HomeMy WebLinkAboutAgenda Item - 2026-06-02 - Number 12.1 - North Anchor Project - Sixth Amendment to the DDA 13.1
REDEVELOPMENT AGENCY REPORT
O
OREGO�
Subject: North Anchor Project—Sixth Amendment to the Disposition and Development
Agreement
Meeting Date: June 2, 2026 Staff Member: Megan Braunsten, Redevelopment
and Economic Development Program Manager
Report Date: May 22, 2026 Department: Community Development
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: Staff recommend the LORA Board authorize the LORA Executive
Director to sign the Sixth Amendment to the DDA.
Recommended Language for Motion: Move to authorize the LORA Executive Director to sign
the Sixth Amendment to the DDA.
Project/ Issue Relates To: North Anchor Redevelopment Project
Issue before LORA Board (Highlight Policy Question):
❑X Council Goals/Priorities ❑X Adopted Master Plan(s) ❑Not Applicable
ISSUE BEFORE LORA Board
Should the Lake Oswego Redevelopment Agency (LORA) Board amend the Disposition and
Development Agreement (DDA) with Urban Development + Partners (UD+P) to separate the
hotel and multifamily portions of the project and extend the schedule for both.
BACKGROUND
On December 7, 2021, the Lake Oswego Redevelopment Agency (LORA) entered into a
Disposition and Development Agreement (DDA) with Urban Development Partners (UD+P) for
Respect. FYrel'er,-e Trust. 5n':-ir
503-635-0215 380 A AVENUE PO BOX 369 LAKE OSWEGO, OR 97034 WWW.LAKEOSWEGO.CITY
Page 2
the redevelopment of the North Anchor properties located at 1st Street and B Avenue. (See
map below.) The City and UD+P have modified the DDA five times, most recently on October 5,
2025, authorizing the sale of Parcels B and C to UD+P. UD+P's redevelopment proposal
currently includes:
• Boutique hotel ("Parcel A" at the corner of B Avenue and 15t Street)
o One 4-story building
o 88 hotel rooms
o "10,000 square feet restaurant and spa
o On-street and off-street parking
o Additional valet parking to be provided off-site
• Mixed-use residential ("Parcel B" and "Parcel C" along B Avenue between 15t Street and
N State Street)
o Two 4-story buildings
o 66 apartments, including eight units affordable to households whose incomes
are 80% or less of area median income
o "5,700 square feet of ground floor retail
o On-street and off-street parking
- _1
i rrr :rim-
; 1� — ' •.
PARCEL A /P •
I
Hotel LLALI �� ARCED B 1
cc • MLi(tj . PAR CEC '
._1: Ac... ' •m��y Mu(ti- - I-
Z
V E AVENVE
11644111
DISCUSSION
Since the September 16, 2025 presentation to the LORA Board that culminated in the approval
of the fifth amendment to the DDA, UD+P has:
• Purchased parcels B and C
• Continued to pursue financing and investment strategies for both projects
• Met with planning staff to review minor modifications to the land use approval for the
multi-family portion of the project
They presented a discussion of these efforts at the May 5, 2026, LORA Board meeting, with an
acknowledgement they would be requesting a sixth amendment to the DDA. The proposed
sixth amendment to the DDA contains the following modifications:
Respect. Excellence. Trust. Service
503-635-0215 380 A AVENUE PO BOX 369 LAKE OSWEGO, OR 97034 WWW.LAKEOSWEGO.CITY
Page 3
• Separating the schedule of the hotel and mixed-use residential components of the
project.
• Extending the hotel component by thirteen months with a end of year check in:
o By December 30, 2026, UD+P shall either demonstrate to LORA that it has
secured equity and debt financing for the hotel or provide an analysis of one or
more alternative uses for Parcel A (ex: additional mixed-use residential). LORA is
under no obligation to move forward with the alternatives.
o If, by March 1, 2027, an agreement has not been made regarding development
of Parcel A, then LORA may terminate UD+P's rights regarding Parcel A.
o If by December equity and debt financing have been secured, UD+P anticipates
acquiring the property and starting construction by August 31, 2027.
