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HomeMy WebLinkAbout1987-03-09 87-99 ORDER8]-99 Introduced by Councilor Frankel, March 9, 198 Ji CITY OF BANGOR (TITLE.) G)riiOro ...,Authorizing Execution of Option Agreement with Haymarket Associates - Urban Renewal Parcel B-8 ___ By ape Cies Casual of City of Bazaar: TEAT the City Manager is hereby authorized and directed, an 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 Haymarket Associates for the purchase and redevelopment of Kenduskeeg Stream Urban Renewal Project Disposition Parcel B-8. In MV Council March 9.1989. R o9 E R Passed Title, a. Jerk &""''— Aut mizing E mtlon of Option ...................................... Ageem m with Haymarket Associates .......................:.............. Urban removal parcel B — 8 - lnntro�dnuced and filed by Councilmen ^fir o�p gy a j: 8]-99 OPTION AGREEMENT FOR PURCHASE. OF URBAN RENEWAL PARCEL B-8 THIS AGREEMENT is made this day of , 1987, by and between the CITY OF BANGOR, a municipal corporation located in the County of Penobscot, State of Maine (hereinafter "CITY"), and HAYMARKET ASSOCIATES, a Joint Venture having a place of business in Bangor, County Of Penobscot, State Of Maine (hereinafter "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-8, located adjacent t0 Hammond Street and the Kenduskeag Stream in Bangor (hereinafter "the Premises'), being approximately 7,840 square feet, and being me particularly identified On Exhibit A attached hereto and or herein by reference; and WHEREAS, r 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; INOW, THEREFORE, in consideration of the $ 156.80 paid to the CITY by the DEVELOPER in accordance with Sect on�low and of the mutual conditions and covenants contained herein, the parties agree as follows: Section A. GRANT 1. Grantof Option. The CITY grants and the DEVELOPER accepts an exclusive option to purchase the Premises for development of a street level parking deck and at grade parking below providing a total of approximately 34 parking spaces in accordance with the terms and conditions of this Option Agreement.The purchase price of the Premises shall be $J, 840.00 , t0 be paid to 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 Pric of Option. This Option Agreement shall remin in effect from the date hereof until September 15, 1987. The non-refundable option fee for this period is 5156.80 , wh ch shall be paid to the CITY in cash or by Certified or Bank Check at the time this Option Agreement is executed. The City Council may extend this Option Agreement, upon the DEVELOPER'S request, 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 $ 26.13 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, o such other time as [he parties may aq ree up [ on, of the CITY'$ 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, to the Premises to the DEVELOPER by Municipal Quitclaim Deed, subject however to the conditions, restrictions, and covenants contained in Sections B. 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. In that a portion Of the Premises consists of property the CITY'S acqui- sition of which predates the CITY'S Urban Renewal acquisitions, the CITY agrees to use reasonable efforts to determine the source of title to the Premises. If the CITY is unable to tender marketable title after using such reasonable efforts, the CITY shall refund to the DEVELOPER the tees paid under this Option Agreement, if the DEVELOPER s0 requests, or the DEVELOPER may choose t0 accept the CITY'S MuniC- ipal Quitclaim Deed, in which case the DEVELOPER shall assume any risks associated with the title. In no event shall the CITY'S obli- gations to tender marketable title, and to as reasonable efforts to determine the source of title, extend beyondthe term of this option and any duly executed extension thereof as set forth in Section A.S. above. 5. Right f Entry. During the option period the DEVELOPER shall have the riglicr, ogon reasonable notice to and consent ent by the City Engineer, to enter upon the Premises with persons andmachines 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 or employ- ees, 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 rCITY with the CITY a n 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. 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 aslncorpo�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 March 4 1987, and plans entitled D-8 Parking Structure prepared by Webster-Baldwin-Rohman-Dav- Czarniechi, PA, dated March 4, 1987 copies of which plans are n file in the office of the Department of Planning and Comunity Development, City 'Hall, 73 Harlow Street, Bangor, 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 in accordance with the provisions of the zoning Ordinance of the City Of Bangor and any applicable amendments thereto or replacements thereof. No later than June 5, 1987 , the DEVELOPER shall meet with the Committee and su m tborits approval preliminary plans as specified in Section C, Paragraph 1 of City Council Order No. 83-123, copy of which is attached hereto as Exhibit B and incorporated herein by reference. If the Committee deems revisions to the prelim- inary Plans to be necessary or appropriate, the plans must be so revised and submitted to the Committee for its approval no later than July 5, 1987 NO later than August 5, 1987 , the DEVELOPER shall set with the Committee and submit for its approval final plans and related drawings, specifications, and documents in the farm specified in Section C, Paragraph 2 of City Council No. 83-123. If the Commit- tee deems revisions to the final plans to be necessary or appropriate, the plans must be so revised and submitted to the Committee for its approval no later than August 25, 1987 2. Amendment to Final Plans. If the DEVELOPER desires to make any substantial alterations n the final plans after their approval by the Committee, the DEVELOPER shall submit the proposed change in writing to the Committee for its approval. If the final plans, a modified by the proposed change, still conform to the requirements of Section 8.1, hereof, the Committee shall not unreasonably withhold approval of the proposed change. The Committee shall either approve or disapprove the proposed change within ten (30) days after its submission and notify the DEVELOPER of its decision. 