whIch may be applIcable to the use and development of thIS property Nothmg herem shall be construed as CIty provIdmg or agreemg to provIde approval of any and all dIscretIOnary land use actIOns or other development applIcatIOns submItted by ApplIcant ApplIcant IS responsIble for obtalmng, at ApplIcant's expense, all local, state and/or federal permits and any other approvals as may be reqmred In the event of any development approval appeal therefrom and subsequent remand to City, CIty retaIns the sole dIscretIOn to determme CIty's response to such remand Any appeal by applIcant of any CIty approval of a development applIcatIOn shall be subject to the CIty'S fee schedule for such appeals, and tlus shall be m addJtIOn to the above-referenced $1 mIllIon 6. 120-Dav Waiver Issues ApplIcant understands that m order to evaluate and process any applIcatIon, CIty may request ApplIcant to sIgn a 120-day revIew waIver for all reqmred Phase II land use applIcatIOns and may reqmre such WaIver for all Phase I land use applIcatIOns If ApplIcant refuses CIty'S request, CIty WIll proceed on the baSIS of 3 the mformatlOn contamed ID the record, and a decISIon on the applIcatIOn may occur on or about 60 days from the date saId applIcatIOn IS deemed complete 7 PrOCeSSIDl! of AoolIcatlOns. The partIes agree that processmg of the Fmal Master Plan, Phase I and Phase II applIcatIOns WIll occur as follows (I) Fmal Master Plan I Pnor to the submIttal of any Phase I or Phase II applIcatIOns, ApplIcant WIll subnut to CIty the Fmal Master Plan package contammg a Cover Letter that addresses all condItIOns of approval, and all revIsed, Plans, ExhIbIts and Attachments for Fmal Master Plan approval 2 Upon determmatIon by the Development ServIces Director that ApplIcant's plans and subnuttals have satIsfied all Master Plan condItIOns of approval, CIty WIll grant final approval 3 Upon Fmal Master Plan approval by CIty, ApplIcant may subnut the TentatIve SubdIVISIOn and any other Phase I applIcatIOns (Item IV herem) for Pre- SubmIttal completeness revIew 4 WhIle the TentatIve SubdIVISIOn Pre-SubmIttal process IS underway, ApplIcant WIll record the Fmal Master Plan and return recorded copIes to CIty Phase I ApplIcatIons (n) Land and Dramal!e AlteratlOn PermIts (LDAP) I Upon Fmal Master Plan approval (Item I 2 herem) by CIty, ApplIcant WIll submIt a complete CIty LDAP applIcatIOn and a DEQ Land Use CompatIbIlIty Statement (LUCS) form for approval ofmltlal site preparatIOn work 2 CIty WIll SIgn the LUCS for IrutIal sIte preparatIOn and attach fmdmgs of complIance WIth local land use standards (I e , Master Plan) and prepare the LDAP permIt CIty WIll also proVIde reasonable assIstance and expedIted response to requests for mformatlOn from DEQ Upon DEQ Issuance and applIcant subnuttal ofNPDES permIts, the CIty WIll approve and Issue an LDAP for the IrutIal sIte preparatIOn work 3 Upon TentatIve SubdiVISIOn approval by CIty, ApplIcant WIll submIt a second LDAP applIcatIon, DEQ LUCS form, and any addItIOnal reqUITed permIts for work on the remamder of the SIte, mcludmg but not lImIted to DIVISIOn of State Lands and US Army Corps of Engmeers Wetlands PermIts 4 CIty WIll sIgn the LUCS for sIte development and attach fmdmgs of complIance based upon the TentatIve SubdIVISIOn deCISIOn and prepare the LDAP permIt CIty WIll also proVIde reasonable assIstance and expedIted response to requests for mformatlOn from DEQ Upon DEQ Issuance, and applIcant submIttal of NPDES or other reqUIred permIts, the CIty WIll approve and Issue an LDAP for the sIte development work (III) TentatIve SubdIVISIOn 4 I Upon Fmal Master Plan approval by CIty (Item I 2 herem), ApplIcant will submIt the TentatIve SubdIvIsIOn applIcatIOn and staff WIll begm the Pre- SubmIttal completeness revIew 2 Should the applIcatIOn be deemed complete, processmg WIll begm IInmedIately as outlmed below (Item III 3) Should the applIcatIon be deemed mcomplete (I e , mlssmg InformatIOn), ApplIcant WIll promptly submit saJd InformatIOn and CIty WIll, upon receIpt