HomeMy WebLinkAbout1976-10-25 402 AD RESOLVE402 _ An
Introduced by Councilor Finnisaq October 25, 1976 ,
CITY OF BANGOR
(TITLE.)¢$O�11C�_ApProszug..xznpaaed..C.sanGxa:SWx..S.ale...rz£._Land_In the
Kendu k aq Strea U b Rene 1Pro�ect,.M R] Parcel B-11
By Cky CoaadlaFUw a4tafBangor.
RESOLVW, THAT, WHEREAS, the Urban Renewal Authority of the
City of Bangor proposes to enter into a contract for sale of
Parcel B-11 in the Kenduskeag Stream Urban Renewal Project with
Ralph A. Dyer, II; and
WHEREAS, the said Ralph A. Dyer, II has offered to
pay the sui of One Hundred Eighty Thousand Dollars ($180,000.00)
for said parcel, said price being the minimum approved price for
said parcel as established by the Urban Renewal Authority and
approved by the Department of Housing and Urban Development; and
WHEREAS, under the provisions of Chapter 168
Of the Private and Special Laws of Maine,. 1957, as amended, City
Council approval of all contracts for the sale of land within
the Project Area is required; and
WHEREAS, the Urban Renewal Authority has filed a
copy of the proposed contract with Ralph A. Dyer, II in the
office of the City Clerk;
NOW, THEREFORE, HE IT RESOLVED:
THAT, the proposed contract on file with the
City Clerk be and is hereby approved.
402 AD
IN CITY CW IL R E s o L v e }�
October 25,'1976
cxmr c RECEIVED
Approving Proposed contract fox CITY OF BANGOR
Sale of Sana in ue xenduakeag St eam CITY CLERKS OFFICE
Urban
ercel. kN-12Pxo]e<t; Me.k-r. 976 CC! 20 AM 10 55
ya a as
va)
U.& DEPARTMENT OF MOUNNG AND URBAN DEVELOPMENT
URBAN RENEWAL PROGRAM
PART I OF STANDARD FORM OF CONTRACT
FOR SALE OF LAND FOR PRIVATE REDEVELOPMENT
---------------------------------
Part
of
- CONTRACT FOR
SALE OF LAND FOR PRIVATE REDEVELOPMENT
By and Between
and
�A nrWr TT
euDi20?1
-111
PART I
CONTENTS
Section
page
I
Rale: Purchase Price . . . . . . . .
. . . 4
2.
Conveyance of Property d
4
3,
Good Faith Deposit .. r ....
. . . 6
4.
Time for Commencement and completion
of Improvements .c . . . . .. . . . . . . . . ..
.. 8
S.
Time for Certain Other Action. . . . . . . .
. . . 8
6.
Period of Duration of Covenant on Use . . . .
. . . 9
7.
Notices and Demands . . .. . .. . . .
10
8.
Special Provisions. . . . .. . .. .
. . 10
9.
Modifications of Part R . ... . . . . . .
. . 10
10.
Counterparts ......................
11
w 0-M
CONTRACT FOR
SALE OF f.AND FOR PRIVATE REDEVEWPMENT
AGREEMENT, consisting of 6his Part I and Part II (Form HUD -62098, 9-69)
annexed hereto and made a part hereof (which Part I and Part Il are together
hereinafter called "Agreement"). made on or as of the stn day of
October , 1916 by and between the Urban Renews 1 A,,♦bnrjF.,
a public body corporate (which, together with any successor public body or officer
hereafter designated by or pursuant to law, is hereinafter called "Agency").
established pursuant to C ten 168 of thevete
of tbP sfatn of Maine (195]1 of the State of
(hereinafter called "Urban Renewal Act") and having its office aatCity Hall. „
in the city of (hereinafter called "City").
state of . and the -'P —
a corporation organized
and existing ender the laws of the State of United States of Merica
(hereinafter called "Redeveloper") and having an office for the transaction of
business at 61 state QP
in the city of Banvor , County of
and State of Maine . WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act. the
Agency has undertaken a program for the clearance and reconstruction or rehabil.
itationof alum and blighted areas in the city, and in this connection is engaged
in carrying out an urban renewal project known as the I. Kenduskizaa
Stream Project"
(hereinafter called "Project") in an area (hereinafter called "Project Area")
located in the City: and
WD6 «a
WHEREAS. as of the date of the Agreement there has been prepared and
approved by the Agency an urban renewal plan for the Project, consisting of
[Insert deacription of the plan, is, for example: "the Urban Renewal Plan.
dated may 20 19 64i and approved by the City Council of
the City son June 22 , 19_EA by Resolution No. 79—R ,
as amended by Amendment No., 1 thereof, dated May 19 19_66.
and approved by such Council on Tune 13 195Ii. by Reso-
lution No.119— 11
(which plan, [ as so • ended, and ] as it may hereafter by [ further ] amended
from time to time pursuant to law, and as so constituted from time to time. is,
unless otherwise indicated by the context, hereinafter called i'Urban Renewal
Plan"); and
1n lieu of B.DeC18Yation Of Restrictions
N'HEREAS.gtAARX the e Uzban Renewal Plan AxxWnxtikNs&t�RhexdaARAsf
hFA:BetuRsnnt:Fa� been recorded among the land records for the place in wbith
the Project Area is situated, namely,
Ponnhcr..* Rcoi=t y of nada in Book 2459 of
at page 22� anasn Boo ded ob7 vo1.2633, Page 348
at page_, or, it the Urban Renewal Plan is not recordable in the jurfadic-
tion, in lieu of the above, change to: "nae been filed in the Office of the
Clerk of the City located at narear, Maine
in the City;"] and .
WHEREAS, in order to enable the Agency to achieve the objectives of the
Urban Renewal Plan and particularly to make the land in the Project Area
available for redevelopment by private enterprise for redevelopment for and in
accordance with the uses specified in the urban Renewal Plan. both the Federal
Government and the City have undertaken to provide and have provided substantial
-2-
'xVO-tlJll
aid and assistance to the Agency through a Contract for [ Loan and3 Capital
Grant dated ne embe c , Igdl_4, in the case of die Federal Government
and [ a Cooperation Agreement, dated .rely 14 19-1"43 in the case of
the City: and
WHEREAS. the Agency has offered to sell and the Redeveloper is willing to
purchase certain real property located in the Project Area and mare particularly
described in Schedule A annexed hereto and made a part hereof (which property
as as described is hereinafter called "Property^) and to redevelop the Property
for and in accordance with the uses specified in the Urban Renewal Plan and in
accordance with the Agreement: and
WHEREAS, she Agency believes that the redevelopment of the Property
pursuant to the Agreement, and the fulfillment generally of the Agreement, are
to the vital and best interests of the City and the health, safety. morale, and
welfare of its residents, and in accord with the public purposes and provisions,,
of the applicable Federal, State, and local laws and requirements under whichthe
Project has been undertaken and is being assisted:
NOW, THEREFORE, to consideration of the premises and the mutual oblige- P
tions of the parties hereto. each of them does hereby covenant and agree with the
other as follows:
SEC. 1. SALE: PURCHASE PRICE.
Subject to. all the terms. covenants, and conditions of the Agreement. the
Agency will sell the Property to the Redevelaper for, and in* Redeveloper will
purchase the Property from the Agency and pay therefor. the amount of
Dollars ($ 180 000.00 ),
hereinafter called "Purchase. Price". to be paid in cash or by certified check
simultaneously with the delivery of the deed conveying the Property to the Re-
developer. -
I-
sap- A
SEC. 2. CONVEYANCE OF PROPERTY.
(a) Form of Deed. The Agency shall convey to the Redeveloper this to the
Property by warranty'. dead [deeds]- (hereinafter [collectively 3 called
''Deed"). Such conveyance and title shall, in addition to the condition subsequent
provided for ,n Section 704 hereof, and to all other conditions, reversals. aM
restrictions set forth or referred to elsewhere in the Agreement. be Subject to:
(1)
[Here set forth in full detail all easements with respect to the Property
which are to be continued or are to be newly created or reserve
121. (3). etc.
[Here set forth other reservations, encumbrances, or exceptions if any.
There should be included in this Section the customary standard printed
exceptions found in atitle policy, as well as the other exceptions noted in
a title policy with respect to the particular property
(b) Time and Place for Delivery of Dead. The Agency shall deliver the
Deed and possession of the Property to the Redeveloper onMeV 1,.::.
1977, or on such earlier date as the parties hereto may mutually agree in
writing. Conveyance shall be made at the principal office of the Agency and the
Redeveloper shall accept such conveyance and pay the Purchase Price to the
Agency at such time and place.
(c) Apportionment of Current Taxes. The portion of the current taxes, if
any, on the Property which are a lien on the date of delivery of the Deed to the
Redeveloper allocable to balldings and other improvements which have been
demolished or removed from the Property by the Agency shall be borne by the
Agency. and the portion of ouch current taxes allocable to the land shall be
apportioned between the Agency and the Redeveloper as of the date of the delivery
of the Deed. If the amount ofthe current taxes on the Property is not ascertain-
able on Such date, the apportionment between the Agency and the Redeveloper
shall be on the basis of the amount of the most recently ascertainable taxes on
_4-
the Property, but such apportionment shall be subject to final adjustment within
(30)days after the date the actual amount of such current taxes is ascertained.
(b) Recordation of Deed.. The Redeveloper ahall promptly file the Deed for
recordation among the land records of the place in which the Property is situated.
The Redeveloper shelf pay all "are (including the coat of the State documentary
stamp tax, a any, on the Deed, for which stamps in the proper amount shall be
affixed to the Deed by the Redeveloper). for so recording the Deed.
(a) atm
[There should also be included in this Section any other obligations of the
Agency and the Redeveloper, respectively, in regard to the formalities and
mechanics cs of conveyance and related obligations. as may be
agreed upon on
the basis of local c
tom or otherwise. For example, Pyi ^ ana` be
m
necessary or desirable to indicate which party to provide or bear he coat
of title insurance other title evidence; what the amount of the title nolicy
to be what the nature of the title evidence shallbeich and awho
is to
`oovervide it (title insuran a ompanies or title attorneys); pxem'
pay the state transfer tax, if any, provided lfiat, if the Agency is pt
from such transfer tax, the Redevelop¢] shall be obligated to pay it, as
well as other miscellaneous coats, etc.
