Loading...
HomeMy WebLinkAbout1988-05-23 88-247 ORDER..,.,.. epi ........ Dale play W, 1908 Item No. ea-zni Item/Subjeq: Option Agreement for Developdent,of Parcel B-13 Raton, Peabody, Bradford, & Veague, P.A. ' Responsible Department: Planting and C®unity Developagent - Commentary: The Option Agre®ant would grant Beton, Peabody, Bradford and Veague, Y.A. an exclusive option tocheme the 60,000 square foot Parcel B-13 located on pp� t? Dschavge Street for ;0,000 and requires the Developer to const nct a Pour -story building containing not less than 60,000 square feet of office d courtercial space and to provide -a minim m of 85 on-site parking spaces e11 at s constrauction, cost of not lees than $6,000,000. Construction is Proposed to begin by September of 1989 and be completed by September 1991. The Option Agreement, am proposed, does not contain any provision for transfer of City property in %enduskeag Plass to the Developer. The option would remain in effect until August 31, 1989. Manager'sCommenls:'ks,ip' (y ' e daMl nR�xnwgYl/c AA _WIPP . L ..1�,.n 4 Z, 0'rt %1�'^ ACW+'F]e ZY �No-vf0.•µ6nRi.D� ' � City Momper ASSOCiaied InfolmatOn:�v,p.,.d,. ' Budget Approval: Fina ce0i Legal Approval: Ci,YSolicitor s Introduced For ®Passage ❑ First Rearing Paye_ of LD Referral ' 08-247 Introduced by Councilor England, May 23, 1988 CITY OF BANGOR (TITLE.) Mrbgrr, Authn ng Bx ontio or option Weemeut with Eatonr Peabody, Bradforl and Vesgµe, Parcel B-13 __, By City Onmol of the City of Bangor: 'U;9U ANolU TBAT the City Manager is hereby authorized and directed, on behalf of the City of Bangor, to execute an Option Agreement, a copy of which is on file in the Office of the City Clerk, with Eaton, Peabody, Bradford and Veague, P.A. for the purchase and redevelopment of former Urban Renewal Parcel B-13. 88-26] + w oROER IN c1Ty council May 23, 1988 Title, Amended by extending tentative developers status 30 days and Authorising News it n of Op[Ion reement C/IYCIE continue until next meeting. .................................... with Eaton, Peabody, Bradford and CITY RK ................................ Veagua, P.A. - Parcel B-13 IN CITY COUNCIL - June 13. 1988 Introduced filed by Consider next meeting by the following yes and no votes. Ease toilers voting yes: Blanchette, unC Aman Edgla", Frankel, Shubert, Sullivan and Tilley. Councilor voting no: Sawyer July 25, 1988 005amor Sent absent. Consider 2nd meeting 1n t ufy CLBR ITY CL UE IN Cin COUNCIL IN CITY NEE,'IL sFP E1'EMB£]t26.1988 June 27, 1988 Vote for passage as steamed Tentative Developer 'Status Extended a yes Im until meat meeting. Consider next voting yes Blanchette,Englard, Setting passed by the following yes PxaNcel,Sawyeg5lwbert,Stone, and no votes. Councilors voting yes: Sullivan,Tilley Voting no past Blanchette. England, Frankel, Seel, Shubert, Stone, Sullivan and Tilley.- Councilor voting no;i5mever. l� -'� (JETY CLERK re the 0 lope to pay the the San of 58000.00 for each pace. Suet in the " iskeag Plaza as a result of the ng deck attached to the .sed struoture excluding any ng spaces lost as the result ITE cuts in approved site plan his project OPTION AGREEMENT FOR PURCHASE OF URBAN RENEWAL PARCEL B-13 THIS AGREEMENT is made this day of , 1988, by and between the CITY OF BANGOR, a n m cipal corporation located in the County of Penobscot, State of Maine (hereinafter "CITY"), and Eaton, Peabody. Bradford s Veaque, P.A. , a Maine professional cor- poration, - poration, having a place of bus s in Bangor, County of Penobscot, State of Maine (hereinafter "DEVELOPER" which term shall also include any wholly owned subsidiary corporation or any corporation, partner- ship, limited partnership or trust where the shares, partnership interests or legal or beneficial interests are held by the share- holders of 'DEVELOPER). WITNESSETH: WHEREAS, the CITY has received the DEVELOPER'S proposal for the development of the real property known as Renduskeag Stream Urban Renewal Disposition Parcel B-13, located on Exchange Street in Bangor (hereinafter "the Premises"), heing approximately 60,000 square feet, and being more particularly identified on Exhibit A attached hereto and incorporated herein by reference; and WHEREAS, in accordance with its Development Plan, the CITY has determined that the private development of the Premises in accordance with the provisions of this Option Agreement and the Development Plan would best serve the interests of the citizens of the CITY; and WHEREAS, the CITY has determined that the DEVELOPER'S proposal will serve the interests of the citizens of Bangor; NOW, THEREFORE, i0 consideration of the Option fee paid to the CITY by the DEVELOPER in accordance with Section A.2. below and of the mutual conditions and covenants contained herein, the parties agree as follows: Section A. GRANT OF OPTION 1. Grant of Option. The CITY grants and the DEVELOPER accepts an exclusive option to purchase the Premises for development of a four (9) story building from the Exchange Street elevation not less than 60,000 -square feet of office and comm tial space and Provision of a of 85 on site arkrn spaces. at a minimum direct construct -ion cost(feesfor architects engin ectng and survevs olaS site work, building labor antl materials, and tenant improvements) of not less than Five iv million five hundred thousand dollars ($5,500,000) in accordance with the terms and conditions of this Option Agreement. The purchase price of the Premises shall be $60,000.00 , to be paid to the CITY in cash or by Certified or Bank Check at the time of closing n the sale of the Premises, less any -a unts paid by the DEVELOPER to the CITY pursuant to this Option Agreement. 2. Term and Pric of Option. This Option Agreement shall effect from the date hereof until August 31, 1989. The e non-refundable option fee for this period i 200_00 per month, which shall be paid to the CITY in cash or by Certified or Bank Check on or before the first business day of each month this Option Agreement is in effect beginning June 1, 1988. The City Council may extend this Option Agreement, upon the DEVELOPER'S written request stating the reasons therefor, for a period not to exceed an additional six (6) months. The fee for an extension, which shall be payable in full, before or at the time the extension is executed, shall be 5 200.00 per month. All option fees paid to the CITY under this Agreement shall he applied towards the purchase price upon the conveyance of the Premises to the DEVELOPER; provided, however, that the option fees shall be forfeited to the CITY if the DEVELOPER does not purchase the Premises in accordance with the terms and conditions of this Agree- ment. During the term of this Option, the CITY shall Have the continuing right to operate the premises as a public parking lot. 3. Exercise of Option. To exercise its right to purchase the Premises, t e2 DEVEL� so notify the CITY in writing before the expiration of this Option Agreement and any extension thereof. 4. Conveyance and Evidence of Title. Within 30 days. or Such other time as the parties may agree upon, of the CITY'S receipt of the DEVELOPER'S notice under Section A.S. above, the CITY shall convey good and clean marketable title, free and clear of all liens and en- cumbrances, except easements for existing sewer lines as shown o Exhibit "A•, to the Premises to the DEVELOPER by Municipal Quitclaim Deed, subject however to the conditions, restrictions, and covenants contained in Sections D. and C. below. Within 30 days of the date of this Option Agreement, or such other time as the parties may agree, the CITY will furnish to the DEVELOPER evidence of its title in the form of an abstract of title prepared in accordance with the Maine Title Standards, or a title insurance commitment issued by a title insurance company, licensed to do business in the State of Maine, that itwillissue a title insurance policy insuring marketable title. If the CITY i nable to tender marketable title after using such r n - able efforts, the CITY shall refund to the DEVELOPER the fees paid under this Option Agreement, if the DEVELOPER so requests, or the DEVELOPER may choose to accept the CITY'S Municipal Quitclaim Deed, in which case the DEVELOPER shall a any risks associated with the title. In n event shall the CITY'S obligations to tender marketable title, and to use reasonable nable efforts to determine the source of title, extend beyond the term of this Option and any duly executed extension thereof as set forth in Section A.2. above. 5. Richt of En[eY. During the option period the DEVELOPER shall have the tight, on reasonable notice to and consent by the City Engineer, to enter upon the Premises with persons and machines for the preparation of feasibility studies and construction plans. Such entry shall be at DEVELOPER'S sole risk and expense, and the DEVELOPER covenants and agrees to indemnify, defend, and hold the CITY harmless from any claims for personal injury or property damage suffered by of entry upon the Premises by DEVELOPER, its agents or employ- ees, por anyone acting On the DEVELOPER'S behalf. Prior to any entry hereunder, the DEVELOPER shall first obtain liability ine for n this purpose i such a unt(s) of coverage satisfactory to with the CITY as an additional named insured, and shall provide the CITY with written evidence thereof. All work shall be done in a that causes the least possible disturbance to the Premises, manner and the DEVELOPER covenants and agrees that the exercise of its rights under this paragraph shall be done in a workmanlike manner and that DEVEL- OPER shall repair any damage to the Premises resulting from the exercise of these rights. Section B. CONDITIONS PRECEDENT TO THE CITY'S CONVEYANCE OF THE PREMISES TO THE DEVELOPER Before the CITY'S conveyance of the Premises the DEVELOPER shall complete the following: 1. Submission of Plans. The development and use of the Premises a orporated into the DEVELOPER'S final plan shall be in substantial conformancewith the scope of development described in Section A.1. above and the DEVELOPER'S presentation t0 the CITY'S Design Review and Site Plan Review Committee (hereinafter "Committee") n January 11 , 1988 , and plans entitled Proposed Baton, Peabody. Bradford 6 yea ue Office Buildin , prepared by WebNUN ldwin/ Rohman/Day Czarn ecki, P.A., datetl copies of which plans a n file in the office of the Department of Planning and Community Development, City Hall, 73 Harlow Street, Banger, Maine. Any development and use of the Premises shall comply with the Codes and Ordinances of the City of Bangor. All terms used in this paragraph shall be defined i accordance with the provisions of the Zoning Ordinance of the City of Bangor and any applicable amendments thereto or replacements thereof. Plans shall conform to and be submitted in accordance with the pro- visions of subsection 2. below. 2. Approval of Plana. No construction o renovation will be allowed without the prior submission and approval of preliminary plans, final plans, and specifications. All plans will be submitted to the City Manager or staff designated by the City Manager. All plans and revisions to plans shall be reviewed by City staff. desig- nated by theCityafter which the City Manager shall submit the plans along with his recommendations to the City Council. Said plans shall be reviewed and approved by the City Council. NO plans shall be approved unless said plans have been prepared by a duly registered architect or a duly registered professional engineer, a each is defined by Title 32 of the Maine Revised Statutes Annotated, unless otherwise accepted by the City. The following submissions shall be required: a. Preliminary Plan - The intent of the Preliminary Plan shall be to outline the general scope of development or redevelopment, and to convey to the City Council sufficient information to determine the character of the work to be performed. The Preliminary Plan shall contain: (1) Site Plan - The site plan shall be drawn to a scale of one (1) inch equals twenty (20) feet wherever practical. The plan should include: (a) Property lines and dimensions. (b) Adjacent features, such as abutting streets, buildings or properties. (c) Existing and proposed paved as including the type of pavementand Principal dimensions. (d) The on -site parking layout, and traffic flow, if any. (a) Planting areas, including general size and variety of trees and shrubs. (f) All ax isting and proposed utilities, both aboveand below ground, including ser- vice connections and .drainage facilities. (g) Principal elevations, grades, o - tours, both existing and proposed. (h) existing and new building outlines, including overlaps such as canopies or basement extensions. (2) Floor Plan - The scale of the floor plan shall be left to the discretion of the architect. This plan shall show general room layouts and including entrances and exits. Dimensions may be approximate and the overall floor -area for each floor shall be indicated. The elevation of each floor shall be indicated. (3) Elevations - A suitable cross-section o elevation of the building shall be provided, either in the form of a artist's rendering of the building or a cross-section of the building. Where site grade plays an important part in the layout of multi-level structures, the City shall reserve the right to request cut -away elevations showing the relationship of floors to surrounding grades. Materials to be used for exterior treatment shall be indicated. S. Final Plans and Specifications - After approval of the preliminary plan, the developer shall then proceed with the preparation of final plans and specifications. Said plans and specifications shall show sufficient details necessary to insure proper construction. All dimensions and elevations shall be accurate and all materials to be used in the structural or architectural treatment of the facility shall be outlined i complete detail. If, in the opinion of the City, there is a doubt regarding the structural adequacy of any facility, the developer shall provide all required back-up data, including structural computations, boring logs or material guarantees. - C. No later than January 15, 1989 , the DEVELOPER shall set with the Caty Council and submit for its approval preliminary plans as specified in Section 8.2, above. If the City Council deems revisions to the preliminary plans to be necessary or appropriate, the plans must be so revised and submitted to the City, Council for its approval no later than March 15, 1989. No later than June 30, 1989, the DEVELOPER shall. meet with the City Council and submit for its approval final plans and related drawings, specifications, and documents in the form specified in Section 8.2. above. If the City Council deems revisions to the final plans to be necessary or appropriate,. the plans must be so revised and submitted to the City Council foe its approval no later than July 31, 1989. 3. Amendment to Final Plans. If the DEVELOPER desires to make any substantial alterations in [he final plans after their approval by the City Council, the DEVELOPER shall submit the proposed change in writing to the City Council for its approval. If the final plans, as modified by the proposed change, still conform to the requirements of Section B.I. hereof, the City Council shall not unreasonably withhold approval of the proposed change. The City Council .shall either approve or disapprove the proposed change within ten (10) days after its submission and notify the DEVELOPER of its decision. 4. Construction Pr a ress Schedule Concurrently with the submission of the frnaI plans, the BE shall submit a construc- tion progress schedule to the City Council for its approval. The progress schedule shall provide for the commencement of construction within nine (9) months after closing and completion of construction within twenty-four (241 months from the commencement of construction, or such later date as the City Council may approve. Nothing herein shall be construed to extend, limit, or otherwise effect the time limits prescribed in any building permit or Planning Board approval. 