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HomeMy WebLinkAbout1980-09-08 284 AH ORDER284 AH Introduced by Councilor Soucy, September 8, 1980 CITY OF BANGOR (TI)EE,) wrbgrr utho i ing,Executlon of an Op[ on Agreement for Parcels H-1 (a) and H-1 (c) located in the Hancock -York Neighborhood Development Project. By the City Cnuaeib of the Clly 4f8axovo ORDERED. THAT WHEREAS, on Sunt 9, 1980, the Bangor City Council desig- nated the Congregation Beth Abraham Anshe Sphard (hereinafter as "Developer') as the tentative developer of parcels identified as H -1(a) and H -1(c) on a plan prepared by the City of Bangor Engineering Depart- ment entitled "Hancock -York NDP, Parcels I1-1, R-1, R-2, R-3, and R -C, a copy of which is on file in the Office of the City Clerk; and WHEREAS, parcel H -1(a) has been released from the Option Agreement between the City of Bangor and C 5 S Associates; and WHEREAS, the redevelopment proposal submitted by the DEVELOPER has received preliminary approval from the Design Review and Site plan Review Committee pursuant to the duly approved and adapted Community Development Program Redevelopment Plan for the Hancock -York Neighborhood Development Project; NOW, THEREFORE, BE IT ORDERED BY THE CITY COUNCIL OF THE CITY OF BANGOR, THAT the City manager is hereby authorized to execute, on behalf of the City of Bangor, an option agreement for said parcels H -1(a) and H-l(c), the terms of which shall be substantially, if not completely, s milar to the Option Agreement relative to this matter on file in the Office of the City Clerk; and NOW, THEREFORE, BE IT FURTHER ORDERED BY THE CITY COUNCIL OF THE CITY OF BANGOR THAT the City manager is hereby authorized to take any and all action necessary to accomplish the conveyance of said parcels to the DEVELOPER after the City Solicitor makes a determination that the project is in full compliance with the terms and conditions of the Option Agreement and the Redevelopment Plan; NOW, THEREFORE, BE IT FURTHER ORDERED BY THE CITY COUNCIL OF THE CITY OF BANGOR THAT the City Manager is hereby authorized to accept title to,on behalf of the City of Bangor, the parcel designated as H -1(b) on the aforementioned plan, said parcel to be conveyed to the City by the Developer as partial consideration for the acquisition of Parcels H-l(a) and H -1(c). in city 0ouncil Sept. 811980 284 ILK Passed ORDER TitLe,! _ Authori. exsertlon of an opt ;on,,, '80 SEP —4 P3 53 agreement for percale H-1 (a ) .:................................ I... RECE',ai S CITY Of BANWR -mg[ Hd ('F0) located Sn-Ue HHaancock CITY CLERK York Nen abb g,Aeu�e a oyproSact OPPION. AGAEEMENP FOR PURCHASE OF W OOCH-TORR NESGHBORHOOD DEVELIPMERT PROJECT LAND PARCELS H_1 (a) & H-1 (c) 9125 AGREEMENT is made this day of ,1980, by and between the City of — Bangor, a municipal corporation located in the County of Penobscot, State of Maine (hereinafter "CITY"), and Congregation Beth Abraham Anshe Sphard, o£ Hangar, County of Penobscot, State of Maine (hereinafter "DEVg1APEA"), WITSIMSETH: WHEREAS, as a part of its duly adopted and approved C®unity Development Plan the CITY has acquired the real property known as the Hancock -York Neighborhood Develop - ant Project Parcel R-1 which is boarded On the west by Essex Street, on the north by York Street, on the east by Boyd Street, and on the south by Hancock Street in Reagpor, County of Penobscot, State of( Maine, all being more particularly described in Exhibit A attached hereto and made a part hereof; and WHEBEAS, the CITY has received and reviewed a proposal from the DEVELJPER for the redevelopment parcels designated as H-1 (a) and H-1 (c) on Exhibit A (hereinafter "Said Premises") for the construction of an addition to the existing Synagogue and an off-street parking let on Said Promises; and WHEREAS, the CITY wishes to acquire Pr® the DEVELAPEA the parcel designated as H-1 (b) no Exhibit A; and WHEREAS, in accordance with its Hancock -York Neighborhood Development Plan adopted by the Bangor City Council on Jane 23, 1975, as emended on June 13, 1977, as encoded on March 13, 1978, as amended on August 2$, 1978, and as further amended an March 26, 1979 (hereinafter "Development Plan"), attached hereto as Exhibit B ar3 made S, Part hereof, the CITY has determined that the private development of Said Premises in accor- dance with the provisions of this Option Agreement and the Development Plan would best serve the interests of the citizens of the CITY; NOW, THEREFORE, in consideration of the conveyance of H-1 (b) by the DEVELAPIIt to the CITY and of the mutual conditions and covenants contained herein, the parties agree as follows: 2 SECTION A. GRAFT OF OPPSOW 1. Grant of Option. The CM grants and the DEpEUJpER accepts an exclusive option to purchase Said Premises for development in accordance with the terms of this Option Agreement for Five -Thousand One -Hundred Six and 15/100 Dollars ($5,106.15) to be paid in cash or its equivalent at the time of Closing on the sale of Said Pre- mises, less the amount of One -Thousand Forty -Five and 80/100 Dollars ($1,045.80) determined to be the monetary equivalent of the Conveyance of Parcel H-1 (b) to the CITY. 2. Exercise of Option. To exercise its right to purchase Said Premises the DEVELOPER shall notify the CITY in writing before expiration of this Option Agreement or any extension. 