SEC. 3. GOOD FAITH DEPOSIT, _
(a) AA mount. The Redeveloper has, prior W or simultaneously with the
execution of the Agreement by the Agency, delivered to the Agency a good faith ,
deposit of cash or a certified check satisfactory to the Agency in the amount of -
Dollars
($), hereinafter called "Deposit", as security for the performance
of the obligations of the Redeveloper to be performed prior to the return of the
Deposit to the Redeveloper, or its retention by the Agency as liquidated damages,
or
its application ad account of the Purchase Price, as she case may be,
in
accordance with. the Agreement.
or, in lieu of cash or certified check, substitute and describe in full either!
(i) negotiable bonds or other eunilar obligations of the United States of
America in the total principal amount of Ten - -
L4
0>n) e
------- gran n
n! n Dollars ($19,nnn nn - j, as
follows: or Cityof Brocton, Mass, Water Lean @. 2 3/41
Due May mu 1978' Certificate Nos. 39 6 40
(if), "a surety bond in the penal a dN. 01
.Dollars ($ ),• in -
form and substance satisfactory to the Agency, in which the Agency is
- the obligee, issued by
a surety company regularly engaged in the issuance of ouch undertakings
and on the list of surety companies approved by the United States Treasury
for at least such amount."
The Deposit. if cash or certified check, shall be deposited in an account of the
Agency in a bank or trust company selected by it.
(b) Interest. The Agency shall be under no obligation to pay or earn • _
interest on the Deposit, but if interest is payable thereon such interest when
received by the Agency shall be promptly paid to the Redeveloper. -
(c) Application to Purchase. Price. In the event the Redeveloper is other -
me entitled to return of the Deposit pursuant to paragraph (e) of this Section,
upon written request of the Redeveloper the amount of the Deposit if paid in cash'
or by certified check shall be applied on account of the Purchase Price at the -
time payment of the Purchase Price is made.
(d) Retention by Agency. Upon termination of the Agreement as provided
in Sections 703 and 704 hereof, the Deposit or the proceeds of the Deposit, if
not theretofore returned to the Redeveloper pursuant to paragraph (e) of this
Section, including all interest payable on such Deposit or the proceeds thereof
after after such termination, shell be retained by the Agency as provided in
Sections 703 and 704 hereof.
(e) Return to Redeveloper. 'Upon termination of the. Agreement as provided
in Section 702 hereof, the Deposit shall be returned to the Redeveloper by the
6
r»r,
Agency as provided in Section 702 hereof. If the Agreement shall not have been
theretofore terminated and if nocausefor termination then exists, the Agency
shall return the Deposit to the Redeveloper upon receipt by the Agency of the
following:
li)A copy of the commitment or commitments obtained by the Redeveloper
for the mortgage loan or loam to assist in financing the construction of
the Improvements (as defined in Section 301 hereof), certified by the
Redeveloper to be a true and correct copy or copies thereof; -
(if) Evidence satisfactory to the Agency that the interim mortgage loan to
assist in financing the construction of the Improvements has been
initially closed;
(iii) A copy of the contract between the RWeveloper and the general contyac-
for for the construction of the Improvements, certified by the Redevel-
oper to be a true and correct copy thereof, and
(iv) A copy of the contract bond provided by the general contractor in can-
pension with the aforesaid construction contract which bond shall be in
a penal cum equal to not less Nm ten percent 1109) of the contract
price under said construction contract certified by the Redeveloper to
be a true and correct copy thereof.
SEC. 4. TIME FOR COMMENCEMENT AND COMPLETION Or IMPROVE-
MENTS.
The construction Of the Improvements referred to in Section 301 hereof
shall be commenced in any event within three 1 3 1 months after the date of
the Deed. and, except as otherwise provided in the Agreement. shall be completed
four
within t'(24) months after such date. Provided, That if a mortgage
scenting money loaned to finance the Improvements, or any part thereof. is
insured by the Secretary of Housing and Urban Development, then the aforesaid
completion time shall not apply, but instead the construction of the Improvements,
.]-
e -.mea
or any part thereof, shall be completed within the time specified in the applicable
Building Loan Agreement approved by the Secretary of Housing and Urban Aevelop-
menti �..
SEC. I. TIME FOR CERTAIN OTHER ACTIONS.
(a) Time for Submission of Construction Plane.. The time within which Ne
Redeveloper shall submit its "Construction Plane" (as defined in Section 301 hereof)
to the Agency in any event,, pursue= to Section 301 hereof, shall be not later Nan one
hu ndvcd al gbty a ( 1Spdays from the date of the Agreement.
(b) Time for Submission of Corrected Construction Plane. Except as pro-
vided in Paragraph (c) = this Section 5. the time within which the Redeveloper
shall submit any new or corrected Construction Plans as provided for in Section
301 hereof shall be not later than forty-five (45) days after the date the Rede-
veloper receives writtennotice from the Agency of the Agency's rejection of the
Construction Plana referred to in she latest such notice.
(c) Maximum Time for Approved Construction Plane. In any event, the time
within which the Redeveloper shall submit Construction Plans which conform to
the requirements of Section 301 hereof and are approved by the Agency shall be
not later than £ovty-f ive (45) days after the date the Redeveloper receives
written notice from the Agency of the Agency's first rejection of, the original Con-
struction Plane submitted to it by the Redeveloper.
(d) Time for Agency Action on Chane in Construction Plana. The time c'ithin
which the Agency may reject any change in the Construction Plane. as provided In
Section 302 hereof. shall be thi rty (30 ) days after the date of the Agency'1
receipt of notice of mch change.
(e) Time for Submission of Evidenceof Equity Capital and Mortgage Financing.
The time within which the Redeveloper shall submit to the Agency. in any event,
D 209%
evidence as to equity capital and any commitment necessary for mortgage finane.
ing, an provided in Section 303 hereof, shall be not later than forty-five (45 )
days after the date of written notice do the Redeveloper of approval of the Construc-
tion Plane by the Agency, or,if the Construction Plane shall be deemed on have
been approved as provided in Section 301 hereof, atter the expiration of thirty (30)
days following the date of receipt by the Agency of the Construction Plane so
deemed approved.
SEC. 6. PERIOD OF DURATION OF COVENANT ON USE.
The covemmoVpertaining to the use of the Property, set forth in Section 401
hereof, shall remain in effect from the dale of the Deed until e 22 1911,
the period specified or referred to in the Urban Renewal Plan, or until such dace
thereafter to which it may be extended by proper amendment -of the Urban Renewal
Plan, on which date. as the case may be, such covenant shall terminate. '
SEC. ]. NGTIGES AND DEMANDS. '
A notice,demand, orother communication under the Agreement by either
party to the other shall be sufficiently given or delivered if it is dispatched by
y
registered or certified mail, postage Prepaid, return receipt requested, or
delivered ner;mully. and
(i) in the cane of the Redeveloper, ,s addressed to or delivered personally
to the Redeveloper at Al State Street Ranoor. Maine
and
(L) in the ease of the Agency, is addressed to or delivered personally to
the Agency at r! D, v'll a..gnr Ruin,
or at such other other address with respect to either such party as that party may,
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j `.
UD-1aee •,
from time to time, designate in writing and forward to the other as provided in
this Section.
SEC. 9. SPECIAL PROVISIONS. • See Attached
[Add other special provisions, if any, to cover various situations which are
sot already covered in Part I of Part D.]
SEC. 9., MODIFICATIONS OF PART D.
The following amendments and modifications are hereby made in the terms,
covenants, and conditions forming Part If hereef;
Delete Section 404 (added by former LPA Letter No. 319, Supplement No. 2),
Insert after subsection 401(b) the following subsection:
(c) All advertising (including signs)for sate and/or rental of the whole or
any part of the Property shall include the legend, "An Open Occupancy
Building" in type or lettering of easily legible size and design. The
word "Project" or "Development" may be substituted for the word
"Building" where circumstances require such -substitution.
SEC. 10. COUNTERPARTS.
The Agreement is executed in three (3) counterparts, each of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Agency has caused the Agreement to be duly
executed in its name and behalf by its Executive Director
and its seal to be hereunto duly affixed seal attested by its
qlcrptary
and the Redeveloper has caused the Agreement to be duly
executed in its name and behalf by its President and its corporate seal to be
]o -
hereunto duly affixed and attestai,by its Secretary, on or as of the day first
above written.
Bangor Urban Renewal Authority
/neenevl
_. By_
Attest:
lseneugj
Attest:
C Qe owl
SCHEDULE A
Description of Property
All that certain parcel or parcels of land located in the City of Rangor
'. County of Penobscot State of
Main more particularly described as follows.
Parcel B-11, %endvskeag Stream Project, No. Me, A-7
See attached
[together with
-1g-
Sec. 8.
Section 703 of Part II is deleted and replaced by the
following:
If Ralph Dyer terminates this Contract for any reason,
prior to the conveyance of title, the deposit will be
returned to him, lose negotiated expenses.
The Agency will make no expenditures on behalf of the
developer, before May 1, 1977, unless first negotiated
with Ralph Dyer.
Developer will not be assessed Real Estate Taxes
on said Parcel until April 1, 1978.
No state documentary stamp tax is required.
B-11
Beginning at an iron rod at the intersection of the easterly
right-of-way line of Exchange Street and the southerly right -o£ -way
line. of York Street, said iron rod having coordinates North 353013.90,
East 430125.84 based on the Maine State Coordinate System, East Zone;
thence North 710 49' 41" East for a distance of 400.33 feet along
the southerly right-of-way line of York Street to an iron rod; thence
southeasterly on a curve to the right having a radius of 22.00 feet
for 34.47 feet to an iron rod, said iron rod being 11.00 feet west-
erly of the westerly right-of-way line of Oak Street measuring at
right angles to the same; thence South 180 25' 31" East for 256.65
feet along a line 11.00 feet westerly of the right-of-way line of
Oak Street measuring at right angles to the same.to an iron rod;
thence southwesterly along a curve to the right having a radius of
22.00 feet for 34.58 feet to an iron rod on the northerly right-of-way
line of Hancock Street; thence South 710 37' 28" West for 400.24
feet to an iron red at the intersection of the northerly right-of-
way line of Hancock Street and the easterly right-of-way line of
Exchange Street; thence North 180 25' 31" West for 301.84 feet
along said Exchange Street right-of-way line to the point of begin-
ning.