3. Construction Progxese Schedule. Concurrently with the submission of the final plans, the DEVELOPER shall submit a construc- tion progress schedule to the Committee for its approval. The prog- ress schedule shall provide for the commencement of construction within three (3) months after closing and completion of construction within eighteen (18) months from the commencement of construction, or such later data as the Committee may approve. 4. Evidence Of Fi ancln . The DEVELOPER shall provide the CITY with written, legally by nd mg commitments, in a form satisfactory to the Committee, from acceptable lending institutions or governmental agencies for both interim construction financing and long-term financing of the total proposed development ast is detailed in the plan referred to and approved under Section B.I.Band 8.2. above. The commitments shall include, in a form approved by the City Solicitor, direct guarantees to the CITY, by the lending institutions or governmental agencies, that the construction will be completed in accordance with the final plans in the event the DEVELOPER is unable to perform the construction. S. 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 8.1., 8.2., and 8.3. above 6. Performance Bond. If the DEVELOPER retains a general contractor, The DEVELOPER or the DEVELOPER'S general contractor shall Post with the CITY both a performance bond and a labor and material payment bond issued by a corporate 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 contained in Sections B.1., B:2., and B.3. above. The DEVELOPER or the DEVELOPER'S general contractor shall submit to the CITY a copy of the 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. In lieu Of .the above referred -to bond, the DEVELOPRR may, at its option, name the CITY as an additional obligee on the bond posted by the general contractor with the DEVELOPER. If the DEVELOPER acts as its own contractor and does not retain a general contractor, the CITY shall not require the DEVELOPER to post a performance bond. 7. Permit Requirement. DEVELOPER shall obtain, and shall provide sa[isfactory�thereof to the CITY, every permit, license, and governmental approval necessary for commencement and completion of the development including, not limited to, Bangor Planning Board approval if required. 8. Publicpisclosu re. I£ requested by CITY, DEVELOPER shall submit "Retlevelopar's Stateme of for Public Disclosure" and 'Redevel- oper's Statement of Oualifications and Financial Responsibility' [BUD Form 6004 (9-69)1. Section C. CONDITIONS SUBSEQUENT 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 binding, to the fullest extent permitted by law and equity, fon 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 in ante rest 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 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 a 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). 3. Anti -discrimination. 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 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 r n 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. Prot T�axe2s. The DEVELOPER agrees for itself, and every successor in nl rarest 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 andassessments 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 i interest, all right or 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 c ' 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 o r 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 successormerest Co. the Premises, or any part thereof, and the Deed shall contain express covenants sants on the part of the DEVEL- OPER for itself, and its a and assigns, that the Premises shall not be subdivided without the CITY'S express written consent. For the purpose of this paragraph, the following shall not be deemed to constitute a subdivision: a.. Development of the project by separate development entities. b. Development of the project as acondominium pursuant to the Maine Condominium Act (33M.R.S.A. Sec. 1601- 101 at seg.). b. Land Speculation Relit [icti On. The DEVELOPER represents and agrees that its purchase of [ e�rem 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.I. 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 Approval Of Transfer Prior to Completion. The DEVELOPER recognizes that t�lcat ons ann�ty o£ the DEVELOPER, and its principals or any successors in interest, are of n particular concern to the CITY.The DEVELOPER further recognizes that it is because ofrsuch 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 E 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, 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 S. hereof; b. Any proposed transferee, by instrument in writing satisfactory to the CITY and in a form recordable i 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 t0 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 is made the CITY shall be entitled to increase thepurchase 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 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 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 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.7. shall termi- 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 cumbrance or lien to be made onor 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 inadvance 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 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 devote the Premises or n any part thereof to any uses, or to con- struct - struct anyimprovements thereon, other than those uses rimprovements provided or authorized in this Option Agreement. 