3. Conveyance. Within 30 days, or such other time as the parties may agree upon, of the CITY'S,re eipt of the DEVELOPER'S notice ander paragraph 2 above, the CITY will convey all its right, title and interest in Said Premises to the DEYEI/JPER by Municipal Q itclaim Deed, subject however to the conditions, restrictions, and convenents contained in Section C below. Wnile the CITY will not warrent or covenant title to Said Premises, it will em- ploy every reasonable effort, including acquisition of any outstanding interests and the exercise of its power of eminent domain under 30 M.R.S.A. § 94851-54, to resolve title problems identified by the DEVELOPER prior to closing to the and that the DEVELOPER is able to attain good and merchantable title to Said Premises. After execution of this Option Agreement, the CITY will provide the DEVELOLER with abstracts of title, prepared in accordance with the standaNs of the Mains State Har Association, for all of the land comprising Said Premises to becontinued to date of closing. 4. Length of Option. This Option Agreement shall remain in effect from the date hereof until April 1, 1981 , and may be renewed or extended only by vote of the Bator City Council. 5. Option Extension. Any request for an extension of this Option Agreement be - gond April 1, 1981 , shall he for a three (3) month extension, and such request mast 3 be approved by vote of the Saugus City Council before said date. The consideration for any such extension shall be $200 for each calendar month, which shall be applied to the purchase price of Said Premises. _ 6. Right of Entry. During the option period and any renewal or extension thereof, the DEVEDPgR spall have the right to enter upon Said Premises with men and machines for the preparation of feasibility studies and construction plans. Such entry shall be at the DEVEIDPER'S sole risk, and the DEVEDCPER covenants and agrees to hold the CITY hasaless of any claims for personal injury or property damage suffered by reason of his entry upon Said Premises. The DEVELOPER shall obtain liability insurance for this purpose with the CITY as an additional named insured. The DEVELOPER shall also notify the CITY'S Engineer prior to any such entry. SECTION B. CONDITIONS PRECEDENT TO SALE OF SAID PRENTSKS Prior to the sale of Said Premises the DEVELOPER shall complete the following: 1. Submission of plans. The development and use of Said Premises as incorporated into the DEVEEOPER'S final plans shall be in general conformance with the set of plans dated August 19, 1979, prepared by Team Designer's, Inc., entitled "Beth Abraham Addition" and submitted to the CITY on August 29, 1979, a copy of which is on file in the Community Development Office of the CITY and is hereby incorporated herein by reference. It is agreed between the parties that the DEVELOPER has already received the approval of the CITY'S Design Committee (hereinafter "Committee') of its pre- liminary plans in the form specified by Section IS, paragraph G(1) of the Development plan. After approval of the preliminary plena, but no later than Nov. 1, 1980, the DEVELOPER shall submit for the Committee's approval final plane and related drawings, specifications, and documents in the form specified by Section IS, paragraph G (2) Of the Development Plan. If revisions to the Pinel plass submitted are necessary, the plans must be so revised and re- L submitted to the Committee for approval within fifteen (15) days, but no later than 'Nov. 15, 1980. 4 2. Amendment to Final Plans. If the DEVEWFER_ desires to make any substantial alterations in 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, as modified by the proposed change, still conform to the requirement of paragraph 1 of Section B hereof, the Committee shall not unreasonably withhold approval of the proposed change. Rhe Committee shall either approve or disapprove the proposed charge within ten (10) days after its submission and notify the DWSLOM of its decision. 3. Construction Progress Schedule. Concurrently with the submission of the final plans. the BEVELOIER shall submit a construction pxcgress sehedule to the Committee fox its approval. Said progress schedule shall provide for the commence- ment of construction within three (3) months after closing and, except as otherwise provided in this Option Agreement, completion within twelve (72) months after such date or such later date as the CITY may approve. 5 4. Evidence of Financing. The DMWPER shell provide the CITY with written commitments fron acceptable lending institutions for both interim construction financing and long-term financing of the proposed development as _ — detailed in the plena referred to and approved under paragraphs 1 and 2 of Section B hereof. 