5. Permit Requirement. DEVELOPER Shall obtain, and Shall provide satisfactory evidence thereof to the CITY, every permit, license, and governmental approval necessary for commencement and completion of the development including, but not limited to, Bangor Planning Board approval if required. - 6. Evidence of Financl no. The DEVELOPER shall provide the CITY with written, legally binding commitments, in a form satisfactory to the City Solicitor, from acceptable lending institutions or govern - ental agencies for both interim construction financing and long-term financing of the total proposed development a it is detailed in the plans referred to and approved under Sections B.1. and B.2. above. The commitments shall include, in a form approved by the City Solicitor, direct guarantees to the CITY, by the lending institutions r governmental agencies, that the construction will be completed i accordance with the final plans in the event the DEVELOPER is unable to perform the construction. The DEVELOPER or the DEVELOPER'S general contractor shall post with said lending institutions or governmental agencies both a performance bond and a labor and materials payment bond issued by aorporate surety licensed to do business in the State of Maine, each in a penal sum equal to the total estimated cost of the total proposed development, to secure performance of the obligations set forth in Sections B.1, B.2., R.I. and B.4. above. The DEVELOPER r the DEVELOPSR'S general contractor shall submit to the CITY a copy of said bonds and written evidence of payment of the required premiums. The bonds must remain in effect until the CITY'S issuance of the Certificate of Completion under Section C.12. below. I. Construction Contract. The DEVELOPER shall provide the CITY with a certificate executed by the DEVELOPER and its general contractor, if any, for construction of the total development certi- fying to the existence of such a contract for development i accor- dance with the provisions of Section B.l., R.2., B.S. and B.4, above. Section C. CONOITIONB SUBSEQUETO THE CITY'S CONVEYANCE of THE PREMNT ISES TO THE DEVELOPER Except as otherwise specified herein, the following express conditions, covenants, and restrictions shall be expressly incorpo- rated into the CITY'S Deed to the DEVELOPER, and shall run with the land: 1. Deed Covenants. It is intended and agreed, and the Deed shall s expcesely provide, thatthe express conditions, covenants, and restrictions provided in Section C. hereof shall be covenants "running with the land" and that they shall be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, the CITY and any successor in interest to the Premises or any part thereof for the time periods specifically pro- scribed herein for each. None of the provisions and remedies below, including the Reversion specified in Section C.101, shall be construed so s to limit the DEVELOPER'S liability to the CITY for the DEVEL- OPER'S breach of any of its obligations under this Option Agreement and the Deed. 2. Use Restriction. The DEVELOPER agrees for itself, and every successor i interest to the Premises, or any part thereof, and the Deed shall contain express Covenants on the part of the DEVELOPER for itself, and its successors and assigns, that the Premises and any improvements which may be or may become located thereon shall be used, constructed, developed, occupied and maintained in accordance with the laws, ordinances, or regulations of the State of Maine and the City of Bangor, as the same may now or hereafter be in effect. In the event that both the State and the City have law(s) governing the same sub- ject matter, DEVELOPER agrees that the Premises and any improvements which may be or may become located thereon shall be governed by the most restrictive of these law(s). The Developer further agrees that any structure, or the occupancy thereof, constructed on the Premises shall not unreasonably interfere in any way with the operation, main- tenance , repair or replacement of all existing sewer lines on the Premises. In addition to other requirements herein, the Developer .shall lot c nstruct any structure on the Premises without receiving prior written certification by the City Engineer that said structure shall not unreasonably interfere with said sewer. 3. Anti-di$Crlmina[ ion. The DEVELOPER agrees for itself, and every successor in ince[eat to the Premises, or any part thereof, and the Deed shall contain express covenants on the part of the DEVELOPER for itself, and its successors and assigns, that the DEVELOPER, and its successors and assigns, shall not discriminate upon the basis of race,color, creed, national origin, sex, or physical handicap in the sale, lease, or rental, or use or occupancy of the Premises or any improvements thereon. This covenant shall run in perpetuity.This covenant against discrimination shall be binding for the benefit and in favor of, and enforceable by, the CITY and the United States of America against the DEVELOPER and every successor in interest to the Premises or any part thereof. 4. Property Taxes. The DEVELOPER agrees for itself, and every successor in interest to the Premises, or any part thereof, and the Deed shall contain express covenants on the part of the DEVELOPER for itself, and its successors and assigns, that the Premises shall be subject to all taxes and assessments as may be imposed by any govern- mental authority upon the Premises andany buildings, structures, or improvements which may be or may become located thereon. it is the intent of the parties hereto, and DEVELOPER hereby agrees that it does hereby waive, for itself and any successors in interest, all right o privilege of exemption from municipal taxation of the Premises and any buildings, structures, or improvements which may be or may become located thereon, as may be available by reason of DEVELOPER'S or such successors' legal status, or for any Other reason whatsoever, and that the City of Bangor, in its capacity as a taxing authority, may assess all taxes as would otherwise be applicable to the Premises, buildings, structures or improvements which may be or may become located thereon, iif such exemption did not exist. DEVELOPER further agrees, for tself and any successors in interest, to pay any assessments on or before the date upon which they become due and payable. The CITY agrees that DEVELOPER, or its successors in interest, shall have the right to contest the amount of such taxes or assessments in the manner prescribed by law. 5. Subdivision Restriction. The DEVELOPER agrees for itself, and every successor in interest to the Premises, or any part thereof, and the Deed shall contain express covenants on the part of the DEVEL- OPER for itself, and its successors and assigns, that the Premises shall not be subdivided without the CITY'S express written consent. For the purpose of this paragraph, the following alone shall not be deemed to constitute a subdivision: Development of the project as a condominium pursuant to the Maine Condominium Act (33 M.R.S.A. Sec. 1601- 101 at seq.). b. Leases of portions of the development. 6. Land Speculation Restriction. The DEVELOPER represents and agrees that its purchase of the Premises and its other undertakings pursuant to this Option Agreement a and will be used for the purpose of development of the Premises in accordance with Section B.1, above, and not for speculation in land holdings. This covenant shall termi- note upon the CITY'S issuance of the Certificate Of Completion under Section C.12. below. 7. CITY'S AD r vel Of Tr F t C 1 t' The DEVELOPER recogm s that Che quail Eica[i ons and identity of the DEVELOPER, and itsprincipalsor any successors in interest, are of particular concern to the CITY. The DEVELOPER further recognizes that it is because of such qualifications and identity that the CITY is entering into this Option Agreement and is willing to accept and rely on the obligations of the DEVELOPER for the faithful performance of all undertakings and covenants to be performed by the DEVELOPER. Therefore, the DEVELOPER represents and agrees for itself, its succes- sors and assigns, that, except only by way of security for the purpose of obtaining financing necessary to enable the DEVELOPER or any approved successor in interest to perform the obligations under Section B hereof, the DEVELOPER has not made or created and, until the CITY issues the Certificate of Completion under Section C.12. below, will not make or create, or suffer to be made or c eated, any total o partial sale, assignment, conveyance, lease, trust, power, or transfer in any other mode or form, of, or with respect to, this Option Agree- ment, the Premises, or any part thereof, or interest therein, nor shall any contract or agreement to do any of the same be entered into without the CITY'S prior written approval. The CITY shall be entitled to require as conditions to any such approval that: a. Any proposed transferee shall have the qualifications and financial responsibility, determined by the CITY by written evidence submitted to it, to be necessary and adequate to fulfill the obligations undertaken under Section B, hereof; b. Any proposed transferee, by instrument in writing satisfactory to the CITY and in a form recordable in the Penobscot Registry of Deeds, shall for itself and its successors and as signs, and expressly for the benefit of the CITY,have expressly assumed all of the obligations of the DEVELOPER under this option Agreement and agreed to be subject to all of the conditions and restrictions to which the DEVELOPER is subject under Section C. hereof; and C. The consideration payable for the transfer by the transferee or on its behalf shall not exceed a amount representing the actual cost to the DEVELOPER of the Premises and the improvements, if any, there- tofore made thereon by it; the intent of this pro- vision being to preclude assignment of the agreement, or transfer of the Premises, for profit prior to the CITY'S issuance of the Certificate of Completion under Section C.12., and to provide that if any such signment or transfer ismade the CITY shall be entitled to increase the purchase price to the DEVEL- OPER by the amount that the consideration payable for the assignment or transfer is in axcess of the amount that may be authorized pursuant to this subparagraph . and such consideration shall, to the extent.that it is in excess of the am ount so authorized, belong and forthwith be paid tothe CITY. 10 The foregoing provisions of this Section C.7. notwithstand- ing, the DEVELOPER may assign this Option Agreement and all rights and duties herein, subject to the terms and conditions hereof, to a devel- opment entity hereafter organized and qualified by DEVELOPER under the laws of the State of Maine; provided, however, that DEVELOPER shall retain an active involvement in the entity and the entity shall writing satisfactory to the CITY, the obligation to assume, n complete, in the manner provided for in this Option Agreement, the contemplated improvements on the Premises. Furthermore, the entity must submit evidence satisfactory to the CITY that it has the quali- fications and financial responsibility necessary to perform such obligation. All covenants contained in this Section C.7. shall termi- nate upon the CITY'S issuance of the Certificate of Completion under Section C.11. below. Mortgages Prior to Completion of Improvements. a. Prior to the completion of the improvements as cer- tified by the CITY, neither the DEVELOPER nor any successor in interest to the Premises or any part thereof shall engage in any financing or any other transaction creating any mortgage or any other encumbrance or lien upon the Premises, whether by express agreement or operation of law, or permit any encumbrance or lien to be made on or attached to the Premises, except for the purpose of obtaining funds necessary for making improvements and additional funds not to exceed the purchase price of the Premises paid by the DEVELOPER to the CITY. The DEVELOPER shall notify the CITY in advance of any mortgage financing it proposes to enter into with respect to the Premises, and of any encumbrance or lien that has been created on or attached to the Premises, whether by voluntary act of the DEVELOPER or otherwise. b. The holder of any mortgage authorized by this Option Agreement, including any such holder who obtains title to the Premises or any part thereof as a result of foreclosure proceedings or action in lieu thereof, Shall not be obligated by the provisions of this Option Agreement to construct or complete the improvements or to guarantee such construction or completion. No covenant or any other provision i any deed shall be construed so to obligate any such holder. However, neither such holder nor its suc- cessors or assigns shall be authorized to devote the Premises or any part thereof to any uses, or to con- struct any improvements thereon, other than those uses rimprovements provided or authorized in this Option Agreement, All covenants contained in this Section C.R. shall termi- nate upon the CITY'S issuance Of the Certificate of Completion. under Section C.12. below. 9. Notice of Default to Mortgagee. a. Whenever the CITY shall deliver or make any notice or demand to the DEVELOPER with respect to any breach or default by the DEVELOPER in its obligations or cove - ants under this Option Agreement, the CITY shall at the same time deliver to each holder of record of any mortgage authorized by this agreement a copy of such notice or demand. Each such holder shall, insofar as the rights of the CITY are concerned, have the right at its option to cure such breach or default and to add the cost thereof to the mortgage debt and the lien of its mortgage. However, if the breach or default is with respect to construction of the improvements, such holder may not undertake or con- tinue the construction or completion of the improve- ments beyond the extent necessary to conserve or Protect improvements or construction already made without first having expressly assumed in writing the obligations to the CITY to complete, in the manner provided in this Option Agreement, the improvements on the Premises or the part thereof to which the lien Or title of such holder relates, and having submitted evidence satisfactory to the CITY that -it has the qualifications and financial responsibility necessary to perform such obligation. Any such holder who shall properly complete the improvements relating to the Premises or applicable part thereof shall be entitled, upon written request made to the CITY, to a certification by the CITY to such effect in a manner provided in Section 0.12. of this Option Agreement. Such certification shall, if so requested by such holder, provide that any remedy Of the CITY'S with respect to revesting of title to the Premises because of failure of the DEVELOPER to cure any default with respect to the construction of the improvements on other parts of parcels of the Premises, or because of any other default in or breach of this Option Agree- ment by the DEVELOPER, shall not apply to the part or parcel of the Premises to which such certification relates. 