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. 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 o - tinge 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 n the Premises or the part thereof to which the lien r 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 10 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 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 ofthe 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. b. It after the DEVELOPER'S default antler this Option Agreement, the holder of any mortgage on the Premises r 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 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 securing a assignment of such debt and of the mortgage. It 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 amount equal to the sum of the mortgage debt at the an of foreclosure or action to lieu thereof less all appropriate credits, including those resulting from collection and application of rentals received during foreclosure proceedings; all expenses withrespect to the foreclosure; the net expenses, exclusive of general overhead, incurred by such holder in and as a direct resulk 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. 11 C. In the event of the DEVELOPER'S default in its obligations under any mortgage orother instrument creating a 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 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 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. 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 Completion. In the event that prior to the CITY'S issuance of the Certificate of Completion under Section C.12. below: a. The DEVELOPER, or its successor in interest or. sign, 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 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 M.M... �TMM any r - men, or at oncumDtr echanicyment 1. 0 ISOp .':y!'w:�wsw� e m aade ran, note shal e or ren to attach a^Y of ormad a or I any a as to Ot hen and Una a bee, th oCITY Satin, djcorY val act moved tithe d echo Paid car taA c, Th S writ arga CITY, for su pPro ten dema With. ,I,W g;'c: a DEv or it ;ti. !' ;, assign Eh'al an i° chao,CY (?DI Pda ctetlitore 1y, or make a onccesao or part tof ed tO take eceivor a or 9nm ll I teteata Of c a hiYpP°l nttmea� BEg OP£e S PC<PaYy tor° oft$ic0 pen. PPointment dsY of o81 tp di smisset ' andY Ub tan tl, a ia, in mallei OY date the deat9nmea ass nc OwYI :xlQy+l"ry tta OSfey try lOj htiation ex roe in ° M e p emisea or actio 1 aftevior Ion tw it h j^l t ee,otd be esectt E`yELOPER, IOU ... sh, axe,0 aoY given; rem tY the data tegnl the tigp mond pY the CITY Ato Chitty stub asu onveyed p Po ovt et Ona pof ny Cha dint tpe tDEV nd trevea(`en tet n the DEVELOPER Of gal lunrde,Di on La b egos 1} pe Stood, the<R at on, nO Deed h deP anti on PYOV a 0 fayldvin lauion, ny to th de ff°n, arae convetyo9ether xi re, Aripee eat, Sul aOt t the Per otl it �nfah UPart Pot faz r the bion for hi naot itthe enodf hall Prem sea el n that esochd °f all da°jar anet st OeQrOotheyto em ectt Op pan �'OLOPER fault tostoes is ct th a n a or a and all di3 at io uc e $t ° ° Yi9its an h revesting QY- Reno coessors in rightno and into n ° _ °r abr teof, ctio ate 11 Y. f d0 in , nteo anrestsfa and°�9 PAo tCIT tAePY in p o Provitle and eyes ln° th tht f i t�te 1data of et, rand Shad ay yon btd tyf nn'Dsea Laha tt and xny e h holdersa°r n st a re i co s tsuch mortg geg ad in S acti0n 3Q fo Asreoif 11 a iscanytoVayd tC 'art ltmtted r the and (E. (1J the Protection ofythe 13 The CITY shall have the right to institute such actions o 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 termination of all the right, title and interest of the DEVELOPER, its successors in interest and signs, 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 aswaiver 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 0.12. below. 11. Disposition Upon Reversion. Upon the revesting in the CITY of title to the Prem sFes or -any 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 s n and in such m 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. 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 or part thereof (but less any income derived by the CITY from the Premises or part thereof); all taxes, wiessments, water, sewer and other utility charges th 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 14 D. 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 or 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 letion. Promptly after completion of the improvements n accordance wit [he 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 of the Certificate of Completion will constitute con- clusive proof of the satisfaction and termination of the express conditions, covenants, and restrictions contained in Sections C.6., C.J., C.B., C.9en C.10., and C.11. above. 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 valid 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 n the case of the DEVELOPER, is addressed to 0 delivered personally to the DEVELOPER, Haymarket Associates, P. O. BOX 111 or 45 Oak street, Bangor, Maine 04401. n the case of the CITY, i addressed to or delivered personallyto the CITY, C/o City Manager, City Hall, 73 Harlow Street, Bangor, Maine 04401, r to such other persons or addresses as the parties may designate i writing to the other. 15 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first written above. CITY OF BANGOR By witness Jahn W. Pnn Ma Its City Manager HAYMARKET ASSOCIATES By S any Epste n Its Partner STATE OF MAINE Penobscot, as. Then personally appeared the above-named JOHN W. FLYNN, 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: e of the Peace Notary Notary Public Attorney at Lav STATE OF MAINE Penobscot, 66. i� 16 Then personally appeared the above-named Sidney Epstein , in his capacity as Partner of Haymarket Associates and acknowledged the foregoing instroment to be his free act and deed in such capacity and the free act and deed of the Joint Venture. Before me, Printed Name: Justice of the Peace Notary Public Attorney at Law Introduced by Councilor Jordan, March 30, 1993 CITY OF BANGOR (TIEIE.) (orafr,.......... 1 tablmshment of Procedures for Disposition a d Redevelopm t of .Ce to n Urban Renewal Parcels In City Council March 30, 1993 By tea gig Council of Me City of Banw )Passed ORDERED, ,/A True CopY• Att� THAT WHEREAS, a part o£ its Conoau r ue 611t its the City f Bangor purchased certain as yet undeveloped land from the Bangor Urban Renewal Authority, namely Parcels B-4, B-6, B-8, B-11, B-13, B-15, and P-6: and WHEREAS, the City of Bangor has assumed the Disposition, Design Review and Site Plan Review functions for the redevelopment of said parcels; - NOW, 'THEREFORE, BE IT ORDERED THAT procedures for disposition and redevelopment of the above parcels be established as follows: A. DISPOSAI. OP LAND 1. Method of Disposal _ The, City may dispose of Kenduskeag Stream Urban Renewal (ME R-3) Parcels B-4, B-6, 5-8, B-11, B-13, B-15, and P-6 by sale or lease in accordance with any method permitted by state and local law to a developer selected either by negotiated sole of land or competitive proposal. However, Prior to the execution of any agreements, the City Council shall by resolution, Council order or similar action: a. Approve all agreements and conditions; and b. Approve the price. 2. Design Connnitteu - A Design Review and Site Plan Review Committee consisting of the members of the City Council Community Develop- ment Committee, the Chairman of the Planning Board, the City Manager, the City Engineer, the Director of Planning and community Development, and the Planning Officer shall review and evaluate all redevelopment proposals submitted. The Design Review and Site Plan Review Committee shall submit its recommendations for the selection of a tentative developer to the City Council which shall adopt a resolution designating the tentative developer. Page 2 3. Option to Purchase - The City shall as soon as practical enter into an agreement with the tentative developer providing him with an option to purchase. The City shall also indicate in the agreement the time limits for submission of final plans, Penalties, if any, renewals and extensions. a. The procedure for specific proposals is as £ollowa: (1) Council may designate a developer as tentative developer for such a reasonable period of time as may be necessary for the preparation and execution of an option agreement. Council may extend the tentative developer designation for good cause shown. (2) The Council may authorize the execution of an exclusive option agreement before the expiration of the tentative developer designation. (a) The option fee for each 30 day period will be 1/3 0£ 1% of a pre -determined estimated purchase price for the parcel(s). (b) The Option may be executed after expiration of tentative developer designation, but developer loses tentative developer statue during the 'intervening period. (c) The length of the option will be determined on a case-by-case basis, depending largely upon the magnitude Of the proposal. During the option period the developer shall be required to submit, in accordance with a specified timetable, pre- liminary plans (site plan, floor plan, elevations), final plans and specifications, evidence of financing, construction schedule and construction contract. (d) The option may be extended by the City Council for good cause shown, with the requirement of additional option fees for each additional month of extension. (e) The City shall not transfer title to the property until (1) firm and binding financial commitments for funding of the cost of actual physical work n the particular redevelopment project are secured by the redeveloper, and (2) a binding construction contract or contracts have been - entered into for the full scope of the construction project which will go into effect upon transfer Of title to the property to the redeveloper by the City. (3) The option shall be exercised and a purchase and sale agreement executed prior to the expiration of the option agreement. Page 3 b. The procedure for speculative proposals is as follower (1) (a) Same as set forth in a. (3) above. (b) Before designation as a tentative developer, developer must provide the name of the principals of the developer and/or the development entity, (2) Option Agreement, Due to the speculative nature of Proposals, a 3-phase option agreement is utilized, with the developer being required to meet additional criteria in order to proceed bo the next .phase. (a) First phase (90 days). li) The developer shall enter into an option agreement before expiration of a 30 day tentative developer designation. (ii) The option fee for 9a day period shall be } of 1% of a pre -determined estimated purchase price for the pareel(s). Iifil The developer shall provide, in addition to the requirements of b. Cl) (b) above,- a written narrative of his general concept for redevelopment of the parcal(a). (b) Second phase (90 days). (i) The developer shall enter into a more comprehensive option agreement before the expiration of the first phase option, subject to prior submission of a written narrative or prospectus outlining the general intent and plans for the proposal, progress towards s financing, magnitude of proposal, and contemplated uses of the Parcel(s). (ii) The option fee for the second 90 day period shall be 1% of price used in determining the option fee under phase one., (iii)Before expiration of the second phase option, the developer shall submit preliminary plane to the Design Review and Site Plan Review Committee. Said plana shall include; site plan, evidence of the necessary government approvals, construction schedule, construction costs, and evidence of sufficient. financing. (c) Third phase 190 days). Page b' (i) The developer shall enter into a third Phase option agreement before expiration of the second phase option. (ii) The option fee for the third 90 day period shall be the same as for second Period above. (iii)The developer shall obtain approval of preliminary plane within one month from the date of submission. (iv) The developer shall submit and obtain approval of final plans before expiration of the third phase option. (v) The developer shall enter into a purchase, and sale agreement prior to expiration of the third phase option in order to retain his priority for the parcells). (vi) The City shall not transfer title to the Property until (1) firm and binding financial commitments for funding of the cost of actual physical work on the Particular redevelopment project are scured by the redeveloper, and (2) a binding construction contract or contract, have been entered into for the full scope, of the construction project which will go into effect upon transfer of title to the property to the redeveloper by the City. C. As large scale projects may need more lead time for the development of preliminary and final plans, execution of agreements between developers and third parties, and arrangemont of financing for large scale projects (in excess of 60,000 sq, ft.), the second and/or third phase' option may be extended for not more than 90 days upon a showing by the developer that the additional time is necessary through no fault of his own. 4. Developer -LE qualifications - Before executing any final transfer of land, the City shall determine that the developer possesses the qualifications and financial resources to acquire and develop the land in accordance with the Kenduskeag Stream Urban Renewal Plan (ME R-7), as amended. Transfer of land will contain the qualification that construction or renovation begin, and be completed within dates agreed upon. The City may, if it deems necessary, require the developer as part of the agreement to post a performance bond in an amount to be set by the City. The City may, at its discretion and for good cause, reject any prospective developer based on an analysis of pertinent data relating to his qualifications and financial resources. Page 5 5. Property Rehabilitation - A disposal agreement covering property sold subject to rehabilitation shall contain a work rite -up detailing the work that must be performed by the buyer to conform to the Kenduskeag Stream Urban Renewal Plan (ME R-7), as amended, and applicable codes and ordinances of the City. 6. Design Objectives - All disposal agreements shall contain provisions for City review and approval of a developer's plans. The City shall review and approve all development plans prior to construction to assure compliance with Redevelopment Plan objectives. B. MAINTENANCE OF RECORDS The City shall maintain records and reports, including copies of official Council action and Finance Committee action, reuse appraisals certifications, disposal agreements and other documentation concerning its land disposition activities for each parcel of land to be offered for resale. In addition, a running record in summary form shall be maintained indicating major actions and items of information on each disposition parcel. Periodic reports shall be made to the City Council detailing progress of the disposition program. , C. APPROVAL OF PLAN No construction or renovation will be allowed in or on Parcels B-0, B-6, B -B, D-11, B-13, D-15 and P-6 without the prior submission and approval of preliminary plans, final plana and specifications. Said plans shall be reviewed by the Design Review and Site Plan Review Committee appointed by the City Council to insure consistency in design and compatibility with the Kenduskeag Stream Urban Renewal Plan (ME R -l), as ended. No plans shall be approved unless said plane have been prepared by a duly registered architect, as defined by Title 32 of the Maine Revised Statutes Annotated, unless otherwise accepted by the City. - The following submissions shall be required: , 1. Preliminary Plan - The intent of the Preliminary Plan shall be to outline the general scope of development or redevelop- ment, and to convey to the Design Review and Site Plan Review Committee sufficient information for them to determine the character of the work to be performed. a. 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: (1( Property lines and dimensions. '(2) Adjacent features, such as abutting streets, buildings or properties. (3) Existing and proposed paved areas, including the type of pavement and principal dimensions. Page 6 (4) •Ma' ou-site parking layout, and traffic flow, if any. (5) Planting areas, including general size and variety of trees and shrubs. (5) All existing and proposed utilities, both above and below ground, including service connections and drainage facilities. (7) Piilsi.pal elevations, grades, or contours, both existing and proposed. (0) IeXisting and new building outlines, including overlaps such as canopies or basement extensions. b. Hloor Plan _ The scale of the floor plan shall be left to The discretion of the architect. This plan shall show gmaial room layouts and use, including entrances and si Ls. Dimensions may be approximate and the overall floor a[en fur each floor shall be indicated. The elevation of each floor shall be Indica Led.. L. Clevalio_ _ A suitable crua s _ection or elevation of the buildg inshall be provided, either in the form of an artist's rendering of the building or a cross-section of the building. Where rl.ee grade plays an important part n the layout of multi-level structures, the Design Review and Site Plen Haviuw committee shill reserve the right to request cut -away elevations showing the relationship Of Homs to s unding grades. Materials to be used for m:tori.er treatmront stall be indicated. 2. £'inal I+lans and Sueci_ficati_oi_ - After approval of the pre- liminarypl; i��, the developer shall then proceed with the preparation of final plans and specifications. Said plans and epori fications shall show sufficient details necessary to "Is nre proper construction. All dimensions and elevations shal Lbe ;accurate and all materials to be used in the structural UV arch ItoQLurgi Lreat;neut of the facility shall be outlined inscomple4c deLa.il. 11', ie the opinion of the Design Review ad9l Lo I'I.nn Itevicw committee, there is a doubt regarding the s truetural adequacy of any facility, the developershallprovide all rcguirud back-up data, including structural computations, boring logs or material guarantees. This Order uuperiedcs Order number 26 AO passed by the City Council on November 27, 19]8. MUNICIPAL CUITCLAIM MED Boom the CITY OF BANGOR, a municipal corporation located in Penobscot freely, State of Maine, herein called "Grantor", in consideration of Om Wiles ($1.00) and other valuable considerations paid by HAYMARKEf ASSOCIATES, a Partnership having its place of business in Bangor, Penobscot County, State of Maine, the receipt whereof is hereby acknowledged, does hereby cenvey unto HAykaMCSr ASSCCIATES, its successors and assigns forever, herein called "Grantee", all its right, title and interest in and to a certain parcel of land in the City of Bangor, Penobscot County, State of Maine, herein called "the premises", hounded and described as follows: A certain lot or parcel of land, with the buildings thereon, situate in the City of Bangor, County of Penobscot, State of Maine,. hounded and described as follows, vis: Beginning at the intersection of the easterly brick wall of a brick building, naw Or formerly owned by Katharine H. Ayer inccumon with others, and the northerly line of Hannind Street, Said point of beginning being seventy two feet, more or less, easterly fen the east line of Central Street as measured along the northerly lire of said hemrond Street; thence N 5- 50' 40" W by and along the said brick wall, subject to so much of the footing beneath said wall as extends upon the premises herein conveyed being reserved ina deed dated April 1, 1967 and recorded in the Penobscot ReeistryOf needs in Volume 2105,. Page 559) a distance of ninety-eight (98) feet to a point; thence N 69° or 45' E a distance of sixty -ore and seventy-seven one hundredths (61.77) feet, to a point on the west line of Kenduskeag Strewn, being eighty-five (65) feet northerly of the said north line of HamwM Street; thence 5 43. 29' SO" E along the said west line of Kenduskeag Strewn a distance of eighty-five (85) feet to the said north line of Hamrond Street thence 5 610 26' 15" W along the said north lire of Hammond Street a distance of one hundred twenty and ninety-seven one hundredths (120.97) feet to. the point of beginning. (Said parcel as above described containing 7,840 square feet, more or less); together. with a right of way in cannon with others for all purposes of a way as it now exists from Central Street to the rear of said above described lot and more particularly described as follows: Beginning ata point where the easterly side Of Central Street intersects the northerly line of a brick building extended westerly; said point of beginning being one hundred and twelve (112) feet, northerly of the northerly line of Hammond Street; thence easterly along the said northerly line of the brick building a distance of forty (40) feet to a northeast corner of -2- said brick building; thence continuing generally easterly along a red to the right having a fifty (50) foot radius, thirty-three (33) feet, more or less, W the northwest corner of the first tercel described herein; thence continuing in an easterly dtraction twenty (20) £ret to a point; thence northwesterly slag a curve to the left, concentric with the first described curve, having a sixty six (66) foot, more or less, radius, a distanceof thirty one (31) feet to the southeast corner of another brick building located northerly of (and generally parallel to) and about thirteen (13) feet from the first mentioned brick building; thence westerly along the wutherly line Of the second mentioncd brick building, a distance of sixty-tm (62) fet to the east side e of Central strrep thence southerly along the easterly side of Central street a distance of thirteen (13) feet to the point of beiinnrs and; excepting and maervirg therefrom unto the Granit , its assigns, the right to erect any Eorm of structure war said right of way provided such structure is at least fifteen (157 gent above the surface of a ire right of way. Me Premises herein eyed being subject W reservation in deed doom April 11 1967 and recorded 'n the Penobscot Registry of Weds in Wlnme 1105, Page m excepting arcl reserving fou the Grantor therein, is heirs and assigns, the right to use and maintain a sewer Presently existing the in the. rear and extending across the generally northwest side ofPremises herein conveyed £ran the remaining potion of the Premises row or formed herein to Eenduskeag Stream, with the righoht to by upon H. Byer Premises herein conveyed for PurEVSes of repairing upon the d same; Porovided, however, that said " ce nasion maintaining Same condition existingPremises are Wred to the prior to such repair and/or maintenance. Mem is also hereby conveyed an easement W occupy a cert of hamnontl Street for the purpcee of using and maintaining an existing Portion on a retaining W11 bounded rnd described as follows: Beginning at the described pranises on the north line of cornet of the hence 5 5° 50' 40" E by and shove the brick wall mond(1) thence thence N 61" 02' 45' E one hundred twenty-O,,one m fact; three are hundredths (121.53) feet W [ and fifty- of the above described southwest corner and along the north lineofPromises ; thence nce onalhu26' 15"W by my arra ninety-seven we hundredths (120.9]) feet to the paint Of beginning. keening and intending to convey the premises romeyed in a warranty WW from the Urban Renewal Authority of the City of Bangor W the City of Bangor, dated October 14, 19-- and recorded in the Penobscot Registry of Weds at volare 2810, Paye 225, to which reference may be had for the names of -3 - parties who previously held interests. Min conveyance is subject to the terms and conditions of the Declaration of Restrictions for the Kenduskeag Stream P ject, Me. R-7 recorded in said Registry at Volume 2457, Page 225, as amended recorded in said Registry at Volume 2633, Page 348 and Volume 2933, Page 143. This conveyance is further subject to a sewer easement granted to the City of Sanger by the Urban Renewal Authority of the City of Bangor dated May 19, 1972 and recorded in the Penobscot Wistry of Deeds at Volume 2334, Page 321. chis conveyance is made upon the following express conditions, covenants and restrictions, for breach of which by the Grantee or its successors or assigns, the Grantor may enter and revest in itself title to the promises described herein as if this deed had never been given, or exercise any other remedies hereinafter set forth or otherwise available. the coalitions, covenants, and restrictions provided herein shall run -with the laal and shall Ce binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, the Grantor and any successor in interest, in perpetuity unless a shorter time period is specifically provided for herein. 1. Use Restriction. The premises or any part thereof, and any improvements whrch covey be or may become located therein shall he 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 some may now or hereafter he in effect. In the event that both the State and the City have laws governing the sane subject matter, the more restrictive shall control. 2. Discrimination. Me Grantee, and its successors and assigns, shall not disar mate upon the basis of race, color, creed, national origin, or physical handicap in the sale, lease, rental, or use or occupancy of the premises, or any part thereof, or any improvement thereon. Besides being for the benefit of and enforceable by the City as provided above, this covenant shall also be for the benefit of and enforceable by the United States of Pnmrica. -4- 3. Property Taxes. the premises or any part thereof shall he subject to all taxes and assessments as may be imposed by any governmental authority upon the premises and any buildings, structures, or improvanants which may he or may became located thereon. The Grantee hereby agrees that it waives, for itself and any successors in interest, all right or 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 otherwise be available by reason of Grantee's or such successors' legal status, or for any other reason, and that the Grantor City of Bangor, in its capacity as a taxing authority, may assess all taxes as would otherwise be applicable to the premises and any buildings, structures, or improvements which may he or may become located thereon, asif such exemption did not exist. Grantee further covenants, for itself and my successors in interest, to pay any taxes and assessments on or before the date upon which they became due and payable. Grantee and any successors in interest shall have the right to contest the amunt of such taxes or assessments in the manner prescribed by law. 4. Subdivision Restriction. The premises shall not be subdivided without the City of Ballor's express written consent. Neither development of the premises by separate development entities nor development of the premises as a condamini,m pursuant to the Maine Condominium Act, 33 M.R.S.A. 5 1601-101 at seq., shall alone constitute a subdivision for purposes of this restriction. 5. IAM1i Speculation Restriction and Survival of Teens Of Option Agreement. 'the Grantee and any successors in interest shall not hold the premises forthe purpose of land speculation, and shall develop the premises in accordance with the terms outlined in the Option Agreement executed between the Grantor and the Granted, dated July 24, 1987, On file in the Office of Community Development, Bangor City Rall, Bangor, Maine, the terms of which are intended to survive the execution of this Deed, and also in accordance with plans submitted ani approved pursuant to the requirements of the Option Agreement, also on file in the Office of Community Development, Bangor City Pall, Bangor, Maine. This covenant shall terminate upon the Grantor's issuance of the Certificate ofCanpletim under Paragraph 9 below. fi. Gtantoe's Appeoval of Transfer P[ior to Completion. Except only by way of security for the purpose of obtaining f nano ng necessary to enable the Grantee or any approved successor in interest to develop the premises i accordance with Paragraph 5 above, the Grantee o any successor in interest has not made or created, and will not make or create, any total or partial sale, assignment, conveyance, lease, trust, power, or transfer in any other made or form, of, or with respect to, the premises, or any part thereof, o interest therein, nor shall any contract or agreement to do any of the same he entered into without the Grantor City of Bangor's prior written approval. This restriction shall terminate upon the Grantor's issuance of the Certificate of Completion under Paragraph 9, below. -5- 7, Mo %m l ion of Improvements. Peters, theGrantor, Grantor's issuance of the Certificate of Ompletion under Paragraph 9 below, neither the Grantee nor any successor in interest to the premises or my� rt thereof shall engage in