5. Evidence of Contraction Contract. The D}.NEISPSR shell provide the CIS with a certificate executed by the DEVEDlFER and his general contractor for construction of the development certifying to the existence of the contract for construction of the development in accordance with the provisions of paragraphs 1 and 2 of Section B hereof. 6. Permit Requirements. Tae DEVELOPER shall obtain, and shall provide satisfactory evidence thereof to the CITY, every permit, license, and govern- mental approval necessary for comewencement and completion of said deveDgm®t including, but not limited ton Barger Planning Board era State a Maine Board of fnry ronmental Protection approvals if required. SECTION C. C01'mITIM SUBSTRUEMl TO SALE OF SAID PREMISED The folleming express conditions, covenants and restrictions will be incorporated into and bee®ean express part of the Deed as acovenants runnier with the IMO; ,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,, for the benefit and in favor of, and enforceable by, the CPM end any successor in interest to Said promises or any part thereof for the time periods specifically prescribed herein for each. 2. Use Restriction. The DEVEIDPER agrees for itself, TIend every successor in interest to Said Premises, or any part thereof, that Saiy Premises shall be developed, and used in conformance with the "Zoning Ordinance oT the City of Bangor" and any future amendsents thereto. 3. Amti-discrimination. The DEVELOPER agrees for itself, and every successor in interest to Said Premises, or any part thereof, and the Deed shall contain es-. press covenants on the part of the IEVEMoSS for itself, and such successors and e signs, that the DEVESOPER, and such successors and assigns, shall not discriminate upon the basis of race, color, creed, national origin, or saw in the sale, lease, or rental, or the use or occupancy of Said Premises or any improvements erected thereon. This covenant shall run in perpetuity. This covenant against discrimina- tion 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 Said Premises or any part thereof. 4. Ban on land Speculation. The DEVESOPEA represents and agrees that its purchase of Said Premises end his other undertakins pursuant to this Option Agreement are and will be used for the purpose of development o4 Said Premises in accordance with paragraph 1 of Section R hereof and net for speculation in land holding{ pro- vided that this covenant shall terminate upon the CITY'S issuance oY the Certificate of Completion under paragraph 10 of Section C hereof. 7 5. APproval of lkansfer Prior to Completion. The DEVELOPER recognizes that the qualifications and identity of the DEVEIIPER, and any successors in interest, are of particular concern to the C=. The DEVELOPER farther recog- mines 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 "un the obligations of the DEVELOPER for the faithful performance of all undertakings and covenants to be performed by it. Therefore, the DEVEWM representsand agrees for itself, its successors, and assigns that, except only by way of security for the purpose of obtaining financing necessary to enable the DEVELOPER or my approved successor in interest to Said Premises to perform its obligations with respect to making the improvements under paragraph 1 of Section B hereof, the DEVELOPER has not made or created, and that it will not prior to the CITY'S issuance of the Certificate of Completion under paragraph IS of Section C hereof, make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance or lease, or cry trust or power, or transfer in any other mode or form of, or with respect to this Option Agreement for Said Premises, on any part thereof, or interest therein, or em, contract or agree- ment to do any, of the same without prior written approval of the CITY. The CITY shall be entitled to require as conditions to any such approval that; (a) Any proposed transf area shall have the qualifications and financial responsibility, as determined by the CITY by written evidence submitted to it, necessary and adequate to fulfill the obligations undertaken under paragraph 1 of Section B hereof; B (b) Aro 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 oY the CITY, have expressly assimed all of the obligations of the ttWHWPER under this Option Agreement end agreed to be subject to all of the - conditions and restrictions to which the DEVEUM is subject under Section C hereof{ and (c) The consideration payable for the transfer by the transferee or an its behalf shall not exceed an amoant representing the - actual cost to the DEVESQPER of Said Premises -end the improve- ments, if any, theretofore made thereon by it; it being the intent of this pr sdon to preclude assignment of the agree- ment or transfer of Said Premises for profit prior to the CITY'S issuance of the Certificate of Completion under para- . - graph 10, and to provide that in the event that any such assignment of transfer is made the CITY shall be entitled to increase the purchase price to the DEVEWEER by the amount that the consideration payble for the assigrwent or transfer is in excess of the amount that may be authorised pursuant to this subparagraph (c) and such consideration shs11, to the extent that it is in excess of the amount so authorized, belong and forthwith be paid to the CI=. All covenants contained in this paragraph 5 shall terminate upon the CITt'S issuance of the Certificate oP Completion under paragraph 10. 0 6. Mortgages prior to completion of improvements. (a) prior to the completion of the improvements as certified by the CITY, neither the DEVELOPER nor any, successor in interest to the Said premises or any part thereof shall engage in say financing or any other trans- action creating any, mortgage or any other encumbrance or lien upon Said Premises, whether by express agreement or operation of law, or permit any encumbrance or lien to be made on or attached to Said promises, except for the purpose of obtaining fonds necessary for making improvements a,W additional funds not to exceed the purchase price of Said Premises paid by the DEVELOPER to the CITY. The DEVELOPER shall notify the CITY in advance of any mortgage financing it pro- poses to enter into with respect to Said Promises, and of any encumbrance or lien that has bean created on or attached to Said Promises, whether by voluntary act of the DEVELOPER or otherwise. For the purposes of such mortgage financing as may be made pursuant to this agreement, Said Premises may, at the option of the DEVELOPER or successor in interest, be divided into several parts or parcels, provided that such subdivision, in the opinion of the CITY,is act inconsistent with the purposes of the Developnent Plan and the uses and improvements provided .orr urn this Option Agreement. (b) The holder of any, mortgage authorized by this Option Agreement, including any such holder who obtains title to Said Promises 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 in any dead shall be construed so to obligate eery such holder. However, neither such holder nor its successors or assigns shall be authorized to devote Said Premises or any part thereof to any uses, or to construct say, improvements thereon, other than those uses or improvements provided or authorized in this Option Agreement. All covenants contained in this paragraph 6 shall tesminete upon the CITY'S issuance of the Certificate of Completion under paragraph 10. 'I. Notice a default to mcrtgegee. (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 covenants 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 shalt, insofar as _ the rights of the CITY are concerned, haw the right at its option to cure such breach or default and to add the cast thereof to the mortgage debt and the lien of its mortgage. However, if the breach or default is with respect to Construction of the imprmementa, such holder may not undertake or continue the construction or completion a the improvements beyond the extent necessary to conserve or protect improvements or construction already made withcut first having expressly assumed in writing the obligation to the CITY to complete, in the manner provided an this Option Agreement, the improvements on Said premises or the part thereof to which the lien or title of such holder relates, and having s omitted 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 Said Premises or applicable part thereof shall be entitled, upon written request made to the CPM, to a certification by the = to such effect in a maun r provided in paragraph 10 of this Option Agreement. Snch certification ahall, if so requested by such holder, provide that any remedy with respect to revesting of title to Said Pxemdses that the CITY shall have because of failure of the DEVELOPER to cure any default with respect to the fps contraction of the improvements on Other parts of parcels of Said Premises, or because of say other default in or breach Of this Option Agreement by the DSJEIAPER, Shall not apply to the part or parcel of Said Premises to shies such certification relates. (b) If subsequent to default by the imVEIAPER under this Option Agreemeat, the holder Of any mortgage on Said Premises or part thereof does not exeredae the option to construct or complete the improvements relating to Said Premises or part thereof covered by its mortgage or to which it has ootained 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 CM shall have the option of paying to the holder the amount of the mortgage debt and securing an assignment oy such debt and Of the mortgage. If Ownership of Said Premises or part thereof has vested in such holder by way of foreclosure Or action im lieu thereof, the CIYY shall be entitled, as its option, to a conveyance tO it of Said Premises or part thereof upon payment to such holder of an amount aqual to the s,m of the mortgage debt at the time of foreclosure or action in lieu thereof less all appropriate credits, including those resulting £rem collection and application of. rentals received dnri.ng foreclosure proceedings; all expenses with respect to the foreclosure; the net expenses, exclusive of general over- head, incurred by such holder in and as a direct result of the subsequent management of Said Premises; the cost of any improvements made by such holder; sed 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 deot had coutivead in existence until such acgaisitim by the CITY. IS (c) In the event of a default by the DEVELOPER in its obligations under say mortgage or other instrument creating an eacuabrance upon Said Premises or part thereof prior to completion of improvements the CITY may at its option core 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 Agreements operation of laws or otherwise, to reimbursement from the DEVELOPER or successor in interest of all mets end expenses incurred by the CI1Y in curing such default or breach, end to a lien upon Said Premises or part there- of to which the mortgages enc travce, or lien relates to secure such reimburse - Ment. (d) For the purposes of this and other paragraphs of this Option Agre®eat, the term holder in reference to a mortgage shall be deemed to include any insurer or guarantor oP any obligation or condition secured by such mortgages including but not limited to the Federal Rousing Commissioners the Administrator of Veterans Affairs and any successor in office of either such official. All covenants contained in this paragraph 7 shall terminate upon the CITY's issuance of the Certificate of Completion under paragraph 10. 8. Title Reversion for Default prior to Completion. In the event that prior to the CITY'S issuance of the Certificate of Completion under paragraph 10 of Section C haseo£: (a) The DEVEIAPERs or its successor in interest: or assign, shall default in or violate its obligations with respect to the construction of the improvaments (including the nature and the dates for the beginning and completion thereof), or shall abandon or substantially suspend construction works and any such defaults violations bandenments or suspension shall (b) (e) U mot be cured, ended, or remedied within three (3) months (six (6) months, i the default is with respect to the date for completion of the improvements) after written demand by the CITY to do soy or Me DEV FEP, or its successor in interest or assign, shall fail to pay real estate taxes or assessments an Said 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 materialmen's or mechanics' lien, or any other unauthorized enambrance or lien to attach, end such texas or assessments shall not have been paid, or the nu Drance or lien removed or discharged or provision satisfactory to the CITY made for such payment, removal, or discharge, within thirty (30) days after written demand by the CITY to do so; or - 1 e p8V WpSR, or its successor in interest or assign, shall file a petition in bankruptcy or be declared bankrupt or insolvent, or any assigemant shell be made for the benefit of creditors, or an involuntary petition for benuuptcy shall be filed, or a receiver, trustee in banvuptcy or similar officer shall be appointed to take charge of all or any sub- stantial part of the p8p8I RTS property, and such petition, assignment, or appointment is not dismissed or released within thirty (30) days of the date the petition is filed or the assignment or appointment is made; or i4 (d) There. is, in violation of Section C hereof, any transfer of the Said Promises or any part thereof, or any bange in ownership of the DEVELOPER, except as expressly permit^ed in _ paragraph 5 of Section C hereof, and such violation shall not be cured within thirty (30) days after written demand by the CITY to the DEVELOPER: then the CM shall have the right to re-enter and take possession of the Said promises and to terminate and revest 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 Said Promises to the DF.UEWFE6 shell be made upon, and that the Deed shell contain, a condition subsequent to the effect that in the event _ of any default, -failure, violation, or other action or inaction by the DM OPER specified in subparagraphs (a), (b), (c), aM (d) of paragraph 6 of Section C hereof, failure on the part of the DEVE AR to remedy, end, or abrogate such default, failure, violation, or other action or inaction, within the period axsI in the sooner stated insuch 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 arta to the Said Promises conveyed by the Deed to the DEVELOPER, and that such title and all rights and interests of the DEVELOPER, and a@q assigns or successors in interest to and in Said Promises shall revert to the CITY. provided, however, that such condition subsequent and any revesting of title as a result thereof in the CITY shall always be subject to and limited by, and shall not defeat, render invalid or limit in any, way: (i) the lien of any mortgage authorized by Section C hereof, and (11) ayy rights or interests provided in Section C for the protection of the holders of such C mortgages. 15 The CITY shall have the right to institute such actions or proceedings as it may de® desirable for effectuating the purposes of this paragraph 8 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 DSVRiIJFER, its successors in interest and assigns, in Said Premises and the revesting oY title thereto is the CITY; provided, however, that any delay by the CITY in instituting or prosecuting 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, end restrictions contained in this paragraph 8 shall terminate upon the CITY'S issuance of the Certificate of Completion under paragraph 10. 9• Disposition Upon Reversion. Upon the revesting in the CITY of title to Said Promises or any pert thereof as provided in paragraph 8 of Section C, the CITY shall in accordance with State law use its best efforts to resell Said Premises or part thereof, subject to any existing mortgage liens, es soon and in such rawer as the CITY shall find feasible and consistent with the objectives of developing Said premises for residential use to a qualified and responsible party or parties, as determined by the CITY, who will assure the obligation of making or completing the improvements or such other improvements in their stead as shall be satisfactory to the CITY. Upon the resale of Said premises, the proceeds thereof shall be applied: (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, Fm and resale of Said Premises or part thereof (but less any incone derived by the CITY from the Said Premises or part thereof); all taxes, assessments, water, sewer and other utility charges with respect to Said Promisee or part thereof; any payments made or necessary to be made to discharge any encumbrances or liens existiag on Said Promisee or part thereof at the time of revesting of title thereto in the CITY or to discharge or prevent from attaching or being ride any subsequent enc brances or liens due to obligatimm, defaults, or acts oY the DEVELOPER, its successors or assigns; any expenditures made or obligations incurred with aspect to the making or completion of the improvements or any part thereof on Said promises or pact thereof; and any amounts otherwise owing the CITY by the B ELOPER 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 Said Premises or part thereof and the cash actually invested by it in making any of the improvements on Said Premises or part thereof, less (2) any, gains or income withdraw or made by it. Any balance remaining after such relmbursemevt shall be retained by the CITY as its property. Tne express conditions, ccqa,ants, and restrictions contained in this paragraph 9 shall terminate upon one C=tS issuance of the Certificate of Completion under paragraph 10. 17 10. Certificate of Completion. Promptly after completion of the improvements in accordance with the provisions of this Option Agreement, the CTTY will furnish the DEVELOPER with an appropriate instrument to certifying. Such certification shall be in such form as will enable it to be recca ed 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 re- strictions contained in paragraphs 4, 5s 6, 7, 6, and 9 of Section C hereof. If the CITY shall refuse or fail to provide such certification, the CM shall, within thirty (30) days after written request by the DEVELOPER, provide the DEVEMEER with a written states indicating in adequate detail in whet respects the DEVELOPER has failed to complete the improvements in accordance with the provisions of this Option Agreement end what measures will be necessary to obtain such certification. 11. Rotice. Any notice wider this option Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certi- fied mails postage prepaid, return receipt requested, or delivered personally, and (i) in the case of the DEVELOPER, is addressed to or delivered personally to: George Sinpalls Esq., Attorney for the DEVELOPER, One Merchants Plaza, Bangor, Maine, 04101} and (ii) in the ease of the CITY, is addressed to or delivered personally to the CITY, c/o City Manager, City hall, 73 Harlow Street, Bangor, Maines O41ol. IN ETTMEES WHEREOF, the parties hereto have set their hands and seals this day and year first written above, Penobscot, as. m By -Title City Manager CONGREGATION BETH ABRPNNi AVEM i By Title STATE OF MAIAE 1980. Then personally appeared the above named John W. Flynn, in his capacity as City Manager, and acknowledged the foregoing instrment to be his free act and deed and that of the City of Bangor, Before m , Justice of the Peace Notary Public Attorney at Law STATE OF MAINE Penobscot, so. a 1980. nen personally appeared the above named . in his capacity as , and acknowledged the foregoing instrument to be his free act and deed end that of the Congregation Beth Abraham Anshe Sphaad, Before me, Justice of the Peace Notary Public Attorney at Law /y 353, 383. 4� 94.//' / /.//f CONGQEIJ I. �'/ON / BET ABQA�AM A.✓S f fEP i/AQO V,l/B4,0A23d 6/OG 3,�UG9� /3239 ff 0.304 AC yoQK jQL-E-T N ma' /8'4G"f 598.90' /ANC cc/< _ 5dT STQf FT 290,2/Z 5f 6.66ZAe. L = 267 43' wri 16109S4.2 SF 7�3..7o9 Ate. 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