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HomeMy WebLinkAbout1971-11-13 16-Z ORDERStream Urban Renewal Project - Emerson Realty Building, so called, 192 2Co Erchauge Street By the City Coum it of the City of Borger: ORDERED, THAT WtR.RR.AS, the Urban Renaral. Authority of the City of Bangor proposes to enter Into a contract for the sale of parcel numbered Emerson Realty Building W +a�'�ywV�lta� called, 192-2CO IDmhange Street in the Kevduekeag Stream Urban Aenemal Project with Caroled Honest Associates, Inc.; and WHEREAS, the said Carden Homes Associates, Inc. has offered to pay the sum of Pifty-Two Thooeand Dollars ($52,CCD.Uo) for said parcel, said price being the mivimom approved price for said parcel as established by the Urban Renewal Authority And approved by the Departnent of Rousing and Urban Development; And , sadder the provisions cf Chapter 16e of the Private and ' Special Sawa of Halla, 1957, as 16-2 City Council approval of all Introduced by Councilor Bigney, Nov. 13, 1971 office of land within the project area is required; and Clerk CITY OF BANGOR �pp (nTLE..) sly/fbrreA=cvixh; Proposed. Contract for. Sala of Less IN the Rovduekeae... Stream Urban Renewal Project - Emerson Realty Building, so called, 192 2Co Erchauge Street By the City Coum it of the City of Borger: ORDERED, THAT WtR.RR.AS, the Urban Renaral. Authority of the City of Bangor proposes to enter Into a contract for the sale of parcel numbered Emerson Realty Building W +a�'�ywV�lta� called, 192-2CO IDmhange Street in the Kevduekeag Stream Urban Aenemal Project with Caroled Honest Associates, Inc.; and WHEREAS, the said Carden Homes Associates, Inc. has offered to pay the sum of Pifty-Two Thooeand Dollars ($52,CCD.Uo) for said parcel, said price being the mivimom approved price for said parcel as established by the Urban Renewal Authority And approved by the Departnent of Rousing and Urban Development; And , sadder the provisions cf Chapter 16e of the Private and ' Special Sawa of Halla, 1957, as amended, City Council approval of all contracts M&WOmmis office of land within the project area is required; and Clerk WfB[UAS, the Urban SeneHal Authority has filed a copy of the # proposed contract with Garden Homes Associates, Inc. in the office of the City Clerk Clerk; and NCW, THSFUW E, BE IT CHDIM)t THAT the preptexI contract on Pile with the City Clerk be and is hereby approved IN CITY COUNCIL Car. 13, 1971 PASSED A TRUE COPY, APPEST: CITY F_CEIVED 1971 ;.40712 M 2:20 CITY CLERK'S OFFICE � r, anrrnR. NO i(F IN CPM COUNCIL Nov. 13, 1971 (Special Meeting) PASS® 60,s -J Obb—s) i Up 16-2 O ROEA Title, Coatxact for Sale of Land in Mem). ......... 4 ............................ Steam A.A.. y[oject.-.. nFson Realty Building, 192-200.Exchange St. Introduced and filed by ... .... .... .. ..... Co ilme U. S. DEPARVIENT OF HOUSING AND URBAN DEVELOPLONT URBAN SENSUAL PROGRAEf PART I OF STANDAND FOR:t OF WNINACT FOR SALE OF LAND FUR PRIVATE REDEVELONENT PANT I OF CONTRACT FOR SALE OF LANA FOR PRIVATE REDEVELOPiTNT BY end Between UREAN RENEWAL AUTHORITY OF THE and GARDEN HOMES ASSOCIATES INC. COWRACT FOR SALE OP LAND FOR PRIVATE REDEVELOP4ENr AGREELENT, consisting of this Part I and Part 11 annexed hereto and made a Part hereof (which Part I and Part II are together hereinafter called "Agreement"), made .n "r as of the lmt day of IIbvYOWi , 19.L4 by and between the Urban Renewal Authority of the City of Bangor, 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 Chapter 168 of its Private and Special Laws of the State of twine, 1957, as amended (here- Inafter called "Urban Renewal Act") and having its office at City Hall in the City of Bangor (hereinafter called "City'^, State of fdai ne, and the Garden Homes AssociatesInc.__, a corporation organized and existing under tt® laws of the State of Maine (hereinafter called "Redeveloper') and having an office for the transaction of business at 18-20 State Streft in the C'ty of Bangor County of Penobscot , and State of Mane , WITNESSETW WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the Agency has undertaken a program for the clearance and reconstruction or ell tatiun of slum and blighted areas in the City, and in this connection is engaged In carrying out an urban renewal project known as the "Kenduskeag Stream Urban Renewal Project" (hereinafter called "Project") in an area (hereinafter called "Pr:)ject Area") located in the City; and AHEREAS, As Of the date Of the Agreement there has been prepared and approved by the Agency an urban renewal plan for the Project, const Sting of the Urban Renewal Plan, dated Ivey 20, 1964, and approved by the City Council of the City ,m June 22, 1964, by Order No. 79-R, as amended by Amendment No. 1 thereof, dated +ay 19, 1966, and Approved by such Council on June 13, 1966, by Order No. Ill and as amended by the Agency by Res, lotion dated August 2. 1964, Resolution No. 139, (which plan, as so amended,and as it may hereafter be 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 'Urban Renewal Plan') and WHEREAS, in lieu of the Urban Renewal Plan, a Declaration of Restrictions has base recorded among the land records for the place in which the Project Area is situate, namely, in the Penobscot County Registry of Deeds, Volume 2WLI Page 167 and amendments thereof; 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 aid and assistance to the Agency through a Contract for Loan and Gaul tal Grant dated December 23, 1964, in the case of the Federal Government and a Cooperation Agreement, dated July 14, 1964, 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 more particularly described in Schedule A annexed hereto and made a part hereof (which property as so described is hereinafter called "Property') and to redevelop the Property for and in accordance with the uses specified in Ne Declaration of Restrictions and in accordance with the Agreement; and WHEREAS, the Agency believes that the redevelopment of the Property pursuant to the Agreement, and the fulfillment generally of the Agreement, are in the vital and beat interests of the City and the health, safety, morals, 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 which the Project has been undertaken and is being assisted, NMI, THIAMFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows, 2- SEC. 1. SALE, PURCRASE PRICE Subject to all the terms, covenants, and conditions of the Agreement, the Agency will sell the Property to the Redeveloper for, and the Redeveloper will Purchase the Property from the Agency a pay therefor, the amount of Fifty-two thousand Dollars ($ 52,000.00 ), 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 Redeveloper. SEC. 2. CONVEYANCE OF PROPERTY (a) Form of Deed. The agency shall convey to the Redeveloper title to the Property by Warranty deed (hereinafter (collectively) called "Deed"). Such conveyance and title shall, In addition to the condition subsequent provided for In Section 704 hereof, and to all other conditions, covenants, add restrictions sat forth or referred to elsewhere in the Agreement, be subject tot See real estate description attached. Deed shall be Prepared forthwith by U. R. A. and be submitted for approval to Redeveloper on or before 11/1/71 . Approval by Redeveloper is a condition precedent to Redeveloper's commitments under this Agreement. (b) Time and Place for Delivery f Deed. The Agency shall deliver the Deed and possession of the Property to the Redeveloper on December 13 , 19_7_4 or as soon thereafter as reasonably possible. Conveyance shall be made at the princa"I office of the Agency and the Redeveloper shall accept such conveyance and pay to the Agency At such time and place the Purchase Price. (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 buildings and other improvements which have been demolished or removed from the Property by the Agency shall be borne by the Agency, and the portlan .f such current taxes allocable to the Land shall be apportiune' between the Agency and the Redeveloper r as of the date of the delivery of the Deed. If the amount of the can ant taxes an the hose rtV knot ascertainable 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 the Property, but suct apportionment shall be subject to final adjustment within thirty (DO) days after the date the actual amount of such current taxes is ascertained. (d) Recordation of Deed. The Redeveloper shall promptly file the Deed for recordation with the Penobscot County Registry of Deeds. The Redeveloper shall pay all costs (including the cost of any state or Federal real estate transfer tax an the Dead, for which stamps in the proper amount shall be affixed to the Deed by the Redeveloper) for so recording the Deed. SEC. D, GOOD FAITH DEPOSIT (a) AAmggiq. The Redeveloper has, prior to or simultaneously with the execution of the Agreement by the Agency, delivered to the Agency a good 81tb. deposit of cash or a certified check satisfactory to the Agency in the amount of Two thousand six hundred Dollars ($ 4,600.00 ), 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 on account of the Purchase Price, as the case may be, in accordance with the Agree- ment. The Deposit shall be deposited in an account of the Agency in a bank or trust company selected by 1t. (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- wise entitled to return of the Deposit pursuant to paragraph (e) of this Section, upon written request of the Fedevel oper the amount of the Deposit if paid in :ash or by certified check shall be applied on account of the Purchase Price at the time payment of the Purchase Price is made. -4- (d) Retention by Agency. Upon termination of the Agreement as provided in Sections 703 and 709 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 such termination, shall be retained by the Agency as provided in Sections 703 am 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 Agency as provided in Section 702 hereof, If the Agreement shall not have been thereto- fore terminated and if no cause for termination then exists, the Agency shall return the Deposit to the Redeveloper upon receipt by the Agency of the following; (I) A copy of the commitment or commitments obtained by the Redeveloper for the mortgage loan or loans 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; (ii) 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 Redeveloper and the general contractor for the construction of the Improvements, certified by the Redeveloper to be a true and correct copy thereof; ane (iv) A copy of the contract bond provided by the General contractor In connection with the aforesaid construction contractuhich bond shall be in a penal sum equal to not less then ten. percent (10%) of the contract price under said construction contract, certified by the Redeveloper to be a true and correct copy thereof. -5- SSC. 4. TLIE MR COPEENCEMW ANO WIIFLETION OF IIMVE(d T$. The cnnstruction of the Improvements referred to in Section 301 hereof shall be commenced to any event within one (1 ) months after transfer of title to the Redeveloper, and, except as otherwise provided in the Agreement, shall be completed within nine ( g) months after such date. SEC. 5, TIME FOR CERTAIN OTHER ACTIONS. (a) Time for Submission of Preliminary Plans and Outline Specifications. The time within which the Redeveloper shall submit Preliminary Plans and Outline Specifications, pursuant to Section 301 hereof, shall be not later than sixty� ( 60 days from the date of the Agreement. (b) Time Submission of Corrected Preliminary Plans and Outline Specifications. In the event of a rejection by the Agency of the Preliminary Plans and Outline Specifications as outlined in Section 301 hereof, the Redeveloper shall, within thirty (30) days after the date the Redeveloper receives the written notice of such rejection resubmit the Preliminary Plane and Outline Specifications altered to meet the grounds of rejection. (c) Maximum Time for Submission of Preliminary Plans and Outline Specifics tions. In any event, the time within which the Redeveloper shall submit Preliminary Plans and Outline Specifications which conform to the requirements of Section 301 hereof and are approved by the Agency shall be not later than One Hundre Wenty (12)3 days after the execution of this Agreement. (d) Time for Agency Action on Preliminary Plans and Outline Spectlic4tions. Pursuant to Section 301 hereof, the Agency shall notify the Redeveloper of Its approval or rejection of the Preliminary Plans and Outline Specifications within thirty (30) days of their submission, or any resubmission thereof as hereinbefore provided. (e) Time o Submission f Final Architectural P a Sogcifitations. The time within which the Redeveloper shall submit Final Architectural