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Agenda Item - 2024-06-18 - Number 16.1 - North Anchor DDA Fourth Amendment 16.1 REDEVELOPMENT AGENCY REPORT O OREGO� Subject: North Anchor Project— Fourth Amendment to the Disposition and Development Agreement Meeting Date: June 18, 2024 Staff Member: Sidaro Sin, Redevelopment Manager Report Date: June 7, 2024 Department: Lake Oswego Redevelopment Agency Action Required Advisory Board/Commission Recommendation ❑X Motion ❑ Approval ❑ Public Hearing ❑ Denial ❑ Ordinance ❑ None Forwarded ❑ Resolution ❑X Not Applicable ❑ Information Only Comments: ❑ Council Direction ❑ Consent Agenda Staff Recommendation: Approve the fourth amendment to the December 7, 2021 Disposition and Development Agreement for the North Anchor Properties. Recommended Language for Motion: Move to authorize the Executive Director to execute the fourth amendment to the December 7, 2021 Agreement for the Disposition and Development for the North Anchor Properties. Project/ Issue Relates To: NA Issue before Board (Highlight Policy Question): ❑Council Goals/Priorities ❑X Adopted Master Plan(s) ❑Not Applicable ISSUE BEFORE BOARD Should the Lake Oswego Redevelopment Agency (LORA) Board amend the Disposition and Development Agreement (DDA) with Urban Development + Partners (UDP) to allow additional time to reach financial close and begin construction on the project? BACKGROUND On December 7, 2021 LORA entered into a DDA with UDP for the redevelopment of the North Anchor properties located at First Street and B Avenue. Soon thereafter, the health of real Respect. Excellence. Trust. Service. 503-635-0215 380 A AVENUE PO BOX 369 LAKE OSWEGO,OR 97034 WWW.LAKEOSWEGO.CITY Page 2 estate capital markets began to deteriorate, and UDP worked with their team to modify the project program to improve the financeability of the project components. UDP's current redevelopment proposal includes two components; the first component is an 86-room boutique hotel with a restaurant and spa, and the second component is a 67-unit apartment with approximately 5,200 square feet of ground floor retail. Both components include on and off-street parking. DISCUSSION On June 6, LORA received a request from UDP for (i) a 24-month extension to the deadline to close and begin construction on the residential and hotel components and the final DDA termination date, and (ii) minor changes in the project description (Attachment 1). This is the fourth request by UDP to amend the DDA. The LORA Board has previously approved three amendments to the DDA. The first was in November 2022 for a six-month extension to the financial close on the residential component and the second was in June 2023 for another six-month extension to the residential financial close. While the June 2023 amendment also included an additional $200k in LORA permit fee assistance and a change in hotel operator, the key outcomes of that extension were to allow time for UDP to explore and apply for hotel modifications to the previously-approved development review land use application, and for the City to pursue adopting the Vertical Housing Development Zone (VHDZ) tax abatement program for the North Anchor properties. The third extension was approved in November 2023 to extend the final pre-closing DDA termination date and the final close date to the current deadline of June 28, 2024. If approved, major deadlines for the hotel and residential components to the DDA would include: • Final DDA termination date from June 28, 2024 to June 30, 2026 • Financial close from June 28, 2024 to June 30, 2026 • Commencement of construction from July 8, 2024 to July 8, 2026 Additionally, is it worth noting there would be some minor changes to the overall project description in the DDA to be consistent with UDP's current redevelopment proposal. Overall, there was an increase in the number of hotel rooms, a reduction of the number of on-site hotel parking spaces to "right-size" the parking needs of the hotel, and a slight reduction in the commercial square footage of the ground floor retail space in the apartment buildings. Despite these minor changes, the requirement to provide a minimum of 8 workforce housing units remains. A draft of the DDA amendments is included as Attachment 2. A summary of the current and proposed deadlines is shown below, while Attachment 2 shows how the Schedule of Performance in the DDA will be amended to reflect the new deadlines. Respect. Excellence. Trust. Service. 