Meaning and intending to describe a parcel of land containing
126,978 square feet. All bearings are referenced to the grid North
based on said Maine State Coordinate System.
Io7
mm -6209B
(4-66)
TERMS Apo COINTTIOWS
Pert II
of
COpTi
FOR
SALE OF L FOR PIQ M RBOBFELOPM W
BY and Beth en
Urban Renewal Authority
eva
RalOh A. DveY II
PART II
CONTENTS
Section
1 RU0.62ogB
ARTICLE I. PREPARATION OF PROPERTY FOR
R®EvetpPR®fT
101.
York To Be Performed by Agency 1
102.
Expenses, Income, and salvage 1
103.
Agencyls Responsibilities for Certain Other Actions 2
104.
Waiver of Claim dead Joining in Petitions by Redeveloper 3
'
ARTICLE II. METE OF ACCESS TO PROPERBT
201.
Right of Entry for Utility service 3
202.
Redeveloper Not To Construct Over Utility Easements 3
203.
Access to Property 3
ARTICLE III. CONSTRUCTION PLANS; CONSTRUCTION OF
INPROVE16BT8; CERTIFICATE OF
COMPLETION
301..
Plane for Construction of Improvements 4
302.
Clunges in Construction Plane 5
303•
Evidence of Epuity Capital end Mortgage Financing - 5
304.
Approvalsof Construction Plane and Evidence of Financing 5
As Conditions Precedent to Conveyance
305.
Commencement and Completion of Construction of 5
Improvementa
306.
Progress Reports 6
307.
Certificate of Completion 6
1 RU0.62ogB
Section
MORTGAOEE9
Pam_
601.
NSICLE IV. RESTRICTIONS UPON USE OF PROPERTY
12
401.
Restrictions on Use
7
402.
Covenants; Binding Upon Successors in Interest; Period of
7
604.
Duration
13
403,
Agency and United States Nights To Enforce
8
606.
ARTICLE V. PROHIBITIONS AGAINST ASSIGMAKHT AND
15-
607.
TRANSFER
f.
501.
Representations As to Redevelopment
8
SO2.
Prohibition Against Transfer of Shares of Stock; Binding
9
Upon Stockholders Individually
503.
Prohibition Against Transfer o1 Property and Assignment of
10
Agreement
504.
Information As to Stockholders'
12
ARTICLE VI. NOMADS FINANCING; RIGHTS OF
ARTICLE VII. R&'k.DIES
701. In General 15
702. Termdantion by Redeveloper Prior to Conveyance 15
703. Termination by Agency Prior to Conveyeace 16
EUD-62098 if
MORTGAOEE9
601.
Limitation Upon Encumbrance of Property
12
602.
mortgagee Not Obligated To Construct
13
603•
Copy of Notice of Default to mortgagee
13
604.
Mortgagee's Option To Cure Defaults
13
605.
Agency's Option To Pay Mortgage Debt or Purchase Property
14
606.
Agency's Option To Core Mortgage Default
15-
607.
Mortgage and Molder
15
ARTICLE VII. R&'k.DIES
701. In General 15
702. Termdantion by Redeveloper Prior to Conveyance 15
703. Termination by Agency Prior to Conveyeace 16
EUD-62098 if
Section
Pape
706. Revesting Title in Agency Upon Happening of Event Subsequent 17
to Conveyance to Redeveloper
70$. Resale of Reacquired property; Disposition of Proceeds 18
706. Other Rights and Remedies a Agency{ Ho Waiver by Delay 19
701. Enforced Delay in Performance for Causes Beyond Control of 19
Party
708. Rights end Bedside Cumulative 20
709. Party in Position of Surety With Respect to obligations 20
6f� ¢]a��{{��]
801. Conflict of Interests; Agency Representatives Not Individually 21
Liable
802. Equal Employment Opportunity 21
803. Provisions Not Merged With Deed 22
806. Titles of Articles and Sections 22
i11 HUD -62098
g4 i
SEC. 101. Work To Be Performed by Agency. The Agency shall, prior
to conveyance of the Property and without expense to the Redeveloper,
prepare the Property for redevelopment by the Redeveloper in accordance.
with the Urban Renewal Plan and the Agreement. Such preparation of the
Property shall consist of the follonng (unless the Agency and the
Redeveloper hereafter agree in writing that any of such preparation shall
rick be done, or that It shall be dove subsequent to the conveyance of the
Property):
(a) Demolition and Removal. The demolition and removal to the surface
eleva��oinlag ground of all existing buildings, other
structures and Improvements o the Property, Including the removal
of all tricks, lumber, pipes, equipment and other. material, and
All debris And rubbish resulting from such denolition, except such
material and debris as may be used for any filling required by
this Section. -
(b) Reduction a Walls. The reduction of all walls, including
foundation valla, to the surface elevation a the "Joining
ground.
(c) Snaking Up Basement Plows. The breaking up a all basement or
cellar lto permit proper drainage.
(d) R�emovalof Pann . The removal by the Agency or by the
app:o 1 c body of all paving (Including catch handed,
curbs, gutters, drives, end sidewalks) within or on the Property.
(e) Removal of Public Utilit Ideas. The removal or abandonment by
M44 Agency of y k appropriate PUDlIc Doay or public utility
company of all public utility lines, installations, facilities,
And related equipment within or on the Property.
Fill
(f) landmigut not Ineand Gradcludingutopsoillor landscaping) anenll permitM
proper drainage and place the Property in a safe, clean, sanitary,
and nophasaraos condition.
(g) Pilling wterials. The filling of all basements or other
excavations exposed as a result a the vork performed by the
Agency pursuant to this Section, with noncombustible materials to
a level twelve (12) Inches brow the surface a the Adjoining
ground o all aides thereof.
SEC. 102. Expenses. Tricots, and 9elvege. All expenses, Including
current taxes, if any, relating to buildings or other structures demoldahea
or to be demolished In accordance with Section dol hereof shall be borne
by, end all Income or salvage recrivea an a result of the demolition of
such buildings or structures shell belong to, the Agency.
- i - BUD -62098
SEC. 103. Agency's Responsibilities for Certain Other Actions. ITh
Agency, without expense to the Redeveloper sment or cla�alnst
the Property and prior to completion of the Improvements (or at such
earlier time or times as the Redeveloper and the Agency my Agree in
writing), shell, In accordance with the Uctun penewl, Plan, provide or
secure or cause to be provided or secured, the following:
(s) Vacation of Streets Etc. The closing and vacation of all
al
existing streets, tiers; and other public rlghte-of-way, within
or abutting on the Property..
(D) Replotting. pesubdivieion, or leasing. The replatting,
esubdlvlsiov or zon3ug of the Property, 11 necessary for the
cmVeyance thereof to the Redeveloper.
(c) Improvements of Exist -
The improvement (by the Agency
Or by the ppropriete pvbllc body) by resurfacing, rebuilding, o
new construction, in accordance with the technical specifications,
standards, and practices of the City, of the existing streets,
alleys, or other public rights-of-way (including catch basins,
curbs and gutters, drive and curb cuts, and drives between the
property line of the Property and the public rights-of-way)
shutting on the Property.
(d) construction and Dedication of New Streets. The construction (by
the Agency or by the appropriate public body), in accordance with
the technical specifications, standards, and practices of the
City, end the dedication of all new streets, alleys, and other
public rights-of-way (Including catch basins, curbs, and gutters)
abutting on the Property.
(e) Installation of Sidewalks. The iostallatlon (by the Agency or by
the appropriate public body), in accordance with the technical
specifications, standards, and practices of the City, of public
sidewalks along the frontage of the public streets abutting on
the property or within the rights-of-way lines of such public
streets, together with wedding or seeding of any, such public area
between such sidewalks or the curb lines of such public streets.
(f) Street Llypting, SSgvA and }Ire Hydrants. The installation (by
the Agency or by the appropriate public body), in accordance with
the technical specifications, standards, and practices by the
City, of street lighting, signs, and fire hydrants In connection
with all new streets abutting on the property and to be
constructed pursuant to this Section.
(g) Installation a Public Utilities. The installation or relocation
by the Agency or by the appropriate public body or public
utility company) of an& sewers, drains, water and gas
distribution lives, electric telephoneand telegraph lines, and
all other public utility linea, installations, and facilities as
=-62ogB - 2 -
are wary, to be installed or relocated an or in connection
with the Property by reason of the redevelopment cantemplated by
the Urban Renewal Plan and the development of the Property:
Provided, That the Agency shall not m responsible for, nor beer
myportion of the cost of, installing the necessary utility
connections within the boundaries of the Property between the
Improvements to be constructed M the property by the Redeveloper
and the water, smitmy never, and storm drain main or other
public utility lines owed by the City or by any public utility
company within or without such boundaries, or electric, gas,
telephone, or other public utility lime owed by any public
utility conpery within or without such boundaries, and the
ledavelopae shall secure any permits required for Any such
installation without coat or expense to the Agency.
SEC. 104. waiver M Claims and Soinin 1n Petitions D Redevel e
The Redeveloper Gerey waives ae the yuTchesex Of Property Ode[ too
r
Agreement and as the ower after the conveyance of the Property provided
for in the Agreement) any and all claims to awards of damages, if any, to
compensate for the closing, vacation, or change of grade of Any street,
alley, or other public right-of-way within or fronting or abutting on, or
adjacent to, the Property Mich, pursuant to subdivision (a) of Section 103
hereof, is to be closed or vacated, or the grade a MSCL Is to be changed,
and shall upon the request a the Agency subscribe to, And join with, the
Agency In Any, petition or proceeding required for such vacation, dedication,
change of grade, and, to the extent necessary, rescuing, and execute Any
waiver or other docssent in respect thereof.
AETICIE II. SI0M OF ACCESS To PROPERTY
SEC, 201. Night a Entry for Utility Service. The Agency reserves
for itself, the City, sod any public utility company, as may be appropriate,
the unImlified right to aster upon the Property at all reasonable time for
the purpose of reconstructing, saintaining, repairing, or servicing the
public utilities located within the Property boundary lines anal provided for
in the a sements described or referred to in Paragraph (a), Section 2 of
Part I hereof.