of saJd mformatlOn, determme If the applIcatIOn is complete Once City has determmed the applIcatIOn IS complete, CIty will munedIately begm applIcatIOn processmg ApplIcant agrees that If there IS a dIfference of opmIOn between ApplIcant and CIty concernmg the completeness of any reqUIred mformatIOn or the need for submissIon of addItIOnal InformatIOn, City may approve, approve WIth condItIOns or deny the TentatIve SubdIvISIOn 3 Upon determmatIOn of TentatIve SubdivIsIOn completeness by the Development ServIces DIrector or request by ApplIcant to proceed WIthout supplementmg the applIcatIOn, CIty will begm applIcatIOn processmg and Issue a wrItten deCISIOn 4 ApplIcant understands that any appeal may delay the expedIted revIew process (IV) Tree Fellmg. DnnkIng Water ProtectIOn and Street Name Chang~ I Concurrent WIth submIttal of the above Tentative SubdIvIsIOn applIcatIOn, ApplIcant wIll submIt Tree Fellmg Permit, Dnnkmg Water ProtectIOn Overlay DIstrIct Development and Street Name Change applIcatIOns for pre-submlttal revIew 2 Concurrent WIth the Tentative SubdIvIsIOn processmg, CIty WIll process and Issue a deCISIon regardmg the Tree Fellmg PermIt, Dnnkmg Water ProtectIon Overlay DistrIct Development and Street Name Change applIcatIOns 3 ApplIcant agrees to comply WIth all conditIOns of approval (v) SubdivisIon Plat I FolloWIng receIpt of the above referenced TentatIve SubdiVISIOn deCISIOn, ApplIcant WIll generate and submIt a SubdIVISIOn Plat applIcation 2 Upon determmatlOn ofSubdivlslOn Plat completeness by the Development ServIces DIrector or request by ApplIcant to proceed WIthout supplementmg the applIcatIOn, CIty WIll begm applIcatIOn processmg 3 Upon determmatlOn by the Development ServIces DIrector that ApplIcant has satIsfied all TentatIve SubdIVISIOn condItIOns of approval, CIty WIll grant SubdlvlslOn Plat approval by signature on the Plat 4 The Performance Bond reqUITed to guarantee the work permitted by the PIP shall be provIded pnor to the recordatIOn of the SubdIVISIOn Plat 5 As fmanclal secunty for the prOVISIOn of a future traffic control at the artenal/slte dnveway mtersectlOn locatIOn more partIcularly descnbed and set forth m Master Plan CondItIOn 27 (5) the applIcant shall, not later than SIX weeks after executIOn oftlus document or Fmal Site Plan Approval, whichever 5 first occurs, provIde a Performance Bond or other financial securIty acceptable to the CIty Engmeer 10 an amount equal to the cost of the sIgnalIZed traffic control to provide for future traffic control at the artenal/slte dnveway mtersectlOn locatIOn In the event that the applIcant falls to provIde such secunty by tlus deadlme, all applIcatIOns provIded 10 thIS agreement shall be Ilnmedlately converted by CIty from expedited to non-expedIted, normal processmg In the event of such converSIOn, the CIty Will revIew the $500,000 already paId for expedIted processmg and apply It to all CIty costs, mcludmg but not lImIted to Development ServICe DIVISIOn processmg, programmmg and Personnel and PublIc Works processmg, programmmg and Personnel costs mcurred 10 antICIpatIOn and/or executIOn of the expedIted processmg In the event of any funds remaInmg after such applIcatIOns by the City, CIty 10 Its dIscretIOn may apply the remamder to normal processmg fees of the applIcatIOns Further, the conversIOn by the City from expedIted to non- expedIted, normal processmg shall not relIeve the applIcant from the conditIOn of Master Plan CondItIOn 27 (5) to proVIde financIal secunty acceptable to the CIty Engmeer 10 an amount equal to the cost of the sIgnalIzed traffic control to proVIde for future traffic control at the artenal sIte dnveway mtersectlOn locatIOn, and Fmal SIte Plan Approval and Issuance of the SIte Plan Development Agreement Approval shall be Withheld untIl prOVISIOn of such finanCIal securIty 6 Upon receIpt of SubdIVISIOn Plat approval, ApplIcant WIll record SaId SubdiVISIOn Plat and return recorded copIes to CIty (VI) PublIc Imnrovement Project PermIt (PIP) I Concurrent With submIttal