12 P. If after the DEVELOPER'S default under this Option Agreement, the holder of any mortgage on the Premises or part thereof does not exercise the option to con- struct orcomplete the improvements relating to the Promises or part thereof covered by its mortgage or to which it has obtained title within 60 days after the holder has been notified of the default or under- takes completion of the improvements but does not complete construction within the period as agreed upon by the CITY and such holder, the CITY shall have the option of paying to the holder the amount of the mortgage debt and s uring a assignment of such debt and of the mortgage. if ownership of the Premises or part thereof has vested in such holder by way of foreclosure or action in lieu thereof, the CITY shall be entitled, at its option, to a conveyance to it of the Premises or part thereof upon payment to such holder of a mount equal to the sum of the mortgage debt at the time of foreclosure or action in lieu thereof less all appropriate credits, including those resulting from collection and application of rentals received during foreclosure proceedings; all expenses with respect to the foreclosure; the net expenses, exclusive of general overhead, incurred by such holder in and as a direct re sult of the subsequent management of the Premises;the cost of any improve- ments made by such holder; and an amount equivalent to the interest that would have accrued on the - aggregate of such amounts had all such amounts become part Of the mortgage debt and such debt bad continued in existence until such acquisition by the CITY. C. In the event Of the DEVELOPER'S default in its Obligations under any mortgage or other instrument creating an encumbrance upon the Premises or part thereof prior to completion of improvements, the CITY may at its option cure such default or breach. in such case the CITY shall be entitled, in addition to and without limitation upon any other remedy to which it shall be entitled by this Option Agreement, oper- ation of law, or otherwise, to reimbursement from the DEVELOPER or successor in interest of all costs and expenses incurred by the CITY in curing such default r breach, and to a lien upon the Promises or part thereof to which the mortgage, encumbrance, or lien relates, to secure such reimbursement. d. For the purposes of this and other Paragraphs of this Option Agreement, the term "holder- in reference to a mortgage shall be deemed to include any insurer O guarantor of any obligation or condition secured by such mortgage, including but not limited to the Federal Housing Commissioner, the Administrator of Veterans Affairs, and any successor in office of either such official. 13 All cants contained in this Paragraph 9 shall terminate upon the CITY'S i nee of the Certificate of Completion under Section C.12. below. 10. Title Reversion Prio[ to Completion. In the event that prior to the CITY'S is suan,a of the Certificate of Completion under Section C.12. below: a. The DEVELOPER, or its successor in interest o assign, shall default in or violate its obligations with respect to the construction of the improvements (including the nature and the dates for the beginning and completion thereof), or shall abandon or sub- stantially suspend construction work, and any such default, violation, abandonment, or suspension is not cured, ended, orremedied within three (3) months (or x (6) months, if the default is with respect to the date for completion of the improvements) after written demand by the CITY to doVso; or Is. The DEVELOPER, Or its successor in interest o sign, shall fail to pay real estate taxes or assessments on the Premises or any part thereof when due, or shall place thereon any encumbrance or lien authorized by Section C. hereof, or shall suffer any levy or attachment to be made, or any material - men's or mechanics' lien, or any other unauthorized encumbrance or lien to attach, and such taxes o assessments shall not have been paid, or the encum- brance - brance or lien removed or discharged or provision made, satisfactory to the CITY, for such payment, removal, or discharge, within thirty (30) days after the CITY'S written demand to do so; o C. The DEVELOPER, or its successor in interest Or assign, shall make any assignment for the benefit of creditors, or a receiver or similar officer shall be appointed to take charge of all orany substantial part of the DEVELOPER'S property, and such assignment or appointment is not dismissed orreleased within thirty (30) days of the date the assignment or appointment is made; or d. There is, in violation of Section C. hereof,. any transfer of the Premises orany part thereof, o any change in ownership of the DEVELOPER, except a expressly permitted in Section CA. above, and such violation shall not be cured within thirty (30) days after written demand by the CITY to the DEVELOPER: 14 then the CITY shall have the right to re-enter and take possession of the Premises and to terminate and reveal in the CITY the entire estate conveyed by the Deed to the DEVELOPER as if no Deed had ever been given; it being the intent of this Provision, together with other provisions of Section C. hereof, that the conveyance of the Premises to the DEVELOPER shall be made upon, and that the Deed shall contain, condition subsequent to the effect that in the event of any default, failure, violation, or other action or inaction by the DEVELOPER specified in subparagraphs a., b., C. and d. of Section C.10. hereof, and failure on the part of the DEVELOPER to remedy, end, or abrogate such default, failure, violation, or other action or inaction, within the period and in the manner stated in such subparagraphs, the CITY at its option may declare a terminationin favor Of the CITY of the title, and of all the rights and interests in and to the Premises, and that such title and all rights and interests of the DEVELOPER, and any assigns or successors in interest to and in the Premises shall revert to the CITY; Provided, however, that such condition subsequent and vesting of title in the CITY shall always be subject to and limited by, and shall not defeat, render invalid Or limit i any way: (1) the lien of any mortgage authorized by Section C. hereof, and (2) any rights or interests provided in Section C. for the protection of the holders of such mortgages. The CITY shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Section C.10. including also the right to execute and record o file among the public land records in the office in which the Deed is orded a written declaration of the teination of all the right,' tirm tle and interest of the DEVELOPER, its successors in interest and assigns, in the Premises and the revesting of title in the CITY; provided, however, that any delay by the CITY in instituting or pros - scaring any such actions or Proceedings or otherwise asserting its rights under Section C. hereof shall not operate as awver of such rights or to deprive it of or limit such rights in anyway. The express conditions, covenants, and restrictions con- tained in this Section 0.10. shall terminate upon the CITY'S issuance of the Certificate Of Completion under Section C.12. below. 11. pisposition Upon Reversion Upon the revesting in the CITY Of title to the premises or any part thereof as provided in Section C.10., the CITY shall in accordance with State law use its best efforts to resell the Premises or part thereof, subject to any exist- ing mortgage liens, as soon and in such manner as the CITY shall find feasible and consistent with the objectives of developing the Premises for retail or professional office use, to a qualified and responsible party or parties, as determined by the CITY, who will assume the obligation of making or completing the improvements Or such Other improvements in their stead as shall be satisfactory to the CITY. 15 Upon the resale of the Premises, the proceeds thereof shall be applied: a. First, to reimburse the CITY fort all costs and expenses incurred by the CITY including but not limited to salaries of personnel in connection with the recapture, management, and resale of the Premises or part thereof (but less any income derived by the CITY from the Premises or part thereof); all taxes, assessments, water, sewer and other utility charges with respect to the Premises or part thereof; any payments made or necessary to be made to discharge any encumbrances orliens existing on the Premises r part thereof at the time of revesting of title thereto in the CITY or to discharge or prevent from attaching or being made any subsequent encumbrances r liens due to obligations, defaults, or acts of the DEVELOPER, its successors or assigns; any expendi- tures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Premises or part thereof; and any amounts otherwise owing to the CITY by the DEVELOPER and its successor Or assign; and b. Second, to reimburse the DEVELOPER, its successor or assign, up to the amount equal to: (1) the sum of the purchase price paid by it for the Premises or part thereof and the cash actually invested by it in making any of the improvements on the Premises o part thereof; less (2) any gains or income withdrawn or made by it. The CITY shall retain as its property any balance remaining after such reimbursement. The express conditions, covenants, and restrictions con- tained in this Section C.11. shall terminate upon the CITY'S issuance Of the Certificate of Completion under Section C. 12. below. 12. Certificate of Completion. Promptly after completion of the improvements in accordance with the provisions of this option Agreement, the CITY will furnish the DEVELOPER with an appropriate instrument so certifying. Such certification shall be In such form as will enable it to be recorded in the Penobscot Registry of Deeds. The CITY'S issuance e of the Certificate of Completion will constitute con- clusive - clusive proof of the satisfaction and termination of the express conditions, covenants, and restrictions contained in Sections c.b., C.1., C.8., C.9., C.10., and C.11. above. Ib If the CITY shall refuse or fail to provide such certifi- cation, the CITY shall, within thirty (30) days after written request by the DEVELOPER, provide the DEVELOPER with a written statement indicating in adequate detail in what respects the DEVELOPER has failed to Canplete the improvements in accordance with the provisions of this Option Agreement and what measures will be necessary to obtain such certification. 13. Severabilit . If any provision of this Option Agreement is determined to be in va d or unenforceable under law, it shall not affect the validity or enforcement of the remaining obligations or portions hereof. 14. Notice. Any notice under this Option Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and a. in the case of the DEVELOPER, is addressed to or delivered personally to the DEVELOPER, at Merrill Center, Exchange Street P.O Box o 1210 Bangor 04401 . b. in the case of the CITY, is addressed to or delivered personally to the CITY, c/o City Manager, City Rall, 73 Barlow Street, Bangor, Maine 04401, r to such other persons or addresses as the parties may designate in writing to the other. IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first written above. CITY OF BANGOR By Edward A. Barrett Its City Manager EATON, PEABODY, BRADFORD 6 VEAGUE, P.A. STATE OF MAINE Penobscot, as. EM 19 Then personally appeared the above-named Edward A. Barrett, n his capacity as the City Manager of the City of Bangor, and acknowledged the foregoing instrument to be his free act and deed in such capacity and the free act and deed of the City of Bangor. Before me, Printed Name:. Justice of the Peace Notary Public Attorney at Law STATE OF MAINE Penobscot, as. , 1988 Then personally appeared the above-named in his capacity as of and acknowledged the foregoing instrument to be his free act and deed in such capacity and the free act and deed of the Before me, Printed Name: Justice of the Peace Notary Public Attorney at Law OPTION AGREEMENT FOR PURCHASE OF d t —a Y/ URBAN RENEWAL PARCEL B-13 THIS AGREEMENT is made this day of , 1988, by and between the CITY OF BANGOR, cipal corporaY orated in the County of Penobscot, State of Maine (hereinafter "CITY"), and Eaton, Peabody, Bradford 6 Veacue, P.A. a Maine professional cor- poration, having a place of business in Bangor, County of Penobscot, State of Maine (hereinafter "DEVELOPER" which term shall also include any wholly owned subsidiary corporation or any corporation, partner- ship, limited partnership or trust where the shares, partnership interests or legal or beneficial interests are held by the share- holders of DEVELOPER). WITNESSETH: WHEREAS, the CITY has received the DEVELOPER'S proposal for the development of the real property known as kenduskeag Stream Urban Renewal Disposition Parcel B-13, located on Exchange Street in Bangor (hereinafter "the Premises"), being approximately 60,000 square feet, a plus certain rights" and an easement for landscaping purposes, all being more particularly identified on Exhibit A attached hereto and incorporated herein by reference; and WHEREAS, in acordance with its Development Plan, the CITY has determined that the private development of the Premises in accordance with the provisions of this Option Agreement and the Development Plan would best serve the interests of the citizens of the CITY; and WHEREAS, the CITY has determined that the DEVELOPER'S proposal will serve the interests of the citizens of Bangor NOW, THEREFORE, in consideration of the Option fee paid to the CITY by the DEVELOPER in accordance with Section A.2. below and OE the mutual conditions and covenants contained herein, the parties agree as follows: Section A. GRANT OF OPTION 1. Grant Of Option. The CITY grants and the DEVELOPER accepts an exclusive option to purchase the Premises for development of a four (4) story building from the Exchange Street elevation having not less than 60,000 square feet of office and commercial space and provision of a minimum of 65 onte parking spaces, at a minimum direct construction cost (fees-sifor architects, engineering and surveys plus site work, building labor and materials, and tenant improvements) of not less than five million five hundred thousand dollars ($5,500,000) in accordance with the terms and conditions of this Option Agreement. The purchase price of the Premises shall be $60,000, to be paid to the CITY in cash or by Certified or Bank Check at the time of closing on the sale of the Premises, less any amounts paid by the DEVELOPER to the CITY pursuant to this Option Agreement. 2. Term and Price Of Op[io This Option Agreement shall remain in effect from the date hereof until October 31, 1989. The non-refundable option fee for this period is $200.00 .per month, which shall be paid to the CITY in cash or by Certified or Bank Check on or before the first business day of each month this Option Agreement is in effect beginning October 1, 1988. The City Council may extend this Option Agreement, upon the DEVELOPER's written request stating the reasons therefor, for a period not to exceed an additional six (6) Months. The fee for an extension, which shall be payable in full, before or at the time the extension is executed, shall be 5200.00 per month. All option fees paid to the CITY under this Agreement shall be applied towards the purchase price upon the conveyance of the Premises to the DEVELOPER; provided, however, that the option fees shall be forfeited to the CITY if the DEVELOPER does not purchase the Premises in accordance with the terms and conditions of this Agree- ment. During the term of this Option, the CITY shall have the continuing right to operate the premises as a public parking lot. 3. Exercise of Option. To exercise its right to purchase the Premises, the DEVELOPER shall so notify the CITY in writing before the expiration of this Option Agreement and any extension thereof. 