SEC. 202. Eedevelover Not To Construct Over Utility Easements. The
Redeveloper shell not construct any building or other structure or dnprovesent
ca, over, or within the boundary lima a any easement for public utilities
described or referred to in Paragraph (a), Section 2 a Part I hereof, unless
Such construction Is provided for In such menaced; or bas been approved by the
City. If approval for such construction is requested by the Redeveloper, the
Agency shall use its beet efforts to segue that such approval Shall sot be
withheld unreasonably.
SEC. 203• Access to Perty. prior to the conveyance of the Property
by the Agency to L.Ee-Fedevelopei, the Agency oball permit representatives of
the Realevelopar to have access to my pert of the Property As to M1cD the
Agency holds title, at All reasonable times fm the purpose of obtaining data
- 3 . HUD -62098
and making various tests concerning the Property necessary to carry Out the
Agreement. After the conveyance of the Property by the Agency to the
Redeveloper, the Redeveloper shall permit the representatives of the Agency,
the City, and the United States of America access to the Property at all
reasonable times vh1ch any of them deems necessary for the purposes of the
Agreement, the Cooperation Agreemeat, or the Contract for Loan and Capital
Grant, including, but not limited to, inspection of all work being perforned
in connection vita the construction of the Improvements. No Compensation
shall be payable nor shall any charge be male in any form by any party for
the access provided for in this Section.
ARTICIS III. COMBTRCCTION PLANS; CORSTRUCPIOE OF
II@RJIgMEgT$; CERTIFICATE OF COMPLRPIOR
SEC. 301. Plans for Construction of Improvements. Plans and
specificatims alto respect to the redevelopment of the Property and the
construction of Improvemeuts thereon shell be in conformity with the Urban
Renewal PLM, tax Agreement, and all applicable State and local leve soul
regulations. As p tly as possible after the date of the Agreement, and,
in any event, no later tb n the time specified therefor in Paragraph (a),
Section 5 of Par. I hereof, the Redeveloper shall submit to the Agency, for
approval by the Agency, plane, drawings, specifications, and related
documents, and the proposed construction schedule (,which plans, drawings,
specifications, related documents, and Progreso schedule, together with ary,
and all changes therein that may thereafter be ame and submitted to the
Agency as Mrsin provided, areexcept as otherwise Clearly indicated by the
context, hereinafter collectively called "Construction Plane") with respect
to the improvements to be constructed by the Redeveloper on the Property, in
sufficient completeness and detail to mov Cast such dmpecrementh and
construction thereof will be in accordance with the provisions of the Urban
Renewal Plan soul the Agreement. The Agency shall, if the Construction Pima
originally submitted conform to the provisions of the Urban Rmewal Plan and
the Agreement, approve In wilting such Construction Plane and he further
filing by the Redeveloper or approval by the Agency thereof shall be required
except vith respect to any arterial charge. Such C®etructim Pima shall,
In my event, be deemed approved unless rejection thereof In writing by the
Agency, In whole or in part, setting forth in detail the reasons therefor,
Shall be made within thirty (30) days after the date of their receipt by the
Agency. If the Agency so rejects the Construction Plana In whole m to part
as not being In conformity with the Urban Reneval Plan m the Agreement, the
Redeveloper shall submit nen m corrected Construction Plane which ere in
cmforodty with the Urban Renewal Plan and the Agreement, within the tim
specified therefor in Paragraph (b), Section 5 a Part I hereof, after
written notification to the Redeveloper of the rejection. The provisions of
this Sectim relating to approval, rejection, loud resubmdesim a corrected
Construction Plana herelmbove provided with respect is the Original
Construction Pima shell continue to apply until the Constructim Plans have
been approved by the Agency: Provided, That in my event the Redeveloper
shall submit Construction Plana which are in conformity with the requirements
of the Urban Renewal Alm sod the Agreement, as determined by the Agency, no
later than the time specified therefor to Paragraph (c), Section 5 of Part I
RUO -62098 - 4 -
hereof. All work with respect to the isprovements to be constructed or
provided by the Redeveloper on the Property shell be in conformity with the
Construction plass as approved by the Agency. The term 'Improvements", a
used in this Agreement, shell be deemed m have reference to the Improvements
as provided and specified to the Construction plans as e0 approved.
M. 302. Cheoges iv Cmetmetion Plass. If the Redeveloper denims to
make any counts Iv tsetse Cmeter their approval by the Agency,
the Redeveloper shall submit the proposed change to the Agency for its
approval. If the Construction Pierre, as modified by the proposed change,
conform to the requlmments of Seetlm 301 heme with respect to such
previously approved Construction Plane, the Agency shall approve the proposed
change and notify the Redeveloper In writing of its approval. Such change in
the Construction Plans sbsll, in say event, be deemed approved by the Agency
unless rejection theme, in whole or in pert, by written notice thereof by
the Agency t0 the Radeveloper, setting forth In detail the reasons therefor,
stall be ®de within the period specified therefor in Paragraph (d), Section
5 of Part I hereof.
SM. 303. Eliaence of Eouity Cwltal end Mortgage Financing. N
promptly an possible after approval Dy .heagency of the Construction
Plane, and, in say event, no later than the time specified therefor in
Paragraph (e), Section 5 Of Pert I hereof, the Redeveloper 811011 submit
to the Agency evidence satisfactory to the Agency that the Redeveloper
has the equity capital and co®itments for mortgage financing necessary
for the construction of the Improvements.
SW. 304. Amrovale of CovstmeLI= Plana eau Evidence a Financing
As Conditions Precedent to Cmveyemce. The sutimlesion Of Construction
Plane and their approval by the Agency as provided In Section 301 hereof,
and the submieeion of evidence a equity capital and c®ttaemts for
mortgage financing as provided In Sectim 303 hereof, are conditions
precedent to the Obligation of the Agency to covey the Property t0 the
Redeveloper.
SEC. 305. ComencemevL and Cmoletim Of Construction of
Improvements. The Redeveloper egress for itself, its s same and
aselQos, end every success= in interest on the property` Or any part
thereof, and the needeshell sweaty covenants on the part of the
Redeveloper for itself sued such successors add assigns, that the
Redeveloper, awl Such sue m$ and assigns, shall promptly begin and
diligently prosecute to completion the redevelopment of therty
through the construction Of the Improvements therein, and beat such
onstm aim shall in my event be began within the period specified In
Section 4 o1 Pert I berve and be empleted vlthln the period specified
In such Sectlm 4. It Is intended and agreed, and the Reed shall so
expressly provide, east su8h agreemnts and covenants shall be covenants
rumivg With the land and that they shall, in any event, end without
regard to technical classification or designation, legal or othervise,
MUNI except only m Othemise specifically provided In the Agreemnt
Itself, he, to the fallout extent permitted by lav and equity, binding for
the benefit of the comity and the Agency and enforceable by the Agency
against the Redeveloper and its successors and assigns to or of the
property or any part thereof or any, interest them".
- 5 - ESO-62o9R
SSC. 306. Pro arts. Subsequent to conveyance of the Property,
or any, part thereof, to the Sedeveloper, and until construction of the
improvements hes been completed, the Redeveloper shall mate reports, in
such detail and at such times as may, reasonably be requested by the Agency,
as to the actual progress of the Redeveloper An respect to such
construction.
SEC. 307. Certificate of Completion.
(a) Promptly after completion of the improvements in accordance with
those provisions of the Agreement relating solely to the obligations of the
Releand coompletieloper ton thereof) the AAggeencyeAll famishthe the
P dawiope:ovitthh�an
appropriate dnstriwent so certifying. Such certification by the Agency
shall be (and It shall be so provided in the Deed and in the certification
itself) aconclusive determination of satisfaction and termlmatim of the
agreements and covenants In the Agreement and in the Deed vlth respect to
the obligations of the Redeveloper, and its successors and assigns, to
construct the Improvements and the dates for the beginning and completion
thereof: Provided, That if them is upon the Property a mortgage Insured,
or held Or owned, by the Federal Housing Administration and the Federal
Housing Administration Shall have determined that all buildings constituting
a part of the Improvements Som covered by such mortgage are, in fact,
substantially completed in accordance with the Construction Plane and are
ready foe occupancy, then, In such event, the Agency and the Weveloper
Shall accept the determination of the Federal Housing Administration an
to such completion of the construction of the improvements In accordance
with the Construction Plana, and, If the other agreements and covenevts in
the Agreement obligating the Redeveloper in respect of the construction and
completion of the Improvements have been fully satisfied, the Agency shall
forthwith issue Its certification provided for In this Section. Such
certification and such determination shall not constitute evidence of
complimce with or satisfaction of my obligation of the Redeveloper to any
holder a a mortgage, or May insurer Of a mortgage, securing money loaned
to finance the Improvements, or any part thereof.
(b) With respect to such individual parts or parcels of the Property
which, if so provided In Part I hereof, the Redeveloper my convoy or lease
as the Improvements to be constructed themm art completed, the Agency
All also, upon proper completion of the Improvements relating to any Such
pmt or parcel, certify to the Redeveloper that such Improvements Dave been
ease In accordance with the preAsione of the Agreement. Such certification
82011 mem and provide, and the Deed Shall a0 state, (1) that any party
purchasing or leasing such Individual part or parcel pursuant to the
authorization herein contained shall not (because of such purchase or lease)
incur any, obligation with respect to the construction of the Improvements
relating to Such part or parcel or to any, other part = parcel of the
Property; end (2) that neither the Agency nor any, other party shall
thereafter base or be entitled to exercise with respect to any such
individual part or parcel so Sold (or, in the case of lease, with respect to
the lessebold Internet) May rights or remedies or controls that It nay
HDD-62o3H - 6 -
otheralse have or be entitled to exercise with respect to the Property As
result of a default In or breach of any pr0vislom of the Agreement or
the Deed by the Redeveloper or my successor in Interest or assign, unless
(1) such default or breach be by the purchaser or lessee, or eny, successor
in interest to or assign of such Individual part or parcel with respect to
the covenants contained and referred to In Section 401 hereof, and (11)
the right, remedy, or control relates to such default or breach.
(c) Each certification provided for fa this Section 307 awl be In
such form m will enable it to be recorded in the proper office for the
recordation a deeds and other instruments pertaining to the Property,
including the deed. If the Agency. Wall refuse or fail to provide any
certification in accordance with the provisions of this Section, the
Agency shall, within thirty (30) days after written request by the
Redeveloper, provide the Redeveloper vith a written statement, Indicating
in adequate detail in what respects the Redeveloper has fallen to complete
the Improvements in accordance with the Provisions of the Agreement, W is
othervLe in defmlt, and what measures or acts It will be necessary, in
the opinion of the Agency, for the Redeveloper to take or perform in order
to obtain such certification.
ARTICLE W. RESTRICTIONS UPON USE OR PROPERTY
SEC. 401. Nestrictions on Use. The Redeveloper agrees for itself,
and its successons apd aesigm, sod every successor in interest to the
Property, or and, part thereof, and the Deed shall contain covenants on the
part of the Redeveloper for itself, and such successors m
and slgna, that
the Redeveloper, and such successors and "signs, awl:
(a) Devote the Property to, and only to and In accordance vitt, the
uses specified in the Urban Renewal Plan; and
(b) Not discriminate upon the basis of face, color, creed, or
national origin in the sale, lease, or rental or In the u
or occupancy of the Property or any, improveacnts exected or
to be erected thereon, or my part thereof.
SDC. 402. Coverts; Binding Upon Successors in Interests Period of
Duration. It Sa Intended and agreed, and the Deed ehgo ssly
provide, that the agreements and covenants provided So Section 401 hereof
shall be coverts running alto the land and that they shell, in my event,
and without regard to technical classification or designation, legal. or
otbexvise, and except only m otherwise specifically provided in the
Agreement, be binding, to the fullest extent peratitted by lav and equity,
for the benefit and in favor af, and enforceable by, the Agency, Its
successors and assigns, the City and any successor in Internet to the
Property, or any part thereof, and the ower of any other land (or of my
Interest In such Ism) in the Project Area which is subject to the land
use requirecents and restrictions a the Urban Renewal Plan, and the United
7 -. RUD-62ogB
States (in the case of the covenant provided In subdivision (b) of Sectim
401 hereof), against the Redeveloper, its successors sod assigns sed every
successor In interest to the Property, o my part thereof or my interest
thereisand my party in possession or occupancy of the Property or my
par. thereof. It is further intended and agreed that the agreement and
covenant provided In subdivision (a) a Section 401 hereof shall remain in
effect for the period of time, or until the date, specified or referred to
in Section 6 of Pmt I hereof (at which time such ag[emant and covenant
shall termimte) and that the agreements send covenants provided In
subdivision (b) of Section 401 hereof shall rebaiv in effect without
limttatlon as to tire: Provided, That such agreements and covenants shall
be binding en the Redeveloper itself, each successor In interest to the
Property, sod every part thereof, and each party in possemim or
occupancy, respectively, only for Such period as such successor
or party
shall have title to, o r
m interest in, or possession ooccupancy of, the
Property or part thereof. The term "uses specified in the Urban Nsneval
Plan" and "land use" referring to provisions of the Urbm Samuel Plan, Or
sinilar language, In the AsmamIt shin Include the land and all building,
housing, and other requirements or restrictions of the Urban Renewal Plan
pertaining to such land.
SBC. 403. Agency and United States Rights To EnPo[ce. In
ampllficatiov, and not iv restriction of, the provSsiove of the preceding
Section, It is Intended and agreed that the Agency and its ea and
assigns aball be deemed beneficiaries of the agreements and covenants
Provided ID Section 401 hereof, and the United States shall be deemed a
beneficiary of the cove ant provided in subdivision (b) of Section 401
hereof, both for and In their or its ow right and also for the purposes
of protecting the Interests of the coamenity and other parties, public o
private, in whose favor or for whose benefit such agreemnts and covenants
have been provided. Such agreerents and covenants shall (and the Deed
shall so state) run in Pavan Of the Agency and the United States, for
the entire period during which such sgreements and covenants shall be in
force and effect, without regard to whether the Agency or the United States
has at my time been, re ssim, or is m Owner Of my land or interest
therein to or In favor of which such agreements and covenants relate. The
Agency shall have the right, in the event of any breach of my such agreement
or cant, sod the United States shall have the right In the event of my
breach of the covenant provided in subdivision (b) of Section 401 hereof, to
atrcise all the rnights and redies, and to maintain any actions or suits
anlav or in equity or other proper proceedings to enforce the curing of such
breach Of anrement o covenant, to which it or my other beneficiaries of
such agreesent or covenmay be entitled.
ARTIC48 V. PRO®PIIONS AGAIAST ASSIONNeNT AND TRANSFER
SM. 501. Repres tet3one As to [ledeveloprent. The Redeveloper
represents ma agrees that Ste pu party, and Its other
Undertakings pursuant to the Agreement, are, sed will be used, for the
gun-62ope - 8 -
purpose of redevelopment of the Property and not for speculation in land
holding. The Redeveloper further recognizes that, in view of
(a) the importance of the redevelopment of the Property to the
general welfare of the community;
(b) the substantial financing and other public aide that have been
made available by lav aM by the Federal and local Governments
for the purpose of making such redevelopment possible; and
(c) the fact that a transfer of the stock 1n the Redeveloper or of
substantial part thereof, or any other act or transaction
Involving or resulting in a significant change in the Ownership
or distribution of such stock or with respect to the identity
of the parties in control of the Redeveloper or the degree
thereof, is for practical purposes a transfer or disposition of
the Property then owned by the Redeveloper,
the qualifications anal identity of the Redeveloper, and its stockholders,
are of particular concern to the community and the Agency. The Redeveloper
further recognizes that It 1s because of such qualifications and identity
that. the Agency Is entering into the Agreement with the Redeveloper, and,
in so doing, Is further willing to accept and rely on the obligations of
the Redeveloper for the faithful performance of all undertakings and
covenants hereby by it to be performed without requiring in addition a
surety bond or similar undertaking for such performance of all undertakings
had covenants in the Agreement.
SEC. 502. Prohibition Against Transfer of Shares of Stock: Binding
Upon Stockholders individually. For the foregoing reasons, the Redeveloper
represents and agrees for itself, its stockholders, and any successor in
interest of itself em its stockholders, respectively, that: Prior to
completion of the Improvements as certified by the Agency, and without the
prior written approval of the Agency, (a) there shell be no transfer by any
party owning 10 percent or core of the stock in the Redeveloper (which term
shall be deemed for the purposes of this and related provisions to include
successors in interest of such stock or any pert thereof or Internet
therein), (b) nor mall any such owner suffer my such transfer to be made,
(c) nor shall there be or be suffered to be by the Redeveloper, or by any
owner of 10 percent or more of the stock therein, any other similarly
significant change in the ownership of such stock or in the relative
distribution thereof, or with respect to the identity of the parties in
control of the Redeveloper or the degree thereof, by any other method o
whether by increased capitalization, merger with another corporation,
corporate or other amomm nts, issuance of additional orw stock or
classification of stock, o otherwise. With respect to this provision, the
Redeveloper and the parties signing the Agreement on behalf of the
Redeveloper represent that they have the authority of all of its existing
stockholders to agree to this provision on their behalf and to bind them
with respect thereto.
9 - sun -62098
SBC. 503. Prphlbition Ageinat Transfer of Property and Aesignmevt of
AgrceNPnt. N60, fw t e POregOing Tea6Ws the Bedeve open represehis
eM
agrees for itself, and 116 successors end ensigns, that:
(a) Except Only
(1) by way of security for, and only for, (1) the purpose of
Obtaining financing necessary to enable the Redeveloper or
any successor
ssor in interest to the Property, o my part
thereof, to perYOrm Its obligations with respect to making
the Improvements under the Agreement, and (ii) my other
purpose authorized by the Agreement, and
(2) as to my individual parts Or parcels of the Property on
which the Mapromaents to be constructed thereon have been
completed, and vhicb, by the terms of the Agreement, the
Redeveloper is autborized to convey or lease as such
Improvemeats are completed,
the Pedeveloper (except as so authorized) ban ant made or created, and that
it will net, prior to the proper completion of the laprovements as
certified by the Agency, make on create, or suffer to be made or created,
my total or partial sale, assignment conveyance, or lease, or any trust
Or power, or transfer in my other mode or form of or with respect t0 the
Agreement or the property, onany part thereof or any interest therein, or
my contract or agreement to do any of the sane, without the prior written
approval of the Agency: provided, That, prior to the issuance by the
Agency of the certificatepravriTed for in Section 307 hereof as to
completion of construction of the Improvements, the Redeveloper may enter
Into any agreement to sell, lease, Or Otherwise transfer, after the
issuance of such certificate, the Property or any part thereof or interest
therein, which agreement shall not provide for paynent of or on account of
the purchase price or rent for the Property, or the part thereof or the
interest therein t0 be m transferred, prior to the issuance of such
certificate.
(b) The Agency shall be entitled to require, except as otherwise
provided in the Agreement, as conditions t0 any such approval that:
(1) Any proposed transferee shall have the qualifications and
financial responsibility, as determined by the Agency,
eweary, and adequate to fulfill the obligations undertaken
in the Agreement by Use Pedeveloper (or, in the event the
transfer is a or relates to part of the Property, such
obligations t0 the extent that they relate to such part).
(2) Any proposed transferee, by ivstnwent In writing
satisfactory to the Agency and in form recordable among
the lend records, shall, for itself and its successors
and
ansigns, and expressly for the benefit of the Agency, have
expressly assumed all of the obligations of tM Redeveloper
MD -6209R - 10 -
under the Agreemat mN agreed to be subject to all the
conditions and restrictions to which the Redeveloper is
subject (or, in the event the transfer is of or relates to
part of the Property, such obligations, conditions, and
restrictions to the extent that they relate to such part):
Provided, That the fact that my transferee of, or my,
other successor in interest whatsoever to, the Property,
or any pert thereof, shell, whatever the reasm, not have
mstoed such obligations or so agreed, shall not (unless
and only to the extent otherwise specifically provided In
the ,lgrement or spread to in writing by the Agency)
relieve or except such transferee orof or from
h
sucobligations, conditions, or restrictions, or deprive
r Batt the Agency of or with respect to any rights o
medies or controls with respect to the Property or the
construction of the lnprovenents; it Ming the Intent of
this, together with other provisions a the Agreement,
that (to the fullest extent permitted by lav and equity
sod excepting only in the meaner and to the extent
specifically provided otherwise in the Agre melt) n
transfer a, or change with respect to, ownership In the
Property or my part thereof, or any interest therein,
however consumated or occurring, and whether voluntary, or
Involuntary, shall operate, legally or practically, to
deprive or limit the Agency of or with respect to any
rights or remedies or controls provided in or resulting
from the Agreemat with respect to the property and the
construction of the pnprovesents that the Agency would have
had, had there Men no such transfer or change.