of the above referenced TentatIve SubdIVISIOn applIcatIOn for Pre-SubmIttal, ApplIcant WIll subllllt a complete PublIc Improvement Project PermIt (PIP) package a ApplIcant's PIP package may be 10 two parts Part I - The complete scope of the approved Fmal Master Plan's reqUIred publIc Improvements, except those publIc unprovements related to Master Plan CondItIon 27, the roundabout, the relocatIOn of Marcola Road and the access lane, and Part 2 - Master Plan CondItIOn of Approval 27 PublIc Improvements b In the event the PIP package IS ill two parts, City Will process each upon receIpt as separate applIcatIOns as outlmed above (Item VI I) 2 ApplIcant agrees that the PIP revIew IS an IteratIve process City Will and applIcant Will conduct the mltIaI completeness revIew and revIew of reqUIred reVISIOns With all reasonable expediency ApplIcant acknowledges that breakmg the PIP mto two separate packages has the potential to cause unaVOIdable delays 3 ApplIcant agrees to meet WIth staff and prepare reVISIOns as necessary Wlthm a reasonable tIme over the course of the revIew of the plans submItted pursuant to 6 the PIP After approval of the plans by the CIty Engmeer, ApplIcant WIll obtaIn, execute and delIver cIty-reqUIred PIP Performance Bond 4 Upon delIvery of the Performance Bond to CIty, ApplIcant WIll be able to begm on-sIte work authonzed by the PIP, beglnnmg WIth the reqUIred pre- constructIOn meetmg ApplIcant agrees to assume all nsk for any construction mltIated pnor to the recordatIOn of the SubdIVISIOn Plat Phase II ApphcatlOns (VII) TentatIve SIte Plan Review I Upon completIOn of the reqUIrements for the Phase I ApplIcatIOns, Paragraphs II-VI heremabove mcludmg the completIOn of the 14 day publIc notIficatIOn penod and expedIted DRC meetmg of the TentatIve SubdIvIsion ApplIcatIOn as set forth In III the City WIll accept submIssIOn of a TentatIve SIte Plan revIew applIcatIOn for the Lowes' sIte CIty WIll accept a TentatIve SIte Plan review applIcatIOn pnor to tlus deadlme If ApplIcant and Lowes execute an Agreement contaInmg the followmg conditIOns I) Provldmg that there shall be no processmg of the TentatIve SIte Plan untIl complIance WIth the reqUIrements of the first sentence heremabove have been met Processmg shall mclude a pre- submIttal revIew and DRC review of the applIcatIOn 2) A WaIver of 120 days provldmg that the 120 day penod shall commence only upon complIance WIth the requIrements set forth m the first sentence heremabove, and the commencement of processmg ApplIcant understands that a deCISIOn regardmg the TentatIve SIte Plan RevIew applIcatIOn WIll be Issued only after the decISIon for the TentatIve SubdiVIsIOn applIcatIOn has been Issued 2 Upon submittal of the TentatIve SIte Plan ApplIcatIOn CIty WIll begm the Pre- SubmIttal completeness revIew process 3 Should the applIcatIOn be deemed complete, processmg WIll begm Immed13tely as outlmed herem Should the applIcatIOn be deemed mcomplete (I e , mlssmg mformatIOn), ApplIcant or a desIgnee WIll submIt s3ld mformatIOn and City WIll, upon receipt of saId InformatIOn, deem the applIcation complete and ImmedIately begm applIcatIOn processmg ApplIcant agrees that If there IS a dIfference of opmIOn between ApplIcant and CIty concermng the completeness of any reqUIred mformatIOn or the need for subrmssIOn of addItIOnal mformatIOn, CIty may approve, approve WIth condItIOns or deny the Tentative SubdIVISIon 4 Upon determmatIOn of TentatIve SIte Plan ReVIew completeness by the Development ServIces DIrector or request by ApplIcant to proceed WIthout supplementmg the applIcatIon, CIty WIll begm applIcatIOn processmg and Issue a wntten deCISIOn 5 ApplIcant understands that any appeal may delay the expedIted revIew process 7 (VIII) Fmal SIte Plan Review I Followmg receIpt of the above referenced TentatIve SIte Plan RevIew decIsion, ApplIcant or a desIgnee WIll generate and submIt a Fmal Site Plan ReVIew applIcatIOn demonstratmg complIance WIth all condItIOns of approval Upon receIpt of such CIty WIll process SaId