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~ _ ~ -~ T THIS INTERGOVERNMENTAL DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of the ~y'-`'day of Q~1~o (,~,~ , 1998, by and between MARION COUNTY, ~- OREGON, a political subdivision of the State of Oregon ("County"); and SALEM AREA MASS TRANSIT DISTRICT, a political subdivision of the State of Oregon ("Transit District"). RECTTALS ~ - A. The County and the Transit District own certain real propedy located in downtown Salem, Marion County, Oregon, commonly known as the Senator Block, and more specifically described as Block 5, SALEM, Marion County, Oregon (the "Property"). The County and Transit District have agreed to locate a mixed use facility on the Property, generally consisting of the following: (i) a transit center including a transit mall and Transit District admimstrative offices and related Transit District facilities, including parking facilities, and office facilities to be leased by the Transit District to third parties, all to be owned (via a condominium interest as provided herein) and used by the Transit District in its mass transit and govemment operations (as more particulazly defined herein, the "Transit Facilities"); (ii) County administrative offices and related County facilities, including parking facilities, .and office facilifies to be leased or sold by the County to third pazties, all to be owned (via a condominium interest as provided herein) and used by the County in its govemmental operations or leased by the County to third parties (as more particularly defined herein, the "County Facilities"); and (ui) commercial retail facilities to be owned (via a leasehold interest as provided herein) by a private party and leased to third parties (as more particularly defined herein, the "Retail Facilities"). -' B. The Parties anticipate that a private party to acquire, finance, own and operate the Retail Facilities will be selected by the County and Transit District in accordance with the Federal Transit Administration joint development policy (62 Federal Register 12266-12269, March 14, 1997), not later than one year from final FTA approval of the Transit District grant application. C. The County and Transit District have engaged in negotiations for the development of the ~ Property which so faz have resulted in a concept for developing the Property to include the Transit District Facilities, the County Facilities, and the Retail Facilities (collectively, the "Project Improvements"). The Property and the Project Improvements are jointly referred to in this Agreement as the "Project " --~ D. The Parties have provided for preliminary design of the Project Improvements, as shown in the Plans. ~ E. The purpose of this Agreement is to set out the rights and duties of the parties for (i) preconstruction activities, {u) construction, (iii) management and (iv) ownership of the Project, all generally according to the terms of this Agreement and the Schedule of Performance. ~ F. The county has authorized this Agreement pursuant to Resolution 97-53R, dated September 24, 1997, and the Transit Disirict has authorized this Agreement pursuant to Resolution ~ 97-21, dated September 25, 1997 and •pursuant to Resolution 98-14, dated October 28, 1998. G. The Transit District has a grant from the Federal Transit Administration, and locally generated money, to fund its shaze of the cost of the Project. The County intends to sell municipal ~ revenue bonds or certificates of participation to generate funds for its share of the cost of the Project. NOW 'THEREFORE, the Parties, in consideration of the premises and the agreements of each of the other Parties set forth herein and other valuable consideration, the adequacy of which is hereby ~ acknowledged, covenant and agree as follows: ~ Courthouse Square Development Agreement Page - 1 ~