(3) Tare shell be submitted to the Agency for review ell
imtrunmts end other legal doctorate involved in effecting
transfer; mI If approved by the Agency, Its approval mall
be indicated to the Redeveloper in writing.
(4) The comlderation payable for the transfer by the transferee
or m its Mbalf shell not exceed an wourt representing the
actual wet (including carrying chargee) to the Redeveloper
of the Property (or allocable to the part thereof or interest
therein transferred) and the Improvements, if soy,
theretofore meds thereon by it; it being the intent of this
provision to preclude ansignaent of the Agreement or transfer
of the Property (or any parts thereof other then these
referred to In subdivision (2), Paragraph (a) of this Section
503) for profit prior to the completion of the Improvements
and to provide that in the event any such assignment or
transfer is meds (end is not canceled), the Agency shell be
entitled to Increase the Purchase price to the Redeveloper by
the amount that the consideration payable for the assigamnt
or transfer in In excess of the amount tat may be authorlmd
pursuant to this subdivision (4), and such conslderetion
shall., to the extent it is in excess of the amount so
eutarized, belong to and forthwith be paid to the Agency.
- 11 - M-62096
(5) The Redeveloper and Its transferee shall comply with such
other conditions as the Agency may find desirable in order
to achieve and safeguerd the purposes of the Urban Renewal
Act and the Urban Renewal Plan.
provided, Mast in the absence of specific written agreement by the Agency
to the contrary, o such transfer or approval by the agency thereof shall
be deemed to relieve the Redeveloper, or any other party bound in any way
by the Agreement or othenwlne with respect to the construction of the
Improvements, from any of its obligations with respect thereto.
SEC. 500. Information As to Stockholders. In order to waist in the
effectuation of the porposea of thle'Artic e V and the statutory objectives
generally, the Redeveloper agrees that during the period between execution
of the Agreement nod completion of the Improvements an certified by the
Agency, (a) the Redeveloper will promptly notify the Agency of any and all
changes whatsoever in the ownership of stock, legal or beneficial, orof
any other act or transaction involving or resulting In aqv change in the
ownership of such stock or in the relative distribution thereof, or with
respect to the identity a the parties In control of the Redeveloper or.
the degree thereof, of which It or why of Its officers have been notified
or otherwise have knowledge or inmwmatlm{ and (b) the Redeveloper shall,
at such time or times an the Agency may, request, furnish the Agency with a
complete statement, subscribed and sworn to by the president or other
executive officer of the Redeveloper, setting forth all of the stockholders
a the Redeveloper and the extent of their respective holdings, and in the
vent any other parties have a beneficial Interest in such stock their
names and the extent a such interest, all as determined Or indicated by
the records of the Redeveloper, by specific inquiry made by any such
officer, of all parties wits an the main a such reeoLda am 10 percent or
re of the stock in the Redeveloper, and by such other knowledge or
Infatuation an such officer shall have. Such lists, data, and information
shall in any event be furnished the Agency Immediately prior to the
delivery a the Deed to the Redeveloper and as a condition precedent thereto,
and annually thereafter on the anniversary of the date of the Deed until the
Issuance a a certificate of completion for all the Property.
ARTICLE VI. MORTGAGE FLVARCIMo; MRS OF M MAOEgs
SEC. 601. Limitation Upon EumaIn oce of property. Prior to the
completion of the Improvements, as certified by the Agency, neither the
Redeveloper nor any successor in Internet to the Property or any part thereof
ahall engage in any financing or any other transaction creating my mortgage
r other encumbrance or lien upon the Property, whether by express agreement
r operation of tae, o suffer encumbrance or lien to be made m or
attach to the Property, my, except for the purposes a obtaining (a) funds Only
is the extent necessary for making the Improvements and (b) such additiomal
funds, If any, in m amount rot to exceed the Furebaee Price paid by the
Redeveloper to the Agency. The Radeveloper (oraor in interest) shall
notify the Agency In advance of my financing, secured by mortgage or other
RUD-62o9B - 12 -
similar lien instrument, it proposes to enter into with respect to the
Property, or any part thereof, and N my event It shall promptly notify
the Agency of my encumbrance or lien that has been created an or attached
to the Property, whether by voluntary act or the Redeveloper or otherwise.
For the purposes of such aortgage financing as may be made pursuant to the
Agreement, the property may, at the option of the Redeveloper (or successor
In interest), be divided into several parte or parcels, provided that such
subdivision, in the opinion of the Agency, is Out inconsistent with the
purposes of the Urban Renewal Plus and the Agreement and is approved Is
writing by the Agency.
SRC. 602. Mortgagee Not Obligated To Construct. Notwithstanding my
of the provisions of the Agreement, including but not limited to those
Mich are or are Intended to be covenantsmessing; with the land, the holder
of any mortgage authorized by the Agreement (including my such holder who
obtaina title to the Property or my pant tbereof m a result of
foreclosure proceedings, or action In lieu thereof, but not including (a)
say, other party who thereafter obtains title to the Property or such part
from or through such holder or (b) my other purchaser at foreclosure sale
other than the holder of the mortgage Itself) Mall in no sloe be obligated
by the provisions of the Agreement to construct or complete the laprovemen's
or to guarantee such construction or Cmpletionj nor mall my covernat or
my other provision in the peed be construed to mo obligate such holder:
Provided, That nothing in this Section or soy other Section or provision of
the Agreement mall be deemed or construed to permit or authorize my such
holder to devote the Property or and, part thereof to my uses, or to
construct my Sngerovenents s
thereon, other thm those a oren
lmprovemte
provided or permitted in the Urban Renewal Plan and in the Agreement.
BBC. 603. Copy of Motice of Default to Mortgagee, whenever the Agency
shall deliver my antic, of demand to the Redeveloper with respect to my
breach or default by the Redeveloper in its obligations or covenants under
the Agreement, the Agency shall at the same time forward a copy of such
notice or demand to each holder of my, mortgage authorized by the Agreement
at the Sant address of such holder show In the records of the Agency.
an. 6ca. Mort6a sere Option To Cure Defaults. After my breach or
aelmut referred to gectian o3 hereof, ea rv. holder shall (insofar
as the rights of the Agency are concerned) have the right, at Its option,
to curt Or remedy such breach or default (or such breach or default to the
extent that it relates to the part of the Property covered by its mortgage)
nand to add the cost thereof to the mortgage debt and the lien of it3
mortgage; Provided, That if the breach or default is with zmpeot to
structin of the Improvements,r
nothing contained in this Section any
omther Section of the Agreeem
ment shall he deed to permit or authorize such
holder, either Were or after foreclosure or action in lieu thereof, to
undertshe or cautious the construction m conpletion of the Improvenente
(beyond the extent mcessary to conserve or protect Improvements or
construction already made) without first having expressly assumed the
obligation to the Agency, by written agreement satisfactory to the Agency,
to complete, in the manner provided M the Agreement, the Improvements an
13 - 1 -6209B
the Property or the part thereof to which the lien or title of such holder
relates. Any such holder who shall properly complete the Improvements
relating to the Property or applicable part thereof shell be entitled, upon
written request vide to the Agency, to a certification or certifications by
the Agency to such effect in the meaner provided in Section 307 of the
Agredamt, and any such certification shell, if so requested by such holder,
an and provide that any, remedles or rights with respect to recapture of or
version or revesting of title to the Property that the Agency shell have
or be entitled to because of failure of the Redeveloper or any successor in
interest to the property, or soy, part thereof, to cure or remedy any default
with respect to the construction of the Improvements on other parts or
payrcels of the Property, or because of another default in or breach of the
Agreement by the Redeveloper or such successor,
shall not apply to the part
or parcel of the Property to vhich such certification relates.
SEC. 605. Agency• Option db Pay Nortgage Debt or Purchase Property.
Iv any cage, wbem, subsequent to default or breech by the Redeveloper or
successor In Interest) under the Agreement, the holder of any mortgage on
the Property or part thereof
(a) has, but aces not exercise, the option to construct or complete
the Improvements relating to the Property or pert thereof covered
by Its mortgage or to which It hoe obtained tltle, and such
failure continues for a period a sixty (CO) days after the
holder has base notified or informed of the default or breach] or
(b) undertakes construction or completion of the Isprovemants but
does not complete such construction within the period as agreed
upon by the Agency and such holder (vhlch period shall in any
event be at least as long as the period prescribed for such
construction or completion In the Agreement), and such default
shall not have been cured within sixty (60) Gaye after vritten
demaed by the Agency so to do,
the Agency shall (end every mortgage instrument made prior to conpletlon of
the Isprovementa vlth respect to the Property by the Redeveloper or
successor In interest shall so provide) have the option of paying to the
holder the ®Duet of the mortgage debt and securing an assignment a the
mortgage end the debt secured thereby, or, in the event assembly a the
Property (or pact thereof) hoe vested to such holder by way, of foreclosure
or action in lieu thereof, the Agency shall be entitled, at Its option, to
conveyance to it of the Property or part thereof (as the c may be)
upon payment to such holder of an grant; equal am the aof; (I) the
mortgage debt at the time of foreclosure or action in lieu thereof (lees
all appropriate credits, Including those resulting it= collection and
application of rentals and other Income received during foreclosure
proceedings); (IS) all expenses with respect to the foreclosure; (113) the
net expense, if any, (exclusive of general overhand), incurred by such
holder in and an e direct result of the subsequent management of the
Property; (iv) the costa of any I"maeneats made by such holder; and
(v) an amount equivalent to the Interest that vould have accrued on the
RUM -62M - 14 -
Aggregate a such anoants hadallsock amounts becoce part of the mortgage
debt and such deet had continued In existence.
SEC. 606. Agency Is Option To Cvre Mortgage Default. Iv the event of e
default or breach prior to the completion oe the Improvements by the
Redeveloper, or my successor
m
nor in Interest, in or of y of its obligations
under, and to the holder
of, any mortgage or other Instrument creating an
cumbrance or lien upon the Property or part thereof, the Agency may at
Its option cum such default or breach, In which case the Agency shell be
entitled, in addition to and without limitation upon any other rights or
remedies to which it shell be entitled by the Agreement, operation of lav,
or othemise, to reineurseaent fron the Redeveloper or successor in interest
of all costa and expenses Incurred by the Agency in curing such default or
breach and to a lieu upon the Property (or the part thereof to which the
mortgage, encumbrance, or lien relates) for such reimbursement: Frovided,
That my such lien shell be subject always to the lien of (Includinge
lien contemplated, because of advances yet to be made, by) soy than existing
mortgages on the property authorized by the Agreement.
SEC. W. Mortgage and Holder. For the purposm of the Agreement;
The tens "amugage mall include a deed of trust or other instrument
creating an meumbrance or lien upon the Property, or any part thereof, as
security for a loan. The term "holder" In reference to a mortgage shall
Include ary, insurer or guarantor of my obligation or condition secured by
such mortgage or deed of trust, Including, but not limited to, the Federal
Housing Comissioner, the Administrator of Veterans Affairs, and any
successor in Office of either ouch official.
ARTIME M. REMEDIEs
SEC. 701. TO General. Except as otberrise provlped in the Agreement,
in the event of any eft In or breach of the Agreement, or my of Its
terms or maLltions, by either party hereto, or any successor to such party,
successor) party (or ecessor) shall, upon written notice front other,
proceed ianediately to cu many each def suit or breach, end, in Any
awent, within dirty (60) days after receipt of such notice. Inc such
ction is not taken or not diligently pursued, or the default or breach
shall not be cored or remedied within a reasonable time, the aggrieved party
may institute anon proceedings as may be necessary or desirable in Its
opinion to cure and remedy, such default or breach, including, but not
United to, proceedings to compel specific performance by the party in
default of branch of its obligations.
M. 7G¢. Terminmtlon by Redeveloper Prior to Conveymce. In the
event tat
(a) the Agency does not tender coaveyance of the Property, o
possession thereof, in the maser and condition, and by the
date, provided in the Agreemt, and any such failure shall hot
15 - gtg-6 09R
be cured within thirty (30) days atter the date of written
demand by the Redeveloper; or
(b) the Redeveloper .bail, after preparation of Construction Plane
satisfactory to the Agency, furnish evidence satisfactory, to
the Agency that it hes been unable, after and despite diligent
effort for a period of sixty (60) days after approval by the.
Agency of the Construction Plans, to obtain mortgage finaecing
for the construction of the Improvemente ou a basls and on
terms that would generally be considered satisfactory by
builders or contractors for leprovements of the nature and type
provided in such Construction Plans, and the Redeveloper shall
.after having submitted such evidence and SP so requested by the
Agency, continue to make diligent efforts to obtain such
financing for a period of sixty (60)days after such request,(.
but vithwt success,
then the Agreement shall, at the option of the Redeveloper, be terminated
by writtem notice thereof. to the Agency, and, except With respect to the
return of the Deposit as provided in Paragraph (e), Section 3 of Pant I
hereof, neither the Agency nor the Redeveloper shall here guy, further
rights against or liability to Ube other under the Agreement.
M. 703. Tcrmlmatioe by Agency Prior to Conveyance. Im tbe event
that (a
(a) prior to coawyance of the Property t0 the Redeveloper and in
violation of the Agreement
(1) the. Redeveloper (or any successor in interest) assigns Or
atteapts to ensign the Agreement or any rights therein,
or in the Property, or
'(Si) there is any cheane In the Ownership or distribution of
the stock Of the Redeveloper Or with respect to the identity
of the parties is control of the Redeveloperor the degree
thereof; nr
(b) the Redeveloper does not submit Construction. Plane, as required
by the Agreement, Or (except As excused under subdivision (b) of
Section Ice hereof) evidence that it her the neceassry equity
capital and mortgage financing, in satisfactory form and In the
memosr end by the dates respectively provided in the Agreement
therefor; or
(c) the Redeveloper does not pay the Purchase Price andtake title to
the Property upon tender of conveyance by the Agency pursuant to
the Agreement, and if any default or failure referred to in
subdivision. (b) and (c) of this Section 703 shall mot be cured
Within thirty (30) days after the data of written desand by the
Agency,
m-62098 - 16 -
then the Agreement, and any rights of the Redeveloper, or any assignee or
transferee, in the Agreement, or arising therefrom with respect to the
Agency or the Property, shall, at the option of the Agency, be terainated
by the Agency, In Mich event, as provided In Paragraph (d), Section 3 of
Part I hereof, the Deposit shall be retained by the Agency as liquidated
Assuages and as Its property without any deduction, offset, or recoupaunt
whatsoever, and neither the Redeveloper (or assignee or transferee) nor the
Agency shell have any further rights against or liability to the Other
under the Agreement.
BRC. 7W. Revesting Title in Agency Upon ft p wing a Event Subsequent
to Conveyance to evelopex.n the event teat subsequent me conveyance
e Piope�tDemen to the Redeveloper and prior to
completion of the Improveaeats as certified by the Agency
(a) the Redeveloper (or successor in Interest) shell default in or
violate its obligations with respect to the construction of the
Improvements (Including the nature and the dates for the beginning
body conpletlon thereof), or shell abandon or substantially suspend
construction seek, and any, such default, violation, abandonment,
or suspension shall not be cured, ended, or remedied within "me
(3) months fair (6) months, if the default is with respect to the
date for completion of the Improvements) after written demand by
the Agency so to do: or
(b) the Redeveloper (ox successor in Interest) shall fail to pay real
estate tares o events w the Property or any part thereof
when due, or ahbllspace thereon any es nmbamce or lien
ureuthorired by the Agreement, or shall suffer any ley or
attachment t0 be mode, or any materlalnen'a or mecban3ce' lien,
or any other unauthorized encusbrauce or lien to attach, and such
taus or assessucarts shall not have been paid, or the encanbrance
or lien removed or discharged or provision satisfactory to the
Agency mete for such payment, removal, or tisebarge, within
ninety (90) Asys after written assured by the Agency so to do; or
(c) there 3s, in violation of the Agreement, any transfer a the
Property or any Part thereof, or any change in the ownership or
distribution of the stock of the Redeveloper, or with respect to
the identity a the parties in control a the Rndeveloper or the
degree thereof, and such violation shall not be curd within
sixty (60) days after written demmd by the Agency to the
Redeveloper,
than the Agency shall have the right to re-enter and take possession a the
property ana to terddeste (dud sevest in the Agency) the estate conveyed by
the Deed to the Redeveloper, It Ming the intent of this provision, together
with other provielons of the Agreezent, that the conveyance of the Property
to the Redeveloper shall be ends upon, sad that the Deed shall contain, a
condition subsequent to the effect that in the event a any default, failure,
violation, or other action or Inaction by the Redeveloper specified in
subdivisions (e), (b), and (C) of this Rection T04, failure on the Part of
- 17 - Ron -6209R
the Redeveloper to needy, sued, or abrogate such default, failure, violation,
or Other action or inaction, vlthin the period and in the masher stated in
such medlvtsions, the Agency at Its option may declare a termination in
favor of the Agency of the title, And of all the rights and interests in and
to the Property conveyed by the Red to the Redeveloper, and that such title
and all rights and interests Of the Redeveloper, and my assigns or
ucceeaors in interest t0 sued In the Property, shall revert to the Agency:
Provided, That such condition subsequent and aav reveeting of title as a
result thereof in the Agency
(1) shall always he subject to and united by, and shell not defeat,
reader invalid, Or limit In any ny, (1) the lien of Any mortgage
authorized by the Agreement, end (ii) my rights or interests
provided in the Agreement for the protection of the holden of
such mortgages; and
(2) sha11 not apply to individual parte or parcels of the Property
(or, .in the case Of parte Or parcels leased, the leasehold
Interest) an which the Improvements to be constructed thereon
have here completed in accordance with the Agreement and for
which a certificate of conpletion is issued therefor as provided
In Section 307 hereof.
SBC. 705. Resale of Reac ulred Property; Disposition a Proceeds.
Upon the nvesti� M y bf titleto the Property or any part thereof
as provided Io Section 704, the Agency shall, purment t0 Its responsibilities
under State lav, use its beet efforts to resell the Property or part thereof
(subject to such mortgage liars and lemmoold interests an in Section 706 net
forth and provided) ma sash and in such manner ss the Agency shall find
feasible and consistent vlth the objectives a such Saw and a the Urban
Renewal Plan to a qualified and responsible party or parties (as determined
by the Agency) who will assume the obligation of ending Or cmpleting the
laprovewente or uncle other improvements is their stead as shall be
satiefantoty, to the Agency sued In accordance with the uses specified for
such Property or part thereof in the Urban Renewal Plan. Upon such renals
a the Property, the proceeds thereof shall be applied:
(9) Pint, to reimburse the Agency, on its ow behalf m an behalf
of the City, for all costs and expenses Incurred by the Agency,
Including but not limited to salaries a personnel, In connection
with the menturep management, and resale of the Property or
part thereof (but lees any income derived by the Agency from the
Property or pert thereof in Connection with such management); all
taxes, amemsents, and enter end serer chargee with respect to
the Property or part tlsereof (or, in the event the Property is
exempt from taxetioe or amemment or such charges during the
period of ownership thereof by the Agency, an amount, if paid,
equal to such Sexes, asseesmanta, or charges (an detaimimd by
the City assessing official) an would have been payable if the
Property ware not so exmpt); soy payments made or necesmary to
be made to discharge way mu=brmces or lime existing m the
mm-62o9B - 18 -
Property or part thereof at the tine of revesting of title
thereto in the Agency or to discharge or prevent from attaching
or being made any subsequent encankgrances or liens due to
obllgstlghs, defaults, or acts of the Redeveloper, its
r transferees; any, expenditures gods or obligations
Incusuccessors
Incurred with respect to the making or consolation of the
Improvenents cr any part thereof m the Property or part
thereof; and any Acu en otherwise owing the Agency by the
Redeveloper and its successor or transferee; and
(b) Second, to reimburse the Redeveloper, Its successor or
If transferee, up to the sought equal to (1) them= a the
purchase price paid by it for the Property (or allocable to the
c. pmt thereof) and the cash actually Invested by It in making any
t Of the Improveaents w the property or part thereof, leas
(2) say, gains or Iacoue withdraw or made by It frea the
F Agreement or the Property.
Any balance remaining after such reimbursements shell be retained by the
Agency%s its property.
96C. 706. Other Plgbta and Penediee of Agency No Waiver by MLey.
The Agency shell have the [Sght to Institute such actions Or proceedings as
it any deem desirable for effectuating the purposes of this Article VII,
Including also the right to execute and record or file among the public
land re'ecnds In the office in which the Reed is recorded a written
declaration of the termination a all the right, title, and interest of the
Redeveloper, and (except for such Individual parte or parcels upon which
constructing of that part of the Inprovegonts required to be, constructed
thereon has been completed, In accordance with the Agreement, and for which
certificate of coopletion as provided In Section 307 hereof is to be
delivered, and subject to such mortgage liens wool leasehold interests as
provided in Section 701 he[ea) its successors in interest and assigns, in
the Property, sod the revesting of title thereto in the Agency: Provided,
That any delay by the Agency In Instituting or prosecuting any such Actions
or proceedings or otherwise asserting its rights under this Article VII
shall not operate an a waiver of such rights or to deprive it of or lialt
such rights In any way (it Ming the intent a this provielw that the
Agency should not be constrained (so ae to avoid the risk of being deprived
of or lialted in the exercise of the remedy provided in this Section
because of concepts of waiver, laches, or otherwise) to exercise such
remedy, at a tine when it any still hope otherwise to resolve the problems
created by the default involved);r shell any waiver in fact made by the
Agency with respect t0 soy, specificdefaultby the Redeveloper under this
Section be considered or treated as a waiver of the rights of the Agency
with respect to was other defaults by the Redeveloper under this Section or
with respect to the particular default except to the extent specifically
waived in writing.
SEC. 707, d Ikley 3 Pere ce for Causes Beyond Control of
Party. For the purposes of any oY the ptovleiOns of [M Agreement, neither
the Agency nor the Redeveloper, as the Case may be, nor any successor In
- 19 - Ru0-6209B
Interest, shall be considered In breach Of, or default in, its obligations
with respect to the preparation of the Property for redevelops at, or the
beginning and completion of construction of the Improvements, or progress in
respect thereto, in the event of enforced delay in the performance Of such
obligations due to uvforeumable causes burned its control and without its
fault or negligence, including, but not restricted to, acts of God, acts of
the public enema, vete Of the federal Gover®ent, acts of the other party,
fires, floods, epidemics, quarantine restrictions, strikes, freight,
embargoes, and unusually severe weather or delays of subcontractors due to
such causes; it being the purpose sued intent of this provision that in the
event of the cocurrence of any such enforced delay, the time or time for
performance of the obligations of the Agency with respect to the preparation
of the Property for rredevelopaent or of the Redeveloper with respect to
instruction of the Isprowements, as the came may be, shall be extended for
the period of the enforced delay as determined by the Agency: Provided,
That the party Beaking the bmefft of the provisions of this Sect ell,
within can (10) days after now beginning of my such mforced delay, hive
first notified the other party thereof in writing, end of the cse or
causes thereof, and requested an extension for the period of theenforced
delay.
M. 709. Rights and Remedies Cmulative. The rights and remedies of
the parties tot Agreemev� t, whether provided by lav or by the Agreement,
shall be cumulative, and the exercise by either party of my one or =re of
such remedies mall not preclude the exercise by it, at the seen or
different times, of my other such remedies for the same default or branch
r of Any, oP Its remedies for my other default or branch by the other party.
No walver mde by either such party with respect to the performance, or
sooner or time thereof, or my obligation of the other party or ary
condition t0 its own obligation under the Agreeamt shall be considered a
waiver oP Any rights of the party asking the waiver with respect to the
particular obligation of the other party or condition to its own obligation
beyond thew expressly waived in writing and to the extent thereof, or a
walver In any, respect in regard to my other rights of the party asking the
waiver or say other obligations of the other party.
SRC. 709. Part Sv POBSCim of Snort Mith Re ct to OD11 trona.
The Redeveloper, fm Itself and Its aut«eeore m me gm, and for all
other persona who are or who shall becme, vhsther by express or implied
assumption or otherwise, liable upon or subject t0 my obligation or burden
under the Agreement, hereby vaires, to the fullest extent permitted by lav
and equity, any Audi all claim or defames otherwise available on the ground
of its (Or their) being or having become a person in the position of a
surety, whether real, personal, or otherwise or whether by agreement or
operation of law, including, without ldmdtatlon on the generality of the
foregoing, any and all claims sued defenses eased upon extension of true,
indulgence, or notification of terms of contract.
w-6209[ - 20 -
ARTICLE VIII. NISCELLAREMS
W. 801. Conflict of Interests; Agency Aepreeentatives Not
Ihalvlduelly Liab a No member, official, Or employee of me Agency shall
have coy personal Interest, direct or indirect, in the Agreement, nor shall
any such mmber, official, or employee participate in any decision relating
to the Agreement which effects his personal interests or the interests of
any corporation, partnership, or association in which m is, directly or
indirectly, interested. No amber, official, or employee -of the Agency shall
be personally liable to the Redeveloper, or my auamor In interest, 1n
the event of my default or breach by the Agency or for any amount which may
become due to the Redeveloper or successor or an my obligations under the
terms a the Agreement.
3
M. SM. Equal Emplalaent OpportuN<y. The Redeveloper, for itself
and its sv score and assn agrees that during the crostructim of the
Improvements provided for in the Agreement:
(a) The Redeveloper will not discriminate against any employee o
applicant for employment because of r reed, color, or national origin.
rhe Redeveloper will take affirmativeaaction to ensure that applicants are
employed, and that employme are treated during employment, without regard
to their run creed, color, or national origin. Such action shall include,
Out not be Limited to, the following: employment, upgrading, demotion, or
transfer; recruitment or ry
recicesnt advertising; layoff or termination;
rates of pay or other formaof compensation; and selection for training,
including apprenticeship. The Redeveloper agrees to poet in conspicuous
places, available to employees and applicants for employment, notices to be
provided by the Agency setting forth the provisions a this
nmdiscrimlnation clause.
(b) The Redeveloper will, in all solicitations or advertisements for
employees placed by or on behalf of the Redeveloper, state that all qualified
applicants will receive consideration for employment without regard to race,
creed, color, or national origin.
(c) The Redeveloper will send to each labor union or representative of
workers with which the Redeveloper hon a collective bargaining agreement or
other contract or understanding, a notice, to be provided, advising the
labor union or workers' representativeof the Redeveloper's commitments under
Section 2ce of Executive Order 11246 of Septemer 24, 1965, and shall post
copies of the =tics in conspicuous places available to employees and
applicants for employment.
(d) The Redeveloper will comply with all provisions of Executive Order
11246 of September 24, 1965, and of the rules, regulations, and relevant
orders of the Secretary of Labor.
21 - HM -6209B
(e) The Redeveloper will furnish all information and reports required
by Executive Order 11246 of September 24, 1965, and by the rules,
regulations, and orders of the Secretary of Labor or the Secretary of
Housing and Urban Developecut pursuant thereto, and will permit access to
the Redeveloper's books, records, and accounts by the Agency, the Secretary
of Housing and Urban Development, and the Secretary of Labor for purposes
of Investigation to ascertain compliance with such rules, regulations, and
orders.
(f) In the event of the Redeveloper's noncompliance with the
madiscrimtnatlm clauses of this Section, or with aav of the said rules,
regulations, or orders, the Agreement may be canceled, terminated, or
suapanded in whole or In past and the Redeveloper may he declared ineligible
for further Government contracts or federally assisted construction
contracts in accordance with procedures authorized in Executive Order 11246
of September 24, 1965, and such other sanctions my he imposed mad remedies
invaed as provided In Executive Order 11246 of September 24, 1965, or by
rule, regulation, = order of the Secretary Of Labor, or as otherwise
prmided by law.
(g) The Redeveloper will Include the provisions of Paragraphs
(a) through (g) of this Section in every contract or purchase order, and
will require the Inclusion of these praclsions In every subcontract entered
into by any of its contractors, unless exempted by rules, regulations, or
orders of the Secretary of labor issued pursuant to Section 204 of
Executive Order 11246 of September 24, 1965, so that such provisions will
be binding upon each such contractor, subcontractor, or vendor, as the case
may be. The Redeveloper will take such action with respect to Any
construction contract, subcontract, or purchase order as the Agency or the
Department of Rousing and Urhm Development any direct as a mans of
enforcing such provisions, Including sanctions for noncompliance: Provided,
however, That in the event the Redeveloper becomes involved in, or Ts—
threatened with, litigation with a subcontractor or vendor as a result of
such direction by the Agency or the Department of Hoeing and Urhm
Development, the Redeveloper my request the United States to enter Into
such litigation to protect the interests of the United States. For the
purpose Of Including such provisions In my construction contract,
subcontract, or purchase order, as required hereby, the first three lines
Of this Section shall be changed to reed "During the performance of this
Contract, the Contractor agrees m follows:", and the term "Redeveloper"
shall be changed to "Contractor".
380. NON Provisions Not Merged With Deed. Noce of the provisions of
the Agreement are Intended to or shall be merged by ream= of any deed
transferring title to the Property from the Agency to the Redeveloper or
any, successor in interest, and my such deed stall net be deemed to affect
or impair the provisions and coremmte of the Agreement.
SEC. 804. Titles of Articles axed Sections. Amy titles of the
several parte, Articles, and Sections of the Agreement are inaerted for
convenience a reference holy and shell be disregarded in construing or
interpreting my of its provisions.
HUD -62099 - a