503-635-0215 380 A AVENUE PO BOX 369 LAKE OSWEGO,OR 97034 WWW.LAKEOSWEGO.CITY Page 3 NORTH ANCHOR PROJECT DDA Schedule Overview 2024 2025 2026 2027 2028 Current Proposed Deadline Extension J FMAMJ J AS 0 N D Jan-Dec June DDA Final Termination Date 6/28/24 6/30/26 Mixed-Use Residential &Hotel Secure Financing/Building Permits Proof of Financial Wherewithal 6/3/24 6/3/26 Financial Closing 6/28/24 6/30/26 Begin Construction 7/8/24 7/8/26 Environmental Review/Remediation 10/29/24 10/30/26 DEQ"No Further Action"Letter Complete Construction(24 months) 1/8/26 6/30/28 As noted in UDP's request, the time extension is needed to overcome the continuing challenging economic conditions in the real estate development capital markets. The extension would allow the time to secure the funding needed to execute the project components. UDP is poised to secure funding, as evidenced in the letter of intent from a prominent local investor on the hotel equity side and from a local lender to provide debt for the apartment project. UDP's efforts remain strong and unwavering despite the challenging economic landscape, and, to date, has invested over $4M into the project. Other significant progress on the project since last summer includes receiving development review approval for the hotel modifications, obtaining term sheets and letters of intent from investors and lenders, nearing completion of agreements to redevelop the site with the Department of Environmental Quality, and a pending partnership with a prominent local investor for the development of the hotel component. While a 24-month extension is being requested, UDP's highest priority is on closing and beginning construction before the deadline. Moving forward, UDP's action plan includes: • Signing a joint venture agreement with the hotel equity partner • Continuing to value engineer the project components and move closer to securing permits for construction • Proceeding with all financial due diligence work to be able to close on the acquisition of the properties RECOMMENDATION Authorize the Executive Director to execute the fourth amendment to the December 7, 2021 Agreement for the Disposition and Development of the North Anchor Properties. ATTACHMENTS 1. UDP's request to amend the Disposition and Development Agreement 2. DRAFT Disposition and Development Agreement Amendments Respect. Excellence. Trust. Service. 503-635-0215 380 A AVENUE PO BOX 369 LAKE OSWEGO,OR 97034 WWW.LAKEOSWEGO.CITY ATTACHMENT 1 k URBAN DEVELOPMENT PARTNERS June 6, 2024 Martha Bennett Executive Director City of Lake Oswego Redevelopment Agency PO Box 369 Lake Oswego, OR 97034 RE: North Anchor Disposition and Development Agreement Request for Extension Dear Martha, I am writing to respectfully request an amendment to the North Anchor Disposition and Development Agreement ("DDA")to allow UDP additional time to close on the property and start construction and to make minor changes to the project description. As you know, economic conditions continue to be extremely difficult for real estate development and few projects are getting financed. Despite these trying circumstances, we have made great progress since our last LORA meeting. UDP and its equity investors have invested over$4.0 million in the two projects to date, and we have strong interest from several equity and debt providers. We now have a letter of intent from a prominent local investor to provide equity for the hotel project, we have a letter of intent from a local lender to provide debt for the apartment project, and we have strong interest from an investor to provide equity to acquire the apartment land. Acquiring the land and having more time to start construction will provide security needed to raise the remaining equity. Since October of last year, we: • Completed a substantial redesign of the hotel and received approval for our Development Review