2009/03/25 Council Agenda Packet

Exhibit 3 to Ordinance No. 7 DEVELOPMENT AGREEMENT This Development Agreement("Agreement") is entered into on this day of , 2009,by and between the City of Everett, a municipal corporation under the laws of the State of Washington(the"City"), OM Everett, Inc., a Washington corporation ("OME"), and OMH Transfer Agent, LLC, a Delaware limited liability company("OMH") (OME and OMH are collectively referred to as "OM") (the City and OM are collectively referred to as the"Parties") RECITALS A. For more than a decade, the City has been working on the cleanup, environmental conservation, public shoreline access and redevelopment planning for several properties located along the Snohomish River. These properties are commonly known as the former Everett Landfill Pad, Eclipse Mill Property, and the Simpson Pad, along with other adjacent parcels. B. The City has taken steps to clean up various industrial pollutants on the properties, and conducted brownfields feasibility studies and performed other work that lead to the issuance of a Consent Decree and Cleanup Action Plan by the Department of Ecology for the Landfill Pad. The City also added fill to portions of the Simpson Pad and the Eclipse Mill Property and established a public shoreline access area and trail between the Simpson Pad and the Snohomish River. C. The City completed "plan-level" and some specific project level environmental review and land use actions from 2000 to 2005. These included adoption of a Shoreline Public Access Plan, as well as comprehensive updates to the City's Comprehensive Plan and Shoreline Master Program. The Shoreline Master Program and Comprehensive Plan included Vision statements for the riverfront properties that contemplate a high quality,planned, mixed-use development that includes public and private amenities and open space. In addition, the City constructed the 41st Street Bridge overcrossing linking the overall property to 41st Street and reached agreements for Burlington Northern Santa Fe track removal and upgrade/relocation on the riverfront properties. D. As a result of these planning and preliminary actions, the City Council concluded that it would best implement the Comprehensive Plan and Shoreline Master Program by seeking to have the commercially-developable portions of the properties developed as an integrated project based on a Planned Development Overlay("PDO")master plan to be reviewed through the City's public land use process. Accordingly, the City conducted a public competitive process, selected OliverMcMillan, LLC, a California limited liability company ("OM, LLC") with experience in development projects similar to this one, to serve as project developer, and entered into a Property Disposition Agreement on February 21, 2007, to sell the developable portions of the City-owned properties to OM subject to certain conditions and requirements, and subsequently entered into three amendments of that agreement (as amended, the"PDA"). The third amendment of the PDA was executed on April 30, 2008 ("PDA Third Amendment"). On May 14, 2008, the property transaction closed and title to the Landfill Pad transferred to OME and title to the Eclipse Mill Property and Simpson Pad transferred to OMH. In addition to the -1- 6