4. Conveyance and Evidence of Title. Within 30 days, orsuch other time as the parties may agree upon, of the CITY'S receipt of the DEVELOPER'S notice under Section A.3. above, the CITY shall convey good and clear marketable title, free and clear of all liens and en- cumbrances, except easements for existing sewer lines as shown o Exhibit "A', to the Premises to the DEVELOPER by Municipal Quitclaim Deed, subject however to the conditions, restrictions, and covenants contained in Sections E. and C. below. Within 30 days of the date of this Option Agreement, orsuch other time as the parties may agree, the CITY will furnish to the DEVELOPER evidence of its title.in the form of an abstract of title prepared in accordance with the Maine Title Standards, or a title insurance commitment issued by a title insurance company, licensed to dobusinessin the State of Maine, that it will issue a title insurance policy insuring marketable title. If the CITY is unable to tender marketable title after using such reason- able efforts, the CITY shall refund to the DEVELOPER the fees paid under this Option Agreement, if the DEVELOPER so requests, or the DEVELOPER may choose to accept the CITY'S Municipal Quitclaim Deed, in which case the DEVELOPER shall assume any risks associated with the title. In no event shall the CITY'S obligations to tender marketable title, and to use reasonable efforts to determine the source of title, extend beyond the term of this Option and any duly executed extension thereof as set forth in Section A.2. above. Within 30 days of the date of this Option Ac reement, o such other timeh 1 agree, the City shall provide a bound r f hPremises prepared by a duly res ia[ered land curve O d 1 d professional enprneer, as each is d f` d b o tl 32 or th e Maine Revised Statutes Annotated. 5. Richt of Entry. During the option period the DEVELOPER shall have the right, on reasonable notice to and consent by the City Engineer, to enter upon the Premises with persons and machines for the preparation of feasibility studies and construction plans. Such entry shall be at DEVELOPER'S sole risk and expense, and the DEVELOPER covenants and agrees to indemnify, defend, and hold the CITY harmless from any claims for personal injury or property damage suffered by reason of entry upon the Premises by DEVELOPER, its agents o employ- ees, or anyone acting on the DEVELOPER'S inM1alf. Prior to any entry herthis the DEVELOPER shall first obtain liability insurance for thea purpos n such additional name of coverage satisfactory de the with the CITY tees additional n fed insured, and shall provide the CITY with written evidence thereof. All work shall be done in a manner Na[ causes the least possible that ex to the Premises, and the DEVELOPER revenants and agrees that the exercise iso of its rights under this Paragraph shall be done in a workmanlike manner and that DEVEL- OPER shall [their any damage to the Premises resulting from the exercise of these rights. 6. Public If aov�efents�. The CITY hereby agrees to make public improvements on its property adjacent to the Premises including construction of new sidewalks, curbing, on -street parking spaces, erection of street lights, planting of trees and redesign of the intersection of Washington and Exchange Streets to increase the radius thereof. Such public improvements shall be completed prior to completion of DEVELOPER'S improvements as set forth herein. Section B. CONDITIONS PRECEDENT TO THE CITY'S CONVEYANCE OF THE PREMISES TO THE DEVELOPER Before the CITY'S conveyance of the Premises the DEVELOPER shall complete the following: 1. Submission of Plans. The development and use of the Premises as a orporated into the DEVELOPER'S final plan shall be in substantial conformance with the scope of development described v Section A.I. above and the DEVELOPER'S presentation to the CITY'S Design Review and Site Plan Review Committee (hereinafter "Committee") on January 11, 1988, and plans entitled Proposed Eaton, Peabody, Bradford 6 Veague Office Building, prepared by Webster/Baldwin/Rohman/Day/Czarniecki, P.A., dated copies of which plans are on file in the office of the Department of Planning and Community Development, City Hall, 73 Harlow Street, Bangor, Maine. The City recognizes that the said nreaentation and Any development and use of the Premises shall comply with the Codes and Ordinances of the City of Bangor. All terms used in this paragraph shall he defined i accordance with the provisions of the Zoning Ordinance of the City of Bangor and any applicable amendments thereto or replacements thereof. Plans shall conform to and be submitted in accordance with the pro- visions of subsection 2. below. 2. Approval of Plans. No construction or renovation will be allows d xithout the prior submission and approval of npreliminary plans, final plans, and specifications. All plans will be submitted to the City Manager or staff designated by the City Manager. All plans and revisions to plans shall be reviewed by City staff desig- nated by the City Manager after which the City Manager shall submit the plans along with his recommendations to the City Council. Said plans shall be reviewed and approved by the City Council. No plans shall be approved unless said plans have been prepared by a duly registered architect or a duly registered professional engineer, as each is defined by Title 32 of the Maine Revised Statutes Annotated, unless otherwise accepted by the City. The following submissions shall be required: 4 a. Preliminary Plan - The intent of the Preliminary Plan shall be to outline the general scope of development or redevelopment, and to:convey to the City Council sufficient information to determine the character of the work to be performed. The Preliminary Plan shall contain: (1) Site Plan - The site plan shall be drawn to a scale of one (1) inch equals twenty (20) feet wherever practical. The plan should include: (a) Property lines and dimensions. (b) Adjacent features, such as abutting streets, buildings or properties. (c) Existing and proposed paved areas, including the type of pavement and Principal dimensions. (d) Theon site parking layout,.and. traffic flow, if any. (e) Planting areas, including general size and variety of trees and shrubs. (f) All existing and proposed utilities, both above and below ground, including ser- vice connections and drainage facilities. (g) Principal elevations, grades, or con- tours, both existing and proposed. (h) Existing and new building outlines, including overlaps such as canopies or basement extensions. (2) Floor Plan - The scale of the floor plan shall Us left to the discretion of the architect. This plan shall show general room layouts and use, including entrances and exits. Dimensions may be approximate and the overall floor area for each floor shall be indicated. The elevation of each floor shall be indicated. (3) Elevations - A suitable cross-section or elevation of the building shall be provided, either in the form of an artist's rendering of the building or a cross-section of the building. Where site grade Playsanimportant part in the layout of multi-level structures, the City shall reserve the right to request cut -away elevations showing the relationship of floors to surrounding grades. Materials to be used for exterior treatment shall be indicated. b. Final Plans and Specifications - After approval of the preliminary plan, the developer shall then proceed with the preparation of final plans and specifications. Said plans and specifications shall show sufficient details necessary to insure proper construction. All dimensions and elevations shall be accurate and all materials to be used in the structural or architectural treatment of the facility shall be outlined in complete detail. If, in the opinion of the City, there is a doubt regarding the structural adequacy of any facility, the developer shall provide all required back-up data, including structural computations, boring logs or material guarantees. C. No later than March 15, 1989, the DEVELOPER shall meet with the City Council and submit for its approval preliminary plans as specified in Section 8.2. above. If the City Council deems revisions to the preliminary plans to be necessary o appropriate, the plans must be so revised and submitted to the City Council for its approval no later than May 15, 1989. No later than August 15, 1989, the DEVELOPER shall ret with the City Council and submit for its approval final plans and related drawings, specifications, and documents in the form specified n Section 8.2. above. If the City Council deems revisions to the final plans to be necessary or appropriate, the plans must be so revised and submitted to the City Council for its approval no later than September 15, 1989. 3. Amendment to Final Plans. If the DEVELOPER desires to make any substantial alterations in the final plans after their approval by the City Council, the DEVELOPER shall submit the proposed change in writing to the City Council for its approval. If the final plans, as modified by the proposed change, still conform to the requirements of Section B.I. hereof, the City Council shall not unreasonably withhold approval of the proposed change. The City Council shall either approve or disapprove the proposed change within ten (lo) days after its submission and notify the DEVELOPER of its decision. 4. Construction Procr s Schedule. Concurrently with the submission of the final planseSthe DEVELOPER snail submit a construc- tion progress schedule to the City Council for its approval. The progress schedule shall provide for the commencement of construction within fifteen (151 months after closing and completion of construction within twenty-four (24) months from the commencementof construction, or such later date as the City Council may approve. Nothing herein shall be construed to extend, limit, or otherwise effect the time limits prescribed in any building permit or Planning Board approval. 5. Permit Requirement. DEVELOPER shall obtain, and shall provide satisfactory evidence thereof to the CITY, every permit, license, and governmental approval necessary for commencement and completion of the development described in Section A.1, above including, but not limited to, Bangor Planning Board approval, and excepting Maine Department Of Environmental Protection 1 if required. 6. Evidence of Financing. The DEVELOPER shall provide the CITY with written, legally binding commitments, in a form satisfactory to the City Solicitor, from acceptable lending institutions or govern- mental agencies for both interim construction financing and long-term financing of the total proposed development as it is detailed in the plans referred to and aooroved. under SectionsB.1. and 0.2. xhnoa_ 7. Construction Contract. The DEVELOPER shall provide the CITY with s ertificate executed by the DEVELOPER and its general contractor, if any, for construction of the total development cerci Eying to the existence of such a contract for development in actor dance with the provisions of section B.1.,. B.2., B.B. and B.4. above. Section C. CONDITIONS SUBSE9UENT TO THE CITY'S CONVEYANCE OF THE PREMISES TO THE DEVELOPER " Except as otherwise specified herein, the following express conditions, covenants, and restrictions shall be expressly incorpo- rated into the CITY'S Deed to the DEVELOPER, and shall run with the lana: 1. Deed Covenants. It is intended and agreed, and the Deed shall so expressly provide, that the express conditions, covenants, and restrictions provided in Section C. hereof shall be covenants ,running with the land" and that they shall be hinding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, the CITY and any successor ssor in interest to the Premises or any part thereof for the time periods specifically pre- scribed herein for each. None of the provisions and remedies below, including the Reversion specified in Section C.30., shall be construed so as to limit the DEVELOPER'S liability to the CITY for the DEVEL- OPER'S breach of any of its obligations under this Option Agreement and the Deed. 2. Use Restriction. The DEVELOPER agrees for itself, and every successor in interest to the Premises, or any part thereof, and the Deed shall contain express covenants on the part of the DEVELOPER for itself, and its successors and assigns, that the Premises and any improvements which may be or may become located thereon shall be used, constructed, developed, occupied and maintained in accordance with the laws, ordinances, orregulations of the State of Maine and the City of Bangor, as the same may now or hereafter be in effect. In the event that both the State and the City have law(s) governing the same sub- ject matter, DEVELOPER agrees that the Premises and any improvements which may be or may become located thereon shall be governed by the most restrictive of these law(s). The Developer further agrees that any structure, or the occupancy thereof, constructed on the Premises shall not unreasonably interfere in any way with the operation, main- tenance , repair or replacement of all existing sewer lines on the Premises. In addition to other requirements herein, the Developer shall not construct any structure on the Premises without receiving prior written certification by the City Engineer that said structure shall not unreasonably interfere with said sewer. 3. Anti-discrimina[ ion. The DEVELOPER agrees for itself, and every successor in in erea[ to the Premises, or any part thereof, and the Deed shall contain express covenants EVE 'on the part of the DLOPER for itself, and its successors and assigns, that the DEVELOPER, and its successors and assigns, shallnotdiscriminate upon the basis of race, color, creed, national origin, sex, or physical handicapinthe sale, lease, or rental, oruse or occupancy of the Premises or any improvements thereon. Thiscovenant shall run in perpetuity. This covenant against discrimination shall be binding for the benefit and in favor of, and enforceable by, the CITY and the United States of America against the DEVELOPER and every successor in interest to the Premises or any part thereof. 4. -Torts Taxes. The DEVELOPER agrees for itself, and -every successor in in[e [est to the Premises, or any part thereof, and the Deed shall contain express covenants on the part of the DEVELOPERforitself, and its successors and assigns, that thePremisesshall be subject to all taxes and assessments as may be imposed by any govern- mental authority upon the Premises and any buildings, structures, or improvements which may be or may become located thereon. It is the intent of the parties hereto, and DEVELOPER hereby agrees that it does hereby waive, for itself and any successors in interest, all right o privilege of exemption from municipal taxation of the Premises and any buildings, structures, or improvements which may be or may become located thereon, as may be available by reason of DEVELOPER'S or such successors' legal status, or for any other reason whatsoever, and that the City rof Bangor, in its capacity as a taxing authority, may assess all taxes as would otherwise be applicable to the Premises, buildings, structures or improvements which may be or may become located thereon, as if such exemption did not exist. DEVELOPER further agrees, for itself and any successors in interest to pay any assessments on or before the date upon which they become due and payable. The CITY agrees that DEVELOPER, Or its successors in interest, shall have the right to contest the amount of such taxes or assessments in the manner prescribed by law. 5. Subdivision Restriction. The DEVELOPER agrees for itself, and every successor in interest to the Premises, or any part thereof, and the Deed shall contain express covenants on the part of the DEVEL- OPER for itself, and its successors and assigns, that the Premises shall not be subdivided without the CITY'S express written consent, which consent shall no[ be u easonably withh Id. For the purpose of this paragraph, the folloxing ralone shall not be deemed to constitute a subdivision: a. Development of the project as acondominium pursuant to the Maine Condominium Act (33 M.R.S.A. Sec. 1601- 101 at seg.). b. Leases of portions of the development. C. Cotruction of .separate buildings o structures thensPremisea. 6. Land Speculation Restriction. The DEVELOPER represents and agrees that its purchase of [he Peeisea-and its other undertakings pursuant to this Option Agreement are and will be used for the purpose of development of the Premises in accordance with Section B.1. above, and not for speculation in land holdings. This covenant shall termi- nate upon the CITY'S issuance of the Certificate of Completion under Section C.12. below. 7. CITY'S Ap royal of Transfer Prior to Completion. The DEVELOPER recognizes that the qualificat7f­ons and identity of the DEVELOPER, and its principals or any successors in interest,. are of particular concern to the CITY. The DEVELOPER further recognizesthatit is because of such qualifications and identity that the CITY is entering into this Option Agreement and is willing to accept and rely n the obligations of the DEVELOPER for the faithful performance of all undertakings and covenants to be performed by the DEVELOPER. Therefore, the DEVELOPER represents and agrees for itself, its succes- sors and assigns,that, except only by way of security for the purpose of obtaining financing necessary to enable the DEVELOPER or any approved successor in interest to perform the obligations under Section B hereof, the DEVELOPER has not made or created and, until the CITY issues the Certificate of Completion under Section C.12. below, will not make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, lease, trust, power, or transfer in any other mode or form, of, or with respect to, this Option Agree- ment, the Premises, or any part thereof, or interest therein, nor shall any contract or agreement to do any of the same be entered into without the CITY'S prior written approval. This section shall not apply [c trans ere among the entities included with h d £' f DEVELOPER in the firs[ h f hi A t. The CITY shall be entitled to require as conditions to any such approval that: a. Any proposed transferee shall have the qualifications and financial responsibility, determined by the CITY by written evidence submitted to it, to be necessary and adequate to fulfill the obligations undertaken under Section B. hereof; b. Any proposed transferee, by instrument in writing satisfactory to the CITY and In a form recordable in the Penobscot Registry of Deeds, shall for itself and its successors and assigns, and expressly for the " benefit of the CITY, have expressly assumed all of the obligations of the DEVELOPER under this Option Agreement and agreed to be subject to all of the conditions and restrictions to. which the DEVELOPER is subject under Section C. hereof; and C. The consideration payable for the transfer by the transferee or on its behalf shall not exceed a amount representing the actual cost to the DEVELOPER of the Premises and the improvements, if any, there- tofore made thereon by it; the intent of this pro- vision being to preclude assignment of the agreement, r transfer of the Premises, for profit prior to the CITY'S issuance of the Certificate of Completion under Section C.12., and to provide that if any such assignment or transfer ismade the CITY shall be entitled to increase the purchase price to the DEVEL- OPER by the amount that the consideration payable for the assignment or transfer is in excess of the amount that may be authorized pursuant to this subparagraph c. and such consideration shall, to the extent that it is in excess of the amount so authorized, belong and forthwith be paid to the CITY. 10 The foregoing provisions of this Section CA. notwithstand- ing, the DEVELOPER may assign this Option Agreement and all rights and duties herein, subject to the terms and conditions hereof, to a devel- opment entity hereafter organized and qualified by DEVELOPER under the laws of the State of Maine; provided, however, that DEVELOPER shall retain an active involvement in the entity and the entity shall assume, in a writing satisfactory to the CITY, the obligation to complete, in the manner provided for in this option Agreement, the contemplated improvements on the Premises. Furthermore, the entity must submit evidence satisfactory to the CITY that it has the quali- fications and financial responsibility necessary to perform such obligation. All Covenants contained in this Section C.]. shall termite nate upon the CITY'S issuance of the Certificate of Completion under Section C.12. below. Mortgages Prior to Completion of Improvements. a. Prior to the completion of the improvements as cer- tified by the CITY, neither the DEVELOPER nor any successor in interest to the Premises or any part thereof shall engage in any financing or any other transaction creating any mortgage or any other encumbrance or lien upon the Premises, whether by express agreement or operation of law, or permit any encumbrance or lien to be made on or attached to the Premises, except for the purpose of obtaining funds necessary for making improvements provided herein plus the purchase price of the Premises paid by the DEVELOPER to the CITY. The DEVELOPER shall notify the CITY in advance of any mortgage financing it proposes to enter into with respect to the Premises, and of any encumbrance or lien that has been created on on attached to the Premises, whether by voluntary act of the DEVELOPER or otherwise. b. The holder of any mortgage authorized by this Option Agreement, including any such holder who obtains title to the Premises or any part thereof as a result of foreclosure proceedings or action in lieu thereof, shall not be obligated by the provisions of this - Option Agreement to construct Or Complete the improvements or to guarantee such construction o completion. No covenant or any other provision in any deed shall be construed so to obligate any such holder. However, neither such holder nor its suc- cessors or assigns shall be authorized to devotethe Premises or any part thereof to any uses, or to con- struct any improvements thereon, other than those uses or improvements provided or authorized in this Option Agreement 11 All covenants contained in this Section C.8. shall termi- nate upon the CITY'S issuance of the Certificate of Completion under .Section C.12, below. 9. Notice of Default to Mortgagee. Whenever the CITY shall deliver or make any notice or demand to the DEVELOPER with respect t0 any breach or default by the DEVELOPER in its obligations or cove - ants under this Option Agreement, the CITY shall at the same time deliver to each holder of record of any mortgage authorized by this agreement a copy of such notice or demand. Each such holder shall, insofar as the rights of the CITY are concerned, have the right at its option to cure such breach or default and to add the cost thereof to the mortgage debt and the lien of its mortgage. However, if the breach or default is with respect to construction of the improvements, such holder may not undertake or con- tinue the construction or completion of the improve- ments beyond the extent necessary to conserve or protect improvements or construction already made without first having expressly assumed in writing the obligations to the CITY to complete, in the manner provided in this Option Agreement, the improvements on the Premises or the part thereof to which the lien or title of such holder relates, and having submitted evidence satisfactory to the CITY that it has the qualifications and financial responsibility necessary to perform such obligation. Any such holder who shall properly complete the improvements relating to the Premises orapplicable part thereof shall be entitled, upon written request made t0 the CITY, to a certification by the CITY to such effect in a manner provided in Section C.12. of this Option Agreement. Such certification shall, if so requested by such holder, provide that any remedy of the CITY'S with respect to revesting of title t0 the Premises because of failure of DEVELOPER to cure any default with respect to the construction of the improvements on other parts of parcels of the Premises, or because of any other default in or breach of this Option Agree- ment by the DEVELOPER, shall not apply to the part or parcel of the Premises to which such certification relates. - iC b. If after the DEVELOPER'S default under this Option Agreement, the holder of any mortgage on the Premises or part thereof does not exercise the option to con- struct or complete the improvements relating to the Premises or part thereof covered by its mortgage o to which it has obtained title within 60 days after the holder has been notified of the default orunder- takes completion of the improvements but does not complete construction within the period as agreed upon by the CITY and such holder, the CITY shall have the option of paying to the holder the amount of the mortgage debt and securing an assignment of such debt and of the mortgage. If ownership of the Premises or part thereof has vested in such holder by way of foreclosure or action in lien thereof, the CITY shall be entitled, at its option, to a conveyance to it of the Premises or part thereof upon payment to such holder of an amount equal to the sum of the mortgage debt at the time of foreclosure or action in lieu thereof less all appropriate credits, including those resulting from Collection and application of rentals received during foreclosure proceedings; all expenses with respect to the foreclosure; the net expenses, exclusive of general overhead, incurred by such holder in and as a direct result of the subsequent management of the Premises; the cost of any improve- ments made by such holder; and an amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence until such acquisition by the CITY. c. In the event of the DEVELOPER'S default in its obligations under any mortgage or other instrument eating an encumbrance upon the Premises or part thereof prior to completion of improvements, the CITY may at its option cure such default Or breach. In such case the CITY shall be entitled, in addition to and without limitation upon any other remedy to which it shall be entitled by this Option,Agreement, oper- ation of law, or otherwise, to reimbursement from the DEVELOPSR or successor in interest of all costs and expenses incurred by the CITY incuring such default or breach, and to a lien upon the Premises or part thereof to which the mortgage, encumbrance, or lien relates, to secure such reimbursement. d. For the Purposes of this and other Paragraphs of this Option Agreement, the term "holder" in reference to a mortgage shall be deemed to include any insurer or guarantor of any obligation or condition secured by such mortgage, including but not limited to the Federal Housing Commissioner, the Administrator of Veterans Affairs, and any successor in office of either such official. 13 All covenants contained in this Paragraph 9 shall terminate upon the CITY'S issuance of the Certificate of Completion under Section C.12, below. 10. Title Reversion Prior to Complet Section C.12. below: ion. In the event .that prior to [he CITY'S Issuance of the Certificate of Completion under a. The DEVELOPER, or its successor in interest or assign, shall default in or violate its obligations with respect to the construction of the improvements (including the nature and the dates for the beginning and completion thereof), or shall abandon or sub- stantially suspend construction work, and any such default, violation, abandonment, or suspension is not cured, ended, or remedied within three (3) months (or x (6) months, if the default is with respect to the date for completion of the improvements) after written demand by the CITY to do so, or b. The DEVELOPER, or its successor In interest o assign, shall fail to pay real estate taxes o assessments on the Premises or any part thereof when due, or shall place thereon any encumbrance or lien unauthorized by Section C. hereof, or shall suffer any levy or attachment to be made, or any material - men's or mechanics' lien, or any other unauthorised encumbrance or lien to attach, and such taxes o assessments shall not have been paid, or the encum- brance or lien removed or discharged or provision made, satisfactory to the CITY, for such payment,' removal, or discharge, within thirty (30) days after the CITY'S written demand to do sol or C. The DEVELOPER, Or its successor. In interest or assign, shall make any assignment for the benefit of creditors, or a receiver or similar officer shall be appointed to take charge of all or any substantial part of the DEVELOPER'S property, and such assignment or appointment is not dismissed or released within thirty (30) days of the date the assignment or appointment is made; or d. There is, in violation of section C. hereof, any transfer of the Premises or any part thereof, or any change in ownership of the DEVELOPER, except as expressly permitted in Section C.]. above, and such violation shall not be cured within thirty (30) days after written demand by the CITY to the DEVELOPER: 14 then the CITY shall have the right to re-enter and take possession of the Premises and t0 terminate and revest i0 the CITY the entire estate conveyed by the Deed to the DEVEAIPER as if no Deed had ever been given; it being the intent of this provision, together with other provisions of Section C. hereof, that the conveyance of the Premises to the DEVELOPER shall be made upon, and that the Deed shall contain, a condition subsequent to the effect that in the event of any default, failure, violation, or Other action orinaction by the DEVEWPER specified in subparagraphs a., b., a. and d. of Section C.10. hereof, and failure on the part of the DEVELOPER to remedy, end, or abrogate such default, failure, violations or other action or inaction, within the period and in the manner stated in such subparagraphs, the CITY. at its option may declare a termination in favor of the CITY of the title, and of all the rights and interests in and to the Premises, and that such title and all rights and interests of the DEVELOPER, and any signs or successors in interest to and in the Premises shall revert to the CITY; provided, however, that such Condition subsequent and by,eating Of title in the CITY shall always be subject to and limited and shall not defeat, render invalid or limit in any way: (1) the lien of any mortgage authorized by Section C. hereof, and (2) any rights or interests provided in Section C. for the protection of the holders of such mortgages. The CITY shall have the right to institute such actions o proceedings as it may deem desirable for effectuating the purposes of this Section Cs10. including also the right to execute and record o file among the public land records in the office in which the Deed is recorded a written declaration of the termination of all the right, title and interest of the DEVEWPER, its successors in interest and assigns, in the Premises and the revesting of title in the CITY; provided, however, that any delay by the CITY ininstituting or pros- ecuting any such actions or proceedings or otherwise asserting its rights under Section C. hereof shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way. The express conditions, covenants, and restrictions con- tained in this Section C.10. shall terminate upon the CITY'S issuance of the Certificate of Completion under Section C.12. below. 