Plans and Specifications, pursuant to Section 301 hereof, shall be not later than ninety (90) days after the Preliminary Plans and Outline Specifications are approved, twenty and in any event not later than one hundred/ Q2Q days after the execution of this Aoreement. (f) Time for Submission Corrected Fina Architectural Plans and Specifications. In the event of a rejection by the Agency of the Final Architectural Plans and Specifications, pursuant to Section 301 hereof, the Htleveloper shall within thirty (33) days after the date the Redeveloper receives the written notice of such disapproval, resubmit the Final Architectural Plans and Spec ificatlons altered to meet the grounds of rejection. In any event, the time within which the Redeveloper shall submit Final Architectural Plans and Specifications which conform to the requirements of Section 301 hereof, and are approved by the Agency shall be not later thantwo hundred ten (21))days after the execution of this Agreement. (g) Time for Acency AceAction on Final Architectural Plans add Specifications. Pursuant to Section 301 hereof. the Agency shall notify the Redeveloper of its approval or rejection of the Final Architectural Plans and Specifications within thirty (30) days of their submission, or any resubmission thereof as hereinbefore provided. (h) Time for SVWI$sipn of Evidence of Equity Captial and yorthace Financing The time within which the Redeveloper shall submit to the Agency, in any event, evidence as to equity capital and any commitment necessary for mortgage financing, e es provided 1n Section 303 hereof, shall be not later than one hundred W w LQ days after the date of written notice to the Redeveloper of approval of the Construction Plans by the Agency, or, if the Construction Plans shall be seemed to have been approved as provided 1n Section 301 hereof, after the expiration of thirty (33) days following the date of receipt by the Agency of the Construction Plans so deemed approved. SEC. 6. PERIOD OF DURATION OF COVENANT ON USE. The covenant pertaining to the uses of the Property, set forth in Section -7- 401 hereof, shall remain in effect frim the date of the Deed until June 22, 1984, the period specified or referred to in the Declaration of Restrictions, or until such date thereafter to which it may be extended by proper amendment of the Urban However Plan, on which date, as the case may be, such covenant shell terminate. SEC. 7. N71ICES AND DEMANDS. A notice, demand, or ether communication under the Agreement by either Party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and (1) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 18-20 State Street paeans. Maine , and (if) in the case of the Agency, is addressed to or delivered personally to the Agency at City Rall, Bangor, Maine, or at such other address with respect to either party as that party may, from time to time, designate In writing and forward to the other as provided in this Section. SEC. 8. SPECIAL PROVISIONS 1. Re -use most permit apartment housing on upper two floors. 2. Contract is entered into by Redeveloper on the good faith assertion. of U.R.A. that U.R.A. can give good and marketable title. 3. The Redeveloper agrees to rehabilitate said property in accordance with the Declaration of Restrictions and the requirements of Schedule B attached hereto. 4. As a condition of said conveyance, the Redeveloper hereby agrees Nat the Authority may at any time change the Urban Renewal Plan and the Declaration of Restrictions in any manner so long as said changes do not adversely affect the use and enjoyment of the premises of the Redeveloper. SEC. 9. ADDIFICATIONS OF PART IT. The following amendments and modifications are hereby made in the terms, covenants, and conditions forming Pert lI hereof, -R- SCHEDULE A Description of property All that certain Parcel or parcels of land located in the City of Bangor, County of Penobscot, State of Maine, more Particularly described as folios: Certain lots or parcels of land with the buildings thereon situated In said Bangor on the westerly Side of Exchange Street: bounded and described as follows, northerlyBeginning 4 of the line OfYork extension Of t Bsaid°plan recorded thirty in Penobscot Registry of Deeds, Plan Book 21 Page 461 thence on said lot W4 to Kenduskeag Stream; thence up said stream one hundred and twenty (120) feet to lot W2; thence on tet k to Exchange Street; thence on Exchange Street one hundred and twenty (120) feet to the bounds begun at, being lots A, B, 3 and 4. Being the same real estate described in the deed from Robert Treat to Waldo T. and HaYward Pierce, dated October 8, 1852, and recorded in said Registry, Volume 230, page 26. The southerly line of said ed as weesterly ve ssidetlnelot of;Exchange Streetonehundred nwits netyethreenandtelgatyntwo one thehundredths (193.82) feet Southerly from its intersection with the southerly Side- line of State Street and measured along said westerly line of Exchange Street; thence westerly, at an angle of 890 97' 30" with said Westerly line of Exchange Street and tW.urnedEfrom n north to west, on and by the center line of the party wall between the be In Company buildings, s0 called, and the Brown B White Building, so called, 9 property owned by the Grantor herein and the Bangor Savings Bank, respectively, and by said center line extended, one vhundreedi^eventy-One and three -tenths (171.3) feet, more or less, to a 1 d survey Nenduskeag Stream: thence continuing ralong the s the course on the hank oof tsa Kenduskeag Stream, and the g the owner g course ee thethread id laid out by a survey made byrJamesyW. £Sewall Company tae $treat's n westerly Carlisle as Inc., dated April, 1959. See deed from Bangor SavingsnBank eto rEmer onss and CRealtyeCo..' of dated whichJuly deed Was Stoaestablishdon the said fs a o£try the in Volrth t168he divrdie 79. The Betweenose lend owned by the Grantor herein on the South and land of the Bangor Savings Bank, in said B and reserving [here from, however, a certain lot Or Parcel of land situated 1n id Bangor, ebounded and described as follows: Beginning at the southwesterly tamer of Exchange Block, so called, at the angle of the southerly and westeri walls thereof; thence southerly and Parallel with said Exchange Btreat twenty (20) feet$ thence westerly parallel with York Street to Kenduskeag Stream; thence up the stream twenty (20) feet to the lot of all of the said parties named in a certain indenture entered into between Webster Treat, William Smith, Waldo T. Pierce and Alfred Vearle dated January 2i, 1870 and recorded i said Registry, Volume 397, Page 333; thence easterly by their said lot the point begun at.s Further ex cepting and reserving threfrom a certain lot or parcel of land situatetl in saitl Bangor on the generally steely side of Exchange Street, bounded and tlescribed as follows, v eneraling at a Point on the westerly line of Exchange Street, seventy-three andrfortBethree One hundredths (73.43) feet southerly of the intersec Me of 'said westerly line Of Exchange Street and the southerly line of State Street; thence southerly on the westerly line of Exchange Street, thirty-eight and six tenths (38.6) feet to the center line of the northerly brick wall of the Sterns Block, so called; thence westerly on the said center line and the extension thereof, sixty-one and fifty- six one hundredths (61.56) feet to a point; thence northerly parallel to the afore - aid westerly line of Exchange Street, thirty-eight and forty-six one hundredths (39.46) feet to the point in the southerly line of the Exchange Block which point is sixty-two and twenty-nine one hundredths (62.29) feet southerly of the inter- sections of the southerly line of State Street and the westerly line of the afore- mentioned Exchange Block Lot; thence easterly on said southerly line of Exchange BBleck lot, sixty-one and fifty-six one hundredths (61.56) feet to the point begun t. Being the same premises conveyed to Elizabeth D. Rall, et els, by deed dated June 14, 1912, recorded in said Registry, Volume 832, page 211; and Volume 632, page 213. The real estate described herewith is subject to the rights of way in favor of the Bangor Savings Bank, Of als as conveyed by deed dated July 0, 1905; recorded i said Registry, Volume 761, page 152; and by deed dated July 0, 1905, recorded in said R 2] Registry, Volume 761, page 154; and by deed dated July , 1905, rRegistry, Volume 761, page 157, Said rights of way being set forth in Plan Book 9, page 25, recorded in said Registry. Also, subject to the rights of way as set forth in the deed to Elizabeth D. Hall, at als, dated June 14, 1912, recorded in said Registry, Volume 832, page 211; and in a deed dated June 14, 1912, recorded in said Registry, Volume 832, page 213. Also, subject to the right in favor of said Elizabeth D. Hall, at als to use and maintain the sewer as nveyed to Elizabeth D. Hall, at als by deed dated June 14, 1912, recorded in said Registry, Vol. 832, page 211, and by deed dated June 14, 1912, recorded in said Registry, Vol. 832, page 213. Also, the right of the owners of the premises situate next northerly of the premises hereby conveyed to use the northerly wall of the building situate on the Premises hereby conveyed as a party Wall as set forth in two deed to Elizabeth D. Hall at als, dated June 14, 1912, and recorded insaid Registry, Vol. 832, page 211, and Vol. 832, page 213. Also subject to lease given re Erdman Realty 60. to Brass Rail Restaurant, Inc. dated January 1, 1962, and recorded in Vol. 1824, page 92 of the Penobscot Registry of Deeds. Also subject to rights, if any, i others by virtue of establishment of wharf limits, so called, In 1855 by the City of Bangor under the authority of Private and Special Laws of 1854, Chapter 337. Meaning and intending to convey the same premises conveyed to the Agency by Emerson Realty Company by need dated April 20, 1966 and recorded in said Registry in Vol. 2046, mage 124, excepting therefrom the portion of said premises conveyed to Bangor Savings Bank by deed dated June 16, 1969, recorded in said Registry 1n Vol. 2161, page 305, bounded and described as follows: PARCEL 1: Beginning at a point In the southerly line of land conveyed to the Bangor urban Renewal Authority by Emerson Realty Company by deed dated April 20, 1966, recorded in the Penobscot Registry of Deeds in Vol, 2046, Page 124; the Said point of beginning being ninety-three (93) feet, more or less westerly ofthe West I In@ of y nge ty-nine(29) feetmore or less, rl the orthorly line xofaYork SStreet and nsixteen and fifty-three hundredths (16¢53) of Poet, westerly of the existing brick building now or formerly owned by the Bangor Savings Bank; thence westerly along the northerly line of land now or formerly owned by the Bangor Savings Bank S 71 39' 46" W, seventy nine and 'seventy-one hundredths (19.71) feet, to the east line of the Kenduskeag Parking Plaza, so N 19 05. 