applIcatIOn and WIll Issue a deCISIOn 2 Upon Fmal Site Plan ReVIew approval by the Development ServIces DIrector, CIty and ApplIcant or a deSIgnee WIll sIgn the reqUIred Development Agreement 3 Upon Fmal SIte Plan ReVIew approval by CIty, ApplIcant may obtaIn the BuIldmg Pemnt for Phase II constructIOn (IX) BUlldml! PermIt I WIth a hold harmless agreement, ApplIcant or a deSIgnee may subrmt the Phase II bUlldmg plans to the Spnngfield BUlldmg OffiCIal for IrutIal revIew at anytIme The hold hannless agreement allows revIew ofbUlldmg permIts for the Phase II structure to begm m advance of the above referenced TentatIve SubdIVISIOn deCISIon ApplIcant acknowledges that modIficatIOn ofbUlldmg plan sets based upon subdIVISIOn and sIte plan approvals Will reqUIre reconcIlIatIOn WIth approved PIP and Fmal SIte Plans pnor to Issuance of bUlldmg pemnts 2 Upon receIpt of such, CIty WIll begm revIew of saId bUlldmg plans, Issumg plan revIew comments as are typIcally done 3 Upon Issuance of the above referenced TentatIve Site Plan ReVIew deCISIOn, CIty WIll also accept and nnmedJately begm bUlldmg permIt revIew ofbUlldmg sIte Improvement and pnvate utIlIty plans for complIance WIth approved Fmal SIte and PIP Plans 4 CIty WIll develop and follow a review schedule WIth the mtent that bUlldmg permIts (for bUlldmg and site constructIOn both) WIll be Issued upon complIance by applIcant WIth bUlldmg permIt revIew comments and executIOn of a Fmal SIte Plan ReVIew Development Agreement 5 Upon receIpt of SaId bUlldmg pemnts, ApplIcant or a deSIgnee WIll be able to commence on-site bUlldmg constructIOn actIvIty 8. Mutual CooneratIon. CIty and ApplIcant shall endeavor to mutually cooperate WIth each other m unplementIng the VarIOUS matters contaIned herem The PartIes shall have 8 Imputed to all of theIr dutIes, oblIgatIOns, and acts performed under tills Agreement, a standard of conduct of good farth and faIr dealIng 9. ModificatIon of Al!reement. Tills Agreement may only be modIfied In WrItIng SIgned by both parties 10 Land Use. Nothmg m tlus Agreement shall be construed as warvmg any requIrements of the SprIngfield Development Code or SprIngfield Mumclpal Code whICh may be applIcable to the use and development of thiS Property Nothmg herem shall be construed as City provldmg or agreemg to proVIde approval of any and all discretIOnary land use actIOns or other development applIcatIOn submitted by ApplIcant ApplIcant IS responsIble for obtammg, at ApplIcant's expense, all local, State and/or Federal permIts and any other approvals as may be reqUIred In the event of any development approval appeal therefrom and subsequent remand to the City, CIty retarns sole dIscretIOn to determme CIty'S response to such remand 11. LimItatIons on the Develonment No bUlldmg permIt shall be Issued prIor the approval of PublIc Improvement Plans for the sarutary sewer systems, stormwater management systems, and street Improvements for the proposed development, Without the prIor WrItten approval of the cIty engmeer It IS expressly understood and agreed that untIl such tune as the mfrastructure agreements deSCrIbed herem as Phase I Improvements are constructed to the satIsfactIOn of the CIty Engmeer, ApplIcant shall not be authorIzed or entItled to receIve a final certIficate of occupancy for any development on the property 12. Avnhcant Lel!al Counsel. APPLICANT has sought mdependent legal counsel With respect to all of the prOVISIOns of thIS agreement and IS not relymg on any representatIOns by CIty that are not explICItly set forth In tlus Agreement 13. Invahdltv. If any proVISIOn of tlus Agreement shall be deemed unenforceable or mvahd, such enforceabIlIty or InvalIdIty shall not affect the enforceabIlIty or vahdlty of any other proVISIOn of thIS Agreement The valIdIty, mearung, enforceabilIty, and effect of the Agreement and the rIghts and lIabIlItIes of the partIes hereto shall be determmed m accordance WIth the laws of the State of Oregon 14. ConstructIon. 