Draft Development Agreement

---
name: draft-development-agreement
task_id: real-estate/draft-development-agreement
description: Guides developer-side drafting of a public-private development agreement by integrating municipal approvals, negotiated term sheets, environmental findings, and financing constraints into a coherent document with bracketed notes for unresolved conflicts.
activates_for: [planner, solver, checker]
---

# Skill: Draft Mixed-Use Transit-Oriented Development Agreement for Municipal Public-Private Project

## 1. Subject-matter triage

- Treat the development agreement as the primary deliverable and draft it first; do not substitute notes or summaries for the operative agreement.
- Identify the governing source stack before drafting: municipal approvals, term sheet, financing materials, environmental findings, lender requirements, and any side letter or later amendment.
- If the source set includes more than one project phase, district, parcel, or closing date, enumerate each item explicitly before drafting the corresponding provisions.
- If there is only one project, phase, or financing district, say so affirmatively and draft against that single scope.

## 2. Failure modes the skill is correcting

- Drafting from the negotiated term sheet alone and omitting obligations imposed by municipal approvals or related submissions that independently constrain the developer.
- Treating public-finance provisions generically instead of tying reimbursement, district term, eligible costs, and shortfall risk to the source materials.
- Ignoring the interaction between milestone/reverter mechanics and lender cure or collateral-protection requirements.
- Failing to reconcile side letters, later submissions, or approval conditions against the main agreement hierarchy.
- Leaving cross-document conflicts unflagged, which deprives the client team of the open items that require direction.
- Drafting community-benefit, environmental, and construction-risk provisions at a high level without operational specificity sufficient for enforcement.
- Using open-ended force majeure or extension language that unintentionally suspends payment or financing obligations.
- Omitting the legal basis for public-law obligations, public-finance mechanics, or reverter and cure rights.

## 3. Legal frameworks / domain conventions that apply

- Public-private development agreements commonly exchange municipal entitlements, approvals, and infrastructure commitments for the developer’s construction, community-benefit, and compliance obligations; the agreement should be written to bind successors and run with the project where appropriate.
- Municipal approval conditions control where they impose additional or more specific obligations than the term sheet; the draft should conform to the most specific operative source unless the parties deliberately vary it.
- Public financing provisions should address the statutory authority for the district or reimbursement program, the eligible-cost concept, the reimbursement base, the district term, and the risk that increment may not fully repay development infrastructure costs.
- Environmental allocation should identify applicable cleanup or reporting obligations under the governing environmental statute or regulatory order, assign responsibility for pre-construction and post-discovery conditions, and preserve schedule relief where contamination delays are beyond the developer’s control.
- Milestone and reverter provisions should be paired with cure rights, notice periods, and lender protections so that a default does not trigger a reversion before the lender’s contractual cure window expires.
- Performance security provisions should specify the instrument, beneficiary, draw conditions, release standards, and replacement mechanics with enough precision to avoid ambiguity at closing and during construction.
- Community-benefit provisions such as affordable housing, local hiring, labor standards, and prevailing wage should be defined by objective triggers, reporting obligations, and remedy provisions.
- Force majeure should be broad enough to cover unforeseeable physical or regulatory impediments but should not excuse taxes, rent, reimbursement obligations, or financing covenants unless the source documents expressly permit it.
- Dispute resolution should reflect the public-law character of the municipality’s obligations; mediation followed by court litigation is often more conventional than arbitration unless the source documents require otherwise.
- Any side letter or later amendment must be integrated by express hierarchy language so the draft does not create an accidental conflict between parallel documents.
- Where the source documents identify a controlling statute, regulation, local code, or approval condition, cite that authority in the drafting note or defined term rather than stating the rule abstractly.

## 4. Analytical scaffolds

- Extract every affirmative developer obligation from each source document, then map each obligation to the section of the draft that should contain it.
- Extract each municipal commitment, approval condition, and benefit requirement, then test whether the term sheet omits, narrows, or expands it.
- Extract all financing parameters and convert them into operative provisions addressing reimbursement scope, timing, eligibility, expiration, and shortfall allocation.
- Extract site-investigation findings and draft a remediation article that specifies responsibility, standard of cleanup, regulatory pathway, access rights, and schedule consequences.
- Extract lender protections and confirm the draft preserves assignment rights, notice rights, cure periods, and any required non-disturbance or subordination mechanics.
- Compare all milestone dates across the source set, then draft one consistent schedule and flag any mismatch in a bracketed note.
- Compare side letters, addenda, and later submissions against the main term sheet; if they conflict, preserve the developer-favorable reading only where it is consistent with the source hierarchy, and otherwise flag the issue for instruction.
- For each unresolved conflict, insert a bracketed drafting note stating the conflict, the affected provision, and the preferred resolution path.
- For each legal proposition used in the draft, tie the provision to the controlling authority if the source set identifies it, or to the generally recognized governing authority for that topic.

## 5. Vertical / structural / temporal relationships

- Sequence the agreement so that entitlements, conditions precedent, financing, construction, and completion milestones are internally consistent and do not create accidental early-default triggers.
- Coordinate district expiration with the development timeline so reimbursement mechanics do not outlive the public-finance source.
- Coordinate reverter rights with lender cure rights so the municipality cannot regain control of the project during a protected cure period.
- Coordinate phased development obligations so community-benefit and infrastructure commitments attach by phase, trigger, or occupancy milestone rather than by vague project-wide intention.
- Coordinate remediation timing with notice, testing, and clearance milestones so environmental obligations do not silently reset the construction schedule.
- Coordinate force majeure and extension rights with payment, reporting, and financing obligations so the parties know which obligations suspend and which continue.
- Coordinate succession and assignment provisions with lender consent and municipal approval requirements so transfers do not defeat the public deal structure.

## 6. Output structure conventions

- Produce the complete development agreement as the operative file, with standard transactional articles and all needed exhibits or schedules cross-referenced in the text.
- Use bracketed drafting notes inline wherever source documents conflict, omit a necessary term, or require client or municipal direction.
- Make the notes concise and action-oriented; identify the issue, the source conflict, and the proposed resolution.
- Preserve developer-side drafting posture throughout, but do not silently override municipal conditions or lender constraints that must be reconciled.
- Include defined terms, operative covenants, conditions precedent, remedies, security, indemnities, assignment, notices, dispute resolution, and miscellaneous provisions in a conventional agreement architecture.
- Ensure the delivered file name matches the task instruction exactly: `development-agreement-draft.docx`.
- Confirm the primary deliverable is complete and non-empty before ending.