11. Disposition Upon Reversion. Upon the revealing in the CITY of title to the Premises or any part thereof as provided in Section C.10., the CITY shall in accordance with State law use its best efforts to resell the Premises or part thereof, subject to any exist— ing mortgage liens, as soon and in such manner as the CITY shall find feasible and consistent with the objectives of developing the Premises for retail or professional office use, to a qualified and responsible party or parties, as determined by the CITY, who will assume the obligation of making or completing the improvements or such other improvements in their stead as shall be satisfactory to the CITY. 15 be applied: Upon the resale of the Premises, the proceeds thereof shall a. First, to reimburse the CITY for: all costs and expenses incurred by the CITY including but not limited to salaries of personnel in connection with the recapture, management, and resale of the Premises r part thereof (but less any income derived by the CITY from the Premises or part thereof); all taxes, assessments, water, sewer and other utility charges with respect to the Premises or part thereof; any payments made or necessary to be made to discharge any encumbrances or liens existing on the Premises r part thereof at the time of revesting of title thereto in the CITY or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the DEVEWPER, its successors or assigns; any expendi- tures made or obligations incurred with respect to the making or completion of the improvements or any Part thereof on the Premises or part thereof; and any amounts otherwise owing to the CITY by the DEVEWPER and its successor or assign; and b. Second, to reimburse the DEVEWPER, its successor or assign, up to the amount equal to: (1) the sum of the purchase price paid by it for the Premises or part thereof and the cash actually invested by it in making any of the improvements on the Premises o Part thereof; less (2) any gains or income withdrawn or made by it. The CITY shall retain as its property any balance remaining after such reimbursement. - The express conditions, covenants, and restrictions con- tained in this Section C.11. shall terminate upon the CITY'S issuance of the Certificate of Completion under Section C. 12. below. 12. Certificate of Completion. Promptly after completion of the improvements in a ordance with the provisions of this option Agreement, the CITY will fu[nian the DEVEWPER with an appropriate instrument so certifying, which instrument shall not be unreasonably withheld. Such certification shall be in such form as will enable it to be recorded in the Penobscot Registry of Deeds. The CITY'S issuance of the Certificate of Completion will constitute conclusive proof of the satisfaction and termination of the express conditions, covenants, and restrictions contained in Sections C.6., C.7., C.E., C.9.1 C.10.1 and C.11.. above. IG If the CITY shall refuse or fail to provide such certifi- cation, the CITY shall, within thirty (30) days after written request by the DEVELOPER, provide the DEVELOPER with a written statement indicating in adequate detail in what respects the DEVELOPER has failed to complete the improvements in accordance with the provisions of this Option Agreement and what -measures will be necessary to obtain such certification. 13. Severability. If any provision of this Option Agreement is determined to be i H. or unenforceable under law, it shall not affect the validity or enforcement of the remaining obligations or portions hereof. 14. Notice. Any notice under this Option Agreement by either party to the other shall be sufficiently given or delivered if it i dispatched by registered o certified mail, postage prepaid, return receipt requested, or delivered personally, and a. in the case of the DEVELOPER, is addressed to or delivered personally to the DEVELOPER, at Merrill Center, Exchange Street, P.O. Box 1210 Bangor, ME. 04 U1 . In. in the case of the CITY, is addressed to or delivered personally to the CITY, C/o City Manager, City Hall, 73 Harlow Street, Bangor, Maine 04401, or to such other persons or addresses as the parties may designate. in writing to the other. IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first written above... CITY OF BANGOR By Edward A. Barrett Its City Manager EATON, PEABODY, BRADFORD 6 VEAGUE, P.A. STATE OF MAINE Penobscot, as. ME 17 Then personally appeared the above-named Edward A. Barrett, in his capacity as the City Manager of the City of Bangor, and acknowledged the foregoing instrument to be his free act and deed in such capacity and the free act and deed of the City of Bangor. Before me, Printed Name: Justice of the Peace Notary Public Attorney at Law STATE OF MAINE Penobscot, as. IVIV Then personally appeared the above-named , in his capacity as of Eaton, Peabody, Bradford, s Veague, P.A. antl acknowledged the foregoing instrument to be his free act and deed in such capacity and the free act and deed of the Eaton, Peabody, Bradford 6 Veague, P.A.. Before me, Printed Name: Justice Of the Peace Notary Public Attorney at Law EXHIBIT A (Survey) page I of 2 EXHIBIT A (Written Legal De Seription) page 2 of 2 M E M O R A N D U M DATE: October 4, 1988 TO: Russell McKenna, City Clerk PR: Rodney G. McKay, Director of Planning 6 Community Development RE: Council Order 488-247 Attached for your files is a copy of the Option Agreement with Eaton, Peabody, Bradford 6 Veague, P.A. for redevelopment of Community Development Parcel B-13 authorized by passage of Council Order 88-247 On September 26, 1988. R.G.M RGM/rp Attachment: AS OPTION AGREEMENT FOR PURCHASE OF URBAN RENEWAL PARCEL B-13 THIS AGREEMENT is made this .13 �_ day of QQ" .Qo^AR , 1988, by and between the CITY OF BANGOR, a municipal corporation located in the County of Penobscot, State of Maine (hereinafter "CITY"), and Eaton, Peahpdy, Bradford 6 Veaoue, P.A. , a Maine professional cor- poration, having a place of business in Bangor, County of Penobscot, State of Maine (hereinafter "DEVELOPER" which term shall also include any wholly owned subsidiary corporation or any corporation, Partner- ship, limited partnership or trust where the shares, partnership interests or legal or beneficial interests are held by the share- holders of DEVELOPER). WITNESSETH: WHEREAS, the CITY has received the DEVELOPER'S proposal for the development of the real property known as Eenduskeag Stream Urban Renewal Disposition Parcel 8-13, 'located on Exchange Street in Bangor (hereinafter "the Premises"), being approximately 60,000 square feet, plus certain air space and easement for support (the exact location of said easement for support shall be determined at a future date, prior to closingr upon mutual agreement of the parties hereto), and a ease- ment for landscaping purposes, all being more particularly identified on Exhibit A attached hereto and incorporated herein by reference; and WHEREAS, in accordance with its Development Plan, the CITY has determined that the private development of the Premises in accordance with the provisions of this Option Agreement and the Development Plan would beat serve the interests of the citizens of the CITY; and WHEREAS, the CITY has determined that the DEVELOPER'S proposal will serve the interests of the citizens of Bangor; NOW, THEREFORE, in consideration of the option fee paid to the CITY by the DEVELOPER in accordance with Section A.2. below and of the mutual conditions and covenants contained herein, the parties agree as follows: Section A. GRANT OF OPTION 1. Grant ofOption. The. CITY grants and the DEVELOPER accepts e op an exclusivtion to purchaae the Premises for development of a four (4) story building from the Exchange Street elevation having not less than 60,000 square feet of office and commercial space and provision of a minimum of 65 es fsite parking spaces, at a minimum direct construction cost feor r architects, engineering and surveys plus site work, building labor and materials, and tenant improvements) of not less than five million five hundred thousand dollars ($5,500,000) in accordance with the terms and conditions of this Option Agreement. The purchase price of the Premises shall be $60,000, to be paid to the CITY in cash or by Certified or Bank Check at the time of closing on the sale of the Premises, less any amounts paid by the DEVELOPER to the CITY pursuant to this Option Agreement. In addition to said purchase price the DEVELOPER shall pay to the CITY an amount equal to $5,000 times the number of parking spaces lost by the CITY, if any, due to the conveyance of said ease- ment for support (due to the location Of pilings or supports for a structure to be built in the air space plane) as above -referenced and as indicated on Exhibit A. Nothing herein shall be construed to require the DEVELOPER to pay any amount for parking spaces lost by the CITY due to DEVELOPER'S location of curb cuts and maneuvering areas as shown on DEVELOPER'S duly approved site plan. It is expressly intendedand understood by the parties hereto that in the event that the metes and bounds description of said easement for support is not determined prior to closing and/or in the event that the CITY conveys said easement for support without the inclusion of a metes and bounds description of said easement for support in the instrument of conveyance, that the DEVELOPER shall pay the above-specified amount to the CITY prior to the erection of any support, piling or other structure pursuant to the rights granted i said easement for support. - 2. Term and Price of Ootion. This Option Agreement shall remain in effect from the date hereof until October 31, 1989. The -non-refundable option fee for this period is $200.00 per month, which shall be paid to the CITY in cash or by Certified or Bank Check on or before the first business day of each month this Option Agreement is in effect beginning October 1, 1988. - The City Council may extend this Option Agreement, upon the DEVELOPER'S written request stating the reasons therefor, for a period not to exceed an additional six (6) months. The fee for an extension, Which shall be payable in full, before or at the time the extension is executed, shall be $200.00 per month. -' All option fees paid to the CITY under this Agreement shall be applied towards the purchase price upon the conveyance of the Premises to the DEVELOPER; provided, however, that the option fees shall be forfeited to the CITY if the DEVELOPER does not purchase the Premises in accordance with the terms and conditions Of this Agree- ment. During the term of this Option, the CITY shall have the continuing right to operate the premises as a public parking lot. 3. Exercise of Option. To exercise its right to purchase the Promises, the DEVELOPER ¢hall so notify the CITY in writing before the expiration of this Option Agreement and any extension thereof. 4. Conveyance and Evidence of Title. Within 30 days, or such other time as the parties may agree upon, of the CITY'S receipt of the DEVELOPER'S notice under Section A.S. above, the CITY shall convey good and clear marketable title, free and clear of all liens and en- cumbrances, except easements for existing sewer lines as shown o Exhibit "A", to the Premises to the DEVELOPER by Municipal Quitclaim Deed, subject however to the conditions, restrictions, and covenants contained in Sections E. and C. below. Within 30 days of the date of this Option Agreement, or such other time as the parties may agree, the CITY will furnish to the DEVELOPER evidence of its title in the form of an abstract of title prepared in accordance with the Maine Title Standards, or a title insurance commitment issued by a title insurance company, licensed to do business in the State of Maine, that it will issue a title insurance policy insuring marketable title. If the CITY is unable to tender marketable title after using such reason- able efforts, the CITY shall refund to the DEVELOPER the fees paid under this Option Agreement, if the DEVELOPER so requests, or the DEVELOPER may choose to accept the CITY'S Municipal Quitclaim Deed, in which case the DEVELOPER shall assume any risks associated with the title. In no event shall the CITY'S obligations to tender marketable title, and to use reasonable efforts to determine the source of title, extend beyond the term of this Option and any duly executed extension thereof as set forth in Section A.2. above. Within 30 days of the date of this Option Agreement, or such other time as the parties may agree, the City shall provide a boundary survey of the Premises prepared by a duly registered land surveyor or duly registered professional engineer, as each is defined by Title 32 of the Maine Revised Statutes Annotated. S. Right of Entry. During the option period the DEVELOPER shall have the right, on reasonable notice to and consent by the City Engineer, to enter upon the Premises with persons and machines for the preparation of feasibility studies and construction plans. Such entry shall be at DEVELOPER'S sole risk and expense, and the DEVELOPER covenants and agrees to indemnify, defend, and hold the CITY harmless from any claims for personal injury or property damage suffered by of entry upon the Premises by DEVELOPER, its agents o employ - sea, or or anyone acting on the DEVELOPER'S behalf. Prior to any entry hereunder, the DEVELOPER shall first obtain liability insurance for this purpose in such amount(s) of coverage satisfactory to CITY with the CITY as an additional named insured, and shall provide the CITY with written evidence thereof. All work shall be done in a manner that causes the least possible disturbance to the Premises, and the DEVELOPER covenants and agrees that the exercise of its rights under this paragraph shall be done in a workmanlike manner and that DEVEL- OPER shall repair any damage to the Premises resulting from the exercise of these rights. 6. Public Im rovementa. The CITY hereby agrees to make public improvements on its pzoPegy adjacent to the Premises including construction of new sidewalks, curbing, on -street parking spaces, erection of street lights, planting of trees and redesign of the intersection of Washington and Exchange Streets to increase the radius thereof. such public improvements shall be completed prior to completion of DEVELOPER'S improvements as set forth herein. 4 Section B. CONDITIONS PRECEDENT TO THE CITY'S CONVEYANCE OF THE PREMISES TO THE DEVELOPER Before the CITY'S conveyance of the. Premises the DEVELOPER shall complete the following: 1. Submission of Plans. The development and use of the Premises as ncor� porated into the DEVELOPER'S final plan shall be in substantial conformance with the scope of development described in Section A.1. above and the DEVELOPER'S presentation to the CITY'S Design. Review and Site Plan Review Committee (hereinafter "Committee') on January 11, 1988, and plans entitled Proposed Eaton, Peabody, Bradford a Veague Office Building, prepared by Webs te r/Ba ldw i n/Rohman/ Day/CZarniecki, P.A., dated Jul, 25, 1988 , copies of which plans e on file in the office of the Department of Planning and Community Development, City Hall, 73 Harlow Street, Bangor, Maine. The City recognizes that the said presentation and plans were based upon a plot plan which showed the Premises as having approximately forty feet more of street frontage and lot width than actually exists, and that the DEVELOPER'S final plan (including provisions for, parking) must be revised to reconcile this discrepancy. Any development and use of the Premises shall comply with the Codes and Ordinances of the City of Bangor. All terms used in this paragraph shall be defined in accordance with the provisions of the Zoning Ordinance of the City of Bangor and any applicable amendments thereto or replacements thereof. Plans shall conform to and be submitted in accordance with the pro- visions of subsection 2. below. 