9 Tlus Agreement shall be governed and construed accordmg to the laws of the State of Oregon, WIthout regard to Its chOIce of law prOVIsIOns, any actIOn or SUIt , to enforce or construe, any prOVISIOn of thIS Agreement by either party shall be brought m the CIrCUIt Court of the State of Oregon for Lane County The CIrCUIt Court of the State of Oregon for Lane County shall have exclusIve junSdlctIOn over all lawSUIts brought by any Party agamst any other Party WIth respect to the subject matter of tins Agreement, and each Party hereby Irrevocably consents to such exclusIve junSdlctIOn and WaIves any and all objectJons It mIght othefWIse have WIth respect thereto 15. NotIces. All notJces gIven under thIS Agreement shall be m wntmg and may be delIvered by personal delIvery, by overnight conner servIce, or by deposIt m the Umted States MaIl, postage prepaId, as certIfied maIl, return receIpt requested, and addressed as follows 16. :rIme of Essence. TIme IS of the essence m the performance of each provIsIOn of thIS Agreement Unless referred to as Busmess Days, all penods of tIme shallmclude Saturdays, Sundays and Legal HolIdays, However, If the last day of any penod falls on a Saturday, Sunday or legal holIday, then the penod shall be extended to mclude the next day wluch IS not a Saturday, Sunday, or Legal HolIday "Legal HolIday" shall mean any holIday observed by the State of Oregon 17. WaIver. WaIver by any Party of StrICt performance of any prOVISIOn of tins Agreement shall not be deemed a walver of or prejudIce a Party's nght to reqUIre strIct performance of the same or any other prOVISIOn m the future A claImed waIver must be m wntmg and sIgned by the Party grantIng a WaIver Only waIvers approved by the CIty CouncIlor a person desIgnated by the CIty Manager may execute waIvers on behalf of the City A WaIver of one provIsIOn of tins Agreement shall be a WaIver of only that provISIon A WaIver of a provIsIOn m one mstance shall be a WaIver only for that instance, unless the WaIver explICItly WaIves that provIsIOn for allmstances 18 Pohce/Rel!ulatorv Power Preserved. Subject to the terms and condItIOns of tins Agreement, by makmg tins agreement the City IS specIfically not oblIgatmg Itself, or any other agency, WIth respect to any polIce power or regulatory actJons relatmg to development or operatIOn of any llllprovements to be constructed, mcludmg, but not lImIted to, rezonmg, 10 . vanances, envIronmental clearances or any other governmental approvals wluch are or may be reqUlred 19 Other JUrisdIctIOns. APPLICANT understands that the reqUlrements of thIS AnnexatIOn Agreement are those of the CIty of Spnngfield APPLICANT IS advIsed that other requuements may anse from Spnngfield UtIlIty Board, WIllamalane Parks and RecreatIon DIStrIct, Lane RegIOnal AIr ProtectIOn Agency and MetropolItan Wastewater Management ComrmsslOn APPLICANT IS advIsed to contact these entItIes regardmg the specific reqUlrements of those entItIes 20. SDC's/Other Fees It IS the mtentlOn of tlus Agreement that the CIty fees referenced In SectIOn 2 are the only fees covered by thIs Agreement Notlung herem shall be construed or mterpreted that payment of the fees descnbed m SectIon 2 satIsfies other fees and charges of the CIty of Spnngfield, mcludmg but not Irmlted to bUIldmg fees, Systems Development Charges, and other fees requued by the Sprmgfield Development Code or the Sprmgfield MunICIpal Code 21. Contact Persons. Contact person for the CIty of Spnngfield m the ImplementatIOn of tlus Agreement IS BIll Gnle Development Services DIrector CIty ofSpnngfield 225 FIfth Street Spnngfield, OR 97477 Contact person for SC Sprmgfield LLC and the ImplementatIOn oftlus Agreement IS RIck Satre Satre ASSOCIates, PC 101 East Broadway, SUIte 480 Eugene, OR 97401 :~~ 'j!"'Rst By II r;lr'JfIT~~;, rn. n, '11~l'rl.J~L~6iLlil ~~_ ~...... ~~"I;;:~ ,t'!i\ I,iI;;.U AS\TO rORfJl --.J c,.,.", 9'''' ~ l.....,.\-\ 'f DATE 6 \ ~, Inl':" OFFICE OF CITY kTTORNEY " "C\.U"b<>-~ - ~-":l"~"'\<C-c TItle Date ,III ,,;J I r ~rh~-{(\ .If 13.., ~ 'I J9%~ 12 . TItle {17ft lib",!~ Date 4b7P;S