Modification • Obtained a term sheet and LOI for debt financing for the apartments • Secured a term sheet and progressing toward a formal agreement for equity investment in the hotel from a prominent local investor • Worked with DEQ to develop a Prospective Purchaser Agreement for the gas station / dry cleaner site which is expected to soon be signed • Worked on permitting issues for both projects • Engaged our design team to value engineer and refine both projects • Engaged with over 50 equity investors and over 20 banks to secure funding Page 1 • Presented at the Lake Oswego Chamber of Commerce to further public outreach efforts • Continued our regular meeting cadence with the LORA board We would like to request an adjustment to the DDA allowing twenty-four months to close on the land and start construction. Below shows how some of the significant deadlines in the current DDA would be adjusted: Current Closing Date (apartment & hotel components): June 28, 2024 Revised Closing Date: June 30, 2026 Current Construction Start: July 8, 2024 Revised Construction Start: July 8, 2026 With this time extension, we expect to complete design and permitting on both projects and begin construction. More specifically, we plan to: • Engage new debt broker to obtain debt for the hotel • Complete sign a JV agreement our hotel equity partner • Work in coordination with our partner to raise the additional equity for the hotel • Complete due diligence and close on debt financing for the apartments • Execute a syndication campaign to raise equity for the apartments • Work with our architect, engineers and the city to secure updated permits • Obtain neighbor agreements for construction work • Negotiate and execute construction contracts for both projects • Conduct quarterly meetings with LORA to report progress • Complete the legal and closing process necessary to purchase the land and begin abatement, demolition, and construction on the apartment and hotel projects We would also like to request several changes to the project description in the DDA to better reflect the programs currently contemplated for both projects. Below is a list of the proposed changes. • Hotel Rooms: change from 70-80 keys to at least 80 keys (currently—86 keys proposed) • Hotel Parking: change from not less than 60 spaces to not less than 45 parking spaces (currently—52 stalls proposed) • Apartment Units: change from 60-70 units to at least 60 apartment units (currently—67 units proposed). Please note that the number of affordable units remains unchanged at 10%or at least 8 • Apartment Parking: change from 75-95 spaces to at least 71 parking spaces (currently Page 2 -76 proposed) • Mixed Use Commercial Space: change from 5,500-6,500 square feet of ground floor commercial space to at least 5,000 square feet (currently—5,200 sf proposed) We look forward to a continued strong partnership with the FORA on the North Anchor projects and to bringing them both to fruition for UDP and the community. Sincerely, Eric Cress President Urban Development Partners Page 3 ATTACHMENT 2 FOURTH AMENDMENT TO AGREEMENT FOR THE DISPOSITION AND DEVELOPMENT OF NORTH ANCHOR PROPERTIES, CITY OF LAKE OSWEGO BETWEEN: THE LAKE OSWEGO REDEVELOPMENT AGENCY, the Urban Renewal Agency of the City of Lake Oswego ("LORA") AND: URBAN DEVELOPMENT PARTNERS- NW, an Oregon Limited Partnership ("UDP") EFFECTIVE DATE: June , 2024 RECITALS A. LORA and UDP entered into that certain Agreement for the Disposition and Development of North Anchor Properties, City of Lake Oswego dated December 7, 2021 (the "Original DDA"); that certain Clarification Agreement Related to the Disposition and Development of North Anchor Properties, City of Lake Oswego dated March 14, 2022 (the "Clarification");that certain First Amendment to Disposition and Development of North Anchor Properties, City of Lake Oswego dated November 18, 2022 (the "First Amendment"); that certain Second Amendment to Disposition and Development of North Anchor Properties, City of Lake Oswego dated September 27, 2023 (the "Second Amendment"); and that certain Third Amendment to Disposition and Development of North Anchor Properties,City of Lake Oswego dated December 28, 2023 (the "Third Amendment"). The Original DDA, as modified by the Clarification, First Amendment, Second Amendment, and Third Amendment, is hereinafter referred to as the "DDA." B. LORA and UDP are entering into this Amendment for the purpose of modifying the description of the Project in the DDA and extending certain deadlines, all on the terms and conditions of this Fourth Amendment to Agreement for the Disposition and Development of North Anchor Properties, City of Lake Oswego (this "Amendment"). Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the DDA. AGREEMENT NOW,THEREFORE, each of the Parties to this Amendment, in consideration of the foregoing recitals,the following promises and the agreements of the other Party, and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, covenant and agree as follows: 1. DEFINITION OF PROJECT. Section 7.1 of the DDA is deleted in its entirety and replaced with the following: 7.1 Description of Project. The Project will consist of two components to be constructed by UDP on the North Anchor Properties as described in subsections 7.1.1 and 7.1.2 below and as shown on the Land Use Application Plans, and the approved Land Use Approved Plans. 7.1.1 Hotel Component. The"Hotel Component"will consist of at least eighty(80)keys in a high-quality boutique hotel constructed on the West Property,together with Page 1-FOURTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES not less than forty (40) parking spaces, including both on-street and off-street spaces, and with food service on the hotel property. 7.1.2 Mixed Use Component.The"Mixed Use Component"will consist of two buildings which will include: 7.1.2.1 At least sixty (60) residential apartment units. At least ten percent (10%) of the units, but not fewer than eight (8) units, will be restricted to Workforce Housing for a period of fifty(50)years from the date of the applicable TCO (the "Compliance Period"). As used in this Agreement, "Workforce Housing" means residential units that are continuously rented, leased or available for lease to persons or households whose incomes are eighty percent (80%) or less of area median family income as published annually by the U.S. Department of Housing and Urban Development for the Portland- Vancouver-Hillsboro MSA("MFI").Tenants must meet the foregoing affordability requirements upon commencement of their applicable leases but may exceed the affordability requirement by up to twenty percent (20%) during the Compliance Period (i.e., tenants who qualify for eighty percent (80%) of MFI at execution of a lease may earn up to one hundred percent (100%) of MFI while living in the Workforce Housing unit). UDP shall submit to LORA an annual certification of rental and household incomes for each of the Workforce Housing Units. 7.1.2.2 At least seventy one (71) parking spaces, including both on-street and off-street spaces; and 7.1.2.3 At least five thousand (5,000) square feet of ground floor commercial space with uses limited to those listed on Schedule 8.3.2.1. The commercial space on the corner of First Avenue and B Street shall be further limited to retail, restaurants, or food and beverage service, except as provided by Section 8.3.2. 2. UPDATED LAND USE APPLICATION PLANS. Schedule 1.22 (Land Use Application Plans) attached to the DDA is deleted in its entirety and replaced with Schedule 1.22(Land Use Application Plans)attached to this Amendment. Recital G. of the DDA is amended to correct the reference to Schedule 1.22 (rather than Schedule 1.21, a typographical error). 3. UPDATED SCHEDULE.Schedule 1.35 (Schedule of Performance)attached to the DDA is deleted in its entirety and replaced with Schedule 1.35 (Schedule of Performance) attached to this Amendment. 4. FINAL TERMINATION DATE.The Final Termination Date, as defined and set forth in Section 2.11 of the DDA, is hereby extended to June 30, 2026. 5. MISCELLANEOUS PROVISIONS. 3.1 Effect. This Amendment modifies and amends the DDA, and the terms and provisions hereof shall supersede and control over any contrary or conflicting terms and provisions set forth in the Page 2-FOURTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES DDA. The DDA, as amended by this Amendment, remains in full force and effect and is hereby ratified by each of the Parties. 3.2 Execution. This Amendment may be executed in multiple counterparts, each of which, when assembled to include a signature by each Party, shall constitute one complete and fully executed document. Counterparts to this Amendment may be executed and delivered by e-mail or electronic means (e.g., DocuSign). 3.3 Headings. Section headings contained herein are for convenience or reference only and shall not govern the interpretation of any of the provisions contained herein. (Remainder of page intentionally left blank;Signatures on following page.) Page 3-FOURTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES IN WITNESS WHEREOF,the Parties have executed this Amendment as of the Effective Date. UDP: LORA: URBAN DEVELOPMENT PARTNERS — NW, an LAKE OSWEGO REDEVELOPMENT AGENCY, an Oregon Limited Partnership urban renewal agency of the City of Lake Oswego By: AES Interests, Inc., an Oregon corporation Its: General Partner By: Martha Bennett, Executive Director By: Daniel Eric Cress, President APPROVED AS TO FORM: Ellen Osoinach, LORA Counsel {01426170;7}} Signature Page—FOURTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 1.22 Land Use Application Plans 1. E-001-Cover 2021-06-30 26. E-026- Parcels B & C- Exterior Material 2. E-002-Table of Contents 2021-06-30 Palette 2021-06-30 3. E-003-E-Exhibits Cover/Graphics 2021- 27. E-027 - Parcels B & C-View from 1st St. 06-30 and B Ave. 2021-06-30 4. E-004- County Assessor's Map 2023-11- 28. E-028 - Parcels B & C - SW Retail 13 Courtyard 2021-06-30 5. E-005-Vicinity Plan 2021-06-30 29. E-029 - Parcels B & C - View from State 6. E-006-Site Connectivity Diagrams 2021- St. and B. Ave. 2021-06-30 06-30 30. E-030 - Parcels B & C - Typical B Ave. 7. E-007-Proposed Site Plan 2023-11-13 Frontage 2021-06-30 8. E-008 - Context Analysis - Lake Oswego 31. E-031-Parcel C-B Ave. Courtyard 2021- Character 2021-06-30 06-30 9. E-009 - Context Analysis - Downtown 32. E-032-Parcel C SE Retail Courtyard 2021- Architecture 2021-06-30 06-30 10. E-010-Parcel A-Inspiration 2021-06-30 33. E-033 - Parcel C - State St. Frontage 11. E-011 - Parcel A - Exterior Material 2021-06-30 Palette 2021-06-30 34. E-034 - Parcels B & C - Facade Vignette 12. E-012-Parcel A-View from 1st St.and B 2021-06-30 Ave. 2023-11-13 35. E-035 - Parcels B & C - Facade Vignette 13. E-013-Parcel A-View of Entry 2023-11- 2021-06-30 13 36. E-036-Parcels B&C-Lake Oswego Style 14. E-014-Parcel A-Southeast Aerial 2021- 2021-06-30 06-30 37. E-037-Parcels B&C-Lake Oswego Style 15. E-015-Parcel A-Northeast Aerial 2021- 2021-06-30 06-30 38. E-038-Parcels B&C-Lake Oswego Style 16. E-016-Parcel A-Northwest Aerial 2023- 2021-06-30 11-13 39. E-039 - Parcel A - Existing Conditions 17. E-017-Parcel A-Southwest Aerial 2021- ALTA Survey 2023-11-13 06-30 40. E-040-Parcels B&C-Existing Conditions 18. E-018 - Parcel A - View from Alley ALTA Survey 2021-06-30 Looking East through North Setback 41. E-041- Paving and Street Improvements 2021-6-30 Plan 2023-11-13 19. E-019-Facade Vignettes 2023-11-13 42. E-042-Street Sections 2021-09-01 20. E-020 - Parcel A - Lake Oswego Style 43. E-043-Parcel A Sight Distance Plan 2021- 2021-06-30 06-30 21. E-021 - Parcel A - Lake Oswego Style 44. E-044-Parcel B Sight Distance Plan 2021- 2021-06-30 06-30 22. E-022 - Parcel A - Lake Oswego Style 45. E-045 - Utilities and Stormwater 2021-06-30 Improvements Plan 2023-11-13 23. E-023 - Parcel A - Lake Oswego Style - 46. E-046 - Parcel A - Landscape Site Plan Asymmetry and Projection 2021-06-30 2021-06-30 24. E-024- Parcel A- DRDD Elements 2021- 47. E-047-Parcel B&C-Landscape Site Plan 06-30 2021-06-30 25. E-025 - Parcel A - DRDD Elements - 48. E-048 - Parcel A - Materials Plan 2021- Cornice 2021-06-30 06-30 {01426170;7} 49. E-049 - Parcel B & C - Materials Plan Elevation 2023-11-13 2021-06-30 76. E-070.1 - Parcel A - North Elevation 50. E-050-Site Furnishings 2021-06-30 (Comparative) 2023-11-13 51. E-051-Parcel A-Planting Plan 2021-06- 77. E-070.2 - Parcel A - Proposed North 30 Elevation 2023-11-13 52. E-052-Parcel B&C-Planting Plan 2021- 78. E-071 - Parcel B - West Elevation 2021- 06-30 06-30 53. E-053-Plant Species 2021-06-30 79. E-072 - Parcel B- South Elevation 2021- 54. E-054-Plant Species 2021-06-30 09-01 55. E-055-Plant Species 2021-06-30 80. E-073-Parcel B-East Elevation 2021-09- 56. E-056-Plant Species 2021-06-30 01 57. E-057.1 - Parcel A - Level 1 Floor Plan 81. E-074- Parcel B- North Elevation 2021- 2023-11-13 06-30 58. E-057.2 - Parcel A - Level 1.5 Floor Plan 82. E-075-Parcel C-East Elevation 2021-06- 2023-11-13 30 59. E-057.3 - Parcel A - Level 2 Floor Plan 83. E-076 - Parcel C- South Elevation 2021- 2023-11-13 06-30 60. E-058.1 - Parcel A - Level 3 Floor Plan 84. E-077 - Parcel C - West Elevation 2021- 2023-11-13 09-01 61. E-058.2 - Parcel A - Level 4 Floor Plan 85. E-078 - Parcel C- North Elevation 2021- 2023-11-13 06-30 62. E-059-Parcel A-Level 5 Floor Plan 2023- 86. E-079.1 - Parcel A - Building Sections 11-13 (Comparative) 2023-11-13 63. E-060-Parcels B&C-Level P1 Basement 87. E-079.2 - Parcel A - Proposed Building Plan 2021-09-01 Section 2023-11-13 64. E-061-Parcels B & C-Level 1 Floor Plan 88. E-080-Parcel A-Building Sections 2021- 2021-09-01 06-30 65. E-062-Parcels B &C-Level 2 Floor Plan 89. E-081- Parcel B- Building Section 2021- 2021-09-01 06-30 66. E-063-Parcels B &C-Level 3 Floor Plan 90. E-082 - Parcel B- Building Section 2021- 2021-09-01 06-30 67. E-064-Parcels B &C-Level 4 Floor Plan 91. E-083 - Parcel B- Building Section 2021- 2021-09-01 06-30 68. E-065-Parcels B &C-Level 5 Floor Plan 92. E-084- Parcel C- Building Section 2021- 2021-09-01 06-30 69. E-066 - Parcels B & C - Roof Plan 2021- 93. E-085- Parcel C- Building Section 2021- 09-01 06-30 70. E-067.1 - Parcel A - East Elevation 94. E-086.1 - Parcel A- South Façade Niche (Comparative) 2023-11-13 (Comparative) 2023-11-13 71. E-067.2 - Parcel A - Proposed East 95. E-086.2 - Parcel A - Proposed South Elevation 2023-11-13 Facade Niche 2023-11-13 72. E-068.1 - Parcel A - South Elevation 96. E-087 - Parcel A - Bike Parking Niche (Comparative) 2023-11-13 2021-06-30 73. E-068.2 - Parcel A - Proposed South 97. E-088-Parcel A-South Arch Entry 2021- Elevation 2023-11-13 06-30 74. E-069.1 - Parcel A - West Elevation 98. E-089-Parcel A- East Arch 2021-06-30 (Comparative) 2023-11-13 99. E-090 - Parcel A TYP East Facade Niche 75. E-069.2 - Parcel A - Proposed West 2021-06-30 {01426170;7} 100. E-091 - Parcel A TYP East Facade Niche 127. E-118-Product Data 2021-06-30 2021-06-30 128. E-119-Product Data 2021-06-30 101. E-092 - Parcel B - 1st Street Treatment 129. E-120-Product Data 2021-06-30 2021-06-30 130. E-121-Lighting Product Data 2021-06-30 102. E-093 - Parcel B - 1st Street Corner 131. E-122-Lighting Product Data 2021-06-30 Courtyard 2021-06-30 132. E-123-Lighting Product Data 2021-06-30 103. E-094-Parcels B& C-Typical Storefront 133. E-124-Lighting Product Data 2021-06-30 Treatment 2021-06-30 134. E-125-Lighting Product Data 2021-06-30 104. E-095-Parcels B&C-Typical Retail Entry 135. E-126-Lighting Product Data 2021-06-30 2021-06-30 136. E-127- Parcel A- F.A.R. Diagrams 2023- 105. E-096 - Parcel C - Central Courtyard 11-13 2021-06-30 137. E-128- Parcel B - F.A.R. Diagrams 2021- 106. E-097- Parcels B & C-Corner Courtyard 06-30 2021-06-30 138. E-129 - Parcel C- F.A.R. Diagrams 2021- 107. E-098 - Parcels B & C - State Street 06-30 Planted Wall 2021-06-30 139. E-130 - Parcel A- Required Landscaping 108. E-099 - Street Lighting Plan 2021-06-30 2023-11-13 2021-06-30 140. E-131 - Parcel B - Required Landscaping 109. E-100 - Street Calculations - 6000 2021-06-30 Lumens 2021-06-30 141. E-132 - Parcel C- Required Landscaping 110. E-101 - Parcel B & C - Level 1 Lighting 2021-06-30 2021-06-30 142. E-133 - Parcel A- Required Bike Parking 111. E-102 - Parcel B & C - Level 2 Lighting 2021-06-30 2021-06-30 143. E-134-Parcel A-Parking 2023-11-13 112. E-103-Parcel A Level 1 Lighting 2021-06- 144. E-135-Parcel B&C-Parking 2021-09-01 30 145. E-136 - Parcel B & C - Required Bike 113. E-104-Parcel A Level 4 Lighting 2021-06- Parking 2021-06-30 30 146. E-137 - Parcel A - Storefront Character 114. E-105 - Parcel A- Level 5 Lighting 2021- Diagrams 2023-11-13 06-30 147. E-138 - Parcel B - Storefront Character 115. E-106 - Intentionally Left Blank 2021-06- Diagrams 2021-09-01 30 148. E-139 - Parcel C - Storefront Character 116. E-107 - Parcels B & C - Building Details Diagrams 2021-09-01 2021-06-30 149. E-140 - Parcel A - Hotel Development 117. E-108 - Parcels B & C - Building Details Summary 2023-11-13 2021-06-30 150. E-141 - Parcels B & C - Multifamily 118. E-109 - Parcels B & C - Building Details Development Summary 2021-06-30 2021-06-30 151. E-142-Parcel C sight Distance Plan 2021- 119. E-110 - Parcels B & C - Building Details 06-30 2021-06-30 152. E-143 - B Avenue Alley Sight Distance 120. E-111-Product Data 2021-06-30 Plan 2021-06-30 121. E-112-Product Data 2021-06-30 153. E-144 - B Avenue Alley sight Distance 122. E-113-Product Data 2021-06-30 Plan 2021-06-30 123. E-114-Product Data 2021-06-30 154. E-145-Tree Removal and Mitigation Plan 124. E-115-Product Data 2021-06-30 2021-09-01 125. E-116-Product Data 2021-06-30 155. E-146 - Tree Removal and Mitigation 126. E-117-Product Data 2021-06-30 Tables 2021-09-01 {01426170;7} SCHEDULE 1.35 Schedule of Performance- North Anchor Project DDA Ref. Task Deadline 7-Dec-2021 Execute DDA("Effective Date") Completed 7-Dec-2021 2.8.2.4 City to issue 90-day lease termination notice(s) Completed BOLT Completed 12-Dec-2021 2.8.1.7 Submission of BOLT predetermination request Completed 12-Mar-2022 BOLT review of predetermination letter request Completed Both parties satisfaction of content of BOLT pre- 22-Mar-2022 determination letter Completed Notice of Number of Transactions & Earnest Money UDP to provide written notice of election to execute Phased 11-Dec-2022 _ 2.2 Conveyance of Properties Completed 9-Dec-2021 2.4 UDP makes Earnest Money deposit Completed 2.11 Final Termination Date 30-Jun-2026 Schedule of Performance to Close on First Project Component (Multi-Family/Retail) Note only-Begin Construction MF Parcel B Note only-Begin Construction MF Parcel C Title LORA to cause Title Company to provide updated preliminary 17-Dec-2021 2.5 title report (with copies of all special exceptions)to UDP Completed Schedule of Performance for First Component Close UDP submits Land Use Approved Plans and CDs to LORA ED (for 8-Dec-21 2.8.3.2 consistency with Land Use Application Plans) Completed UDP provides evidence of funding capacity to meet prevailing 2.8.3.3 wage indemnity obligation to LORA ED 3-Jun-2026 UDP provides evidence of necessary funding commitments to 2.8.3.6 complete the project, including budgets and proformas 3-Jun-2026 {01426170;7} Closing UDP to close on acquisition of property for first Project 2.7 Component 30-Jun-2026 2.7 UDP to Commence Construction on first Project Component 08-Jul-2026 Post-Closing Activities Environmental Activities UDP to complete all work set forth in DEQ-approved HMP 3.1.1.1 and CMMP 08-Oct-2026 3.1.1.1 UDP to obtain "No Further Action" letter from DEQ 31-Dec-2026 Construction UDP to complete construction of First Project Component 7.2 (including associated public improvements) 30-Jun-2028 LORA to provide UDP with design specifications for Right-of- 31-Mar-2022 7.6 Way improvements Completed 28-Feb-2022 7.7 UDP to submit complete Land Use Application Plans to LORA Completed Schedule of Performance to Close on Second Project 2.7 Component(Hotel) Title LORA to cause Title Company to provide updated preliminary 17-Dec-2021 2.5 title report (with copies of all special exceptions)to UDP Completed Schedule of Performance for Second Component Close UDP submits Land Use Approved Plans and CDs to LORA ED (for 8-Dec-2022 2.8.3.2 consistency with Land Use Application Plans) Completed UDP provides evidence of funding capacity to meet prevailing 2.8.3.3 wage indemnity obligation to LORA ED 03-Jun-2026 UDP provides evidence of necessary funding commitments to 2.8.3.6 complete the project, including budgets and proformas 03-Jun-2026 Closing UDP to close on acquisition of property for second Project 2.7 Component 30-Jun-2026 2.7 UDP to Commence Construction on second Project Component 08-Jul-2026 Post-Closing Activities Construction UDP to complete construction of Second Project Component 7.2 (including associated public improvements) 30-Jun-2028 {01426170;7}