2. Approval of Plane. No construction or renovation will be allowed. without the prior submission and approval of preliminary plans, final plans, and specifications. All plans will be submitted to the City Manager or staff designated by the City Manager. All plans and revisions to plans shall be reviewed by City staff desig- nated by the City Manager after which the City Manager shall submit the plans along with his recommendations to the City Council. Said plans shall be reviewed and approved by the City Council. No plans shall be approved unless said plans have been prepared by a -duly registered architect or a duly registered professional engineer, a each is defined by Title 32 of the Maine Revised Statutes Annotated, unless otherwise accepted by the -City. The following submissions shall be required: 5 a. Preliminary Plan - The intent of the Preliminary Plan shall be to outline the general scope of development or redevelopment, and to convey to the City council sufficient information to determine the character of the work to he performed. The Preliminary Plan shall contain: (1) Site Plan - The site pian shall he drawn to a scale of one (1) inch equals twenty (20) feet wherever practical. The plan should includes (a) Property lines and dimensions. (b) Adjacent features, such as abutting streets, buildings or properties. (c) Existing and proposed paved areas, including the type of pavement and principal dimensions. (d) The on-site parking layout, and traffic flows if any. (e) Planting areas, including general size and variety of trees and shrubs. (f) All existing and proposed utilities, both above and below ground, including ser- vice connections and drainage facilities. (g) Principal elevations, grades, or con- tours, both existing and proposed. (h) existing and new building outlines, including overlaps such as canopies or - basement extensions. (2) Floor Plan - The scale of the floor .plan shall Te left to the discretion of the architect. This plan shall show general room layoutsand use, including entrances and exits. 'Dimensions may be approximate and the overall floor area for each floor shall be indicated. The elevation .of each floor shall be indicated. (3) Elevations - A suitable cross-section or elevation of the building shall be provided, either in :the form of an artist's rendering of the building or a cross-section of the building. where site grade plays an important part in the layout of multi-level structures, the City shall reserve the right to request cut -away elevations showing the relationship of floors to surrounding grades. Materials to be used for exterior treatment shall be indicated. b. Final Plana and Svecif icatlona - After approval of the preliminary plan, [he developer shall then proceed with [M1a preparation of final plans and specifications. Said plana and specifications shall show sufficient details necessary to insure proper construction. All dimensions and elevations shall be accurate and all materials to be used in the structural or architectural treatment of the facility shall be outlined in complete detail. If, in the opinion of the City, there is a doubt regarding the structural adequacy of any facility, the developer shall provide all required back-up data, including structural computations, boring logs or material guarantees. C. No later than March 15, 1989, the DEVELOPER shall. meet with the City Council and Submit for its approval preliminary plans as specified in Section B.2. above. If the City Council deems revisions to the preliminary plans to be necessary or appropriate, the plans must be so revised and submitted to the City Council for its approval no later than May 15, 1989. No later than August 15, 1989, the DEVELOPER shall meet with the City Council and submit for its approval final plans and related drawings, specifications, and documents in the form specified n Section E.2..above. If the City Council deems revisions to the final plans to be necessary or appropriate, the plans must be So revised and submitted to the City Council for its approval no later than September 15, 1989. 3. Amendment to Final Plans. If the DEVELOPER desires to make any substantial alterat ons in the final plans after their approval by the City Council, the DEVELOPER shall submit the proposed change in writing to the City Council for its approval. If the final plans, a modified by the proposed change, still conform to the requirements of Section 8.1. hereof, the City Council shall not unreasonably withhold approval of the proposed change... The City Council shall either approve or disapprove the proposed change within ten (30) days after its submission and notify the DEVELOPER of its decision. 4. Constructioh Prooress Schedule. Concurrently with the submission of the final plana, the DEVELOPER shall submit a Construc- tion progress schedule to the City Council for its approval. The progress schedule shall provide for the commencement of construction within fifteen (15) months after closing and completion of construction M thiin twenty-four (24) months from the commencement of construction, or such later date as the City Council may approve. Nothing herein shall he construed to extend, limit, or otherwise effect the time limits prescribed in any building permit or Planning Board approval. 5. Permit Requirement. DEVELOPER shall obtain, and shall provide satisfactory evidence thereof to the CITY, every permit, license, and governmental approval necessary for commencement and completion of the development described in Section A.I. above including, but not limited to, Bangor Planning Board approval, and excepting Maine Department of Environmental Protection approval if required. 6. Evidence of Pinancin2. The DEVELOPER shall provide the CITY with written, legally binding commitments, in a form satisfactory to the City Solicitor, from acceptable lending institutions or govern- mental agencies for both interim construction financing and long-term financing of the total proposed development as it is detailed in the plans referred to and approved under Sections B.1. and B.2. above. The DEVELOPER or the DEVELOPER'S general contractor shall post with said lending institutions or governmental agencies both a performance bond and a labor and materials payment bond isued by a corporate surety licensed to do business in the State ofMaine, each in a penal sum equal to the total estimated cost of the total proposed development, to secure performance of the obligations set forth in Sections B.1, B.2., B.3. and 8.4above. The DEVELOPER or the DEVELOPER'S general contractor shall submit to the CITY a copy of said bonds and written evidence of payment of the required premiums. The bonds must remain in effect until the CITY'S issuance of the Certificate of Completion under Section C.12, below. I. Construction Contract. The DEVELOPER shall provide the CITY with a certificate executed by the DEVELOPER and its general contractor, if any, for construction of the total development certi- fying to the existence of such a contract for development in accor- dance with the provisions of Section B.1., B.2.; R.I. and B.4, above. Section C. CONOITIONS SUBSEQUENT TO THE CITY'S CONVEYANCE OF THE PREMISES TO.TNE DEVELOPER Except as otherwise specified herein, the following express conditions, covenants, and restrictions shall be expressly incorpo- rated into the CITY'S Deed to the DEVELOPER, and shall run with the lana, 1. Deed Covenants. It isintended and agreed, and the Used shall so expressly provide, that the express conditions, covenants, and restrictions provided in Section C. hereof shall be Covenants "running with the land- and that they shall be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, the CITY and any successor in interest to the Premises or any part thereof for the time periods specifically pre- scribed herein for each. None of the provisions and remedies below, including the Reversion specified in Section C.10., shall be construed so as to limit the DEVELOPER'S liability to the CITY for the DEVEL- OPER'S breach of any of its obligations under this Option Agreement and the Deed. 2. Use Restriction. The DEVELOPER agrees for itself, and every successor— n -i arest to the Premises, or any part thereof, and the Used shall contain express covenants on the part of the DEVELOPER for itself, and its Successors and assigns, that the Premises and any improvements which may be or may became located thereon shall be used, constructed, developed, occupied and maintained in accordance with the laws, ordinances, or regulations of the State of Maine and the City of Bangor, as the same may now or hereafter be in effect. In the event that both the State and the City have law(s) governing the same sub- ject -matter, DEVELOPER agrees that the Premises and any improvements which may be or may become located thereon shall be governed by the most restrictive of these law(s). The Developer further agrees that any structure, or the occupancy thereof, constructed on the Premises shall not unreasonably interfere in any way with the operation, main- tenance ain-tenance , repair or replacement of all existing sewer lines on the Premises. In addition to other requirements herein, the Developer Shall not construct any structure on the Premises without receiving prior written certification by the City Engineer that said structure shall not unreasonably interfere with said sewer. 3. Anti -discrimination. The DEVELOPER agrees for itself, and every successor inssor fn interest toto the Premises, or any part thereof, and the Deed shall contain express covenants on the part of the DEVELOPER for itself, and its successors and assigns, that the DEVELOPER, and its successors and assigns, shall not discriminate upon the basis of race, color, creed, national origin, sex, or physical handicap in the sale, lease, or rental, or use or occupancy of the Premises or any improvements thereon. This covenant shallrunin perpetuity. This covenant against discrimination shall be binding for the benefit and in favor of, and enforceable by, the CITY and the United States of America against the DEVELOPER and every successor in interest to the Premises or any part thereof. 4. Property Taxes. The DEVELOPER agrees for itself, and every successor in interest to the Premises, or any part thereof, and the Deed shall contain express covenants on the part of the DEVELOPER for itself, and its successors and assigns, that the Premises shall be subject to all taxes and assessments as may be imposed by any govern- mental authority upon the Premises and any buildings, structures, or improvements which may be or may become located thereon. It is the intent of the parties hereto, and DEVELOPER hereby agrees that it does hereby waive, for itself and any successors in interest, all right o privilege of exemption from municipal taxation of the Premises and any buildings, structures, or improvements which may be or may became located thereon, as may be available by reason of DEVELOPER'S or such successors' legal status, or for any other reason whatsoever, and that the City of Bangor, in its capacity as a taxing authority, may assess all taxes as would otherwise be applicable to the Premises, buildings, structures or improvements which may be or may become located thereon, as if such exemption did not exist. DEVELOPER further agrees, for itself and any successors in interest, to pay any assessments on or before the date upon which they become due and payable. The CITY agrees that DEVELOPER, or its successors in interest, shall have the right to contest the amount of such taxes or assessments in the manner prescribed by law. 5. Subdivision R¢etri tion. The DEVELOPER agrees for itself, and every successor in interest to the Premisesv or any part thereof, and the Deed shall contain express covenants on the part of the DEVEL- OPER for itself, and its successors and assigns, that the Premises. shall not be subdivided without the CITY'S express written consent, which consent shall not be unreasonably withheld. For the purpose of this paragraph, the following alone shall not be deemed to constitute a subdivision: a. Development of the project as a condominium. pursuant to the Maine Condominium Act (33 M.R.S.A. See. 1601- 101 at seq.l. b. Leases of portions of the development. C. Construction of separate buildings or structures an the Premises. fi. Land Speculation RestmiatioD. The DEVELOPER represents and agrees that. its pumM1ase of the Premises and iia- 'other undertakings pursuant to this Option Agreement are and will be used for the purpose of development of the Premises in accordance with Section 3.3. above, and not for speculation in land holdings. This covenant shall termi- nate upon the CITY'S issuance of the Certificate of Completion under Section C.12. below. 7. CITY'S ADproyal of Transfer Prior t0 Completion. The DEVELOPER recognizes that Me qua11E1cations and identity of the DEVELOPER, and its principals or any successors in interest, are of particular concern to the CITY. The DEVELOPER further recognizes that it is because of such qualifications and identity that the CITY is entering into this Option Agreement and is willing to accept and rely on the obligations of the DEVELOPER for the faithful performance of all undertakings and covenants to be performed by the DEVELOPER. W Therefore, the DEVELOPER represents and agrees for itself, its succes- sors and assigns, that, except only by way of security for the purpose of obtaining financing necessary to enable the DEVELOPER or any approved successor in interest to perform the obligations under Section B hereof, the DEVELOPER has not made or created and, until the CITY issues the Certificate of Completion under Section C.12. below, will not make or create, or suffer to be made or created, any total o partial sale, assignment, conveyance, lease, trust, power, or transfer in any other mode or form, of, or with respect to; Ghia Option -Agree- ment, the Premises, or any part thereof, or interest therein, nor shall any contract or agreement to do any of the same be entered into without the CITY'S prior written approval. This section shall not apply to transfers among the entities included with the definition of •DEVELOPER" in the first paragraph of this Agreement. The CITY shall be entitled to require as conditions.to any such approval that: a. Any proposed transferee.shall have the qualifications and financial responsibility, determined by the CITY by written evidence submitted to it, to be necessary and adequate to. fulfill the obligations undertaken under Section B. hereof; b. Any proposed transferee, by instrument in writing satisfactory to. the CITY and in a form recordable in the Penobscot Registry of Deeds, shall for itself and its successors and assigns, and expressly for the benefit Of the CITY, have expressly assumed all of the obligations, of the DEVELOPER under this Option Agreement and agreed to be subject to all of the conditions and restrictions to which the DEVELOPER is subject under Section C. hereof; and C. The consideration Payable for the transfer by the transferee or on its behalf shall not exceed a amount representing the actual 'cost to the DEVELOPER of the Premises and the improvements, if any,there- tofore made thereon by it; the intent of this pro- vision being toprecludeassignment of the agreement, or transfer of the Premises, for profit prior to the CITY'S issuance of the Certificate of Completion under Section C.12., and to provide that if any such assignment or transfer is made the CITY shall be entitled to increase the purchase price to the DEVEL- OPER by the amount that the consideration payable for the assignment Or transfer is in excess of the amount that may be authorised pursuant to this subparagraph C. and such consideration shall, to the extent .that it is in excess of the 'amount so authorized, belong and forthwith be paid to the CITY. The foregoing provisions of this Section C.7. notwithstand- ing, the DEVELOPERmayassign this Option Agreement and all rights and duties herein, subject to the terms and conditions hereof, to a devel- opment entity hereafter organized and qualified by DEVELOPER under the laws of the State of Maine; provided, however, that DEVELOPER shall retain an active involvement in the entity and the entity shall in a writing satisfactory to the CITY, the obligation to. complete, In the manner providedfor in this Option Agreement, the contemplated improvements on the Premises. Furthermore, the entity must submit evidence satisfactory to the CITY that it has the quali- fications and financial responsibility necessary to perform such obligation. _ All covenants contained in this Section C.7. shall termi- nate upon the CITY's issuance of the Certificate of Completion under Section C.12. below. 8. Mortgaaes Prior t0 Completion of Improvements. a. Prior to the completion of the improvements as cer- tified by the CITY, neither the DEVELOPER nor any successor in interest to the Premises or any part thereof shall engage in any financing or any other transaction creating any mortgage or any other encumbrance or lien upon the Premises, whether by express agreement or operation of law, or permit any encumbrance or lien to be made on or attached to the Premises, except for the purpose of obtaining funds necessary for making improvements provided herein plus the purchase price of thePromisespaid by the DEVELOPER to the CITY. The DEVELOPER shall notify the CITY in advance of any mortgage financing it proposes to enter into with respect to the Premises, and of any encumbrance or lien that has been created on r attached to the Premises, whether by voluntary act Of the DEVELOPER or otherwise. b. The holder of any mortgage authorized by this Option Agreement, including any such holder who obtains title to the Premises or any part thereof as a result of foreclosure proceedings or action in lieu thereof, shall not be obligated by the provisions of this Option Agreement to construct or complete the improvements onto guarantee such construction or completion. No.covenant or any other provision in any deed shall be construed so to obligate any such holder. However, neither such holder nor its suc- cessors or assigns shall be authorized to devote the Premises or any part thereof to any uses, or to con- struct any improvements -thereon, other than those uses or improvements provided or authorized in this Option Agreement. 12 All covenants contained in this Section C.B. shall termi- nate upon the CITY'S issuance of, the Certificate of Completion under Section C.12. below. 9. - Notice of Default to Mortgagee. a. Whenever the CITY shall deliver or make any notice or demand to the DEVELOPER with respect to any breach o default by the DEVELOPER in its obligations or cove- nants under this Option Agreement, the CITY shall at the same time deliver to each holder of record of any mortgage authorized by this agreement a copy of such notice or demand. Each such holder shall, insofar as the rights of the CITY are concerned, have the right at its option to cure such breach or default and to add the cost thereof to the mortgage debt and the lien of its mortgage. However, if the breach or default is with respect to construction of the improvements, such holder may not undertake or con- tinue the construction or completion of the improve- ments beyond the extent necessary to conserve o protect improvements or construction already made without first having expressly assumed in writing the obligations to the CITY to complete, in the manner provided in this Option Agreement, the improvements on the Premises or the part thereof to which the lien or title of such holder relates, and having submitted evidence satisfactory to the CITY that it has the qualifications and financial responsibility necessary to perform such obligation. Any such holder who shall properly complete the improvements relating to the Premises or applicable part thereof shall be entitled, upon written request made to the CITY, to a certification by the CITY to such effect In a manner provided in Section C.12. of this Option Agreement. Such certification shall, if sorequested by such holder, provide that any remedy of the CITY'S with respect to revesting of title to the Premises because of failure of the DEVELOPER to cure any default with respect to the construction of the improvements o other parts of parcels of the Premises, or because of any other default in or breach of this Option Agree- ment by the DEVELOPER, shall not apply to the part or parcel of the Premises to which such certification - relates. _, 13 b. If after the DEVELOPER'S default under this Option Agreement, the holder ofany mortgage on the Premises or part thereof does not, exercise the option to con- struct or complete the improvements relating to the Premises or part thereof covered by Its mortgage or to which it has obtained title within 60 days after the holder has been notified of the default or under- takes completion of the improvements but does not complete construction within the period as agreed upon by the CITY and such holder, the CITY shall have the option of paying totheholder the amount of the mortgage debt and securing an assignment of such debt and of the mortgage. If ownership of the Promisee or part thereof has vested in such holder by way of foreclosure or action in lieu thereof, the CITY shall be entitled, at its option, to aeveyance to it of the Premises or part thereof upon payment to such holder of an amount equal to the sum of the mortgage debt at the time of foreclosure or action in lieu thereof less all appropriate credits, including those resulting from collection and application of rentals received during foreclosure proceedings; all expenses with respect to the foreclosure; the net expenses, exclusive of general overhead, incurred by such holder in and as a direct result of the subsequent management of the Premises; thecostof any improve- ments made by such holder; and an amount equivalent to the interestthat would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence until such acquisition by the CITY. C. In the event of the DEVELOPER'S default in its obligations under any mortgage or other instrument creating an encumbrance upon the Premises or part thereof prior to completion of improvements, the CITY may at its option cure such default or breach. In such case the CITY shall be entitled, in addition to and without limitation upon any other remedy to which it shall be entitled by this Option Agreement, - oper- ation of law, or. otherwise, to'reimbursement from the DEVELOPER Or successor in interest of all costs and expenses incurred by the CITY in curing such default or breach, and to a lien upon the Premises or part thereof to which the mortgage, _encumbrance, or lien relates, to secure such reimbursement. d. For the purposes of this and other Paragraphs of this Option Agreement, the'tecm "holder" in reference to a mortgage shall be deemed to include any insurer guarantor of any obligation or condition secured by such mortgage, including but not limited to the Federal Housing Commissioner, the Administrator of Veterans Affairs, and any successor in office of either such official. I[1 Al covenants contained in this Paragraph 9 shall terminate upon the CITY'S issuance of the Certificate of Completion under Section C.12. below. 10. Title Reversion Prior to Com letlon. In the event that prior to the CITY S ssuance of [he Certificate of Completion under Section C.12. below: a. The DEVELOPER, or its successor in interest or assign, shall default in or violate its obligations with respect to the construction of the improvements (including the nature and the dates for the beginning and completion thereof), or shall abandon or sub- stantially suspend construction work, and any such default, violation, abandonment, or suspension is not red, ended, or remedied within three (3) months (or six (6) months, if the default is with respect to the date for completion of the improvements) after written demand by the CITY to do so, or b. The DEVELOPER, or its successor in interest or sign, shall fail to pay real estate taxes or assessments on the Premises or any part thereof when due, or shall place thereon any encumbrance or lien unauthorized by Section C. hereof, or shall suffer any levy or attachment to be made, or any material- s or mechanics' lien, or any other unauthorized encumbrance or lien to attach, and such taxes or assessments shall not have been paid, or the encum- brance - brance or lien removed or discharged or provision made, satisfactory to the CITY, for such payment, removal, or discharge, within thirty (30) days after the CITY'S written demand to do sol or C. The DEVELOPER, or its successor in interest o assign, shall make any assignment for the benefit of creditors, or a receiver or similar officer shall be appointed to take charge of allor any substantial part of the DEVELOPER'S property, and such assignment or appointment is not dismissed or released within thirty (30) days of the date the assignment or appointment is model or There is, in violation of Section C. hereof, any transfer of the Premises or any part thereof, or any "change 1n ownership of the DEVELOPER, except as expressly permitted In Section -C.7. above, and such violation shallnot be cured within thirty (30) days after written demand by the CITY to the DEVELOPER! 15 then the CITY shall have the right to re-enter and take possession of the Premises and to terminate and revest in the CITY the entire estate conveyed by the Deed t0 the DEVELOPER as if no Deed had ever been given; it being the intent of this provision, together with other provisions of Section C. hereof, that the conveyance of the Premises to the DEVELOPER shall be made upon, and that the Deed shall contain, a condition subsequent to the effect that in the event of any default, failure, violation, or Other action Or inaction by the DEVELOPER specified in subparagraphs a., b., c. and d. of Section C.10. hereof, and failure on the part Of the DEVELOPER to remedy, end, or abrogate such default, failure, violation, or other action or inaction, within the period and in the manner stated in such subparagraphs, the CITY at its option may declare a termination in favor of the CITY of the title, and of all the rights and interests in and to the Premises, and that such title and all rights and interests of the DEVELOPER, and any assigns or successors in interest to and in the Premises shall revert to the CITY; provided, however, that such condition subsequent and revesting of title in the CITY shall always be subject to and limited by, and shall not defeat, renderinvalid or limit in any way, (1) the lien of any mortgage authorized by Section C. hereof, and (2) any rights or interests provided in Section C. for the protection of the holders of such mortgages. The CITY shall have its right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Section C.10. including also the right to execute and record or file among the public land records in the office in which the Deed is recorded a written declaration of the lamination of all the right, title and interest of the DEVELOPER, its successors in interest and assigns, in the Premises and the revesting Of title in the CITY; provided, however, that any delay by the CITY in instituting or pros- ecuting any such actions or proceedings or otherwise asserting its rights under Section C. hereof shall not operate as a waiver of such rights or to deprive it of of limit such rights in any way. The express conditions, Covenants, and restrictionsCon- tained in this Section C.10. shall terminate upon the CITY•S issuance of the Certificate of Completion under Section C.12. below. 11.Dision Upon Reversion. Upon the revesting in the CITY of title to the Prem se—S sor any pari thereof as .provided in Section C.10., the CITY shall in accordance with State Iaw use its beat efforts to resell the Premises or past thereof, subject to any exist- ing mortgage liens, as soon and in such manner as the CITY shall find feasible and consistent with the objectives of developing the Premises for retail or professional office use, to a qualified and responsible party or parties, as determined Ey the CITY, who will assume the obligation of making or completing the improvements or such other improvements in theirstead as shall be satisfactory to the CITY. Dr, be applied: Upon the resale of the Premises, the proceeds thereof shall a. First, to reimburse the CITY for: all costs and expenses incurred by the CITY including but net limited to salaries of personnel in connection with the recapture, management, and resale of the Premises or part thereof (but less any income derived by the CITY from the Premises or part thereof); all taxes, assessments, water, sewer and other utility charges with respect to the Premises or part thereof; any Payments made or necessary to be made to discharge any encumbrances or liens existing on the Premises or part thereof at the time of revesting of title thereto in the CITY or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the DEVELOPER, its successors or assigns; any expendi- tures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Premises or part thereof; and any amounts otherwise owing to the CITY by the DEVELOPER and its successor or assign; and b. Second, to reimburse the DEVELOPER, its successor or assign, up to the amount equal to; (1) the sum of the purchase price paid by it for the Premises or part thereof and the cash actually invested by it in making any of the improvements on the Premises o part thereof; less (2) any gains or income withdrawn or made by it. The CITY shall retain as its property any balance remaining after such reimbursement. _ The express conditions, covenants, and restrictions con- tained in this Section C.11. shall terminate upon the CITY'S issuance of the Certificate of Completion .under Section C. 12. below. 12. Certificate of Com le[ion. Promptly after completion of the improvements n accordance with the provisions of this Option Agreement, the CITY will furnish the DEVELOPER with an appropriate instrument so certifying, which instrument shall not be unreasonably withheld. Such certification shall be in such form as will enable it to be recorded in the Penobscot Registry of Deeds. The CITY'S issuance ance of the Certificate of Completion will constituteconclusive proof of the satisfaction and termination of the express conditions, covenants, and restrictions contained in Sections C.6., C.T., C.8., C.9., C.10., and C.11. above. 17 If the CITY shall refuse or fail to provide such certifi- cation, the CITY shall, within thirty (30) days after written request by the DEVELOPER, provide the DEVELOPER with a written statement indicating In adequate detail in what respects the DEVELOPER has failed to complete the improvements in accordance with the provisions of this Option Agreement and what measures will be necessary to obtain such certification. 13. Severab'lit . If any provision of this Option Agreement is determined to be inval d or unenforceable under law, it shall not affect the validity or enforcement of the remaining obligations or portions hereof. 14. Notice. Any notice under this Option Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and, a. in the case of the DEVELOPER, is addressed to or delivered personally to the DEVELOPER, at Merrill Centee, Exchange Street, P.O. EOx .10 Bangor ME. 04401 . D. in the case of the CITY, is addressed to or delivered personally to the CITY, c/o City Manager, City Hall, 73 Harlow Street, Bangor, Maine 04401, or to such other persons or addresses as the parties may designate in writing to the other. IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first written above. CITY (3OOFF, BANGOR By Witness Edward - A. Barrett Its City Manager // EATON,. PEABODY, BRADFORD S VERGE, P.A. S //// BY ' WW to STATE OF MAINE Penobscot, as. 13 Then personally appeared the above-named Edward A. Barrett, n his capacity as the City Manager of the City of Bangor, and acknowledged the foregoing instrument to be his free act and deed in such capacity and the free act and deed of the City of Bangor. Before me, s � Printed Name: ua"VYe—af�h¢-£saes AttorneyatLaw STATE OF MAINE Penobscot, as. oct6ah 3 , 1938 Then personally eared the above-named 7�ICfA GCA1. in his capacity as �- of Eaton, Peapod Bratlford s Veague, P.A. and acknowle ged the foregoing vnetiument to be a free act and deed in such capacity and the free act and deed of they Eaton Peabody, Bradford 6 Veaoue, P.A.. Before me((,,�� Printed Name: YJ{}Jf H Kir Notary Public Public Attorney at Law _.. _.. 9x612' li K IvfG�l )1 KE -AC t;' � �N:ruMfV, iiJ,i`� IaEN1� rrp �, aid . '- EASEMENT FOR LANDSCAPING F1AIR SPACE (elevation 35.0' to elevation 45.0') (BANGOR CITY DATUM) Note: An easement for support located below this area shall be conveyed. EXHIBIT A C.O. #88-247 i i