any financing or any other transaction creating y mortgage or any other encumbrance or lien upon the prenises, whether by express agreement or operation of law, or permit any enchro ance. or lien to be made On or attached to the premises, except for the purpova of Obtaining foods necessary for making inprovemmts and additional funds not to exceed the purchase price of the premises paid by the Grantee to the Grantor. The Grantee shall notify the Grantor City of Gregor in advance of any Orotgage financing it proposes to enter into with respect to the premises, a y encumrmcce or lien that has been created m or attached to the prenises, whether by voluntary act of the Grantee or otherwise. The holder of any mortgage authorized by this Paragraph, 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 Deed to construct or conplete the Grantee's improoenents r to guarantee such construction or completion. However, neither such holder nor its successors or assigns shall to authorized to devote the premisesor any part thereof to any uses, or to construct any improvements thereon, except in accordance with the provisions of this Dead, including the provisions referred to in Paragraph 5, above. The provisions of this Paragraph 7 shall terminate upon the Grantor's issuance of the certificate of dmpletion under Paragraph 9, below. B. Title neversion Prior to letron. 9efore ine Grantor's issuance of the cert ficate ofrCagblet m uM Paragraph 9, below, if: a. The Grantee, its successor in interest or assign, defaults inor violates its obligations with respect to the use of the Prenises and the construction of the improvements (including] the nature of and the dates for the beginning and conpletim thereof), or stall abandon Or substantially suspend constructim work, and any such default, violation, abandrament, or suspension is not ended or reahedied within three (3) months (or six (6) months, if the default is with respect to the date for completion of fmprovenenes) after written demand by the Grantor City of Pa gor to do so. QC b. The Grantee, its successor in interest or assign, fails to pay real estate taxes or assessments on the premises or any part thereof when due, or places thereon any eniuvbrance or lien unauthorized by the terms hereof, m suffers any levy or attachment to be made, or any materialmen's or mechanics' lien, or any other unauthorized encunbrance or lien to attach, and -6 - such taxes or assessments shall not have been paid, or the encumbrance or lien removed or discharged or provision made, satisfactory to the Grantor, for such payment, removal or discharge, within thirty (30) days after the Grantor's written demand to do so; or _ C. 1'he Grantee, its successes: in interest or assign, makes any assignment for the benefit of creditors, or a receiver or similar officer is appointed to take charge of all or any sub- stantial part of the Grantee'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 Paragraph 6 or 7 aided, any transfer of the premises or any part thereof, and such violation is not cured within thirty (30) days after the Grantor's written demarA to do so; than the Grantor shall have the right to re-enter end take possession of the premises and to terminate and r est in itself the. entire estate conveyed to the Grantee, a if this Deed bad never been given; it being the intent of this provision, together with other provisions of this Deed, that this conveyance is made upon a conditive subsequent that in the event of the Grantee's default, failure, violation, or other active or inaction regarding the atcVe conditions, covenants and restrictions, and the Grantee's failure to remedy such, within the periods and in the manner specified above, the Grantor at its option may declare a termination of the title end all rights and interests in and to the premises, and that such title and rights and interests of the Grantee and any successors or assigns, shall revert to the Grantor; MVIPEO, however, that such condition subsequent and revesting of title in the Grantor shall De sublcot to arca limited by, and shall rot defeat, render invalid, or limit in any way: (1) the lien of any mortgage autl;oriewl herein, and (2)'my rights or interests provided herein for the protection of the holders of such mortgages. Tee Grantor shall have the right to institute such actions or pro- ceedings as it may deem desirable for effectuating the purposes of this Paragraph 8, including the right to execute and record a written declaration of the termination of the right, title, and interest of the Grantee, its successors and assigns, and the revesting oftitle in the Grantor. ho delay by the Grantor in asserting its rights shall operate as a waiver of such rights or shall limit such rights. The express conditions, covenants, and restrictions contained in this Paragraph 8 shall terminate upon the Grantor's issuance of the Certificate of Completion under Paragraph 9, below. -7- 9. Certificareof Cpmpletion. Promptly after caupletion of the improvementsco in acrdance with the provisions herein, the Grantor will furnish the Grantee with an appropriate recordable instrument m certifying, which will constitute conclusive proof of the satisfaction and termination of the express oaxlitiore, m+enants, and restrictions of Paragraphs 5, 6, 7, and B, alove. the MY OF &4NWR has Caused this Instrument to be signed in its corporate come by THo E. SMALL, its Acting City Manager, thereunto duly authorized, this 15yj day ofP76 , 1987. J CITY OF 69tXaJR FS[rasa �� Thomas E. Small Acting City Manager STATE OP , as. ©Gr iS SIAM C 1987 Then personally appeared the alxwe-nfc d TMLWA.9 E. SMALL, Acting City Manager, and acknowledged the foregoing instrument to he his free act and deed in his said capacity, and the tree act and deed of said body corporate. Before me,NataEy� %f✓"/ /Attorre Z. Lav d f1 a P[in[e[/NvOLw A�N•cis/S ]