• Extending the mixed-use residential component by one year:
o By December 31, 2026, UD+P will commence demolition of the office building on
Parcel B.
o By July 8, 2027, UD+P will commence construction.
o By June 30, 2029, UD+P will complete construction.
• Updating the section of the DDA that covered Default, specifically updating:
o Subject to "Unavoidable Delay", if UD+P causes a breach of contract, then they
have a total of 150 days to cure the breach before the contract ends. (Currently,
this section allows 270 days.)
o Revises the definition of"Unavoidable Delay" to exclude UD+P's inability to
secure equity or financing before closing on a property from the list.
• Clarifications regarding LORA's remedies if construction of the mixed-use residential
component does not occur per the schedule.
• Updating contact information for both parties.
A draft of the DDA Amendment is included as Attachment 1.
A summary of the current and proposed deadlines outlined in the draft DDA Amendment is
shown below.
Respect. Excellence. Trust. Service
503-635-0215 380 A AVENUE PO BOX 369 LAKE OSWEGO, OR 97034 WWW.LAKEOSWEGO.CITY
Page 4
NORTH ANCHOR PROJECT
Deadline Overview 2024 2025 2026 2027 2028 2029
Current Proposed
Deadline Extension Q1 Q2 Q3 Q4
DDA
Final Pre-Closing Termination Date 6/30/27 6/30/28 6/30
Mixed-Use Residential
Property Closing
Demo of Office Building on Parcel B N/A 12/31/26
Proof of Financial Wherewithal 6/3/26 6/3/27 6/3
Building Permits 7/8/26 7/8/27
Begin Construction 7/8/26 7/8/27 7/8
Environmental Review/Remediation 10/8/26 10/8/27
DEQ"No Further Action"Letter 12/31/26 12/31/27 •
Complete Construction(18 months) 6/30/28 6/30/29
Hotel
Project Check-in N/A 12/30/26 12/30
Proof of Financial Wherewithal 6/3/26 12/30/26 12/30
Property Closing 6/30/26 12/30/26 12/30
Building Permits 7/8/26 8/31/27 8/31
Begin Construction 7/8/26 8/31/27 8/31
Complete Construction(18 months) 6/30/28 8/31/29 811111111L .
The separate timelines for the hotel and mixed-use residential components reflect differences
in the ability to secure equity financing and, consequently, begin construction. UD+P has
obtained the majority of equity needed for construction of the mixed-use residential
component and all debt. Construction can therefore begin once UD+P obtains permits. The
extension requested in this sixth amendment to the DDA for the mixed-use component will give
UD+P time to finalize the current modifications to the land use approval and resubmit for
building permits, which previously expired. It also includes a new date this fall to begin
demolition of the building on Parcel B.
The hotel component still needs to secure a substantial portion of its equity financing. A
significant milestone occurred within the past month with the County's approval of CPACE
financing. With this approval, UD+P has secured all necessary debt financing for the project.
According to UD+P, equity partners often wait until debt financing is in place before committing
to a project. Over the next few months, UD+P will use this milestone to continue discussions
with potential equity partners. However, the economic conditions for hotel development
continue to be challenging. Therefore, if UD+P is unsuccessful in securing equity, the draft sixth
amendment includes an off-ramp for the hotel project. By the end of the year, UD+P is
requested to come to the LORA Board either with proof of financing for the hotel or an analysis
of other uses that could be more likely to be financed and developed on that site.
Respect. Excellence. Trust. Service
A
503-635-0215 380 A AVENUE PO BOX 369 LAKE OSWEGO, OR 97034 WWW.LAKEOSWEGO.CITY
Page 5
RECOMMENDATION
Authorize the Executive Director to execute the sixth amendment to the December 7, 2021,
Agreement for the Disposition and Development of the North Anchor Properties.
ATTACHMENTS
1. UD+P's request to amend the Disposition and Development Agreement
2. DRAFT Sixth Amendment to Agreement for the Disposition and Development of North
Anchor Properties
Respect. FYrel'erce. Trust. 52,:-ir
503-635-0215 380 A AVENUE PO BOX 369 LAKE OSWEGO, OR 97034 WWW.LAKEOSWEGO.CITY
ATTACHMENT 1
Up-4 p
URBAN DEVELOPMENT PARTNERS
May 12, 2026
Lynn Peterson Executive Director Pro Tern
City of Lake Oswego Redevelopment Agency PO Box 369
Lake Oswego, OR 97034
RE: North Anchor Disposition and Development Agreement Amendment#6 Request for
Extension
Dear Lynn,
I am writing to respectfully request an amendment to the North Anchor Disposition and
Development Agreement ("DDA") to allow UD+P additional time to secure financing for the
Hotel Component as well as secure remaining equity and design approvals on the Mixed Use
Component (i.e., Apartments).
Amid persistent economic headwinds, we have made progress on both projects since
executing Amendment#5 in October.
HOTEL
For the Hotel Component, we have received a debt term sheet from a prospective lender
while dialogue with equity partners is ongoing to finalize the remaining terms of their
potential investment. We have also seen Clackamas County approve its C-PACE program and
make progress on implementing it. This approval and implementation provide a critical
financing piece of the Hotel's capital stack.
The Hotel's program has also been refined in the months since our last LORA meeting in the
Fall. We have refined and expanded the Hotel's spa amenity to become a 10,000sf destination
for restorative wellbeing. The addition of a thermal spa in the Hotel, located in the area
formerly occupied by the Hotel's on-site parking, increases the Hotel's overall feasibility as the
hospitality market pivots from prioritizing craft food and beverage offerings to embracing
Page 1
wellbeing. To mitigate the traffic and parking impacts of the additional spa area, we have
revised our parking strategy to reduce impacts on the neighborhood. Specifically we are in
advanced negotiations with a nearby land owner to surface park our guests' vehicles.
UD+P remains committed to expediting the Hotel's predevelopment schedule once we have
commitments from equity partner (s). We expect the Hotel's groundbreaking to occur
approximately 12 months after equity commitment and look forward to the opportunity to
work with the City to streamline all necessary entitlement and permitting approvals. Once
under construction, we expect the Hotel to be complete within 20 months.
To maintain transparency with LORA, we are proposing, with Amendment#6, a meeting with
LORA no later than December 30, 2026 to review the Hotel's capitalization. If we are
unsuccessful in securing the necessary debt and equity commitments by that time, UD+P
would present alternative development programs for the Hotel's site for LORA's consideration.
If LORA does not wish to proceed with an alternative program/s, LORA, in its sole discretion,
may terminate UD+P's right to develop the Hotel site (Parcel A).
Following UD+P's status meeting on the Hotel by December 2026, DDA Amendment#6
includes a construction commencement (& related activities) deadline of August 31, 2027
which allows for commercially reasonable permitting and debt closing timelines.
APARTMENTS
In the months since we last met with LORA, the Apartments have raised 100% of the equity
needed for Parcel B, with an additional 33% raised for Parcel C. We have also received 8 debt
term sheets from prospective lenders in the last 2 months, a sea change in lender interest
compared to market conditions over the last few years. Of the equity raised for the
Apartments to date, $2.5MM has been spent in the last 6 months to purchase the pair of sites
(Parcels B & C) from the City. Additionally, we intend to spend another$1MM of equity over
the coming 6 months to demolish the existing office building on Parcel B and to continue with
preconstruction activities, contingent on DDA Amendment#6 and entitlement approvals.
We have also worked diligently in recent months to secure State DEQ approval of our work
plan to remove the underground storage tanks beneath Parcel C. This is an important step
towards readying the site for construction to commence.
Another key step for UD+P since the Fall has been continued design refinements that improve
Page 2
project feasibility while maintaining its design excellence. We are preparing to hold a 2nd
Pre-Application Conference with City Planners in the coming days to review these design
refinements in greater detail, but preliminary working sessions between UD+P and the City
have validated the project's ability to route these changes through Staff-level Development
Review process instead of a full Commission-level review. This lesser tier review path enables
the project an opportunity to apply for a building permit sooner which similarly enables
construction to commence in late Q4 2026 instead of our currently planned early Q1 2027
start date. Once under construction, we expect the Apartments to be complete within 18
months.
Like the Hotel, UD+P stands ready to work with the City to expediate the project's permit
review process however we can. Besides securing financing, permitting remains both projects'
primary schedule risk.
DEFAULTS & REMEDIES
In addition to the DDA Amendment#6 changes outlined above, and the rationale in support of
them, UD+P has worked with City Staff to revise the remedy period in the event of an
Agreement breach. Originally set at 270 days,Amendment#6 proposes to reduce that cure
period to 180 days. This duration shortens the cure period by 90 days while still allowing for
time to coordinate with 3rd parties should the breach's cure depend in part on the
engagement and deliverables of others.
UD+P has also worked with City Staff to clarify language on the mechanics of LORA's remedies
on the Apartments.
We look forward to a continued strong partnership with the LORA on the North Anchor
projects and to bringing them both to fruition for UD+P and the community.
Sincerely,
Eric Cress
President
Urban Development Partners
Page 3
ATTACHMENT 2
SIXTH AMENDMENT TO
AGREEMENT FOR THE DISPOSITION AND DEVELOPMENT
OF NORTH ANCHOR PROPERTIES,CITY OF LAKE OSWEGO
AMONG: THE LAKE OSWEGO REDEVELOPMENT AGENCY,
the Urban Renewal Agency of the City of Lake Oswego ("LORA")
AND: NORTH ANCHOR HOTEL LLC, an Oregon limited liability company ("Hotel LLC")
AND: NORTH ANCHOR RESIDENTIAL LLC, an Oregon limited liability company
("Residential LLC")
AND: ROTH PROPERTIES 4 (O'REILLY) LLC, a Delaware limited liability company
("Apartment Assignee")
EFFECTIVE
DATE: June 3, 2026
RECITALS
A. LORA and Urban Development Partners — NW, an Oregon limited Partnership ("UDP"), the
predecessor-in-interest to Hotel LLC and Residential LLC, 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"); that certain Third Amendment to Disposition and Development of North Anchor
Properties, City of Lake Oswego dated December 28, 2023 (the "Third Amendment"); that certain Fourth
Amendment to Disposition and Development of North Anchor Properties,City of Lake Oswego dated June
18, 2024 (the "Fourth Amendment"), and that certain Fifth Amendment to Disposition and Development
of North Anchor Properties, City of Lake Oswego dated October 6, 2025 (the "Fifth Amendment"). The
Original DDA,as modified by the Clarification, First Amendment,Second Amendment,Third Amendment,
Fourth Amendment, and Fifth Amendment is hereinafter referred to as the "DDA."
B. Pursuant to the Fifth Amendment, UDP assigned those portions of the DDA that relate to the East
Property and the Mixed Use Component to Apartment Assignee and assigned those portions of the DDA
that relate to the West Property and the Hotel Component to Hotel LLC. Immediately following the partial
assignment by UDP to Apartment Assignee, Apartment Assignee ground leased the East Property to
Residential LLC. Pursuant to such ground lease, Residential LLC is responsible for fulfilling the obligations
under the DDA that relate to the East Property and the Mixed Use Component. A memorandum of the
ground lease between Apartment Assignee and Residential LLC dated October 10, 2025 was recorded in
the Clackamas County Official Records on October 13, 2025, as document number 2025-039894.
C. LORA, Hotel LLC, Apartment Assignee, and Residential LLC are entering into this Amendment for
the purpose of modifying certain deadlines set forth in the DDA, all on the terms and conditions of this
Sixth Amendment to Agreement for the Disposition and Development of North Anchor Properties,City of
Lake Oswego (this "Amendment").
D. 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. UPDATED SCHEDULE. Schedule 1.35 (Schedule of Performance) attached to the DDA is deleted
in its entirety and replaced with Schedule 1.35 attached as Exhibit A to this Amendment.
2. 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, 2028.
3. HOTEL FINANCING;ALTERNATIVE DEVELOPMENT;TERMINATION
3.1 Hotel Financing Period. No later than December 30, 2026, Hotel LLC shall have provided
to LORA the documentation contemplated by Section 2.8.3.6 of the DDA to allow the Executive Director,
in accordance with Section 2.8.3.6 of the DDA, to determine whether Developer has equity and debt
financing commitments sufficient to construct the Hotel Component in accordance with the Schedule of
Performance.
3.2 Alternative Development Analysis Period. If Hotel LLC has not secured financing for the
Hotel Component by December 30, 2026, then no later than December 30, 2026, Hotel LLC may instead
evaluate and present to LORA a brief analysis of one or more alternative development programs for the
West Property,which alternatives shall be consistent with the applicable urban renewal plan.At the time
any such alternative development program is presented, Hotel LLC shall demonstrate that its plan to
secure financing sufficient to develop the proposed alternative and shall propose a draft Seventh
Amendment to the DDA committing to a commercially reasonable timeline for commencement and
completion of construction.
3.3 No Obligation to Approve Alternatives.Any alternative development concept presented
pursuant to Section 3.2 shall be subject to review and approval by LORA in its sole discretion. Nothing
herein shall be construed to obligate LORA to approve, negotiate, or proceed with any such alternative
development concept.
3.4 Termination Right. If, by March 1, 2027, the parties have not reached a mutually
acceptable agreement regarding development of the West Property,then LORA, in its sole discretion and
notwithstanding any other provision of this Agreement or any prior agreement,may terminate UDP's right
or ability to develop the West Property. In this event, the cure period provided in Section 10.1.1.1 is not
applicable, LORA's termination shall not constitute a breach of the DDA, and UDP shall have no remedy
against LORA related to such termination.
Page 2-SIXTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES
Error! No document variable supplied.
4. MIXED USE COMPONENT. On or before the date set forth in the Schedule of Performance,
Residential LLC shall demolish or shall cause to be demolished the office building that currently exists on
a portion of the East Property.The foregoing demolition obligation does not include the existing buildings
on the East Property that were previously used as a gas station and laundromat, which buildings will
remain on the East Property until commencement of construction of the Mixed Use Component.
5. DEFAULT; REMEDIES. Section 10.1.1.1 of the DDA is hereby deleted in its entirety and replaced
with the following:
"10.1.1.1 Subject to Unavoidable Delay,the breach of a provision of this Agreement in any
material aspect,whether by action or inaction,which continues and is not remedied within thirty
(30) days after LORA has given written notice to UDP specifying the breach; provided that if such
breach cannot with due diligence be cured within a period of thirty(30) days, UDP will have up to
one hundred twenty (120) additional days to cure the breach, and in such event the breach will
not constitute a breach so long as the cure is accomplished within the additional 120-day period."
6. UNAVOIDABLE DELAYS. Section 10.5.2 of the DDA is deleted in its entirety and replaced with the
following:
"10.5.2 Unavoidable Delays. From the Effective Date, neither LORA, nor UDP, as the case
may be, nor any successor in interest, shall be considered in breach of or default in its obligations
with respect to any obligations created hereunder or progress in respect thereto except the
obligation to pay money(but not the Purchase Price if Closing is delayed), in the event of enforced
delay in the performance of such obligations due to unforeseeable causes beyond its control and
without its fault or negligence ("Unavoidable Delay"), including but not limited to acts of God, or
of the public enemy,acts of the Government,election results,acts of the other Party,fires,floods,
epidemics, quarantine restrictions, strikes, freight embargoes, earthquake, explosion, mob
violence, riot, inability to procure or general sabotage or rationing of labor, equipment,facilities,
sources of energy, material or supplies in the open market, litigation or arbitration involving a
Party or others relating to zoning or other governmental action or inaction pertaining to the
Project, litigation or court rulings preventing or delaying the ability to remove a tenant or other
occupant of the North Anchor Properties, malicious mischief, condemnation, and unusually
severe weather or delays of suppliers or subcontractors due to such causes or any similar events
and/or occurrences beyond the control of LORA or UDP (provided, however, that UDP's lack of
funds or inability to secure financing shall not be considered an Unavoidable Delay); it being the
purpose and intent of this provision that in the event of the occurrence of any such Unavoidable
Delay the time or times for performance of the obligations of LORA or UDP, as the case may be,
shall be extended for the period of the Unavoidable Delay; provided, that the Party seeking the
benefit of the provisions of this subsection shall, within thirty (30) days after the Party becomes
aware of or reasonably should have become aware of the causes of any such Unavoidable Delay,
have first notified the other Party in writing of the cause or causes thereof and the estimated time
of correction. Except as expressly set forth in this Agreement, any action or failure to act by a
Party pursuant to this Agreement which is not due to Unavoidable Delay shall not excuse the
performance hereunder by that Party."
7. LORA'S POST CONVEY REMEDIES. Section 10.3.1 of the DDA, as last modified by the Fifth
Amendment, is hereby deleted in its entirety and replaced with the following:
Page 3-SIXTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES
Error! No document variable supplied.
"10.3.1 Failure to Timely Commence Construction. In the event the Apartment
Assignee or Residential LLC fails to Commence Construction or cause the
Commencement of Construction of the Mixed Use Component on or before the outside
date set forth in the Schedule of Performance, then LORA may either (a) enforce the
completion guaranty provided under Section 2.8.3.7(a), or (b) beginning on the one
hundred and twenty-first (121st) day after LORA has provided notice of breach under
Section 10.1.1.1 and continuing for sixty(60)days thereafter(the"Repurchase Period"),
have the right to repurchase the East Property for the Repurchase Price, without
representations and warranties from Apartment Assignee or Residential LLC (the
"Repurchase Right"). To exercise the Repurchase Right, LORA shall provide written
notice to Residential LLC and Apartment Assignee on or before the expiration of the
Repurchase Period of LORA's intent to exercise such right and shall then have ninety
(90) days after delivery of such notice to close the repurchase transaction. If such
repurchase transaction closes,Apartment Assignee shall reconvey the East Property to
LORA pursuant to a bargain and sale deed and subject to all encumbrances of record.
The Repurchase Right shall automatically terminate when Residential LLC obtains
financing acceptable to LORA for construction of the Mixed Use Component in
accordance with Section 2.8.3.6 and delivers to LORA the completion guaranty as
contemplated under Section 2.8.3.7. As used in this Section 10.3.1, the "Repurchase
Price"means the Purchase Price for the East Property,together with hard costs incurred
after the date of Closing, by either of Apartment Assignee or Residential LLC in pursuit
of the Mixed Use Component, including demolition of existing structures. If LORA
exercises the Repurchase Right, Residential LLC and Apartment Assignee agree that the
Ground Lease authorized by the Fifth Amendment will terminate upon the closing of
such repurchase."
8. NOTICES. Section 14.3 of the DDA is hereby amended as follows:
Notices sent to each of Residential LLC and Hotel LLC under Section 14.3 of the DDA shall be directed to
the attention of Cody McNeal, cody.mcneal@udplp.com with copies to Radler White Parks & Alexander
per the Original DDA. Notices to LORA shall be directed to the City Attorney's Office at
cao@lakeoswego.city.
9. MISCELLANEOUS PROVISIONS.
9.1 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
DDA. The DDA, as amended by this Amendment, remains in full force and effect and is hereby ratified by
each of the Parties.
9.2 Headings. Section headings contained herein are for convenience or reference only and
shall not govern the interpretation of any of the provisions contained herein.
9.3 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).
Page 4-SIXTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES
Error! No document variable supplied.
IN WITNESS WHEREOF,the Parties have executed this Amendment as of the Effective Date.
RESIDENTIAL LLC: LORA:
NORTH ANCHOR RESIDENTIAL LLC, LAKE OSWEGO REDEVELOPMENT AGENCY,
an Oregon limited liability company an urban renewal agency of the City of Lake
Oswego
By: Tabor IV LLC,
an Oregon limited liability company
Its: Manager By: Lynn Peterson, Executive Director
By: Urban Development Partners— NW,
an Oregon limited partnership APPROVED AS TO FORM:
Its: Manager
By: AES Interest, Inc.,
An Oregon corporation Erica Tatoian, City Attorney
Its: General Partner
By: Daniel Eric Cress, President
HOTEL LLC:
TABOR IV LLC,
an Oregon limited liability company
By: Urban Development Partners—NW,
an Oregon limited partnership,
its Manager
By: AES Interests, Inc.,
an Oregon corporation,
its General Partner
By: Daniel Eric Cress, President
NAITO DEVELOPMENT LLC,
an Oregon limited liability company
By:
Printed Name:
Its:
SIGNATURE PAGE—Sixth Amendment to N.Anchor DDA
APARTMENT ASSIGNEE:
ROTH PROPERTIES 4(O'REILLY) LLC,
a Delaware limited liability company
By: Matson Management, LLC
a California limited liability company
By:
William Matson McCauley, Manager
Exhibit A-SIXTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES
Exhibit A
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-Ma r-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-2028
Schedule of Performance to Close on First Project Component
(Multi-Family/Retail)
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
Closing
UDP to cause the closing of the acquisition of property for Completed
2.7 first Project Component and to ground lease the property October 10, 2025
Exhibit A-SIXTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES
that is the subject to such closing from the owner thereof
Component
Post-Closing Activities—
Environmental Activities
UDP to complete all work set forth in DEQ-approved HMP
3.1.1.1 and CMMP 08-Oct-2027
3.1.1.1 UDP to obtain "No Further Action" letter from DEQ 31-Dec-2027
Construction
28-Feb-2022
7.7 UDP to submit complete Land Use Application Plans to LORA _ Completed
LORA to provide UDP with design specifications for Right-of- i 31-Mar-2022
7.6 Way improvements Completed
UDP to commence demolition of existing office building on
4.1 (6th am) East Property 31-Dec-2026
LORA Executive Director is satisfied that the Final
Construction Plans and Specifications are materially
consistent with the Land Use Application Plans or consistent
with any material changes to the Land Use Application Plans
2.8.3.2 agreed to by the Parties 03-Jun-2027
UDP provides evidence of funding capacity to meet
2.8.3.3 environmental responsibilities to LORA ED 03-Jun-2027
UDP provides evidence of necessary funding commitments
2.8.3.6 to complete the project, including budgets and proformas 03-Jun-2027
2.7 UDP to Commence Construction 08-Jul-2027
All final non-appealable land use approvals and other
governmental approvals have been obtained, or any appeal
2.8.1.1 that has been filed has reached a final resolution 08-Jul-2027
Permits sufficient to Commence Construction have been
2.8.1.2 obtained 08-Jul-2027
Final Construction Plans and Specifications have been
2.8.1.4 approved by the City and by applicable agencies 08-Jul-2027
UDP and a general contractor have provided certifications
2.8.1.5 to LORA that a Construction Contract has been executed 08-Jul-2027
2.8.3.7 UDP provides completion guaranties 08-Jul-2027
UDP to complete construction of East Property (including
7.2 associated public improvements) 30-Jun-2029
Exhibit A-SIXTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES
Schedule of Performance to Close on Second Project
2.7 I 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
Closing
UDP to close on acquisition of property for second Project
2.7 Component 31-Aug-2027
Post-Closing Activities
Construction
LORA Executive Director is satisfied that the Final
Construction Plans and Specifications are materially
consistent with the Land Use Application Plans or
consistent with any material changes to the Land Use
2.8.3.2 Application Plans agreed to by the Parties 31-Aug-2027
UDP provides evidence of funding capacity to meet
2.8.3.3 environmental responsibilities to LORA ED 31-Aug-2027
UDP provides evidence of necessary funding commitments
2.8.3.6 to complete the project, including budgets and proformas 31-Aug-2027
UDP to Commence Construction on second Project
2.7 Component 31-Aug-2027
All final non-appealable land use approvals and other
governmental approvals have been obtained, or any appeal
2.8.1.1 that has been filed has reached a final resolution 31-Aug-2027
Permits sufficient to Commence Construction have been
2.8.1.2 obtained 31-Aug-2027
Final Construction Plans and Specifications have been
2.8.1.4 approved by the City and by applicable agencies 31-Aug-2027
UDP and a general contractor have provided certifications
2.8.1.5 to LORA that a Construction Contract has been executed 31-Aug-2027
2.8.3.7 UDP provides completion guaranties 31-Aug-2027
UDP to complete construction of Second Project
7.2 Component(including associated public improvements) 31-Aug-2029
Exhibit A-SIXTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES