FUFENG DEVELOPMENT AGREEMENT

CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT

The GF Plant Development Plans shall be prepared, developed, created and approved by
the Developer with the assistance or approval of the Developer Engineer and Architect
as may be required under any Governmental Requirements. The City Infrastructure
Plans shall be prepared, developed, created and approved by the City Engineer or the Update 12/29/22: Developer Engineer has been hired but no Plant Development Plans
Section 3.2.1 Engineered Plans for GF Plant
City Outside Engineer, as the case may be. The appropriate professional engineer and have been submitted for formal review.
architect endorsement shall be placed on the GF Plant Development Plans, City
Infrastructure Plans and any other documents, plans, or plats relating to or arising from
the GF Plant Development Plans or City Infrastructure Plans.

The Developer shall provide to the City Administrator (who may then deliver the same
to the City Engineer, City Outside Engineer, City Planner, City Inspector, City Fire
Preliminary Information to commence work on design and plans for City Infrastructure
Code Official, City Water Works Director upon their respective request), the Update 12/29/22: Much of the preliminary requested information has been received to
Section 3.2.3(a)
information requested on Exhibit 3.2.3 pursuant to the schedule thereon, and the Parties commence with WWTP, Raw Water, and Phase 1 Annexation Area Utility Designs.
See Listing on Exhibit 3.2.3(a)
shall cooperate in Good Faith with respect to further exchanges of such information and
changes thereto.

Although submitted draft plans do not meet City requirements for site plans, they were
submitted for informational purposes, and such informational and draft products would
Exhibit 3.2.3 Site Plan See Exhibit 3.2.3
not be subject to formal review process but continually built upon to reach final plans
for formal review.

Platting:
Completed 5/16/2022 (Re-Plat of
Peony Resubdivision approved on
May 16, 2022)

Zoning:
See Section information noted for Section 3.2.8(a)-(c) below relating to platting/zoning
Exhibit 3.2.3 Platting/Zoning and Annexation See Exhibit 3.2.3 5/16/2022 (PUD approved on May
and annexation
16, 2022)

Annexation:
Completed 6/6/2022 (Documents
Recorded 6/8/22 as Document #
826338 and 826339)

Page 1 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT

City has submitted cost share request to State - engineering planning costs

See AE2S Preliminary Information Request Checklist (updated as of May 12, 2022)

Note - AE2S data as of May 12, 2022:

1. Expected flows of 4580 (6.6 MGD) & 5,000 GPM (7.2 MGD) for current site plan
2. Exact locatin for turnout to site needs to be confimed with formal site plan
submittal
3. Fufeng will construct reservoir to avoid peak water consumption/mitigate supply
Exhibit 3.2.3 Raw Water Supply Information See Exhibit 3.2.3 fluctuations

Task Order FF06 with AE2S to design the Raw Water Booster Station and Raw Water
Intake Improvements will got to Council for approval Aug. 1

AE2S develop cost estimate for Fufeng review of generation power supplied to Booster
Station ask Fufeng for decision on whether permanent generator power needed.

Update 10/13/2022: Fufeng has elected not to have generation power, and City has
elected to proceed with generation power at City cost (estimated at $40,000) as City in
event of power outage and for overrall city needs.

See AE2S Preliminary Information Request Checklist (updated as of May 12, 2022)

Note - AE2S data as of May 12, 2022:

1. Peak flows of 3.3 MGD & low flow of 2.11 MGD / anticipate avg flow of 2.64
MGD
2. Plant intends to recycle cooling water adn blowdown managed similar to residuals
stream for water treatment
3. Need exact locations and elevation for discharge site - and need info on locations
Exhibit 3.2.3 Wastewater Discharge Information See Exhibit 3.2.3 for segregated domestic v. industrial
4. Need to confirm pumping requirements into planned booster station.
5. A PFD submitted describing pre-treat processes
6. Solids mgmt plan to City's MSW landfill provided
7. Wastewater characteristics for raw water & pre-treated discharge provided in
several tables
8. Various items of information outstanding
9. Discharge will remain constant over year, 10-20% more in summer v. winter/1-2
day maintenance shutdown per year
10. Detailed mitigation plan needs to be developed.

See AE2S Preliminary Information Request Checklist (updated as of May 12, 2022)

Note - AE2S data as of May 12, 2022:

Exhibit 3.2.3 Potable/Fire Water Supply Information See Exhibit 3.2.3
1. Fufeng stated that its expected daily usage is between 150-200 GPM (with of 2,000
GPM if fire protection is triggered)
2. Exact location for delivery point of potable water needed on formal site plan
submission

Page 2 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT
See AE2S Preliminary Information Request Checklist (updated as of May 12, 2022)

Note - AE2S data as of May 12, 2022:

1. Various items of prelim information outstanding

Exhibit 3.2.3 Stormwater Information See Exhibit 3.2.3
Update 12/29/22: Preliminary information has been updated and provided through bi-
weekly briefings/updates City has had with Fufeng - given complexities of this project,
the Development Agreement and parties recognize the process to work through and
obtain variosu items of information, and the terms and conditions would be an iterative
and an on-going process

See AE2S Preliminary Information Request Checklist (updated as of May 12, 2022)

Note - AE2S data as of May 12, 2022:

1. Construction vehicles - contractor trucks to large heavy equipment

(cranes/excavators etc)
2. Wide load shipments will also need access to site
Exhibit 3.2.3 Transportation Information See Exhibit 3.2.3
3. Various items of prelim information outstanding

Update 12/29/22: Preliminary information has been updated and provided through bi-
weekly briefings/updates City has had with Fufeng - given complexities of this project,
the Development Agreement and parties recognize the process to work through and
obtain variosu items of information, and the terms and conditions would be an iterative
and an on-going process

See AE2S Preliminary Information Request Checklist (updated as of May 12, 2022)

Note - AE2S data as of May 12, 2022:

1. Fufeng states there will be two 20,000 sq. foot temp warehouses at location TBD
for construction that may be converted to permanent
2. Fufeng notes Class I or II onsite combustible dust will be present is areas of grain
Exhibit 3.2.3 Building Inspections and Permits Information See Exhibit 3.2.3 handling, loadout and packaging, and some areas of processing aids are handled.
3. Prelim information outstanding

Update 12/29/22: Preliminary information has been updated and provided through bi-
weekly briefings/updates City has had with Fufeng - given complexities of this project,
the Development Agreement and parties recognize the process to work through and
obtain variosu items of information, and the terms and conditions would be an iterative
and an on-going process

Page 3 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT

See AE2S Preliminary Information Request Checklist (updated as of May 12, 2022)

Note - AE2S data as of May 12, 2022:

1. Solid waste profile as to source & tonnage provided but charasteristics needed
2. Prelim information outstanding

Exhibit 3.2.3 Solid Waste Information See Exhibit 3.2.3 Update 12/29/22: An overall nutrient management plan has not been provided. A draft
Land Application Plan for the planned land application of biosolids has been provided
for information but is lacking the overall information needed for a Nutrient Management
Plan. Further, preliminary information has been updated and provided through bi-weekly
briefings/updates City has had with Fufeng - given complexities of this project, the
Development Agreement and parties recognize the process to work through and obtain
variosu items of information, and the terms and conditions would be an iterative and an
on-going process

See AE2S Preliminary Information Request Checklist (updated as of May 12, 2022)

Note - AE2S data as of May 12, 2022:

1. Info received on visual and thermal plume

2. Info received on souces and intended mgmt practices for dust
3. Info received on sources of plant odor & intended mgmt practices
4. Info received on sources of noise and intended mgmt practices - use of low noise
equipment and silencers and acoustical insulation where appropriate (prelim info
appears to be adequate and meets industry stds)
5. Info received on roster of hazardous materials managed on site
6. Prelim information outstanding
Exhibit 3.2.3 General Environmental Considerations Information See Exhibit 3.2.3
Thermal Plume Analysis completed - no adverse impace for Commercial flights/UND
aircraft, slight impact to light sport aircraft. May need mitigation with airport
notification during possible operation upset - MOU to address

Update 12/29/22:
1. Air Permit Application Received October 24
2. Solids/Nutrient Management Plan Recieved November 21
3. Preliminary information has been updated and provided through bi-weekly
briefings/updates City has had with Fufeng - given complexities of this project, the
Development Agreement and parties recognize the process to work through and obtain
variosu items of information, and the terms and conditions would be an iterative and an
on-going process

Page 4 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT

See AE2S Preliminary Information Request Checklist (updated as of May 12, 2022)

Note - AE2S data as of May 12, 2022:

1. Temp potable water as soon as possible (otherwise 10/2023)

2. Raw Water - 10/2023
3. Domestic wastewater service - temp as soon as possible (otherwise 10/2023)
4. Industrial Wastewater service - 10/2023 minor flows with RO & CHP startup -
domestic separated - 4/2024 approx. 60% flow & load and 10/2024 at 100% flow &
Exhibit 3.2.3 Schedule Consideration Information See Exhibit 3.2.3
load
5. Site access - April, 2022 - access point may change at different points of
construction
6. Project heavy hauls: Excavation - April, 2022 / Foundation contractors 8/2022 /
other heavy hauls Spring 2023
7. Paving desired completion: 33rd Ave N - April 2024 / 27th Ave N - Sept. 2023

Update 12/29/22: Comprehensive Schedule Update Underway due to delays created by

CFIUS Review Process

Preliminary drafts of GF Plant Development Plans, when completed, to:

1. City Engineer,
2. City Outside Engineer, The Developer shall promptly provide the City Engineer, City Outside Engineer, City
3. City Planner, Planner, City Inspector, City Fire Code Official, City Water Works Director and City
Section 3.2.3(b) Update 12/29/22: No drafts completed as of 12/20/2022.
4. City Inspector, Administrator, for their respective review and comment, preliminary and final drafts of
5. City Fire Code Official, all or any part of the GF Plant Development Plans when the drafts have been completed.
6. City Water Works Director, and
7. City Administrator

Final drafts of GF Plant Development Plans, when completed, to:

1. City Engineer,
2. City Outside Engineer, The Developer shall promptly provide the City Engineer, City Outside Engineer, City
3. City Planner, Planner, City Inspector, City Fire Code Official, City Water Works Director and City
Section 3.2.3(b) Update 12/29/22: No drafts completed as of 12/20/2022.
4. City Inspector, Administrator, for their respective review and comment, preliminary and final drafts of
5. City Fire Code Official, all or any part of the GF Plant Development Plans when the drafts have been completed.
6. City Water Works Director, and
7. City Administrator

The City Engineer, City Outside Engineer, City Planner, City Inspector, City Fire Code
Official, City Water Works Director and City Administrator and the Developer, as well
as the Developer Engineer and Architect as necessary, shall meet as often as is necessary
to discuss and work in Good Faith in reaching consensus and to resolve any comments
or issues from the review by the City Engineer, City Outside Engineer, City Planner,
City Inspector, City Fire Code Official, City Water Works Director and City
Section 3.2.3(c) Finalize GF Plant Development Plans Administrator review of the GF Plant Development Plans described in this Section 3.2.3 Update 12/29/22: No drafts completed as of 12/20/2022.
to arrive at finalized GF Plant Development Plans. In the event any comment or issue
raised by the City Engineer, City Outside Engineer, City Planner, City Inspector, City
Fire Code Official, City Water Works Director and City Administrator that relates to the
Construction of the City Infrastructure is not resolved through the process described in
this Section 3.2.3, the decision of the City Administrator on such term shall be final,
prevail and be incorporated into the final GF Plant Development Plans.

Page 5 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT
The City Engineer, City Outside Engineer, City Planner, City Inspector, City Fire Code
Official, City Water Works Director and City Administrator shall determine, in the
Determine GF Plant Development Plans meet all applicable engineering, construction exercise of their respective discretion, exercised in Good Faith, that the GF Plant
and land development & planning standards & requirements and all Governmental Development Plans (preliminary drafts and/or final) meet all applicable engineering,
Requirements or other policy or standard of the City construction and land development and planning standards and requirements, all
Governmental Requirements (including but not limited to standards and requirements of
Determination made by: the City Code), other policy or standard of the City and Good Industry Practice. In the
event the City Engineer, City Outside Engineer, City Planner, City Inspector, City Fire
Section 3.2.3(d) 1. City Engineer, Code Official, City Water Works Director and/or City Administrator finds that all, or Update 12/29/22: No drafts completed as of 12/20/2022.
2. City Outside Engineer, any part of, the GF Plant Development Plans (preliminary drafts and/or final) do not
3. City Planner, meet such standards and requirements, the Developer and/or the Developer Engineer and
4. City Inspector, Architect shall modify, amend and change the GF Plant Development Plans to remedy
5. City Fire Code Official, the unacceptable provisions. The modified, amended or changed GF Plant Development
6. City Water Works Director, and Plans shall likewise be subject to review by the City Engineer, City Outside Engineer,
7. City Administrator City Planner, City Inspector, City Fire Code Official, City Water Works Director and
City Administrator, to determine whether such plans do comply with the herein
described standards, requirements and specifications.

The City shall promptly provide to the Developer and the Developer Engineer and
Architect for review and comment, preliminary and final drafts of all or any part of the
Update 12/29/22: Stormwater Pond Plans have been provided. Annexation Area Utility
City Infrastructure Plans after the such preliminary or final plans, as the case may be,
Preliminary drafts of City Infrastructure Plans to Developer (subject to critical Plans are in development and review with City Engineering. Further, the stormwater
Section 3.2.4(a) have been completed, provided, however, any or all of the City Infrastructure Plans that
infrastructure information is not disclosed) pond and discharge were constructed on lot conveyed by Fufeng to City built based on
are confidential or otherwise exempt from disclosure under any Governmental
maximum impervous surface as per zoning ordinances.
Requirement, including but not limited to under N.D.C.C. §§ 44-04-24 or 44-04-25,
shall not be disclosed by the City.

The City shall promptly provide to the Developer and the Developer Engineer and
Architect for review and comment, preliminary and final drafts of all or any part of the
City Infrastructure Plans after the such preliminary or final plans, as the case may be, Update 12/29/22: Final Stormwater Pond Plans have been provided. Further, the
Final drafts of City Infrastructure Plans to Developer (subject to critical infrastructure
Section 3.2.4(a) have been completed, provided, however, any or all of the City Infrastructure Plans that stormwater pond and discharge were constructed on lot conveyed by Fufeng to City
information is not disclosed)
are confidential or otherwise exempt from disclosure under any Governmental based on maximum impervous surface as per zoning ordinances.
Requirement, including but not limited to under N.D.C.C. §§ 44-04-24 or 44-04-25,
shall not be disclosed by the City.

The City Engineer, City Outside Engineer, City Planner, City Inspector, City Fire Code
Official, City and the Developer Engineer and Architect shall meet as often as is
necessary to discuss and work in Good Faith in reaching consensus and to resolve any
Resolve any of Developers comments or issues with City Infrastructure Plans - City comments or issues from the Developer Engineer and Architect’s review of the City
Section 3.2.4(b)
Administrator's decision on such matters prevails Infrastructure Plans described in this Section 3.2.4. In the event any comment or issue
raised by the Developer Engineer and Architect is not resolved through the process
described in Section 3.2.4, then the City Administrator’s decision on such matter shall
prevail and be incorporated into the final City Infrastructure Plans.

The Developer, at the Developer’s sole cost and expense, shall prepare, develop, create
and seek approval for the annexation of the GF Land pursuant to N.D.C.C. ch. 40-51.2,
the City Code and any other annexation Governmental Requirement, it being the mutual 6/6/2022
Section 3.2.8(a) Annexation of the GF Land intention of the parties that Construction of the GF Plant may commence prior to final Documents Recorded 6/8/22 as
approval of the annexation of the GF Land, provided, however, any such Construction Document # 826338 and 826339
shall be subject to and shall comply with all of the terms and conditions of this
Agreement, including but not limited to the provisions of Section 3.2.

Prior to commencing Construction of any portion of the GF Plant or the City

5/16/2022
Infrastructure, the Developer, at the Developer’s sole cost and expense, shall prepare,
Section 3.2.8(b) Re-plat of GF Land Re-Plat of Peony Resubdivision
develop, create and gain approval of a subdivision plat for the GF Land pursuant to the
approved on May 16, 2022
City Code and any other subdivision platting Governmental Requirement.

Page 6 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT
Prior to commencing Construction of any portion of the GF Plant or the City
Infrastructure, the Developer, at the Developer’s sole cost and expense, shall prepare, 5/16/2022
Section 3.2.8(c) Re-zoning of GF Land develop, create and gain approval of the re-zoning of the GF Land pursuant to the City
Code and any other zoning Governmental Requirement to a zoning district under which PUD approved on May 16, 2022
the Construction and operation of the GF Plant would be a permitted use.

Construction of any part of the City Infrastructure shall be constructed on property

platted as public right of way, within easements granted to the City, or on property
conveyed in fee simple to the City, so as to allow the City to perform construction of the
City Infrastructure and to have access to said City Infrastructure for maintenance and Have draft estimate for reimbursement amount to Fufeng for stormwater pond lot
Plat includes public rights of way; Developer conveys easements and fee simple title repair. The Developer, without compensation or other payment from the City, shall: (1)
Section 3.2.9(h)
City Engineer determines are necessary for Construction of City Infrastructure cause the GF Plant Land to be platted to include public rights of way, (2) convey to the Update 12/29/22: Stormwater pond lot has been conveyed by Fufeng to City; Utility
City easements over and across the GF Plant Land (including temporary Construction Easements have also been conveyed where required on Fufeng Plant Land.
easements and permanent easements) and/or (3) convey fee simple title to the City of
portions of the GF Plant Land, that the City Engineer determines are necessary for the
Construction of all or any part of the City Infrastructure.

Notwithstanding anything to the contrary, the first Business Day after the conditions
described in Section 8.1 are satisfied, the City shall pay the Developer for the area of the
storm water pond in an amount equal to the pre-development per acre purchase price (in
US Dollars) paid by the Developer for that part of the GF Plant Land where the storm Have draft estimate for reimbursement amount to Fufeng for stormwater pond lot
First Business Day after all conditions in Section 8.1 are satisfied, City pays Developer
Section 3.2.9(h) water pond is located, multiplied by the number of acres that is derived from the product
for proportionate amount for City stormwater pond land
of the total number of acres for said storm water pond and the fraction, the numerator of Update 12/29/22: Stormwater pond lot has been conveyed by Fufeng to City.
which is the number of acres not located within the GF Plant Land that is serviced by
such storm water pond and the denominator of which is the total number of acres
serviced by such storm water pond.

During Construction, the Developer and City shall make periodic reports to each other,
in such detail and at such times as may reasonably be requested, as to the actual progress
of Construction of the GF Plant and the City Infrastructure. The Parties expect that Update 12/29/22: Pre-construction and plan development meetings with Fufeng, City
Section 3.2.9(p) Weekly Construction progress meetings
during the Construction of GF Plant and City Infrastructure, representatives of the City and City outside engineers have been occurring on a bi-weekly basis through 12/20/22
and Developer will conduct weekly Construction progress meetings, provided, however,
the Parties may agree to meet more or less often than weekly.

Special Assessment District Process - 27th Avenue N. Paving Infrastructure

Section 4.2.1 Estimate to Fufeng is $549,400

See Section 4.9 and Exhibit 4.9

Special Assessment District Process - 27th Avenue N. Stormwater Infrastructure

Drafts of engineering reports for stormwater pond infrastructure drafted - Project #
Section 4.2.2 Estimate to Fufeng is $268,400
8485.01
See Section 4.9 and Exhibit 4.9

Special Assessment District Process - 27th Avenue N. Sanitary Infrastructure

Section 4.2.3 Estimate to Fufeng is $162,698 Drafts of engineering reports for sanitary sewer infrastructure drafted - Project # 8486

See Section 4.9 and Exhibit 4.9

Special Assessment District Process - 30th-33rd Avenue N. Infrastructure

Section 4.3.1 Estimate to Fufeng is TBD

See Section 4.9 and Exhibit 4.9

Page 7 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT

Special Assessment District Process - Potable Water Infrastructure

Section 4.4.1 Estimate to Fufeng is $0

See Section 4.9 and Exhibit 4.9

Special Assessment District Process - Stormwater Infrastructure

Drafts of engineering reports for stormwater pond infrastructure drafted - Project #
Section 4.4.1 Estimate to Fufeng is $1,011,700
8485.01
See Section 4.9 and Exhibit 4.9

Developer is to deposit the "Developer's Primary Benefit Raw Water Infrastructure

Obligation" into escrow account. The Developer shall pay for all of the costs, expenses and fees of that part of the design
and Construction of the Raw Water Infrastructure described on Exhibit 4.6.1 as the
"Developer's Raw Water Infrastructure Obligation" = Developer's Primary Benefit Raw Developer’s Primary Benefit Raw Water Infrastructure Proportion which exceed the
Water Infrastructure Proportion less outside cost share funds the City may obtain. amount of outside cost share funds described under Section 4.6.2 that may be obtained
Terms of Escrow Agreement have been agreed upon by City/Developer (See approval of
Section 4.6.1 by the City (hereinafter referred to as the “Developer’s Raw Water Infrastructure
Development Agreement)
Developer's Primary Benefit Raw Water Infrastructure Proportion is described on Obligation”). The Developer shall open an account for the benefit of the City and at a
Exhibit 4.6.1. financial institution acceptable to the City (the “Raw Water Escrow Account”) and the
funds deposited therein shall be used to pay and cover the Developer’s Raw Water
See Escrow Agreement at Exhibit 4.6.1A that sets out in detail how to calculate this Infrastructure Obligation.
deposit amount

Five (5) calendar days after the date the General Contract for Raw Water Infrastructure
is awarded, the City (through the Outside Design Engineer) is to calculate the
Developer's "Interim Developer's Raw Water Infrastructure Obligation," - being the
See Sections 1.11 and 2.2.1 of Raw Water Escrow Agreement
Developer's Primary Benefit Raw Water Infrastructure Proportion by applying the
Exhibit 4.6.1A following:
See also Exhibit 2.2.2 for example of calculating the "Interim Developer's Raw Water
(Raw Water Terms of Escrow Agreement have been agreed upon by City/Developer (See approval of
Infrastructure Obligation"
Escrow 1. Total primary general contractor's bid as of the contract award date, plus Development Agreement)
Agreement) 2. Total amount of contract awarded for City's construction engineer, plus
See also Exhibit 4.6.1 regarding the "Developer's Primary Benefit Raw Water
3. Total costs, expense and fees of City's design engineer, plus
Infrastructure Proportion"
4. total other costs, expenses and fees (i.e. legal and land acquisition), less
5. total amount of cost share funds (i.e. ND Dept of Water Resources) the City has been
awarded as of the general construction contract date

Exhibit 4.6.1A
Five (5) calendar days after the receiving "Interim Developer's Raw Water Infrastructure
(Raw Water
Obligation" from the City, Developer is to deposit the calculated amount into escrow See Sections 1.11, 2.2.1 and 2.2.2(a) of Raw Water Escrow Agreement
Escrow
account.
Agreement)

Within 10 business days of any change order/cost overrun or other cost, Developer is to
deposit more funds into escrow account
Exhibit 4.6.1A
See Sections 1.6, 2.2.2(c) of Raw Water Escrow Agreement
(Raw Water The additional amounts are based on "Developer's Proportion."
Escrow
See also Exhibit 2.2.2 for example to calculate "Developer's Proportion"
Agreement) "Developer's Proportion" is a percentage = Developer's Primary Benefit Raw Water
Infrastructure Proportion / total general contractor's bid awarded by the City to Construct
the Raw Water Infrastructure

Page 8 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT
The City has submitted a cost share request to the North Dakota Department of Water
Resources to receive funds to offset a portion of the costs, expense and fees for the pre-
construction design of the Raw Water Infrastructure, and if such pre-construction design
request is approved, will also seek cost-share for the costs, expenses and fees for
Construction of Raw Water Infrastructure. The City will, in Good Faith, pursue
City will pursue cost share with ND Dept of Water Resources securing such funds, including to provide any and all information or data, execute any
Update 12/29/22: Cost Share has been approved for the design elements of the the Raw
Section 4.6.2 and all additional documents and take any and all additional actions reasonably
Water and Potable Water Improvements
Developer will also cooperate in seeking funds requested by the North Dakota Department of Water Resources to secure such cost share
funds. The Developer shall cooperate in Good Faith with the City in the City’s request
for cost share funds from the North Dakota Department of Water Resources, including
to provide any and all information or data, execute any and all additional documents,
and to take any and all additional actions reasonably requested by the City or North
Dakota Department of Water Resources to secure such cost share funds.

Developer is to deposit the "Developer's Primary Benefit Wastewater Infrastructure

Obligation" into escrow account.
The Developer shall pay for all of the costs, expenses and fees of that part of the design Terms of Escrow Agreement have been agreed upon by City/Developer (See approval of
"Developer's Wastewater Infrastructure Obligation" = Developer's Primary Benefit and Construction of the Wastewater Infrastructure described on Exhibit 4.7.1 as the Development Agreement)
Wastewater Infrastructure Proportion less City and County ARPA Funds (total of Developer’s Primary Benefit Wastewater Infrastructure Proportion exceeding the
$6,416,500). amount of outside cost share funds described Exhibit 4.7.1 (hereinafter referred to as the CMAR selection process has commenced for WWTP - this is for the entire WWTP
Section 4.7.1
“Developer’s Wastewater Infrastructure Obligation”). The Developer shall open an improvements (inclusive of already planned improvements)
Developer's Primary Benefit Wastewater Infrastructure Proportion is described on account for the benefit of the City and at a financial institution acceptable to the City
Exhibit 4.7.1. (the “Wastewater Escrow Account”) and the funds deposited therein shall be used to pay Discussion of framework of MOU's implementing conditions and requirements of D.A. -
and cover the Developer’s Wastewater Infrastructure Obligation. for construction and operation of plant
See Escrow Agreement at Exhibit 4.7.1A that sets out in detail how to calculate this
deposit amount

Five (5) calendar days after the date the General Contract for Wastewater Infrastructure
is awarded, the City (through the Outside Design Engineer) is to calculate the Terms of Escrow Agreement have been agreed upon by City/Developer (See approval of
Developer's "Interim Developer's Wastewater Infrastructure Obligation," - being the See Sections 1.11 and 2.2.1 of Wastewater Escrow Agreement Development Agreement)
Developer's Primary Benefit Wastewater Infrastructure Proportion by applying the
Exhibit 4.7.1A
following: See also Exhibit 2.2.2 for example of calculating the "Interim Developer's Wastewater CMAR selection process has commenced for WWTP - this is for the entire WWTP
(Wastewater
Infrastructure Obligation" improvements (inclusive of previously planned improvements)
Escrow
1. Total primary general contractor's bid as of the contract award date, plus
Agreement)
2. Total amount of contract awarded for City's construction engineer, plus See also Exhibit 4.7.1 regarding the "Developer's Primary Benefit Wastewater 12/29/22 Update: The WWTP is in the early phases of final design and a CMAR is
3. Total costs, expense and fees of City's design engineer, plus Infrastructure Proportion" under contract to the City relating to pre-construction stage services. Escrow calculation
4. total other costs, expenses and fees (i.e. legal and land acquisition), less expected to be finalized with completion of CMAR at 60% GMP in April 2023
5. total amount of ARPA funds from City and County (total of $6,416,500)

Exhibit 4.7.1A
Five (5) calendar days after the receiving "Interim Developer's Wastewater Infrastructure
(Wastewater
Obligation" from the City, Developer is to deposit the calculated amount into escrow See Sections 1.11, 2.2.1 and 2.2.2(a) of Wastewater Escrow Agreement
Escrow
account.
Agreement)

Within 10 business days of any change order/cost overrun or other cost, Developer is to
deposit more funds into escrow account
Exhibit 4.7.1A
See Sections 1.6, 2.2.2(c) of Wastewater Escrow Agreement
(Wastewater The additional amounts are based on "Developer's Proportion."
Escrow
See also Exhibit 2.2.2 for example to calculate "Developer's Proportion"
Agreement) "Developer's Proportion" is a percentage = Developer's Primary Benefit Wastewater
Infrastructure Proportion / total general contractor's bid awarded by the City to Construct
the Wastewater Infrastructure

Section 1.5 of
Exhibit 4.7.1A
See Section 1.5 of Wastewater Escrow Agreement (Exhibit 4.7.1A to Development
(Wastewater MOU/Agreement with Grand Forks County to contribute $3,000,000 of ARPA funds
Agreement)
Escrow
Agreement)

Page 9 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT
The Developer and City agree to negotiate in Good Faith the terms and conditions of a
final Utility Service Contract for the public utility service and usage of the GF Plant and
the attendant Public Utility Rates, which agreement shall include provisions that are
described in this Section 5.

Except for the rates for raw water use and wastewater discharge during the Initial Raw
Utility Service Contract for City's public utility services
Water Rate Period and Initial Wastewater Rate Period, as described in Section 5.3 and
Section 5.1.2 Section 5.4, respectively, nothing in this Agreement or the Utility Service Contract shall
At "Public Utility Rates"
alter, modify, change or in any manner limit any right, authority and discretion of the
Section 5.1.3 City in setting the method of calculation or the utility charges, rates and fees, (including
Except for Initial Raw Water Rate Period and Initial Wastewater Rate Period, "Public
but not limited to the discretion described in City Code § 15-0601). Further, nothing in
Utility Rates are set by Council, including by application of City Code Section 15-0601
this Agreement or the Utility Service Contract (including the application of the Initial
Raw Water Rate or Initial Wastewater Rate) shall alter, modify, change or in any
manner limit any right, authority and remedy of the City to collect such utility charges,
rates and fees, to assess and collect surcharges, additional charges, late fees, delinquent
fees, or to impose other sanctions authorized by the City Code or other Governmental
Requirement.

The Developer, at the time the GF Plant is Finally Completed, shall pay the sewer
hookup fee in an amount which shall be derived by applying the City’s sewer
connection fee formula (total square footage divided by 200, and the result from this
Sewer Connection Fee is calculated and paid when GF Plant is Finally Completed
quotient then multiplied by the $8.00 fee) to the total net square footage within the
Current Development Area.
Based on total square footage currently developed
Section 5.2.2
The Developer, at the time any development requiring sewer services on the Currently
When balance of property is developed that requires sewer services, the balance of sewer
Unused Area of the GF Plant is Finally Completed, shall pay a sewer hookup fee in an
connection fee is paid
amount which is derived by applying the City’s sewer connection fee formula (total
square footage divided by 200, and the result from this quotient then multiplied by the
$8.00 fee) to the total net square footage of the Currently Unused Area.

For the period commencing on the Calendar Day of initial start-up of the GF Plant and
terminating at 11:59 p.m. central time on December 31 of the year in which the ten (10)
Initial Raw Water Rate
Section 5.3.1 year anniversary of the initial start-up of the GF Plant occurs (the “Initial Raw Water
Rate Period”), the Developer shall be assessed and charged, and shall pay the City for
Starts Initial Start-up and ends December 31 of 10 year anniversary of start up - "Initial
Exhibit 5.3.1 each kilogallon (kgal) of raw water provided to the Developer and the GF Plant at a rate
Raw Water Rate Period"
calculated by applying the Incremental Cost of Service Analysis calculation method
described on Exhibit 5.3.1 (the “Initial Raw Water Rate”).

A preliminary Initial Raw Water Rate shall be calculated by the City within 60 Business
Days after the Raw Water Infrastructure is Substantially Completed. The preliminary
60 Business Days after Raw Water Infrastructure is Substantially Completed - the
Section 5.3.2 Initial Raw Water Rate shall be based on known costs, expenses and fees incurred and
preliminary Initial Raw Water Rate is calculated by City based on known costs and
an estimate of Level of Service as of the date the Raw Water Infrastructure is
estimate of Level of Service as of Substantially Completed date, and estimate of
Exhibit 5.3.1 Substantially Completed and an estimate of additional costs, expenses and fees
additional costs to cause Raw Water Infrastructure is Finally Completed
anticipated to be incurred to cause the Raw Water Infrastructure to be Finally
Completed.

The final calculation of the Initial Raw Water Rate shall be made by the City within 60
Section 5.3.2
60 Business Days after Raw Water Infrastructure is Finally Completed - the final Initial Business Days after the Raw Water Infrastructure is Finally Completed and the total
Raw Water rate is calculated based on final costs and expenses and Level of Service final costs, expenses and fees for the Raw Water Infrastructure and the Level of Service
Exhibit 5.3.1
have been determined.

On January 1 of each year during Initial Raw Water Rate Period, the Initial Raw Water
Rate (either the preliminary or final as described in Section 5.3.2) shall be adjusted and
modified for inflation, based on the inflation rate set out in Table 2 of the Consumer
Section 5.3.3 January 1 of each year - adjust Initial Raw Water Rate based on CPI
Price Index for all items expenditure category issued by the Federal Bureau of Labor
Statistics for the month of January each year and the adjusted and modified Initial Raw
Water Rate shall apply for such calendar year.

Page 10 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
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SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT

st
From and after the 1 day of January immediately succeeding the termination of the
Initial Raw Water Rate Period, the charge, rate and fee for each kilogallon (kgal) of raw
water provided to the Developer and the GF Plant shall be determined under the then
Section 5.3.5 After Initial Raw Water Period, Raw Water rates based on existing rates and Fully
existing calculation and charge, rate and fee established under and pursuant to the City
Proportional Cost of Service Analysis consistent with rates applied to other industrial
Code and based upon a Fully Proportional Cost of Service Analysis calculation
Exhibit 5.3.1 utility users
consistent with all other City industrial utility users, including applying the same cost of
service analysis and rate making strategies and processes that are applied for other
industrial utility users of the City.

By the 1st day of February of each year during Initial Raw Water Rate Period, the City
February 1 of each year of the 10 yr. Initial Raw Water Rate Period - City provide side-
shall provide to the Developer a side-by-side comparison of what a Fully Proportional
by-side comparison of Fully Proportional Cost of Service Analysis
Section 5.3.6 Cost of Service Analysis rate would be for the Developer’s raw water utility use for the
upcoming calendar year and the applicable Initial Raw Water Rate for said upcoming
City will also meet annually to review comparison
calendar year (after adjustment under Section 5.3.3).

For the period commencing on the Calendar Day of initial start-up of the GF Plant and
terminating at 11:59 p.m. central time on December 31 of the year in which the ten (10)
Section 5.4.1 Initial Wastewater Rate year anniversary of the initial start-up of the GF Plant occurs (the “Initial Wastewater
Rate Period”), the Developer shall be assessed and charged, and pay the City for each
Exhibit 5.4.1 Starts Initial Start-up and ends December 31 of 10 year anniversary of start up kilogallon (kgal) of wastewater discharged from the GF Plant at a rate calculated by
applying the Incremental Cost of Service Analysis calculation method described on
Exhibit 5.4.1 (the “Initial Wastewater Rate”).

A preliminary Initial Wastewater Rate shall be calculated by the City within 60 Business
60 Business Days after Wastewater Infrastructure is Substantially Completed - the Days after the Wastewater Infrastructure is Substantially Completed. The preliminary
Section 5.4.2
preliminary Initial Wastewater Rate is calculated by City based on known costs and Initial Wastewater Rate shall be based on known costs, expenses and fees incurred and
estimate of Level of Service as of Substantially Completed date, and estimate of estimate of Level of Service as of the date the Wastewater Infrastructure is Substantially
Exhibit 5.4.1
additional costs to cause Wastewater Infrastructure is Finally Completed Completed and an estimate of additional costs, expenses and fees anticipated to be
incurred to cause the Wastewater Infrastructure to be Finally Completed.

The final calculation of the Initial Wastewater Rate shall be made by the City within 60
Section 5.4.2
60 Business Days after Wastewater Infrastructure is Finally Completed - the final Initial Business Days after the Wastewater Infrastructure is Finally Completed and the total
Wastewater rate is calculated based on final costs and expenses and Level of Service final costs, expenses and fees and the Level of Service for the Wastewater Infrastructure
Exhibit 5.4.1
have been determined.

On January 1 each year during Initial Wastewater Rate Period, the Initial Wastewater
Rate shall be adjusted and modified for inflation, based on the inflation rate set out in
Section 5.4.3 January 1 of each year - adjust Initial Wastewater Rate based on CPI Table 2 of the Consumer Price Index for all items expenditure category issued by the
Federal Bureau of Labor Statistics for the month of January each year, and the adjusted
and modified Initial Wastewater Water Rate shall apply for such calendar year.

From and after the 1st day of January immediately succeeding the termination of the
Initial Wastewater Rate Period, the charge, rate and fee for each kilogallon (kgal) of
wastewater discharged from the GF Plant shall be determined under the then existing
Section 5.4.5 After Initial Wastewater Period, Wastewater rates based on existing rates and Fully
calculation and charge, rate and fee established under and pursuant to the City Code and
Proportional Cost of Service Analysis consistent with rates applied to other industrial
based upon a Fully Proportional Cost of Service Analysis calculation consistent with all
Exhibit 5.4.1 utility users
other City industrial utility users, including applying the same cost of service analysis
and rate making strategies and processes that are applied for other industrial utility users
of the City.

By the 1st day of February of each year during Initial Wastewater Rate Period, the City
February 1 of each year of the 10 yr. Initial Wastewater Rate Period - City provide side-
shall provide to the Developer a side-by-side comparison of what a Fully Proportional
by-side comparison of Fully Proportional Cost of Service Analysis
Section 5.4.6 Cost of Service Analysis rate would be for the Developer’s wastewater utility use for the
upcoming calendar year and the applicable Initial Raw Water Rate for said upcoming
City will also meet annually to review comparison
calendar year (after adjustment under Section 5.4.3).

Page 11 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT
Pursuant to the requirements of Chapter XV of the City Code, the Developer shall be
Section 5.4.8(b) Developer obtain Industrial Waste Permit required to obtain an Industrial Waste Permit from the City outlining specific industrial
discharge requirements from the GF Plant

The Developer shall provide to the City Water Works Director and City Administrator a
description and diagram of the GF Plant wastewater pre-treatment processes and
Developer shall provide description & diagram of pre-treatment process & anticipated Update 12/29/22: Prelmininary schematics have been provided to City and have been
Section 5.4.8(e) anticipated performance guaranties of such processes. Any change or modification of
performance guaranties reviewed by 3rd Party Consultant
such pre-treatment processes shall be subject to prior review and written approval by the
City Water Works Director and City Administrator.

The Developer shall provide to the City Administrator a description and diagram of the
Developer provide to City Administrator description and diagram of solid waste process GF Plant solid waste processes and anticipated performance guaranties of such
Section 5.6
and anticipated performance guaranties processes. Any change or modification of such solid waste processes shall be subject to
prior review and written approval by the City Administrator.

3/7/2022 (approved)
Section 6 PILOT PILOT Agreement approved 3/7/2022 & executed May 11, 2022
5/11/2022 (signed agreement)

Have sent redlined drafts to MUFG - last sent on 6/1/2022 and status on 6/6/2022

Have confirmed MUFG is subject to US federal and state banking laws - see Jennifer
Hanson e-mail
The Letter of Credit shall be issued and remain effective from and after the Letter of
$5,000,000 Letter of Credit Credit Effective Date and until the Calendar Day in which GF Plant is Substantially Confirmed MUFG meets ratinng criteria of Standards & Poor/Moody's per Section 1.46
Completed and the Developer has paid the City the amount described in Section of Development Agreement - See Mike Vatsndal e-mail
COW approved LOW 6-13-2022
From Letter of Credit Effective Date = 5 Calendar Days after LOC approved by City 7.2.2(a). The City may only draw upon the Letter of Credit upon (a) an event of default
Attorney by the Developer and after giving Developer written notice and 30 days to cure such COW Approved 6/13/2022
City Council approved LOC, with
default or (b) a termination of the Agreement under Section 8.5 or Section 9.4.
Section 7.1 modifications, 6/20/22
Continues until Substantially Completed and paid pre-assessment costs under Section Following the Calendar Day in which GF Plant is Substantially Completed and the City Council Approved, with modifications, 6/20/22
7.2.2(a) Developer has paid the City the amount described in Section 7.2.2(a), the Developer’s
City Council approved amended DA
requirement to maintain a Letter of Credit shall terminate. As used herein, the “Letter of Modification to DA approved by Fufeng (7-18-2022) for draw on LOC for non-
on 8/1/22 relating to LOC
Substantially Completed (Section 1.65) - can be used for intended purposes and Credit Effective Date” shall be five (5) Calendar Days after the date the form and the renew/non-replace and also allow for Fufeng to deposit $5M instead of getting
operational and producing saleable products terms of the Letter of Credit have been approved by the City Attorney pursuant to replacment LOC
Section 1.46.
Need to present amendment to DA for approval by City Council - expect that will be
presented at 7/25/2022 COW and 8/1/22 City Council.

City Council Approved Amendment to DA at August 1, 2022 City Council meeting

Section 8.1.1 (City

The GF Plant Development Plans and the City Infrastructure Plans have been finalized Update 12/29/22: Final Stormwater Pond Plans have been provided. Phase 1
Condition GF Plant Development & City Infrastructure Plans have been finalized
and approved by the Parties. Annexation Area Utilities in Final Design
Precedent)

Section 8.1.2 (City

The Utility Service Contract has been finalized, approved and entered into by the
Condition Utility Service Contract approved and entered into
Parties.
Precedent)

Page 12 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
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SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT

Fufeng has submitted to CFIUS review.

On August 31, 2022, CFIUS responded that the information provided was not sufficient
for it to assess the transaction (being the acquistion of assets in the vicinity of Grand
Forks), and requesting it finle a notice under 31 CFR Part 800, subpart E).
Section 8.1.3 (City The Developer has obtained all required Governmental Requirements and/or all
All Governmental Requirements obtained or satisfied by Developer, including those
Condition Governmental Requirements have been satisfied or obtained for the Construction of the Fufeng, and the selling landowners, did submit informatoin for such a notice to CFIUS.
listed in 8.1.3(a)-(h)
Precedent) GF Plant, including but not limited to [those listed in 8.1.3(a)-(h)
The time for CFIUS to respond is 12/12/2022 but CFIUS may extend time to respond by
another 45 days.

Update 12/13/22: CFIUS detemined the transaction was not a covered transaction and
it did not have authority/jx to review the transaction

Air permit to be submitted in 2 weeks (approx. mid-August)

Thermal Plume Analysis completed - no adverse impace for Commercial flights/UND

aircraft, slight impact to light sport aircraft. May need mitigation with airport
Section 8.1.3(a) notification during possible operation upset - MOU to address
(City Condition Air Permit - NDDEQ Air Permit - Between Industry and State (NDDEQ Air Quality)
Precedent) Update 12/12/22 - Air permit application submtited to ND DEQ received and has been
preliminarily reviewed by City consultant B&V .

Update 12/22/22 - Fufeng is working on an air dispersion model as requested by ND

DEQ

Update 12/20/22: The access road had a construction stormwater permit that was
effective 9-22-22. The stormwater pond had its construction stormwater permit
Section 8.1.3(b) effective 10-20-2022
(City Condition Stormwater Permit - Construction - City Stormwater Permit – Site Construction Operations (City)
Precedent) Update 12/29/22: Stormwater Permit was received for early access and laydown area
construction. Full permit for all other site disturbing activities will be submitted with
Final site design Q2 2023

Section 8.1.3(c)
(City Condition Stormwater Permit - Operation - City Stormwater Permit – Industrial Site Operations (NDDEQ Water Quality)
Precedent)

Section 8.1.3(d)
(City Condition Spill Control & Countermeasure Plan - USEPA Spill Control and Countermeasure Plan (USEPA)
Precedent)

Section 8.1.3(e)
(City Condition Industrial Water Permit - City Industrial Waste Permit (City)
Precedent)

Section 8.1.3(f) Local Development Planning, Building Permits, Zoning, Platting, and inspection and
(City Condition Local permits - development/building/zoning/platting/inspection & other permits - City other permits for Construction of the GF Plant, including the payment of all fees for
Precedent) such permits and inspections (City)

Section 8.1.3(g)
Water Supply (Between City and State (North Dakota State Water Commission and Updated 12/29/22: City has determined with NDDWR sufficient existing permit
(City Condition Water Supply - City and ND SWC and Dept of Water Resources
North Dakota Department of Water Resources) capacity exists to supply GF Plant
Precedent)

Section 8.1.3(h)
Diversion & Flood Protection Stormwater Discharge Improvements - US Army Corps of United States Army Corp of Engineers – Diversion and Flood Protection Stormwater Updated 12/29/22: All GF Plant improvements are intended to drain to English Coulee
(City Condition
Engineers Discharge Improvements and avoid direct interface with USACE facilities
Precedent)

Page 13 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT

May 19, 2022 City engaged Cooley Law Firm (Bridget Reineking & Chris Kimball) on
application of CFIUS

Fufeng submitted to CFIUS review.

On August 31, 2022, CFIUS responded that the information provided was not sufficient
for it to assess the transaction (being the acquistion of assets in the vicinity of Grand
Section 8.1.3 (City The Developer has obtained all required Governmental Requirements and/or all
Other Governmental Requirements that may apply (i..e. applicability of CFIUS review Forks), and requesting it finle a notice under 31 CFR Part 800, subpart E).
Condition Governmental Requirements have been satisfied or obtained for the Construction of the
or other governmental requirements)
Precedent) GF Plant, including but not limited to [those listed in 8.1.3(a)-(h)
Fufeng, and the selling landowners, did submit informatoin for such a notice to CFIUS.

The time for CFIUS to respond is 12/12/2022 but CFIUS may extend time to respond by
another 45 days.

Update 12/13/22: CFIUS detemined the transaction was not a covered transaction and
it did not have authority/jx to review the transaction

Section 8.1.4 (City The City has obtained all Governmental Requirements and/or all Governmental
Condition City has obtained or satisfied Governmental Requirements Requirements have been satisfied or obtained for the Construction of the City
Precedent) Infrastructure.

Section 8.1.5 (City The City Engineer and/or City Outside Engineer shall have provided an estimate of the Update 12/29/22: Estimates were provided with execution of orignal development
City Engineer/City Outside Engineer have provided estimate of design and Construction
Condition total costs, expenses and fees as of the Effective Date for the design and Construction of agreement. All estimates are currently being updated as design of City Infrastructure
costs for City Infrastructure
Precedent) the City Infrastructure, based on the Infrastructure Assumptions. Progresses

The City Engineer and/or City Outside Engineer shall have provided to the City an
Section 8.1.6 (City City Engineer/City Outside Engineer have provided estimate of design and Construction engineer’s estimate of the total costs, expenses and fees for the design and Construction
Condition costs for City Infrastructure based on finalized and approved Plans and such expenses of the City Infrastructure, based on the finalized and approved City Infrastructure Plans,
Precedent) do not exceed 150% of the estimate under Section 8.1.5 and such costs, expenses and fees do not exceed 150% of the estimated costs, expenses
and fees described in Section 8.1.5.

The City, by and through the City Council, has approved the primary general
Section 8.1.7 (City
Contract for Raw Water Infrastructure approved & Developer has deposited money into contractor’s bid amount for the Construction of the Raw Water Infrastructure and the
Condition
escrow account Developer has deposited into the Raw Water Escrow Account the amount required
Precedent)
under Section 2.2 of the Raw Water Escrow Agreement.

The City, by and through the City Council, has approved the primary general
Section 8.1.8 (City
Contract for Wastewater Infrastructure approved & Developer has deposited money into contractor’s bid amount for the Construction of the Wastewater Infrastructure and the
Condition
escrow account Developer has deposited into the Wastewater Escrow Account the amount required
Precedent)
under Section 2.2 of the Wastewater Escrow Agreement.

Section 8.1.9 (City The Developer and/or Developer Engineer and Architect has provided to the City a
Developer has provide written opinion date GF Plant will be Finally Completed is not
Condition written opinion estimating the date the GF Plant will be Finally Completed that are not
more than 90 business days after Developer's targeted date
Precedent) more than 90 Business Days after the targeted dated described in Section 3.2.6 above.

Page 14 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
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SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT
No determination by City, in Good Faith, City Infrastructure has become inadvisable or
impracticable due to
There has been no determination by the City, acting in Good Faith, that Construction of
the City Infrastructure has become inadvisable or impracticable due to (a) a Change in
1. Change in Law
Law, (b) a Change in Assumptions, (c) the institution or threat by any Governmental
Section 8.1.10 2. Change in Assumptions
Authority of litigation, proceedings or other legal or equitable action against the
(City Condition 3. Institution or threat by Governmental Authority of litigation, proceeding, or other
Developer or the City, (d) any material adverse change in the Construction of the GF
Precedent) legal or equitable action against Developer/City
Plant or City Infrastructure and/or the operations of the Developer, the GF Plant or the
4. Material adverse change in Construction of GF Plant/City Infrastructure/operations of
City, or (e) material adverse change in the any Governmental Requirement applicable to
Developer/GF Plant/City
the Developer, the GF Plant, the City or the City Infrastructure.
5. Material adverse change in any Government Requirement applicable to Developer/GF
Plant/City/City Infrastructure

The Developer has consented to the issuance of bonds or other financing mechanism for
all or any part of the costs, expenses and fees for the design and Construction of the City
Infrastructure, and to the extent the City seeks to impose a special assessment and/or
Section 8.1.11 Developer consented bonds or other financing for City Infrastructure costs
utility charges, rates and fees upon the Developer, the GF Plant and/or the GF Land, for
(City Condition
the repayment of such bond or other financing mechanism, the Developer has provided
Precedent) Developer consents to special assessments
its consent to such assessment, charge, rate and fee and has waived any irregularity with
regard to the creation of such assessment, charge, rate and fee, including any appeal
(pursuant to N.D.C.C. § 28-34-01 or under any other Governmental Requirement).

The City Engineer, in the exercise of the City Engineer’s discretion, has determined the
Section 8.1.12 City has possession of all necessary property rights, titles and interests, including but not
City Engineer has determined all property rights for City Infrastructure has been
(City Condition limited to fee simple title ownership, easements (temporary and/or permanent
obtained
Precedent) easements) and/or platted public right of way dedications, to permit the Construction
and subsequent access to and maintenance and repair of the City Infrastructure.

Section 8.1.13
(City Condition Conditions under 8.2 satisfied - issuance of bonds for financing The conditions described in Section 8.2 have been satisfied.
Precedent)

Section 8.1.14
(City Condition Developer's conditions have been satisfied The conditions described in Section 9 have been satisfied.
Precedent)

Update 12/20/22: The proposed wastewater pretreatment process has been provided to
the City team and the engineers have reviewed. Thus far, it appears the process will be
The City Water Works Director and City Administrator, in the exercise of their
Section 8.1.15 adequate. An update on the pretreatment process was provided to the COW on 7-25-22.
City Water Works Director & City Administrator determined wastewater pre-treatment discretion, have each determined the description and diagram of the GF Plant
(City Condition Eventually an MOU/utility agreement will be developed.
processes are acceptable wastewater pre-treatment processes and anticipated performance guaranties of such
Precedent)
processes provided by the Developer under Section 5.4.8 are acceptable.
Update 12/29/22: Preliminary determination has been made. City is awaitng further
design deliverable from Fufeng

Update 12/20/22: – Discussions have been ongoing regarding nutrient management

The City Administrator, in the exercise of their discretion, has determined the plan between Fufeng, their consultants, the City team and ND DEQ. The nutrient
Section 8.1.16
description and diagram of the GF Plant solid waste processes and anticipated management plan has been submitted to ND DEQ for its review and approval.
(City Condition City Administrator has determined solid waste process have been satisfied
performance guaranties of such processes provided by the Developer under Section 5.6
Precedent)
are acceptable. Update 12/29/22: Nutrient management plan has been submitted to 3rd Party
Consultant and DEQ for review

A vehicular traffic study and a rail transportation study have been received by the City,
Traffic study report is completed - to be presented at 7/25/2022 COW
Section 8.1.17 Vehicular traffic & rail transportation study received & City Engineer/City Planner/City and the City Engineer, City Planner and City Administrator, and in Good Faith and in
(City Condition Administrator determined no material adverse impact on vehicle/rail needs and the exercise of their reasonable discretion, each have determined that after the GF Plant
Create MOU implementing conditions and requirements of D.A. - for construction and
Precedent) requirements of City and City Infrastructure are Finally Completed, there will be no material adverse impact
operation of plant
on the vehicular traffic and rail transportation needs and requirements of the City.

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SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT
Study and evaluation of odor has commenced - presentation to COW on 7/25/2022

In general, what Fufeng has presented and has been reviewed as of 7/2022 is appropriate
An odor study has been received by the City, and the City Inspector, City Planner and
technology
Section 8.1.18 Odor study received and City Inspector, City Planner and City Administrator have City Administrator, and in Good Faith and in the exercise of their reasonable discretion,
(City Condition determined no materially significant noxious or offensive odors will originate from GF have each determined that after the GF Plant is Finally Completed and operational there
Further analysis to assure robust equpment is chosen and site plan reviews prior to
Precedent) Plant will be no materially significant noxious or offensive odors originating from the GF
equipment purchase
Plant.
Create MOU implementing conditions and requirements of D.A. - for construction and
operation of plant

Meeting with OneOK on 6/10/2022 to discuss agreements

Franchise Agreement or equivalent for natural gas

Section 8.1.19
All applicable agreements with City to supply natural gas to GF Plant have been entered All applicable agreements have been entered into between a supplier of natural gas and
(City Condition
into the City for such supplier to provide natural gas service to the GF Plant. Move forward with agreement(s) for natural gas
Precedent)
Update 12/29/22: Draft license agreement has been sent to OneOK/Viking for
encroachment in City ROW.

Relocation agreement for existing

The City has reached an agreement with any applicable rural water district (that may Agassiz pipelines completed 7-18-
Section 8.1.20 Have agreement for relocation fully negotiated and has been signed by parties
Agreement with rural water district for city to provide potable, raw and other water currently provide water service or has the right to provide water service to the area that 2022
(City Condition
service to GF Plant/GF Land includes the GF Land), for the City to provide potable, raw and other applicable water
Precedent) Need agreement for long-term service - to be worked on with Agassiz
service to the GF Plant and GF Land. 12/29/22 Update: Relocation of
Agassiz pipeline has been completed

Section 8.1.21
There has been no event of default under this Agreement, the Other Development
(City Condition No event of default by Developer under agreements entered into with Developer
Agreements or any other agreement by and between the Developer and the City.
Precedent)

A plan and study has been received by the City evaluating the City’s public safety,
health, welfare and security systems and measures, including for fire protection, police
Plan & Study received - public safety, health, welfare, and security systems and protection, ambulance services and other emergency responder services, and the
Section 8.1.22 measures (Public Safety Plan) requirements thereof resulting from the Construction and operation of the GF Plant (the
(City Condition “Public Safety Plan”). In the event the Public Safety Plan concludes additional
Precedent) If additional measures - then parties shall negotiate agreement for recovery of such measures, over and above the public, health, welfare and security systems and measures
additional measure costs in place as of the Effective Date are required to be dedicated for the Construction and
operation GF Plant, the Parties shall, in Good Faith, negotiate an agreement for the
recovery of the costs and expense for such additional measures.

Section 8.1.23
The Developer has provided the City written notice that it has determined that the
(City Condition Developer has provided notice conditions in is favor have been satisfied
conditions of Section 9.1 have been satisfied.
Precedent)

Section 8.2.1 (City

The issuance of the bonds or entering into any other financing mechanism has been
Condition Bonds/financing for City Infrastructure approved by City Council
approved by the City Council.
Precedent)

Section 8.2.2 (City

As of the date such bond issuance or other financing mechanism are approved by the
Condition All conditions in Section 8.1 have been satisfied
City Council, all of the conditions described in Section 8.1 have been satisfied.
Precedent)

As of the date such bond issuance or other financing mechanism, there has been no
Section 8.2.3 (City
event of default under this Agreement, Master Development Plans, the Other
Condition No default by Developer under agreements with City
Development Agreements or any other agreement by and between the Developer and the
Precedent)
City.

Page 16 of 17 Rev Date: 12/30/2022

 FUFENG DEVELOPMENT AGREEMENT
CONDITIONS-REQUIREMENTS-TASK LIST

Updated 7/22/2022

SECTION
SUMMARY OF CONDITION-REQUIREMENT-TASK DEVELOPMENT AGREEMENT LANGUAGE NOTES DATE COMPLETED/SATISFIED
& EXHIBIT
Section 8.2.4 (City
As of the date such bond issuance or other financing mechanism, the representations
Condition Representations in Section 10 are true and correct
and warranties of the Developer, described in Section 10, are true and correct
Precedent)

Section 9.1.1
The GF Plant Development Plans and the City Infrastructure Plans have been finalized
(Developer GF Plant Development & City Infrastructure Plans have been finalized
and approved by the Parties.
Condition)

Section 9.1.2
The Utility Service Contract has been finalized, approved and entered into by the
(Developer Utility Service Contract approved and entered into
Parties.
Condition)

No determination by Developer, in Good Faith, GF Plant has become inadvisable or

impracticable due to There has been no determination by the Developer, acting in Good Faith, that
Construction of the GF Plant has become inadvisable or impracticable due to (a) a
1. Change in Law Change in Law, (b) a Change in Assumptions, (c) the institution or threat by any person
Section 9.1.3 2. Change in Assumptions or any Governmental Authority of litigation, proceedings or other legal or equitable
(Developer 3. Institution or threat by Governmental Authority of litigation, proceeding, or other action against the Developer or the City, (d) any material adverse change in the
Condition) legal or equitable action against Developer/City Construction of the GF Plant or City Infrastructure and/or the operations of the
4. Material adverse change in Construction of GF Plant/City Infrastructure/operations of Developer, the GF Plant or the City, or (e) material adverse change in any Governmental
Developer/GF Plant/City Requirement applicable to the Developer, the GF Plant, the City or the City
5. Material adverse change in any Government Requirement applicable to Developer/GF Infrastructure.
Plant/City/City Infrastructure

Section 9.1.4 The City has arranged for the issuance of bonds or other financing mechanism for all or
(Developer City arranged for bonds/financing for City Infrastructure any part of the costs, expenses and fees for the design and Construction of the City
Condition) Infrastructure.

The $10,000,000 of funds, as described in Subsection 1 of Section 1 of Senate Bill 2345

Section 9.1.5 SB 2345 Passed During 2021 Special Session
$10,000,000 funds is appropriated under Senate Bill 2345 of 2021 special session for of 2021 North Dakota Legislature’s Special Session, is appropriated for the installation
(Developer
natural gas pipeline to provide gas for GF Plant of an additional pipeline to the City to provide natural gas supplies for the operation of
Condition) 12/29/22 Update: Industrial Commission is still reviewing application by OneOK
the GF Plant.

Section 9.1.6
The Developer has obtained an exemption of net income taxes pursuant to under
(Developer Developer has obtained exemption of net income taxes under NDCC 40-57.1-04
N.D.C.C. § 40-57.1-04.
Condition)

Section 9.1.7
The Developer has obtained the sales and use tax exemption pursuant to N.D.C.C. § 57-
(Developer Developer has obtained sales/use tax exemption under NDCC 57-39.2-04.4
39.2-04.4.
Condition)

Section 9.1.8 The Developer has obtained all permits and satisfied all Governmental Requirements
Developer has obtained all permits and satisfied Governmental Requirements to
(Developer required for construction and operation of the GF Plant including, but not necessarily
construct and operate GF Plant
Condition) limited to, those set forth in Section 8.1.3

Section 9.1.9
The City has provided the Developer written notice that it has determined that the
(Developer City has provided notice all conditions under Section 8.1 has been satisfied
conditions of Section 8.1 have been satisfied.
Condition)

Page 17 of 17 Rev Date: 12/30/2022