54" W twenty eight and eighty-one hundredcalled, being ths (28.01) feet from the intersection of the said east line of Kenduskeag Plaza and the north line of York Str'eati thence northerly along the said east line of the Kenduskeag Parking Plaza, N 19 05' 54" W, eighty two and eighty-two hundredths (8282) feet to an angle Point; thence N 2B 46' 30" W, seventeen and forty hundredths (17.40) feet to the southwest c w of other land n r formerly owned by the said Bangor Savings Bank and being the northm st corner of right-of-way conveyed to the Bangor Savings Bank by Samuel Sterns and Ezra L. Sterns by deed dated July 27, 1905, recorded in the Penobscot Registry of Deeds, Vol, 761, page 152; thence easterly along the norther y Line of said right-of-way, and the southerly line of Bangor Savings Bank land N 60� 56' 26' E, four and forty-seven hundredths (4.47) feet to an angle point; thenc8 continuing easterly along said southerly line of Bangor Savings Bank land N 72 34' 45" E, ninety six and eighty-three hundredths (96.83) feet to the northeast corner r of said right of way and the southeast co of said Bangor Saviggs Bank land;thenc, southerly along the most easterly line of said right-of-way, S 17 54' 20• £, five e (5. feet, to the most southeasterly co of said right-of-way; thence southerly S 3 59' 37" W, fourteen and sixty-five hundredths (14.65) feet to a pobnt twenty-two (22) feet westerly of the Northwest corner of the extended north line of the existing building now owned by the grantor herein; thence southerly along a line twenty-two (22) feet westerly of and generally parallel to the we At line of the hu ilding now owned by the laid grantor, S 19 OS' 00v E, forty (40) feet, to an angle point; thence southerly S 1 40' 45" E, fortytwo and forty-three hundredths (42.43) feet to the paint of beginning, The coordinates of the point of beginning, N 353, 048.30 E 429, 945.56 all distances and all bearings are based on the Main State Coordinants System East Zone. Meaning and intending to convey the same premises designated Parcel B-9 0 Net of Disposition Parcel B-9, recorded in Penobscot Registry of Deeds, Plan Book 25� Page 66. PARCEL 2: A certain right of way, in common with others, located in Bangor, lyin between Kenduskeag Stream and the easterly line of the Kenduskeag Block extended southerly as shown on a plan entitled "Division of Kenduskeag Block Lot` recorded i Penobscot Registry of Deeds, Plan Book 9, Page 25, to which reference may be had for a more particular description. Reserving however, the right of the grantor to use, maintain and repair an existing seemer running from the rear of its premises located on Exchange Street in said Bangor under said right of way to the Kenduskeag Stream. The Grantee shall have the right to construct any buildings or improvements o said s at its option, the right to relocate said s at its expense, at any time.WPIn the event repairs and maintenance to said sewer located under any building constructed by the grantee are such as to require excavation o other work within the confines of said building, such maintenance and repair is the responsibility of the grantee. Routine servicing of said sewer not requiring access to the building shall remain the responsibility of the grantor. In the event the sewer line is relocated to a location clear of the building the obligations for maintenance and repair shall revert to the grantor provided the grantee grants a appropriate easement to permit entry upon its Iona for such purposes. PARCEL 3: A right of way, in common with others, for passage by foot or by vehicle, across land of Grantor bounded and described as follows: Beginning at a point in the southerly line of land conveyed to the Bangor Urban Renewal Authority by Emerson Realty Company by deed dated April 20, 1966, c'N t 3bv"�`y4 . sa,,,yjpa�x ar .iR r-cordud in the Penobscot Registry of Deeds in Vol, 2046, page 1245 the said point of be9inning being ninety-three (93) feet, m -er less westerly of the west line of Lxchange Street, twenty-nine (29) feet, more r less, northerly of the northerly line of York Street and sixteen and fifty-three hundredths (16.53) feel, westerly of the existing brick building now owned by the Bangor Savings Bank; thence easterly along the northerly line of said Bangor Savings Bank land N 71 39' 46" E, sixteen and fifty-three hundredths (16.53) feet to the said bric6 building; thence northerly along the west side of the said brick building N 17 57' 00" W eighty three hundredths (0.03) feet to the corner of said building; thence N 70 31' 30" W forty and seventy hundredths (40,70) feet to an angle point;gthence N 190 05' 00" W forty (40) feet to an angle point; thence N 70 55' 00" E six and ninety hundredths (6.90) feet to the w of a brick building now or formerly owned by Abraham L. Kirstein Trust and Fr Drummond Freese et al., thence northerly along, the west line of the said Kirsteln building, N 1S0 36' 37" o eighteen and nine hundredths (18.09) feet to a point; thence westerly 5 72 34' 45- W, thirteen and twenty-two hundredths (13.22) feet to the most rertheastamly corner of land herein conveyed to the said Bangor Savings Bank; thence southerly along lines of the said land herein -. veyed to the Bangor Savings Bank on the following tourses and for the following distances, S 17 54' 20" E, fbve (5) feet; S 30 59' 37" Wfourteen and sixty five hundredths (14.65) feet; S 19 05' 00` E forty (40) feet; S le 40' 45" E forty two and forty-three hundredths (42.43) feet to the point of beginning. The coordinates of the point of beginning, N 353,.048.30 E 429,945.56, all distances and all bearings are based on the Maine State Coordinate System East Zone. For Granter's source of title reference is made to deed from Emerson Realty Company to Urban Renewal Authority of the City of Bangor, recorded in said Registry in book 2046, Page 124. This conveyance i subject to aright of way granted by the Agency to Ruth K. Lamm, at al by deed dated August 19, 1969 and recorded in said Registry. in Vol. 2166, Page 661. The Grantor hereby conveys its interest i certain right-of-way over land of the Bangor SavingsBank leading from the rear of said premises to York Street. Reference may be had to Penobscot Registry of Deeds, Vol, 2161, Page 311 for Further description. Schedule B PARCEL 3-5 Estimated Casts t0 Correct City Code Deficiencies and to Meet Requirements of the Urban Renewal Plan Site Work Relocate oil tank filler pipe and backfill to grade Install concrete base and metalenclosure tanks $ 85.00 Provide suitable base grade and install acceptable bituminous 95.00 surface from building lite to abutting property lines 400 00 Exterior Masonry Work and Cleaning Remove abandoned metal platform, bracket wiring and accessories Repoint deteriorated mortar joints on front and rear of building Top -out chimney Clean all masonry and stone on front of building 1,50C,00 Exterior Parotin d Gl Paint entire rear wall including sash, doors and trim and exposed t wall of gand building tswindow Paintall sash, door on front ofsbuildin g (two coats) Refinish front of Gas Light Restaurant Replace all broken Or missing glass except show windows Reputty sash where required to expose full margins 2,550. 0 winaaw treatment Clean all windows on both sides (above front floor) and install light colored venetian blinds 1,490. SO Ex terl or Caroentry Remove plate glass windows on part formerly occupeid by W. S. Emerson Cc. and replace wood sash and moldings and reset plate glass 750,00 Electrical See Electrical Inspector's report for requirements 2,750.00 nn Plumbing See Plumbing Inspector's report for requirements 450.00 Ease gate Lv See Fire Inspector's report for requirements 4.050.DO ` $1440.90 d1 . May 12, 1970 .Rehabilitation Requirements for Parcel 3-5 Schedule 1. Bangor Building Code Requirements B. See attached Building Report dated November 14, 1969 Secedule 2. Rehabilitation Requirements of the Bangor Urban Renewal Plan A. Rear 21210 err Ret scats fuel oil filler pipe close to rear wall of building Provide suitable base and install bituminous surface from building line to abutting property lines Remove abandoned steel platform and bracket Remove abandoned wiring and accessories Repaint deteriorated brickwork Replace all broken glass and remove and/or replace damaged doors and transoms Paint entire rear wall and exposed Northwest wall of abutting building. Paint all window sash, doors and trim Clean all windows and install light colored venetion blinds Oct drapes in all openings Front of Property Clean all my and stone Repoint brickwork, joints of stone lintels and other areas as necessary Remove all abandoned metal brackets, wiring and accessories Replace all broken glass Repair or replace sash and mouldings on store front Remove vent pipe from transom glass opening and replace glass Repaint all window sash, doors and trim Remove all signs painted On windows Remove paint on show windows Clean all windows above first floor and install light colored netion blinds or drapes in openings Redecorate front of Gas Light Restaurant November 14, 1969 BUILDING AT 192 - 200 X&CHANDG nrbF'T WILDINO Id"Jif 192 Exchange Street (w. S Emerson) 4 -story brick building, masonry in in good condition. One section on the section of on theconnstructionbwas removed removed b1969B.A. in 1966, and one more small rear is basement, south section, brick walls, t open Ceiet calling, discrete floor in good condition, and has a center bearing brick wall, all in good condition. First floor - open, no partitioro, wood floor, metal ceiling, in good son- dlvicn, has wall-to-wall competing on floor. Second floor - divided into office Bpace, wood floor s covered with tile. Some rooms have metal ceiling, some have plaster, all some condition. Third floor - open loft, was used for storage, soft wood floor, metal onling, Fair to pod condition. Fourth floor - same as third, cpen loft, etc., and was used for storage. n,aletad , chimney oot should be repoi orad. 196 hGhacge Street (M. L. French) Basement and first floor in good condition. Heating plant is located in the basement of this area. Boiler nom is enclosed and boiler appears to be in good condition- 2OU koechinge Street ("a Licht) ,,his mention is no occupied on the first floor and basement by the Dae Light Dining boom. Both~basement and first floor are in good condition. Note: This building is 100,1 sprinklered and in my opinion can be made into a valuable piece of property. PLUMBING iFFUH9' 192 uxabangs, street (bmerson) basement - new ballcock required First floor - open waste cmmectione secand floor - lavatory faucets required - 2 toilet roc , new bellaook required. 96 ftQhungo, Street (M L. French) kaeement - lavatory faucets and shut-off valve for water closet BUILDING Al' 192 _ 200 '%CHANGE STRUT — PACE 2 _ NOVEMBER 14, 1969 PLUMBING REPOT COMgj NU}.0 TOO excbanue Street � Lavatory faucets in basement 5d Ni installation in basement is illegal. 1.LL0'fMIOA 122 lochs s Ihersc Second ]'l oor - Meter panels 100 volt, 30 amp, I wooden cabinet, also lined. Needs replaoing with modern 120/240 se n second office en left. Broken receptacle a. toP cordon right. for fixed wiring nPi ret ffioe n r gryt. 198 exuberant street Forrest Moore office, 2nd floor - lead cord around sprinkler pipe 200 Exchange Street - Main switch for Emerson building 1C0 amp/120 volt -not large enough for future use. 192400 Exhhoune Old Emerson $took roams _ all panel boxes need replacing with 120-240 volt panels. FIRE see If RLPOITT as I. Every floor to be provided with at least two m of egress as remote Practicable, sane 2. All exit doors t0 be provided with approved-type hardware, i.e., n It door to be locked against egress. o 3. All exxte and exit ways to be provided with 11111nacted exit signs. 4. Bailor room to be provided with a U. L. appreved type B-C extinguisher, S• Each floor to be provided with a U. L. approved Class A extinguisher. 6. If building Is 6ub3e02 to night 0 eupency, approved emergency lighting t0 be provided. 'Photo be recommendations ill depend on the typpes of occupancy that this building Is to ill rua fir; i types of occupancy v require fl much and some v'il roqua re More. star s DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT URBAN MYNA. PROGRAM TERMS AND CONDITIONS Par[ II of CONTRACT FOR SALE OF LAND FOR PRIVATE REDEVELOPMENT Ey aHd Between UROAN RENEWAL AUTHORITY OF THE CITY OF BANGOR and GARDEN FOMES ASSOCIATES, INC. ARTICLR I. PREPARATION OF PROPERTY FOR REDEVELOPMENT BEC. 101. Work To Be Perfo_d byAgenc . The Agency shall, prior to convey - Sure of 0 - of the Property and without expense to the Redeveloped, prepare the Property for redevelopment by the Redeveloper in accordance with the Oban Renewal Plan add the Agreement. Such preparation of the Property shall consist of the following (unless the Agency and the Redeveloped hereafter agree in writing that any of such prepara- tion shall not be done, or that it shall be done subsequent to the conveyance of the Property): (a) Demolition and Removal. The demolition and removal to the Surface elave- 1—ion of the adjoining ground of all existing buildings, other structures and improvements an the Property, including the removal of all bricks, lumber, pipes, equipment and other material, and all debris and rubbish re- sulting from such demolition, except such material and debris as may be used for any filling required by this Section. (b) Reduction of Walls. The reduction of ail walla, Including foundation walls, to the Surface elevation of the adjoining ground. (e) Breaking UP Eastwood Floods. The breaking up of all basement or cellar floors sufficiently to permit proper drainage. (d) Removal of Paving. Me removal by the Agency or by the appropriate public body of ail paving (including catch basins, curbs, gutters, drives, and sidewalks) within or on the Property. (e) Removal Of Public D['1'ty Lln¢ The abandonment by the Agency r by M app[op[fate body oz public utility company of all public utility lines, Installations, facilities, and [elated equipment within Or on the Property. (f) Pilling and Grading. Such filling, grading, and Leveling of the land (but not including topsail or landscaping) as will permit proper drainage and place the Property in a safe, clean, sanitary and nonhazardous condition. (g) Pilling Materials. The filling of ail basements o other a ations ex- posed a result of the work performed by the Agency pursuant t0 this Section, with noncombustible materials to a level twelve (13) inches below