Common use of Standard Conditions Clause in Contracts

Standard Conditions. Unless otherwise agreed by the Director under OAR 695‐045‐0195(3), Grant Funds will not be disbursed under this Agreement until the following standard conditions have been fulfilled to the full satisfaction of the Director. OWEB will review due diligence items and reimburse costs associated with the standard conditions only after Grantee has satisfied the initial conditions above. A. Grantee obtains: (i) all reasonably necessary Property information (the “Property Information”) for OWEB to complete a due diligence review of the Project, including, Property Information in the Property seller’s possession; and (ii) permissions from the Property seller, as necessary, to release Property Information, regardless of the source, to OWEB and other funding entities. Property Information includes, but is not limited to: appraisals; title reports; environmental site assessments; surveys; water rights documentation; rights of first refusal; option agreements; purchase and sale agreements; leases; licenses; rental agreements; permits; easements; security instruments; UCC financing statements; fixture filings; documents pertaining to litigation, encroachments, disputes (including boundary line disputes), or prescriptive rights; a description of any work performed on or use made of the Property by parties other than the Property seller within one hundred eighty (180) days from the Effective Date; and other documents and information that OWEB determines are reasonably necessary to review before disbursing Grant Funds. Upon written request of Grantee or the Property seller, OWEB agrees to treat Property Information as confidential, to the extent permitted by the Oregon Public Records Law, ORS 192.311‐192.478. OWEB may disclose Property Information that is subject to a confidentiality request if it determines that disclosure is reasonably necessary as part of its due diligence review process, or if it is ordered to do so pursuant to Public Records Law. OWEB will not be responsible for a breach of confidentiality by other entities that OWEB is reasonably expected to share the Property Information with as part of the grant administration process. B. Grantee obtains, if deemed necessary by OWEB, reasonable Closing Date extensions for the purpose of providing OWEB with adequate time to determine that Grantee has met all requirements under this Agreement. In the event that Grantee elects to purchase the Property Interest without the Grant Funds and subsequently seek reimbursement from OWEB, it will be doing so with the understanding that the reimbursement request will be subject to any remaining OWEB approvals necessary under this Agreement. C. Grantee fully complies with the intent of ORS 35.500‐35.530 (Relocation of Displaced Persons), and OWEB requirements related to said provisions of law, in the event that residential or business tenants will be displaced as a result of the acquisition of the Property Interest. D. Grantee imposes title restrictions on the Property consistent with OWEB’s standard form conservation easement, as it may be revised from time to time [FOR FEE ACQUISITIONS ONLY]. E. The Director, by the Closing Date specified in Exhibit D, approves of the legal and financial terms of the acquisition of the Property Interest, including, but not limited to: i. The acquisition agreement (e.g., option, purchase and sale agreement, etc.) and the agreement to transfer the Property to another party, if planned.

Standard Conditions. Unless otherwise agreed by the Director under OAR 695‐045‐0195(3)Director, Grant Funds will not be disbursed under this Agreement until the following standard conditions have been fulfilled to the full satisfaction of the Director. OWEB will review due diligence items and reimburse costs associated with the standard conditions only after Grantee has satisfied the initial conditions above. A. Grantee meets with OWEB staff within sixty (60) days from the Effective Date to: (i) confirm roles and responsibilities; (ii) agree on preferred methods for sharing information; (iii) discuss approaches to addressing Project challenges; and (iv) address other Project matters that would benefit from early discussions between Grantee and OWEB. B. Grantee obtains: (i) all reasonably necessary Property information (the “Property Information”) for OWEB to complete a due diligence review of the Project, including, Property Information in the Property seller’s possession; and (ii) permissions from the Property seller, as necessary, to release Property Information, regardless of the source, to OWEB and other funding entities. Property Information includes, but is not limited to: appraisals; title reports; environmental site assessments; surveys; water rights documentation; rights of first refusal; option agreements; purchase and sale agreements; leases; licenses; rental agreements; permits; easements; security instruments; UCC financing statements; fixture filings; documents pertaining to litigation, encroachments, disputes (including boundary line disputes), or prescriptive rights; a description of any work performed on or use made of the Property by parties other than the Property seller within one hundred eighty (180) days from the Effective Date; and other documents and information that OWEB determines are reasonably necessary to review before disbursing Grant Funds. Upon written request of Grantee or the Property seller, OWEB agrees to treat Property Information as confidential, to the extent permitted by the Oregon Public Records Law, ORS 192.311‐192.478192.311-192.478. OWEB may disclose Property Information that is subject to a confidentiality request if it determines that disclosure is reasonably necessary as part of its due diligence review process, or if it is ordered to do so pursuant to Public Records Law. OWEB will not be responsible for a breach of confidentiality by other entities that OWEB is reasonably expected to share the Property Information with as part of the grant administration process. B. C. Grantee obtains, if deemed necessary by OWEB, reasonable Closing Date extensions for the purpose of providing OWEB with adequate time to determine that Grantee has met all requirements under this Agreement. In the event that Grantee elects to purchase the Property Interest without the Grant Funds and subsequently seek reimbursement from OWEB, it will be doing so with the understanding that the reimbursement request will be subject to any remaining OWEB approvals necessary under this Agreement. C. D. Grantee fully complies with the intent of ORS 35.500‐35.530 35.500-35.530 (Relocation of Displaced Persons), and OWEB requirements related to said provisions of law, in the event that residential or business tenants will be displaced as a result of the acquisition of the Property Interest. D. E. Grantee imposes title restrictions on the Property consistent with OWEB’s standard form conservation easement, as it may be revised from time to time [FOR FEE ACQUISITIONS ONLY]. E. F. The Director, by the Closing Date specified in Exhibit D, approves of the legal and financial terms of the acquisition of the Property Interest, including, but not limited to: i. The acquisition agreement (e.g., option, purchase and sale agreement, etc.) and the agreement to transfer the Property to another party, if planned; ii. The purchase price for the Property Interest, which shall be based on an appraisal and review appraisal completed in accordance with applicable appraisal standards, including the Uniform Standards of Professional Appraisal Practice, and if required, the Uniform Appraisal Standards for Federal Land Acquisitions; iii. The Phase 1 Environmental Site Assessment, as well as additional investigative reports and action plans resulting from the Phase 1 Assessment; iv. The Property survey, if required; v. The Property seller’s vesting deed; vi. The baseline inventory completed for the Property, which will include a description of the intended future conditions of the Property if restoration of the Property is required to achieve the intended ecological outcomes of the Project; vii. The water rights, if applicable; viii. Documented access rights to the Property, including a clear depiction of the access on a map provided by Grantee; ix. The planning and zoning circumstances associated with the Property, as evidenced by the OWEB Land Use Information Form submitted with the Grant Application, as well as other information obtained during the OWEB due diligence review process; x. The legal description of the Property; xi. The warranty deed for a fee transaction, or easement for a conservation easement acquisition; xii. The condition of title and the title insurance policy, including specific exceptions to the policy, with the Director’s approval based on review of an assessment, including a map, of the exceptions provided by Grantee; xiii. Escrow documents including settlement statements; xiv. A title report dated within sixty (60) days of the Closing Date; xv. The matching contribution; xvi. Grantee’s demonstrated compliance with applicable federal and state laws regarding relocation of displaced persons, including but not limited to requirements contained in ORS 35.510, as may be revised from time to time; and xvii. Other conditions that the Director deems reasonably necessary as a result of OWEB due diligence review efforts after the Agreement has been signed by the Parties.

Standard Conditions. Unless otherwise agreed by the Director under OAR 695‐045‐0195(3695-045-0195(3), Grant Funds will not be disbursed under this Agreement until the following standard conditions have been fulfilled to the full satisfaction of the Director. OWEB will review due diligence items and reimburse costs associated with the standard conditions only after Grantee has satisfied the initial conditions above. A. Grantee X. Xxxxxxx obtains: (i) all reasonably necessary Property information (the “Property Information”) for OWEB to complete a due diligence review of the Project, including, Property Information in the Property seller’s possession; and (ii) permissions from the Property seller, as necessary, to release Property Information, regardless of the source, to OWEB and other funding entities. Property Information includes, but is not limited to: appraisals; title reports; environmental site assessments; surveys; water rights documentation; rights of first refusal; option agreements; purchase and sale agreements; leases; licenses; rental agreements; permits; easements; security instruments; UCC financing statements; fixture filings; documents pertaining to litigation, encroachments, disputes (including boundary line disputes), or prescriptive rights; a description of any work performed on or use made of the Property by parties other than the Property seller within one hundred eighty (180) days from the Effective Date; and other documents and information that OWEB determines are reasonably necessary to review before disbursing Grant Funds. Upon written request of Grantee Xxxxxxx or the Property seller, OWEB XXXX agrees to treat Property Information as confidential, to the extent permitted by the Oregon Public Records Law, ORS 192.311‐192.478192.311-192.478. OWEB may disclose Property Information that is subject to a confidentiality request if it determines that disclosure is reasonably necessary as part of its due diligence review process, or if it is ordered to do so pursuant to Public Records Law. OWEB will not be responsible for a breach of confidentiality by other entities that OWEB is reasonably expected to share the Property Information with as part of the grant administration process. B. Grantee obtains, if deemed necessary by OWEB, reasonable Closing Date extensions for the purpose of providing OWEB with adequate time to determine that Grantee has met all requirements under this Agreement. In the event that If Grantee elects to purchase the Property Interest without the Grant Funds and subsequently seek reimbursement from OWEB, it will be doing so with the understanding that the reimbursement request will be subject to any remaining OWEB approvals necessary under this Agreement. C. Grantee fully complies with the intent of ORS 35.500‐35.530 35.500-35.530 (Relocation of Displaced Persons), and OWEB requirements related to said provisions of law, in the event that if residential or business tenants will be displaced as a result of the acquisition of the Property Interest. D. Grantee X. Xxxxxxx imposes title restrictions on the Property consistent with OWEB’s standard form conservation easement, as it may be revised from time to time at OWEB’s sole discretion [FOR FEE ACQUISITIONS ONLY]. E. X. The Director, by the Closing Date specified in Exhibit D, approves of the legal and financial terms of the acquisition of the Property Interest, including, but not limited to: i. The acquisition agreement (e.g., option, purchase and sale agreement, etc.) and the agreement to transfer the Property to another party, if planned.

Standard Conditions. Unless otherwise agreed by the Director under OAR 695‐045‐0195(3), Grant Funds will not be disbursed under this Agreement until the following standard conditions have been fulfilled to the full satisfaction of OWEB, except as allowed by OAR 695-048-0160(3) which allows for the Directordistribution of funds prior to transaction closing for staff costs and due diligence activities specified in OAR 695-048-0100 and included in the Approved Budget. OWEB will review due diligence items and reimburse costs associated with the standard conditions only after Grantee has satisfied the initial conditions above. A. Grantee obtains: (i) all reasonably necessary Property information (the “Property Information”) for OWEB to complete a due diligence review of the Project, including, Property Information in the Property sellerSeller’s possession; and (ii) permissions from the Property sellerSeller, as necessary, to release Property Information, regardless of the source, to OWEB and other funding entities. Property Information includesmay include, but is not limited to: appraisals; title reports; environmental site assessments; surveys; water rights documentation; rights of first refusal; option agreements; purchase and sale agreements; leases; licenses; rental agreements; permits; easements; security instruments; UCC financing statements; fixture filings; documents pertaining to litigation, encroachments, disputes (including boundary line disputes), or prescriptive rights; a description of any work performed on or use made of the Property by parties other than the Property seller Seller within one hundred eighty (180) days from the Effective Date; and other documents and information that OWEB determines are reasonably necessary to review before disbursing Grant Funds. Upon written request of Grantee or the Property sellerSeller, OWEB agrees to treat Property Information as confidential, to the extent permitted by the Oregon Public Records Law, ORS 192.311‐192.478192.311-192.478. OWEB may disclose Property Information that is subject to a confidentiality request if it determines that disclosure is reasonably necessary as part of its due diligence review process, or if it is ordered to do so pursuant to Public Records Law. OWEB will not be responsible for a breach of confidentiality by other entities that OWEB is reasonably expected to share the Property Information with as part of the grant administration process. B. Grantee obtains, if deemed necessary by OWEB, reasonable Closing Date closing date extensions for the purpose of providing OWEB with adequate time to determine that Grantee has met all requirements under this Agreement. In the event that Grantee elects to purchase the Property Interest without the Grant Funds and subsequently seek reimbursement from OWEB, it will be doing so with the understanding that the reimbursement request will be subject to any remaining OWEB approvals necessary under this Agreement. C. Grantee fully complies with the intent of ORS 35.500‐35.530 35.500-35.530 (Relocation of Displaced Persons), and OWEB requirements related to said provisions of law, in the event that residential or business tenants will be displaced as a result of the acquisition of the Property InterestProtective Instrument. D. [INCLUDE D FOR ESTATE IN FEE SIMPLE ABSOLUTE PROJECTS] Grantee imposes title restrictions on the Property consistent with OWEB’s standard form conservation easement, as it may be revised from time to time [FOR FEE ACQUISITIONS ONLY]the Notice of Grant Requirements in Exhibit H of this agreement. E. The DirectorOWEB, by the Closing Date closing date specified in Exhibit D, approves of the legal and financial terms of the acquisition of the Property InterestProtective Instrument, including, but not limited to: i. The acquisition agreement (e.g., option, purchase and sale agreement, etc.) and the agreement to transfer the Property Protective Instrument to another party, if planned. ii. The purchase price for an estate in fee simple absolute and conservation easement acquisitions shall be based on an appraisal and review appraisal completed in accordance with applicable appraisal standards, including but not limited to [REMOVE “but not limited to” FOR PROJECTS WITH LOTTERY REVENUE BOND FUNDING] the Uniform Standards of Professional Appraisal Practice. Other methods of substantiating the purchase price conducted by an independent third-party entity may be accepted at the discretion of OWEB for all other Protective Instruments. A third-party demonstration of market value of the Protective Instrument is not required for loan repayments. iii. The Phase 1 Environmental Site Assessment, if required, as well as additional investigative reports and action plans resulting from the Phase 1 Assessment, if required. iv. The Protective Instrument survey, if required. v. The Protective Instrument Seller’s vesting deed. vi. The baseline inventory completed for the Protective Instrument, if required. vii. The water rights, if applicable. viii. Documented access rights to the Protective Instrument, including a clear depiction of the access on a map provided by Grantee. ix. The planning and zoning circumstances associated with the Property. x. The legal description of the Protective Instrument. xi. The warranty deed for an estate in fee simple absolute transaction, the easement deed for a conservation easement acquisition, or the covenant, deed restriction, equitable servitude, or other similar agreement. xii. The condition of title and any applicable title insurance policy, including specific exceptions to the policy, with OWEB’s approval based on review of an assessment, including a map, of the exceptions provided by Grantee. xiii. Escrow documents including settlement statements. xiv. A title report dated within sixty (60) days of the closing date. xv. The matching contribution. xvi. Xxxxxxx’s demonstrated compliance with applicable federal and state laws regarding relocation of displaced persons, including but not limited to requirements contained in ORS 35.510, as may be revised from time to time. xvii. Other conditions that OWEB deems reasonably necessary as a result of OWEB due diligence review efforts after the Agreement has been signed by the Parties. F. OWEB’s approval of the legal and financial terms of the items listed under condition 2(E) above is solely for the purpose of disbursing Grant Funds under this Agreement. OWEB’s approval does not constitute a legal opinion, representation or warranty as to the enforceability of the Protective Instrument or the financial soundness or adequacy of the terms under which it is acquired. Project update meetings and reports Frequency dependent on complexity of land transaction. Proof of insurance As described in Section 18.P. Spending plan (if required) Outlines anticipated grant spending by month. Required for projects funded by Lottery Revenue Bonds. Vesting deed (if not provided at time of application) Binding purchase agreement Appraisal or other third-party demonstration of market value Dependent on type of protective instrument Environmental site assessment (if required) Resolution of title matters Survey (if required) and legal description Confirmation of legal and sufficient access Water rights analysis (if applicable) Deed KEY GRANTEE ACTIONS* ESTIMATED COMPLETION DATE, INCLUDING TIME FOR APPROVAL COMMENTS Protective Instrument or Notice of Grant Requirements Baseline inventory documentation (if required) Proforma title insurance policy (if required) Purchase price documentation Confirmation of compliance with of ORS 35.500-35.530 (Relocation of Displaced Persons) DOJ review of Project materials Allow up to 6 weeks for final DOJ review of Project materials Updated preliminary title report Within 60 days of closing Fiscal documentation Allow up to 2 weeks for fiscal review Long-Term Management Plan (if required) Closing Project Completion Report Three-Year Status Report EXHIBIT E APPROVED BUDGET BUDGET CATEGORY APPROVED AMOUNT Salaries, Wages, and Benefits $0.00 Contracted Services $0.00 Travel $0.00 Other $0.00 Indirect Costs $0.00 Grant Total $0.00 Project expenses incurred no earlier than and no later than may be eligible for reimbursement. 1. The prevailing wage rate requirements that may apply to the Project are set forth in ORS 279C.800 through 279C.870 and the administrative rules promulgated thereunder (OAR Chapter 839, Division 25) (collectively, “PWR”). If applicable, Grantee shall: a) comply with PWR, require its contractors and subcontractors to pay the applicable PWR rates and to comply with all other Oregon Bureau of Labor and Industries (“BOLI”) requirements pursuant to the PWR, including on all contracts and subcontracts and in filing separate public works bonds with the Construction Contractors Board; and b) pay to BOLI, within the required timeframe and in the appropriate amount, the project fee required by OAR 839-025-0200 to 839-025-0230, including any additional fee that may be owed upon completion of the Project. 2. Grantee represents and warrants that it is not on the BOLI current List of Contractors Ineligible to Receive Public Works Contracts and that it will not contract with any contractor on this list.

Standard Conditions. Unless otherwise agreed by the Director under OAR 695‐045‐0195(3695-045-0195(3), Grant Funds will not be disbursed under this Agreement until the following standard conditions have been fulfilled to the full satisfaction of the Director. OWEB will review due diligence items and reimburse costs associated with the standard conditions only after Grantee has satisfied the initial conditions above. A. Grantee obtains: (i) all reasonably necessary Property information (the “Property Information”) for OWEB to complete a due diligence review of the Project, including, Property Information in the Property sellerSeller’s possession; and (ii) permissions from the Property sellerSeller, as necessary, to release Property Information, regardless of the source, to OWEB and other funding entities. Property Information includes, but is not limited to: appraisals; title reports; environmental site assessments; surveys; water rights documentation; rights of first refusal; option agreements; purchase and sale agreements; leases; licenses; rental agreements; permits; easements; security instruments; UCC financing statements; fixture filings; documents pertaining to litigation, encroachments, disputes (including boundary line disputes), or prescriptive rights; a description of any work performed on or use made of the Property by parties other than the Property seller Seller within one hundred eighty (180) days from the Effective Date; and other documents and information that OWEB determines are reasonably necessary to review before disbursing Grant Funds. Upon written request of Grantee or the Property sellerSeller, OWEB agrees to treat Property Information as confidential, to the extent permitted by the Oregon Public Records Law, ORS 192.311‐192.478192.311-192.478. OWEB may disclose Property Information that is subject to a confidentiality request if it determines that disclosure is reasonably necessary as part of its due diligence review process, or if it is ordered to do so pursuant to Public Records Law. OWEB will not be responsible for a breach of confidentiality by other entities that OWEB is reasonably expected to share the Property Information with as part of the grant administration process. B. Grantee obtains, if deemed necessary by OWEB, reasonable Closing Date extensions for the purpose of providing OWEB with adequate time to determine that Grantee has met all requirements under this Agreement. In the event that If Grantee elects to purchase the Property Interest without the Grant Funds and subsequently seek reimbursement from OWEB, it will be doing so with the understanding that the reimbursement request will be subject to any remaining OWEB approvals necessary under this Agreement. C. Grantee fully complies with the intent of ORS 35.500‐35.530 35.500-35.530 (Relocation of Displaced Persons), and OWEB requirements related to said provisions of law, in the event that if residential or business tenants will be displaced as a result of the acquisition of the Property Interest. D. Grantee imposes title restrictions on the Property consistent with OWEB’s standard form conservation easement, as it may be revised from time to time at OWEB’s sole discretion [FOR FEE ACQUISITIONS ONLY]. E. The Director, by the Closing Date specified in Exhibit D, approves of the legal and financial terms of the acquisition of the Property Interest, including, but not limited to: i. The acquisition agreement (e.g., option, purchase and sale agreement, etc.) and the agreement to transfer the Property to another party, if planned. ii. The purchase price for the Property Interest, which shall be based on an appraisal and review appraisal completed in accordance with applicable appraisal standards, including the Uniform Standards of Professional Appraisal Practice, and if required, the Uniform Appraisal Standards for Federal Land Acquisitions. iii. The Phase 1 Environmental Site Assessment, as well as additional investigative reports and action plans resulting from the Phase 1 Assessment. iv. The Property survey, if required. v. The Seller’s vesting deed. vi. The baseline inventory completed for the Property, which will include a description of the intended future conditions of the Property if restoration of the Property is required to achieve the intended ecological outcomes of the Project. vii. The water rights, if applicable. viii. Documented access rights to the Property, including a clear depiction of the access on a map provided by Grantee. ix. The planning and zoning circumstances associated with the Property, as evidenced by the OWEB Land Use Information Form submitted with the Grant Application, as well as other information obtained during the OWEB due diligence review process. x. The legal description of the Property. xi. The warranty deed for a fee transaction, or easement for a conservation easement acquisition. xii. The condition of title and the title insurance policy, including specific exceptions to the policy, with the Director’s approval based on review of an assessment, including a map, of the exceptions provided by Grantee. xiii. The notice of federal participation, if required for the use of any federal funds. xiv. The statement of just compensation, if required for the use of any federal funds. xv. Escrow documents including settlement statements. xvi. A title report dated within sixty (60) days of the Closing Date. xvii. The matching contribution. xviii. Xxxxxxx’s demonstrated compliance with applicable federal and state laws regarding relocation of displaced persons, including but not limited to requirements contained in ORS 35.510, as may be revised from time to time. xix. Other conditions that the Director deems reasonably necessary as a result of OWEB due diligence review efforts after the Agreement has been signed by the Parties. F. The Director’s approval of the legal and financial terms of the items listed under condition 2(E) above is solely for the purpose of disbursing Grant Funds under this Agreement. The Director’s approval does not constitute a legal opinion, representation, or warranty as to the enforceability of the Property Interest or the financial soundness or adequacy of the terms under which it is acquired. Binding purchase agreement Appraisal Environmental site assessment Resolution of title matters Survey and legal description Confirmation of legal and sufficient access Water rights analysis Deed Conservation easement Baseline inventory documentation Proforma title insurance policy DOJ review of Project materials Allow up to 6 weeks for final DOJ review of Project materials Updated preliminary title report Fiscal documentation Allow up to 2 weeks for fiscal review Closing Management plan Site stabilization Project progress report Salaries, Wages and Benefits $0.00 Contracted Services $0.00 Travel and Training $0.00 Materials and Supplies $0.00 Other $0.00 Other (Purchase Price of Property) $0.00 Indirect Costs $0.00 Project expenses and Match incurred no earlier than [INSERT date 18 months prior to grant application deadline] and no later than [INSERT date up to 24 months after Closing, if site stabilization funds are included in the Grant Funds] may be eligible for reimbursement. 1. The prevailing wage rate requirements that may apply to the Project are set forth in ORS 279C.800 through 279C.870 and the administrative rules promulgated thereunder (OAR Chapter 839, Division 25) (collectively, “PWR”). If applicable, Grantee shall: a) comply with PWR, require its contractors and subcontractors to pay the applicable PWR rates and to comply with all other Oregon Bureau of Labor and Industries (“BOLI”) requirements pursuant to the PWR, including on all contracts and subcontracts and in filing separate public works bonds with the Construction Contractors Board; and b) pay to BOLI, within the required timeframe and in the appropriate amount, the project fee required by OAR 839-025-0200 to 839-025-0230, including any additional fee that may be owed upon completion of the Project. 2. Grantee represents and warrants that it is not on the BOLI current List of Contractors Ineligible to Receive Public Works Contracts and that it will not contract with any contractor on this list.