the surface of the adjoining ground on all sides thereof. SEC. 101. Expenses,Income and Salvage. All expenses, including current taxes, if any, relating to buildings Other structures demolished or to be demolished i accordance with Section 101 hereof shall be borne by, and all income or Salvages - ceived a Ault of the demolition of such buildings or structures shall belong to the Agency. SEC. 103. Agencvos Reaponsibilitles for Certain Other Actions. The Agency, without expense to the Redeveloper o assessment o claim against the Property add prior to completion of the Improvements(orat uch earlier time times as the Re- developer and the Agency may agreewriting), such accordance with the Urban Renewal Plan, provide or secure or cause to be provided or secured,, the following: (a) Vacation of Streets, Etc. The closing and vacation of all existing streets, alleys and other public rights-of-way within or abutting on the Property, except as may be otherwise provided within the Agreement. -1- (b) Replotting. Resubdivision or Rezoning. The replatting. [esubdivision o pacing of the Property, it accessary for the conveyance thereof to the Redeveloper. (c) Improvements of Existing Streets. The improvement (by the Agency or by the appropriate public body) by resurfacing, rebuilding or 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 beginscurbs and gutters, drive and curb cute, and drives between the property line of the Property and the public rights -Of - way) abutting on the Property. (d) Construction and Dedication Of New Streets. The coca truction (by the Agency or by the appropriate public body), in accordance with the technical specifications, standards and practices of the City, add 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 installation (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 front- age of the public Streets abutting anthe Property o within the rights- of-way line of such public Streets, together with sodding or seeding of any such public area between such sidewalks or the curb Lines of such public streets. (f) Street Lighting, Signs and Fire Hydrants. The installation (by the Agency or by the appropriate public body), ip accordance with the technical specifications, standards and practices by the City, of Street Lighting, signs, and fire hydrants in connection with all how streets abutting O the Property and to be camtructdd pursuant to this Section. (g) Installation of Public Utilities. The installation Or relocation (by the Agency or by the appropriate public body Or public utility company) of such drains, water and gas distribution lines, electric, telephone and telegraph lines, and all other public utility lines, installations and facilities as are necessary to be installed or relocated on or tion with the Property by x of the redevelopment contemplated by the Urban Renewal Plan and the development of the property: Provided, that the Agency shall not be responsible forx beg any portion Of the e ost e of, installing the n n necessary utility connections tionswithin the boundaries of the Property between the sImprovements to he constructed on the Property by the Redeveloper and the water, sanitary a and storm drain mains Or other public utility Lines Owned by the City orbyany Public utility company within or without such boundaries, or electric, gas, telephone, o other public utility lines owned by any public utility company within o without such boundaries, and the Redeveloper shall secure any permits required for any such installation without coat or expense to the agency. SEC. 104. Waiver of Claims and Joining in Petition by Redeveloper. The Rede- veloper hereby waives (as the purchaser of the Property under the Agreement and as the owner after the c m 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, o change of grade of any street, alley or other public right-of-way within or fronting or abutting on, or adjacent to, the Property which, pursuant to subdivision (a) of -2- Section 103 hereof, is to be closed or vacated, or the grade of which is to be changed, and shall upon the request of 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, rezoning, and execute any waiver or other document In respect thereof. ARTICLE II. RIGHTS GE ACCESS TC PROPERTY SEC. 201. Right of Entry fox Utilities Service. The Agency reserves for it- self, the City, and any public utility company, as may be appropriate, the unquali- fied right to enter upon the Property at all reasonable times for the purpose of reconstructing, maintaining, repairing or servicing the public utilities located within the Property boundary lines and provided for in the easements described or referred to in Paragraph (a), Section 2 of Part I hereof, SEC. 202. Redeveloper Not To Construct Net Utility Easements. The Redevels- per shall not construct any building or other structure or improvement onwar, tr within the boundary lino of any easement for public ttilitias described or referred to in Paragraph (a), Section 2 of Part I hereof, unless such construction is pro ded for in such easement or has been approved by the City. If approval for uchi construction i requested by the Redeveloper, the Agency shall use its best efforts to assume that such approval shall not be withheld unreasonably. SEC. 203. Access to Property. Prior to the c ceyance of the Property by the Agency to the Redeveloper, the A.;ency shell permit egreaentativas of the Redevelo- per to have access to any part of the Property as to which the A;ency holds title, at all reasonable times for the purpose of obtaining care and making various p testa concerning the Property n a necessary to carry out the Agreement. Afterm the c - veyance of the Property by the Agency to the Redeveloper, the Redeveloper shall permit the representatives of the Agency, the City a c the United States of America s to the Property a all reasonable times which of them deems necessary acres t naso trees for the purposes tal of Me including, the not limited Agrto. inspection 0r she Contract for Loa and Cin con Grant, including, but not limited to, mspecefon of all Work being performed in notion with the construction made of the Improv any p No or theetiov shall be provided for shah any change be made in any form by any party far Me access provided foxrin this Section. ARTICLE III. CONSTRUCTION PUNS} CONSTRUCTION OP IMPROVEMENTS; CERTIFICATE OF COMPLETION SEC. 301. Plans for Construction of Improvements. (a) Within `IX7- (60) days after the execution of this Agree- ment, the Red Soper shalt submit to the Agency preliminary plane at a rale specified by the Agency and outline specifications prepared by the Architect, including a rendering, indicating surrounding buildings, alt elevations and such perspectives as may be ¢ ary to show the archi- tectural character of the improvents, for all u of the improvements to be constructed by it on the Property Inaccordance with the Site Plan, the Plan, the Application, the Project and this Agreement. The Agency shall review and approve or reject such preliminary place and specifications and shall promptly notify the Redeveloper of its -3- aepruval or w [ejection in citing, setting forth in detail any grounds for l rejection. If no grounds of rejection are delivered in writing to the Redeveloper within thirty (JO) days after the submission f the heofrelimin- here- ary plans and outlets specifications, or any lc is • In iter provided, such plan and specifications shell be deema approved. In theof a rejection, the Redeveloper shall, within thirty (g0) days after the date the Redeveloper receives the written notice of such rejectionresubmit the Preliminary Planaand outline specifications al - cd to meet the grounds of rejection. The esubmissi a shall be osub- left [ the review and approval of the Agency in accordance a witthe pro- educe ro uducelmrcinabove provided for n original submission, until preliminary d, plan and outline specifications shall be approved by the Agency; Pro however, that the Redeveloper shall submit prelimiynary plena and outline approval tions f theAgencywithin one hundreQlt the requirements of diysubsection s after the exeche ution approval ge Y e ^e a execution of this Agreement. (b) Within ninety (90 ) days after the preliminary plana and outline specifications a[ eppF°ve,, r deemedapproved, by the Agency, sod in any eventwl thin two tlundYBd �) days after the aaecution of this Agree - the Redeveloper shall submit to the Agency final architectural plana ant and specifications prepared by the Architect and in conformity with the previously approved preliminary plans and outline specifications, the Site Plan, the Plan, the Application, the Project and this Agreement Final architectural plana and specifications submitted hereunder shall be reviewed for such conformity i accordance with the review and approval procedure set forth In subsection (4) hereof; provided, however, that the Redeveloper shall submit final parchitectural Plans and specifications Of which meet the requirements e€` his day 4after the tion andthe of thimhe Agency witbintwo hundred/ l e ane u e Agreement. (c) Tile Redeveloper shall not apply for • building permit for the construction of the lmprovements to be erected on the Property without the prior cer- tification - tification o[ the Authority that the work to be done or cane feted is In accordance with the final architectural plane and specfficatsona approved by the Agency in accordance With the Provisions of this Agreement. No work shall be done on the construction of the improvements to be erected n the Property unless such work conform in every respect to co the oved final architectural plans and specifications, except n only exove[ that modifications thereof have been requested by the Redeveloper In writing and have been 4PProvaJ In writing by the Agency, and except that such plane and specifications may be modified from time to time by the Redeveloper acting alone, provided the plana and specifications as thus modified are in substantial conformity with the final architectural plans _ and specifications as approved by the Agency. In the event the Redevelo- per shall Jail to comply with the foregoing requirements, the Agency my, wi Win a reasonable time after discovery thereof by the Agency, direct in writing that the Redeveloper so nedify or reconstruct such portion or portico• of the Improvements erected or being erected on the Property as are not in conformance with the approved final architectural plana and specifications or any approved modifications thereof, as to bring them into conformancetherewith. The Redeveloper shall promptly cavoly With -4- V' TAM 11 r i` r ; t YS it nn 4.i �� +.magi such a directive, and shall not proceed further with construction of the Improvements until such directive is complied with. Any delays in - pletlon ofthe Improv rents. resulting froma uch unapproved modification or o nstruction shall not be a ground forthe extension of the time limits of construction on the Property as provided for in Section 707 of Part TI of this Agreement. (d) In submitting plans and specifications to the Agency for its approval, the Redeveloper shall consider and take into account the planning and design objectives set forth in the Plan, and the Agency Shall pursue such objectives in its review of and action upon the plans and specifications so submitted. SRC. 303. Evidence of Equity Capital and Mortgage Financing. As promptly a possible after approval by the Agency of the Construction Plans, and, in any event, o late[ than the time specified thereforrn Paragraph (e), Section 5 of Pat 1 hereof, the Redeveloper she 11 submit to the Agency evidence satisfactory to the Agency that the Redeveloper has the equity capital and commitments for mortgage financing necessary for the construction of the Improvements. SRC. 304. Approvals of Construction Plans and Evidence of Financing As Con- ditions Precedent to Conveyance. no aulorission of Construction Flans and their approval by the Agency as provided in Section 301 hereof, and the submission of evidence of equity capital and commitments for mortgage financing as provided in Section 303 hereof,onditions precedent to the obligation of the Agency to convey the Property to the Redeveloper. SRC. 305. Cogwencement and Completion of Construction of Improvements. The Redeveloper agrees for itself, its successors and assigns, and every s r in interest c the Property, arty part thereof, and the Deed shall contain covenants n the part of the Redeveloper for itself and such successors ands signs, that the Redeveloper and such a and assigns shall promptly begin and diligently prosecute c completionthe redevelopment of the Property through the construction of the Improvements thereon, and that such construction Shall in any event be be- gun within the period specified in such Section 4 of Part I hereof and be Completed within the period specified in such Section 4. It is intended and agreed, and the Deed shall so expressly provide, that such agreements and covanants shall be cove- nants - nants r nning with the land and that they shall, i any event, and without regard to technical classification or designation, legal as otherwise, and except only a otherwise specifically provided in the Agreement itself, be, to the fullest extent permitted by law and equity, binding for the benefit of the community and the Agency and enforceable by the Agency against the Redeveloper and itsceasore and assigns to or of the Property or any part thereof or any interest therein SRC. 306. Progress Reports. Subsequent to conveyance of the Property, or any part thereof, to the Redeveloper, and until construction of the Improvements has been completed, the Redeveloper shall make reports, It such detail and at such times as may reasonably be requested by the Agency, as to tie actual progress Of the Re- developer with respect to such construction. SFC. 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 Redeveloper -5- to construct the Improvements (including the dates for beginning and completion thereof), the Agency will furnish the Redeveloper with an appropriate instrument vicertifying. Such certification by the Abency shall be (and it shall be so pro- ded in the Deed and In the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement and the Deed with respect to the obligations of the Redeve toper, and its auand signs, to construct the Improvements and the dates for the beginning andscomple- tion thereof; Provided, that if there is upon the Property a mortgage insured o held o owned by the Federal Housing Administration and the Federal Housing Ad in- fstuatioshall have determined that all buildings constituting a part of the Im- provements m- ps ents and covered by such mortgagen fact, substantially completed in accordancewith the Construction Plane and are ready for occupancy, then, in such any the Agency and the Redeveloper shall accept the determination of the Federal Housing Administration as to such completion of the construction of the Improvements Ivcc ordan coven- ants the Construction Plane, and, if the other agreements and c - sin the Agreement obligating the Redeveloper in respectof the c onstruc tion and completion of the Improvements have been fully satisfied, the Agency shalt forth- with issue its certification provided for In this Section. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Redeveloper to any holder of a mortgage, or any insurer of a mortgage, securita money loaned to finance the Improvements, or any part thereof. (b) With respect to such individual pawls or Potosi& of the Property which, if so provided In Part I hereof. the Redeveloper may convey or lease as the Improve - assets to be constructed thereon are completed, the Agency will also, upon proper ompletion of the Improvements relating to any such part or parcel, certify to the Redeveloper that such Improvements have been made in accordance with the provisions of the Agreement. Such certification shall m and provide, (1) that any party purchasing or leasing such individual part or parcel pursuant to the authorization herein contained shall not (because of such purchase of lease) incur any obligation with respect t0 the coca truction of the Improvements relating to such part or parcel anyany other part or parcel of the Property; and (2) that neither the Agency n0 other party shall thereafter have or be entitled t0 exercise with respect t0 any such Individual part or parcel so sold (o[, in the case of lease, with respect to the leasehold interest) any rights or comedies orma controls that It y otherwise havet be entitled c rcise with respect to the property a result of a de- fault in or breach of anyprovrof the Agreement othe Deed by the Redevelo- per c any successor in interest or assign, unless (1) such default or breach be by the pruchasexor lessee, or any successor In interest too assign of such Individ- ual part or parcel with respect to the r c contained and referred to in Section 401 hereof, and (ii) the right, severance control relates to such default or breach. (c) Each certification provided for in this Section 307 shalt be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Property, including theDeed. If the Agency shalt refuse or fail to provide any c rti-ication i accordance with the provisions of this Section, the Agency shall, wichia thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written state - cent, indicating in adequate detail in what respects the Redeveloper has felled to complete the Improvements in accordance with the pro of the Agreement, or is otherwise in default, and what m acts it will be be provisions necessary, in the opinion of the Agency, fox the Redeveloper to take 0: perform in order to obtain such certification. -6- ARTICLE IV. RESTRICTIONS UPON USE OF PROPERTY SEC. 401. Restrictions on Use. The Redeveloper agrees for itself, and its successors and assigns, and every e r in interest to the Property, o any part thereof, and the Deed shall contain covenants an the part of the Redeveloper for itself, and such successors and assigns, that the Redeveloper, and such succes- sors and assigns, shelf:ce (e) Devote the Property to and only to and in accordance with the masa specified in the Declaration of Restrictions; and (b) Not discriminate upon the basis of race, colo[, creed or ort tional origin in the sale, lease or ental or in the a occupancy of the Property o any improvements erected of to be or thereon, or any part [hereof. SEC. 402. Covenants; Binding Upon Successors In Interest; Period of Duration. It is intended and agreed, and the Deed shall so expressly provide, chat the agree- ments and covenants provided In Section WL hereof shall be c ants running with the land and that they shall, [ any event, and without regard Co technical classi- fication or designation, legal or otherwise, and a sot only as otherwise specific- ally provided in the Agreement, be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforceable by, the Agency, its end assigns, the City and any successor in interest CO the Property, o any part t other land [ any Prot thereof, and the ow of any other land (or any interest re such land) In the ProjecDeclaration Area which Is subject Co the land ( States (in the and restrictions cove of the ided in of sion (b)ions, and n 4 United States (in the C ver the covenant provided sn subdivision (b) ver Section sol in safer against the Redeveloper, its and assigns end every successor in party se to the Property, any successors s v ucces eo or Dart thereofProperty o any interest the therein, and any parry ea port gess ion ed occupancy of the Pand coy o any part [hereof. Ie is further intended and agreed that the agree- ment fe t f c (ant provided me subdivision until t (a) to Section if 401 hereof shalt remain in effect for Me period re time, o until the dace, specified an o referred to in ate)Section 6 of Part I hereof (et which time such agreement and c shall c - ate) and [M1e[ the agreements and movements imitated is subdivision time: thatnn 401 hereof shall remain shall without limitation e o time: iself,Provided, chic such agreements and covenants shell be banding on the Redeveloper itself, party successor foccupac to the Property, and every pare thereof, and each patty in possession o cupancy, respectively, an ante, only for such possession a occupancy successor or Ppartyrops shall have title f. o interest in, of Poe see a ion or cuenewal f, the Property or part thereof. The terms specified in the Urban Renewal Plan" and in the ua referring aha to include tone of theUrban all Renewabuilding, Plan, o ,gander language, n [he Agreement trill include Che land Red all building, housing, and other re- quirements or restrictions of the Urban Renewal Plan pertaining to such land. SEC. 403. Agency and United States Rights to Enforce. In amplification, and not an restriction, of the provisions of the preceding Section, it is intended and agreed that the Agency and its Successors and assigns shall be deemed beneficiaries of the agreements and covenants providedin Section Lel hereof, and the United States Shell be deemed a beneficiary of theanant provided i subdivision (b) of Section 401 hereof, bath for and in their or its amea right and also for the purposes of protecting the interests of the c unity and other parties, public at private, in whose favor or for whose benefit much agreements and covenants have -7- and in any event it shall promptly notify the Agency of any encumbrance or lien that has been created on or attached to the Property, whether by voluntary act of the Redeveloper or otherwise. For the purposes of such mortgage financing as may be made pursuant to the Agreement, the Property may, at tie option of the Redeveloper (or s r in interest), be divided intoseveral parte or parcels, provided that such subdivision, in the opinion of the Agency, is not inconsistent with the purposes of the Urban Renewal Plan and the Agreement and is approved in writing by the Agency. SEC. 602. Mortgagee Not Obligated to Cone t[uct. Notwithstanding any of the pre- visions of the Agreement, including but not limited to chose which are or e Inten- ded to be covenants running with the land, the holder of any mortgageauthorized by the Agreement (including any such holder who obtains title to the Property or any part thereof as a result of foreclosure proceedings, or action in lieu thereof, but not including (a) any other party who thereafter obtains title to the Property o such part from or through Both holder or (b) any oche[ purchaser at foreclosure gale other than the holder of CM mortgage itself) shall in no wise be obligated by the provisions of the Agreement to construct orcomplete the Improvements or to guarantee such construction o completion; nor shall any covenant or any other provision in the Deed be construed to so obligate such holder; Provided. that nothing in this Section or any otherSeccfon or provision of the Agreement shall be deemed or construed to permit orauthorize any such holder Co devote the Property o any part thereof to any or to construct any improvements [hereon, other than those uses or improvements provided or permitted in the Urban Renewal Plan and in the Agreement. SEC. 603. Copy of Notice of Default to Mortgagee- Whenever the Agency shall deliver any notice or demand to the Redeveloper with respect to any breach or default by the Redeveloper in its obligations o ante under the Agreement, .he Agency shall at the same time forward a copy of such notice or demand to each holder of any mortgage authorized by the Agreement at the last address of such holder shown on the records of the Agency. SEC. 604. Mortgagee's Option to Cure Defaults. After any breach or default re- ferred to in Sectio¢ 603 hereof, each such holder shall (insofar as the rights of the Agency a concerned) have the right, at its option, to c remedy such breach o re [once[ uta or [e r default (oz such breach or default to cM1e extent that It relates to the part of the and covered by its mortgage) and to aha the cast reach o to the mortgage debt avtl the lienof its of the: Provided, nt that if the breach of default i with re- spect- other to construction of tienAgr the t shall improvements, mGt� contapermit or in this Section holder, o any oche[ sec Cion of the Agre men[ shall be deemed Co ee[mft o authorise sake orcon- tinue[ before con o after foreclosure or action in lien iter sof, to undertake a clove the conservation Ruction o Improvements of the improvements (beyond the extent necessary to x protect he obligation o Agencyuction, by writ enmade) without atrecahev- to conserveor assumed the obligaheov totheprovided by written agreement satisfactory Co the Agency, to complete, th the matter provided in the Agreement, the holder vette n she Property or the pare thereof cto omplete the lien or title of such holder roperty. Any such holder who Beall properly complete the Improvements relating to the Property r applicable icati part thereof ertifi shall be entitled, written h effec made to the Agency, to section Sion or certifications by the Agency to such efface in the manner requested ed in Section 30] of the Agreement, t, and any Such orirightsw shall, if B requested by such Frever, and provide that ivy remedies o [fgcha athe Agency capture of o revesting of title to Property chat the successor in ll haveinterest o be entitledto because of failure of the Redeveloper or any states eor In interest [o -12- the Property, orarty part thereof, [ aremedy any default with respect to the construction of the Improvements o other parts or parcels of the Property, or be- cause any other default in or breach of the Agreement by the Redeveloper or such shall act apply to the part or parcel of the Property to which such cer- tification relates. SBC. 605. Agency's option to Pay Mortgage Debt or Purchase Property. In any where, subsequent to default or breach by the Redeveloper (ore in- terest) under the Agreement, the holder of any mortgage on the Property or part thereof (a) has, but does not ex , the option to construct o complete the Im- prov encs rebating to the Property or part thereof covered by Its mort- gagee r to which it has obtained title, and such failure continues for a period of sixty (60) days after the holder has been notified or in- formed of the default or breach; or (b) undertaker construction or completion of the Improvements but does not complete such construction within the period as agreed upon by the Agency (which period shall in any event be at least as long as the period pre- scribed for such construction or completion in the Agreement), and such default shall not have been cured within sixty (6D) days after written demand by the Agency so to dou the Agency shall (and eery mortgage instrument made prior to completion of the in- Excrements m- prov ents with respect to the Property by the Redevelaperor ar- shall so provide) have the option of paying to the holder theamount of the mortgage debt and a ring ansignment of the mortgage and the debt secured thereby, the event ownership of u the Property (or part thereof) has vested in such holder by an way of foreclosure action in lieu thereof, the Agency shall be entitled, at its option, to aveyance to it of the Property or part thereof ( as the c may be) upon payment ton=uch holder of a unt equal to thea of: (i) the mortgage debt at the time of foreclosure o action in Lieu thereof (less all appropriate credits including [hose resulting from collection and application of rentals and ocher in cefved during foreclosure proceedings); (ii) all expenseswith teepee[ tothe foreclosure; ; (f if) the net expense, if any (exclusivek of general overhead), ir=_d by such holder in and as a direct result Of the subsegcent management of the Property; (iv) the costs of any Improvements made by such holder and (v) a Amount equivalent to the interest that would have accrued o the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence. SRC. 606. Agency's Option to Cure Mortgage Defau_t. In the event of a default or breach prior to the completion of the Improvements by the Redeveloper, o any suc- cessor n interest, a of any of its obligations under and to the holder of any mortgage or other instrument creating an encumbrance or lien upon the Property or part thereof, the Agency may at its option cure such defaul- or breach, in which case the Agency shall be entitled, In addition to and without limitation upon any other rights at remedies to which it shall be entitled by the Agreement, operation of law, o otherwise, to reimbursement from the Redeveloperor ainterest of all costs and expensesn incurred by the Agency i curing such default or breach and to a Lien upon the Property (or the part thereof to which the mortgage, encumbrance, On lien relates) for such reimbursement: Provided. that any such lien shall be subject always to the lien Of (including any Lien contemplated. because of advances yet to be made, by) any then existing mortgages an the Property authorized by the Agreement. -13- been provided. Such agreements and covenants shall (ard the need shall so state) run in favor of the Agency and the United States, for the entire period during which such agreements and covenants shall be in force and effect, without regard to whether the Agency or the United States has at any time been,remains, or is an Enter of any land o interest therein to or in favor of which such agre ents and covenants relate. no Agency shall have the right, in the Eventof any breach of any such agreement or covenant, and the united States shall have the right m n the event of any breach of thecovenant ant provided in subdivision (b) of Section 401 hereof, to%e exercise all the tights endremedies, and to maintain any actions or suits at law or in equity at other proper proceedings to enforce the curing of such breach of agreement of covenant , to which it or any other beneficiaries of such agreement o covenant may be entitled, but nothing her contained shall obligate the Agency to institute or prosecute such curative action SEC. 404. Advertising. The Redeveloper agrees fee itself, its successors and assigns, that during construction and thereafter the Redeveloper, and its successors and assigns, shall include In all advertising for the sale or rental of the Property Statement to the effect (a) that the Property is oper to all persons without dis- nation on the basis of race, color, creed or notional origin and (b) that there shall be no discrimination in public access and use of the property to the extent that It is open to the public. ARTICLE V. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER SEC. 501. Representations an to Redevelopment. The Redeveloper represents and agrees that its purchase of the Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the propose 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 law and by the Federal and local governments for the purpose of making such redevelopment possible; and (c) the fact that a transfer of the stock in the Redeveloperof a substantial part thereof, or any other act of transaction involving or resulting in a significant change in the Ownership or distribution of such steak or with respect to the identity of the parties ia con- trol 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 and identity of the Redeveloper, anits stockholders, a of par- ticular c n to the community and the Agency. The Redevelopar further recognizes that it is because of such qualifications and identity that the Agency is entering into the Agreement with the Redeveloper, and, in so doing, is further williog 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 i addition a surety band o similar undertaking for such performance of all undertakings and covenants in the Agreement. Q�D SBC. 502 Prohibition Against Transfer of Shares of Stock, Binding Upon Stock- holders Individually. For the foregoing x the Redeveloper represents and agrees for itself, its stockholders, and any successor in interest of itself and its stockholders, respectively, that: Prior to completion of the improvements as cer- tified by the Agency, and without the prior written approval of the Agency, (a) there shall be do transfer by any party owning 10 per cent ormote of the stock in the Redeveloper (which term shall be deemed for the purposes of this and related pro- s to include successors in interest of such stock or any part thereof or in- terest therein), (b) n shall any such own suffer any such transfer to be made, r (c) v shall there be or be suffered to be by the Redeveloper, or by any Owner of 10 percent ormore of the stock therein, any other similarly significant change i 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 capitalisation, merger with Another corporation, corporate or other amendments, issuance of additional or new stock or classification of stock, or otherwise. With respect to this provision, the Redeveloper and the parties signing the Agreement on behalf of the Redeveloper repre- sent 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. SRC. 503. Prohibition Against tnmfer of Property and Assignment of Agreement. Also, for the foregoing reasons the Redeveloper represents and agrees for itself, and its successors and assigns,that: (a) Except only (1) by way of security for, and only for, (1) the purpose of obtaining financing necessary to enable the Redeveloper anye successor in interest to Mo Property, any part thereof, to perform its ob- ligations with respect to making the Improvements under the Agree- ment, and (f1) any other purpose authorized by the Agreement, and (2) as to any individual parts or parcels of the Property on which the Impro a ents to be constructed thereon have been completed, and which,, by the terms of the Agreement, the Redeveloper is authorized to convey or lease as suchlalprovements axes ompleted, the Redeveloper (except a authorized) has not made o Created, andthat it will act, prior to the proper completion of the Improvements as certified by the Agency, make or eate, or suffer to be made or created, any total or partial sale, assign- ment, conveyance, r lease, o say trustpower, or - nsfex i any other mode or fox of o with respect to Me Agreement or the Property, any part thereof of any interest therein or any contract at agreement to do any of the s without Me prior written approval of the Agency: Provided, that, prior to the issuance by the Agency of the certificate provided for in Section 307 hereof as to completion of c struetfon of the ImPtovemeRLS, the Redeveloper may enter into any agreement to sell, lease, or otherwise transfer, after the issuance of such certificate, the property o any part thereof or interest therein, which agreement shall not provide for payment of or on account of the purchase price o rent for the Property, x the part thereof or the interest therein to be so transferred, prior to the issuance of such certifi- cate. ertifi- cate (b) The Agency shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval that: -9- (1) Any proposed transferee shall have the qualifications and financial responsibility, as determined by the Agency, necessary and adequate to fulfill the obligations undertaken in the Agreement by the Rede- veloper (or, in the event the transfer is of or relates to part of the Property, such obligations to the extent that they relate to such part). (2) Any proposed transferee, by Instrument in waiting satisfactory t0 the Agency and in form recordable among the land records, shall, for itself and its a and assigns, and expressly for the benefit of the Agency, expressly assumed all of the obliga- tions of the Redeveloper under the Agreement and agreed to be subject to all the conditions and restrictions to which the Re- developer is subject (or, n the event -he transfer is of o relates to part of the Property, such obligations, conditions, and astrictions to the extent that they relate to such part): Pro- vided, that the fact that any transferee of, o any other e In interest whatsoever to the Property, Or any par[ thereof,,c shall, whatever the reason, rot have assumed such obligations o agreed, shall not (unless and only to the extent otherwise specifically ptovided in the Agreement or agreed to '-n writing by the agency) relieve o except such transferee o of or from such ob- ligations[ conditions, o estrictionsrorsdeprive Or limit the Agency of or with respect to any rights or medies or controls with respect to the Property or the construction of theImprove- ments{ it being the intent of this, together with other provisions Of the Agreement, that (to the fullest extent permitted by law and equity and excepting only in the water and to the extent specific- ally provided otherwise in the Agreement) no transfer of or change with respect to Ownership in the Property or any part thereof, o any interest therein, however consomme ted 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 remedied o controls provided in or resulting from the Agreement with respecto the Property and the coma traction of the Impound- ments that the Agency would have had, had there been no such trans- fer or change. (3) There shall be submitted to the Agency for review all instruments and Other legal documents involved In effectingtranefet, and if approved by the Agency, its approval shall be indicated to the Redeveloper in writing. (4) The consideration payable for the transfer by the transferee or on its behalf shall not exceed an amount representing the actual coat (including cafrying charges) to the Redeveloper of the Property (or allocable to the part thereof or interest therein transferred) add the Improvements, if any, theretofore male thereon by it; it being the intent Of this provision to preclude assignment Of the Agreement r transfer of the Property (or any parts thereof Other than chase referred to in subdivision (2), Paragrap] (a) of this Rection 503) for profit prior to the completion of the Improvements and to pro- vide that in the event any such assignment Or transfer is made (and -lo- is not canceled), the Agency shall be entitled to increase the Pur- chase Price to the Redeveloper by theamount that the consideration payable for theassignment or transfer of the amount that may be authorized pursuant to this subdivision (4), and such consideration shell, to the extent it is in of the amount so authorised, belong to and forthwith be paid to the Agency. (5) The Redeveloper and its transferee shall comply with such other conditions as the Agency may £Intl desirable in order to achieve and safeguard the purposes of the Urban. Renewal Act and the Urban Renewal Plan. Provided, that in the absence of specific written agreement by the Agency to the con- trary, no 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 otherwise with respect to the construction of the Improvements, from any of its obligations with respect thereto. SEC. 504. Information as to Stockholders. In order to assist in the effectu- ation of the purposes of this Article V and the statutory objectives generally, the Redeveloper allees that during the period between execution of the Agreement and c m Pierian of the Improvements as 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, or of any other act or transaction involving or resulting in any change in the ownership of such stack or in the relative distribution thereof, or with respect to the identity of the parties in control of the Redeveloper or the degree thereof, of which it o any of its officers have been notified a otherwise have knowledge information; and (b) the Redeveloper shall, at such time or times as the Agency my request, furnish the Agency with a complete statement, subscribed and sworn to by the President o other executive officer of the Redeveloper, setting forth all of the stockholders of the Redeveloper and the extent of their respective holdings, and in the event any other parties have a beneficial interest in such stock their n and the extent of such interest, all as determined o indicated by the records names othe Redeveloper, by specific inquiry vane by any such officer,of all par- ties who on the basis of such records own 10 per cent or more of the Stock in the Redeveloper, and by such other knowledge or information as such officer shall have. Such lists, data, and information shall In any event be furnished the Agency immedi- ately prior to the delivery of the peed to the Redeve Loper and as a condition pre- cedent thereto, and annually thereafter on the annlve-sacy of the date of the Need until the issuance ofa certificate of completion for all the Property. ARTICLE VI. MORTGAGE FINANCING: RIGHTS OF MORIGAGEES SEC. 601. Limitation Upon Encumbrances of Propevty. Prior to the completion of the Improvements, as certified by the Agency, neither the Redeveloper nor any a - [ in interest to the Property or any part thereof shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien open the Property, whether by express agreement ooperation of law, or suffer any encumbrance or Lien to be made on attach to the Property,eat for the purpose of obtaining (a) funds only to the extent necessary for making the Improvements and (b) such ad- ditional funds, if any, is an amount not to exceed the Purchase Price paid by the Re- developer to the Agency. The Redeveloper (or successor in interest) shall notify the Agency in advance of any financing,Sred by mortgage other similar lien instru- ment, it proposes to enter into with respect to the Property, or any part thereof, -11- SEC. 607. Mortgage and Holden For the purposes of the Agreement; The term "mort- gageshall include a deed of trust or ocher instrument creating an ens umbra r Lien upon the Property, any part thereof, a security for a loan. The term "holder" in reference to a mortgage shall include any insurer r guarantor of any Obligation o u condition s o red by such mortgage r dead of trust, including, but not limited to, the Federal Housing Commissioner, the Administrator of Veterans Af- fairs, and any successor in office of either such official. ARTICLE VII. REMEDIES SEC. 701. In general. Except as otherwise provided in the Agreement, n the event of any default in or breach of the Agreement, or any of its terms or conditions by either party hereto, or any successor ¢ such party, such party (oz or) shall, upon wr ftten notice from the other, proceed 1®ediately to cure oremedy such default or breach, and, Is any event, within sixty (60) days after e receipt of such notice. In case such action is not taken or not diligently pursued, r the de- fault or breach shall not be cured or remedied within a reasonable time, the aggri - Ved party may institute such proceedings smay be necessary or desirable in its opinion to cu and remedy such default of breach, incuding, but not limited to, e proceedings to compel specific performance by the party in default or breach of its obligations. SEC. 702 Termination by Redeveloper Prior to Conveyance. In the event that (a) the Agency does not tender conveyance of the Property or Possession thereof in the manner and condition and by the date provided in the Agreement, and any such failure shall not be cured within thirty (30) days after the daze of written demand by the Redeveloper, or (b) the Redeveloper shall, after preparation of Construction Plane satisfactory to the Agency, furnish evidence satisfactory to the Agency that it has been unable after and despite diligent effort for a period of alate (60) days after approval by the Agency of the Construction Plana, to obtain mortgage financing for the core traction of t?e Improvements an a basis and on terms that would generally beonsidered satisfactory by builders or contractors for improvements of the nature and type provided in sorts Construction Plana, and the Redeveloper shall, after having submitted Sort evidence and if so requested by the Agency, continue to make diligent ef- forts to obtain such financing for a period of sixty (60) days after seta request, bat without Success, then the Agreeme shall, at the option of the Redevelcper, be terminated by written notice thereof to the Alency, and, except with respect to the return of the Deposit as provided in Paragraph (e), Section 3 of Part I herecf, neither the Agency nor the Redeveloper shall have any further rights against or liability to the other under the Agreement. SEC. 703. Termination by Agency Prior to Conveyance. In the event Chet (a) prior to conveyance of the Property to the Redeveloper and in violation of the Agreement (i) the Redeveloper (at any successor in interest) assigns attempts to assign the Agreement or any r rights therein, or in the Property, or -14- (ii) there to any change in the ownership or distribution of the nock of the Redeveloper or with respect to the identity of the parties in control of the Redena Loper or the degree thereof; or (b) the Redeveloper does not submit Construction Plane, as required by the Agreement, or (except as excused under subdivision (b) of Section 702 hereof) evidence that it has the necessary equity capital and mortgage financing, in satisfactory form, and in the mount and by the dates re- spectively provided in the Agreement therefor; or (c) the Redeveloper does not pay the Purchase Prize and take title to the Property upon tender of conveyance by the Agency pursuant to the Agreement, and if any default r failurereferred to 1n subdivisions (b) and (c)of this Section 703 shall not be cured within thirty (30) days after the date of written demand by the Agency, then the Agreement, and any tights of the Redeveloper, any assignee r transferee, in the Agreement, o ring therefrom with respect to Dr Agency or the Property, Shall, at the option of the Agency, be terminated by the Agency, in which event, as provided to Paragraph (d), Section 3 of Part I hereof, the Deposit shall be retained by the Agency as liquidated damages and as its property without any deduction, off- set or recoupsient whatsoever, and neither the Redeveloper (or assignee or transferee) x the Agency shall have any further rights against or liability to the other under the Agreement. SEC. )OL. Revesting Title in Assets Loon Hernandez of Event Subeeouent to Cou- veyance to RedeveLoper. In the event that subsequent to conveyance of the Property or any part thereof to the Hedeveloper and prior to completion of the Improvements as certified by the Agency (a) the &¢developer (oret In interest) shall default i violate its obligations with respect to the construction of the Improvements (including the nature and the dates for the beginning and completion thereof), or shall abandon or substantially suspend construction work, and any such de- fault, violation, abandonment or suspension shall not be cured, ended, or remedied within three (3) months (six (6) m nchs, If the default is wich aspect to the date for completion of the Improvements) after written de- aeM by the Agency so to do; or (b) the Redeveloper (o£x in interest) shall fail to pay real estate taxes o assessments on the Property o any part thereof when due, or shell place chateau any encumbrance or lien unauthorized by the Agreement, or shalt suffer any Levy or attachment to be made or any macertalmea's or c mechanica' lien or any other unauthorized encumbrance or lien to attach, and such taxes or assessments shall not have been paid or the encumbrance or lies, removed or discharged or provision satisfactory to the Agency ma for such payment, removal or discharge within ninety (90) days after writ- ten demand by the Agency so to do; or (c) there is, in violation of the Agreement, any =ransfer of the Property or any pact thereof, or any change in the a rship or distribution of the stock of the Redeveloper, o with respect to the identity of the parties is control of the Redeveloper or the degree thereof, and such violation shell not he cured within sixty (60) days after written demand by the Agency cc the Redeveloper, -15- then the Agency shall have the right to re-enter and take possession of the Property and to terminate (and x est i the q ency)athe estate conveyed by the Ned to the Redeveloper it being the intent of this provision, together with other provisions of the Agreement, that the conveyance of the Property to the Codeveloper shall be made upon and that the Ned shall contain, a condition subsequent to the effect that in the exist of any default, failure, violation or other action or inaction by the Redeveloper specified in subdivisions (a), (b) and (c) of this Section 704, fail- ure n the part of the Redeveloper to remedy, end or abrogate such default, failure, halation or other action or inaction, within the period and In the manner stated in r such subdivisions, the Agencyma at its option y declare a termination in favor of the Agency of the title, and of all the rights and interests in and to the Property c veyed by the Deed to the Redeveloper, and that such title and all tights and inter - or este of the Redeveloper, and any a signs successors in interest to and in the Property, shall revert to the Agency; Prwided,that s-.mh condition subsequent and any revesting of title as a result thereof in the Agency (1) shall always be subject to and limited by, and shell not defeat, render invalid, or Limit in any way, (i) the lien of any mortgage authorized by the Agreement, and (Il) any tights or interests provided in the Agreement for the protection of the holders of such mortgages; and (y) shall not apply to individual parts or parcels of the Property (or, in the case of parts or parcels leased, the leasehold interest) on which the Im- provementS to be constructed thereon have been completed i ordance with the Agreement and for which a certificate of completion is issued therefor as provided in Section 30hereof. SEC. 705. Resale of Reacquired Property, Disposition of Proceeds. Upon the re- vesting in the Agency of title to the Property or any part thereof as provided in Section 704, the Agency shall, pursuant to its responsibilities under State law, use its beat efforts to resell the Property or part thereof (subject to such mortgage liens and leasehold interests as is Section 704 set Earth and provided) as soon and in such pounds ae s the Agency shall find feasible and consistent with the objectives of such law and of the Urban Renewal Plan to a qualified and responsible party o parties (as determined by the Agency) who will assume the obligation of making o completing the Improvements or such other Improvements in their stead as shall be satisfactory to the Agency and inac ordan with the a specified for Such Pro party or part thereof in the Urban RenewalPlan. Upon such resale of theProperty, the proceeds thereof shall be applied: (a) First, to reimburse the Agency on its own behalf or on the behalf of the City for all costs and expenses incurred by the Agency, including but not limited to salaries of personnel inconnection with the recapture, man- agement and resale of the Property or part thereof (but less any income derived by the Agency fxcm the Property or part thereof in connection with such management): all taxes, assessments and water and s charges with respect o the Property or part r. thereof (or the event the Property is exempt from taxation o such charges during the period of ownership thereof by the Agency, an onvt, if paid, equal to such taxes, assessments or e charges (as determined by the City assessing official) as would have been payable if the property were not so exempt); any payments madeor necessary to be made to dischargen any encumbrances of liens exist- ing on the Property or part thereof at the time of revesting of title -to- thereto in the Agency or to discharge or present from attaching or being made any subsequent encumbrances r liens due to obligations, defaults or acts of the Redeveloper, itas z transferees; any expenditures made u obligations incurred with respect to the making or completion of the Improvements or any part thereof on the Property or part thereof; and any amounts otherwise owing the Agency by the Redeveloper and its succes- sors or transferees; and (b) Second, to reimburse the Redeveloper, its s r transferee, up to the amount equal to (1) the a of the purchase pace paid by it for the Property (or aLLocable to the part thereof) and the cash actually invested by it in making any of the Improvements on the Property or part thereof, less (2) any gains or income withdrawn or made by it from the Agreement or the Property. Any balance remaining after such [eimbrusements shall be retained by the Agency as its property. SEC. 706, other Rights and Remedies of Agency; No Waiver by Delay. ne Agency shall have she right to institute such actions or proceedings as it may deem desir- able for effectuating the purposes of this Article VII, including also the right to execute and record or Elle among the public lead records in the office i which the Deed is recorded a written declaration of the termination of all the tight, title and Interest of the Redeveloper, and (except for such Indic -dual parts or parcels upon which construction uction of that part of the Improvements required to be constructed there- on has beencompleted, in accordance with the Agreement, and for which a certificate of completion as provided in Section 307 hereof is to be delivered, and subject to such mortgage liens and leasehold Interests as provided In Section 704 hereof) its successors in interest and assigns n the Property, and the recasting of title thereto in the Agency: Provided, that any delay by the Agency in Instituting or per- secuting any such actions or pro eedingaos otherwise asserting its rights under this Article VII shall not operate aWaiver of such rights Or to deprive it of or limit such rights in any way (it being theintent of this provision that the Agency shonli not be exercise c rained (so void the risk of being deprived of or limited En the constrained the remedy provided in this Section because of concepts of waiver, laches or otherwise) to exercise such remedy at a time when it may still hope otherwise to solve the problems c ted by the default involved): shall any waive n fact made by the Agency with respect to any specific default by the Redeveloper under this Section be considered or treated as a waiver of the rights of the Agency with expect to any other defaults by the Redeveloper under this Section orwith respect to the particular default except to the extent specifically waived In Writing. SEC. 707. Enforced palsy in Performance fox Cauaee Beyond Control of Party. For the purposesof any of the pxov of Che Agre meat, neither the Agency nor the Redeveloper, s the c may be, nor any s interest, shall be con- sidered in breachofor default in its oobligationsswithtrespect to the preparation of the Property for redevelopment or the beginning and completion of cow truction of the Improvements or progress In respect thereto, in the event of enforced delay in the performance of such obligations due Co unforeseeable causes beyond its control and without its fault Or negligence, including, but not restricted to, acts of God, acts of the public enemy, acts of the Federal Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually 'A7. severe gather or delays of subcontractors due to such c it being the purpose and intent of this provision that in the event of the occurrence of any such enforced delay, the time or times for performance of the obligations oftheagency with re - spent - spent to the preparation of the Property for redevelopment a of the Redeveloper with respect t0 construction of the Improvements, a the cart maybe, shall be extended for the period of the enforced daisy as determined by the Agency: Provided, that the party seeking the benefit of the provisions of this Section shall, within tea (101 days after the beginning of any such enforced delay, have first notified the other party thereof In writing, and of the ca causes thereof, and requested an ex- tension for the period of the enforced delay. SEC. 708. Rights and Remedies Cumulative. The rights and remedies of the par- ties to the Agreement, whether provided by law or by tie Agreement, shall be - lative, and the exercise by either party of any one or more of such Comedies shall c preclude the exercise by it, at the s r different times, of any other suet mea emedies for the s default o[ breach or of any of its remedies for any other de- fault or breach bythe other party. No waiver made by either such party with respect to the performance, o er r time thereof, a any obligation of the other party or any condition to its we obligation under thbAgreement shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligation of the other party or condition to its own obligation beyond Chase expres- sly waived in writing and to the extent thereof, or a waiver nany respect In re- gard to any other rights of the party making the waiver oranyother obligations of the other party. SEC. 709. Party in Position of Surety With Respect to Obligations. The Rede- veloper, for itself and its successors and assigns, and for all other persons who are or who shall became, whether by express or implied assumption or otherwise, liable upon subject to any obligation or burden under the Agreement, hereby waivev, to the fullest extent permitted by law and equity, any and all claims o defenses otherwise or whether by agreementn. operatioof law, including, without limitation on the generality of the fogoing, any and all claims and defenses based upon extension of time, indulgence or modification of terms of contract. ARTICLE VIII. MISCELLANEOUS SEC. 801. Conflict of Interests: Agency Representatives Not Individually Liable. No member, official oremployee of the Agency shall have any personal in- terest, direct or indirect, r the Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal int r the interests of any corporation, partnership o association i ao siesta o [ ass n whish en f all hely o indirectly, ito the el meatier, official o employee rof - the Ain the hall be personally liable ea the ftthevAgency o any a n inter- est, frt the a ant Re any default or successor by the Agency oor bligations anyamountwhims my became due to the Redeveloper or succeaso[ or on any ob llga[Lons uvder the terms of the Agreement. SBC. 802. Equal Employment Opportunity. The Codeveloper, for itself and its successors and assigns, agrees that during the construction of the Improvements prc- sidedforin the Agreement. -18- (s) The Redeveloped will not discriminate agai _ any employee or applicant for employment because of race, creed, polar or national origin. The Re- developer will take affirmative action me that applicants are sam- played and that employee treated during employment without regard to their race,creed, color or national origin action shall actioshall include but act be limited to the following: employment, upgrading, demotion o transfer, recruitment o recruitment advertising; layoff or termination; rates of pay o other form of compensation; and selection for training, including apprenticeship. The Redeveloper agrees to poet i conspicuous plat available to employee and applicants for employment notices to be provided by the Agency setting forth the provisions of this nondiscrimina- tion clause. (b) The Redeveloper will, in all solicitations or advertisements for emplevee placed by o on behalf of the Redeveloper, state that all qualified appli- cants will receive consideration for employment without regard to race, creed, color or national origin. (e) The Redeveloped will send to each labor Orionrepresentative of workers with which the Redeveloped has a collective bargaining agreement or other contract or understanding, a notice, to he provided, advising the labor union o workers' representative of the Redeveloper's commitments under Section 202 of Executive order L1246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and ap- plicants for employment. (d) The Redeveloped will comply with all provisions of Executive Order 1L246 of September 24, L965, and of the rules, regulations and relevant orders of the Secretary of Labor. (e) The Redeveloper will furnish all information and reports required by Execu- tive Order 1L246 of September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor or the Secretary of Housing and Urban De- velopment, and the Secretary of Labor for purposes of investigation to as- certain compliance with such rules, regulations and orders. (f) In the event of the Redeveloper's noncompliance with the nondiscrimination clan oft this Section, o with any of the said rules, regulations orr days, the Agreement may bea canceled, terminated o suspended in whole orin part and the Redeveloper maybe declared ineligible for further Government contracts or federally assisted construction moderated in accordance with procedures authorized in Executive Order 11245 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided i Executive Order 11246 of September 24, 1965, or by rule, regulatiod or order of the Secretary of Labor, or as otherwise provided by law. (g) The Redeve Loper will include the provisions of Paragraphs (a) through (g) of this Section in every contract az purchase order, and will require the inclusion of these provisions 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 Scott= 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each such contractor, subcontractor o vendor, a the c may be. The Redevel- apeda an[z do r v s ase cont actwilCake chaM1 action with respect t Department fHousing contract, sub- contract or purchase odder as the Agency orathe c0epar[men[ of Hous idg add -19- Urban Development may direct a of enforcing such pro - eluding sanctions for n omplianceesprovided, however, that in the the Redeveloper bec s involved in, r is threatened with, litigatioevent with a subcontractors or vendor as a result of such direction by the Agency r the Department of causing and Urban Development, the Redeveloper nay request the United States to enter into such litigation to protect the in- terests of the United States. For the purpose of including such provisions in any construction contract, subcontract. or purchase order, a required hereby, the first three lines of this Section shell be changed to read "During the performance of this Contract, the Contractor agrees as fol- lows:", and the term 'Redeveloper shall be changed to "Contractor." SEC. 803. Provisions Not Merged With Deed. None of the provisions of the Agreement are intended to or shall be merged by reason of any deed transferring title to the Property from the Agency to the Redeveloper or any successor in interest and any such deed shall not be deemed to affect or impair the provisions and cove- nants of the Agreement. SEC. 804. Titles of Articles and Sections. Any titlen of the several parts, Articles and Sections of the Agreement are erted for convenience of reference only and shall be disregarded in construing o interpreting any of its provisions. -20- COdN'IMPARTS Tho Agreement is executed In three (3) counterparts, each of which shall con- stitute one and the same Instrument. IN WITNESS WHEREOF, the Agency has cussed the Agreement to be duly executed in It* name and behalf by its and its seal to be hereunto duly affixed and attested by its and the Redeveloper has caused the Agreement to be duly executed in its asme sed behalf by its President and Its corporate seal to be hereunto duly affixed by Its Secretary, on or as of the day first above written. URBAN RENEWAL AUTHORITY OF INS CITY OF EANCOR Attest: (Secretary) GARDEN HOMES ASSOCIATES, INC. �() de (President) P lepetE j BY ✓E-wwJ (free Iden[) Attest —. W (4erret ty"�j""� Approved: In city council Date: Council Order No.: