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Home My WebLink About1972-09-25 289-Z ORDER289-a Introduced by Councilor 8rountas, Sept. 25, 1972 CITY OF BANGOR (TITLE.) Vllrkra Approving.Proposed. Contract,.gor Sale of Land in the Kendusk q Stnwam U ban Renewal ProTect - Parcel No. GB -3 By the City Coumdd of His City OfBanyor; ORDERED, THAT, WHEREAS, the Urban Renewal Authority of the City of Bangor proposes to enter into a contract for the sale of parcel numbered GS -3 in the Kenduskeag Stream Urban Renewal Project with DEVELOPMENT ASSOCIATES TRUST; and WHEREAS, the said DEVELOPMENT ASSOCIATES TRUST has offered to pay the a= of Forty Two Thousand and 00/100 Dollars ($42,000.00) for said parcel, said price being the minimum approved price for said parcel as established by the Urban Renewal Authority and approved by the Department of Housing and Urban Development; and WHEREAS, under the provisions of Chapter 168 of the Private and Special Laws of Maine, 1957, as amended, City Council approval of all contracts for the sale of land within the project area is required; and WHEREAS, the Urban Renewal Authority has filed a copy of the proposed contract with DEVELOPMENT ASSOCIATES TRUST in the office of the City Clerk; NOW, THEREFORE, BE IT ORDERED THAT, the proposed contract on file with the City Clerk be and is hereby approved. . 2B Z RLCEIVED 1972 fEP 21 luy III,3 0RDER z CITY CLERK'S OFFICE True, MANE .4w, ContraC[, for. Sale of Land in Kend,Btieam,U,A, P[O�[ Pazcel No. GB-3 IN CITY COUNCIL Sept. 25, 1972 PASSED by the fallwing yes and no vote: Councilors voting yes: Introduced and filed by Ballon. Bigney, Brountas. Cohen, /f Gass, Mooney. Councilor uncrl votinged Eno: Henderson. nCil0 votinBaldaci, Needham. Councilawn TY CLEPK U. S. DEPARTRENT OF HOLISIRG AND URBAN DEVELOPL&W URBAN RENEWAL PBXEMPI PART I OF STANDARD FORd1 OF CONTRACT FOR SALE OF LAND FUR PRIVATE REDEVELOPAENT ----------- _________...... ________________--- __ PART I OF CONTRACT FOR SALE OF LAND FOR PRIVATE REDEVELOP.ENT By and Between URBAN RENEWAL AUTHORITY OF THE CITY OF INDOOR and DEVETOFMENT ASSOCIATES TRUST CONTRACT FOR SALE OF LAPD FOR PRIVATE REDEVELOPMENT AGREE91ENI, consisting of this Part I and Part I1 annexed hereto and made a Part hereof (which Part I and Part II are together hereinafter called "Agreement"), made On or as of the 20th day of Septionbet , 1$2, 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 the Private and Special Laws of the State of Maine. 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 Maine, and the Development Assoc area Trust, a real estate trust , sv¢strpgyayim organized and existing under the laws of the State of Maine (hereinafter called "Redeveloper'] and having an office for the transaction of business at 8 Harlow street in the City of Banner , County of Penobscot , and State of Mane , WITNESSETH, WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the Agency has undertaken a program for the clearance and reconstruction or rehabili- tation 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 "Project Area") located in the City; and WHEREAS, as of the date of the Agreement there has been prepared and approved by the Agency an urban renewal plan for the Project, consisting of the Urban Renewal Plan, dated May 20, 1964, and approved by the City Council of the City on June 22, 1964, by Order No. 79-H, as amended by Amendment No. 1 thereof, dated LIOY 19, 1966, and approved by such Council on June 13, 1966, by Order No. 135-T, and as amended by the Agency by Resolution dated August 25, 1964, Resolution No. 139, (which plan, as so amended, and as it may hereafter he 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")I and WHEREAS, in lieu of the Urban Renewal Plan, a Declaration of Restrictions has been recorded among the land records for the place in which the Project Area is situate, namely, in the Penobscot County Registry of Dead$, Volume 2152 , Page 367 ; 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 Goverment and the City have undertaken to provide and have provided substantial aid and assistance to the Agency through a Contract for Loan and Capital Grant dated December 23, 1964, in the case of the Federal Government and a Cooperation Agreement, dated July 10, 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 fff (which property as so described is hereinafter called 'Property") and to redev¢aop the Property for and in accordance with the uses specified in the 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 beet 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 assistedt WOW, THEREFORE, 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, PURCHASE 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 and pay therefor, the amount of Forty -TWO Thousand ------------------------Dollars (s 42,000.00 ), hereinafter called "Purchase Price", to he paid in cash or by certified check simultaneously with the delivery of the deed conveying the Property to the Redeveloper. SEC. 2. COMIEYAME 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 t0 all other conditions, covenants, and restrictions set forth or referred to elsewhere in the Agreement, oe subject to, no other restrictions (b) Time and Place for Delivery of Deed. The Agency shall deliver the Decd and possession of the Property to the Redeveloper on September 26 , 19j2, or as soon thereafter as reasonably possible. Conveyance shall be made at the principal 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 portion of such current taxes allocable to the land stall be apportioned between the Agency and the Redeveloper.as of the date of the delivery of the Deed. .0_ If the amount: of the current taxes en the Property Is not 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 such apportionment shall be subject to final adjustment within thirty (33) days after the date the actual amount of such current taxes is ascertained. (d) Recordation f 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 on the Deed, for which stamps in the proper amount shall be affixed to the Deed by the Redeveloper) for so record Ing the Deed. SEC, 3. CWD FAITH DEPOSIT (a) Amount. The Redeveloper has, prior to or simultaneously with the execution of the Agreement by the Agency, delivered to the Agency a good faith deposit of cash or a certified check satisfactory to the Agency in the amount of Twenty -One Hundred ------ _-------------- Dollars ($2100.00 ), 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 it. (b) Interest. The Agency shall be under no obligation to Pay or earn interest on the Deposit, but if interest is payable thereon such interest when received by the Agency shall be promptly paid to the Redeveloper. (c) Application to Purchase Price. In the event the Redeveloper is other- wise entitled to return of the Deposit pursuant to paragraph (e) of this Section, upon written request of the Redeveloper the amount of the Deposit if paid in cash or by certified check shall be applied on account of the Purchase Price at the time payment of the Purchase Price is made. .y_ (d) Retention by Agency. Upon termination of the Agreement as provided in Sections 703 and 704 hereof, the Deposit or the proceeds of the Deposit, if not theretofore returned to the Redeveloper pursuant to paragraph (e) of this Section, including all interest payable on such Deposit or the proceeds thereof after such termination, shall be retained by the Agency as provided in Sections 703 and 704 hereof. (e) Return to Redeveloper. Upon termination of the Agreement as provided in Section 702 hereof, the Deposit shall be returned to the Redeveloper by the 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 feancing 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; and (iv) A copy of the contract bond provided by the General contractor In connection with the aforesaid construction contractesbich bond shall be 1n a penal am equal to not less than ten percent (100) of the contract price under said construction contractf certified by the Redeveloper to be a true and correct copy thereof. .5. SEC. 4. TIi.1E MR WI:iMENCErtENT AND C01lFLETION OF IM1WROYEV!@NiS. The construction of the Improvements referred to in Section 301 hereof shall be commenced in any event within a ix ( 6) months after transfer of title to the Redeveloper, and, except as otherwise provided in the Agreement, shall be completed within eighteen (18) months after such date. SEC. 5, TINE 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 Outlie Specifications, pursuant to Section 301 hereof, shall be not later than fifteen � (15) days from the date of the Agreement. (b) Time r SupOission 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 Plans and Outline Specifications altered to meet the grounds of rejection. (c) Maximum Time for Submission of Preliminary Plans add Outline Specifica- tions. In any event, the time within which the Redeveloper shall subaft Preliminary Plans and Outline Specifications which conform to the requirements of Section 301 hereof and are approved by the Agency shall he not later than thirty (30) days after the execution of this Agreement. (d) Time r Agency Action n Preliminary Plans and Outline Snecificationk. Pursuant to Section 301 hereof, the Agency shall notify the Redeveloper of its approval or rejection of the Preliminary Plans and Outline Specifications witnin thirty (30) days of their submission, or any resubmission thereof as hereinbefore provided. (e) Time for Submission of Final Architectural d Specifications. The time within which the Redeveloper shall submit Final Architectural Plans and Specifications, pursuant to Section 301 hereof, shall be net later than chir_y -6. (30) days after the Preliminary Plans and Outline Specifications are approved, and in any event not later than eats -five (75) days after the execution of this Agreement. (f) Time for Submission of Corrected Final Architectural Plans and Snecif+cations. In the event of a rejection by the Agency of the Final Architectural Plans and Specifications, pursuant to Section 301 hereof, the Rdeveloper shall within thirty (30) days after the date the Redeveloper receives the written notice of such disapproval, resubmit the Final Architectural Plans and Specifications altered to meet the grounds of rejection. In any event, the time within which the Redeveloper shall submit Final Architectural Plana and Specifications which conform to the requirements of Section 301 hereof, and are approved by the Agency shall be not later than sixtv ( 60) days after the execution of this Agreement. (g) Time for Agency Action Final Architectural Plans and Specifications. Pursuant to Section 301 hereof, the agency shall notify the Redeveloper of its approval or rejection of the Final Architectural Plane and Specifications within thirty (30) days of their submission, or any resubmission thereof as hereinbefore provided. (h) Time for Submission of Evidence of Ecuity Captial and dbrtmage 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, as provided in Section 303 hereof, shall be not later than thirty (30) days after the date of written notice to the Redeveloper of approval of the Construction Plans by the Agency, or, if the Construction Plana shall be deemed to have been approved as provided in Section 301 hereof, after the expiration of thirty (30) 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 .T. 401 hereof, shall remain in effect from 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 Renewal Plan, an which date, as the case may be, such covenant shall terminate. SEC, i. NOTICES AND DEilANDS. A notice, demand, or other 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 (d) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 8 Harlow Street Bangor Maine and (ii) in the case of the Agency, is addressed to or delivered personally to the Agency at City Hall, Bangor, Maine, or at such other address wiS 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 As a condition of said conveyance, the Redeveloper hereby agrees that the Authority may at any time change the Urban Renewal Plar. and the Declaration of Restrictions in any manner so long as said changes do met adversely affect the use and enjoyment of the premises of the Redeveloper. BEC. 9. MODIFICATIONS OF PART II. The fallowing amendments and modifications are hereby made in the terms, covenants, and conditions forming Part II hereof2 -B- DEPARTMENT OF HOUSING AND URBAN DEVELOPEENT URBAN RENEWAL PROGRAM FEW AND CONDITIONS Parc II CONTRACT FOR SALE OF LAND FOR PRIVATE REDEVELOPMENT By and Be[veen URBAN RENEWAL AUTHORITY OF TM CITY OF BANGOR and DEVELOPHCOT ASSOCIATES TRUST ARTICLE I. PREPARATION OF PROPERTY FOR REDEVELOPMENT SEC. 101. Work To Be Performed by Agency. The Agency shall, prior to convey- ance of nvey- of the Property and without expense to the Redeveloper, prepare the Property for redevelopment by the Redeveloper in accordance with the Urban Renewal Pian and the Agreement. Such preparation Of the Property shall consist Of the following (unless the Agency end the Redeveloper 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 t0 the surface eleva- tion of the adjoining ground of all existing buildings, other structures and improvements on the Property, including the removal of all bricks, lumber, pipes equipment and other material, and all debris and rubbish re - salting 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 all walls, including foundation walls, t0 the surface elevation of the adjoining ground. (f) Breakin¢ Up Baa ant F1oo The breaking up of all basement or cellar floors sufficiently to permit proper drainage. p(d) Removal of Paving. The removal by the Agency or by the appropriate public body of all paving (including catch beside, curbs, gutters, drives, and sidewalks) within or on the Property. (e) Removal o£ Public @ilLW Linea. The removal o abandonment by the Agency or by the appropriate body Or pot lie utility company of all public utility lines, ins tal Lations, facilities, and related equipment within or on the Property. (f) Filling and Grading. Such filling, grading, and leveling of the land (but not including topsoil or landscaping) as will permit proper drainage and place the Property In a safe, clean, sanitary and nonhazardous condition. (g) Filling Materials. The filling of all basements or other excavations ex- posed , posed a result of the work performed by the Agency pursuant to this Settled, with noncombustible materiels to a level twelve (12) inches below the surface of the adjoining ground on all sides thereof. SEC. 102. Expenses. Income and Salvaze. All expenses, including current taxes, if any, relating t0 buildings or Other structures demolished or t0 be demolished i accordance with Section 101 hereof shalt be borne by, and all income or salvage re- ceived a cult of the demolition of such buildings r structures shall belong to the Agency. SEC. 103. Agency's Responsibilities for Certain Other Actions. The Agency, without expense the Redeveloper or assessmento claim against the Property and Prior to completion of the Improvements (orat such earlier time or times as the Re- developer a" the A3ency may agree in writing), shall, in 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 teplatting, resubdivision or oning of the Property, if accessary for the conveyance thereof to the Redeveloper. (c) Improvements of Reis ting Streets. The improvement (by the Agency or by the appropriate public baby) by resurfacing, rebuilding or new COastructiOn in accordance with the technical specifications, standards and practices of the City, of the existing streets, alleys, or other public rights -Cf - way (including catch basins, curbs and gutters, drive and curb cute, and - dmives between the property line of the Property and the public rights-of- way) abutting on the Property. (d) Construction and Dedication of New SCieets. The construction (by the Agency or by the appropriate public body), in accordance with the technical specifications, standards and practices of the City, and the dedication of all new streets, alleys and other public rights-of-way (including catch basins, curbs and gutters) abutting on the 3roperty. (e) Installation of Sidewalks. The installation (by the Agency or by the appropriate public body), in accordancewith the technical Specifications, standards and practices of the City, of public sidewalks along the front- age of the public streets abutting on the Property or within the rights- of-way lines of such public streets, together with sodding or seeding of any such public area between such aid ewalks 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), in accordance with the technical specifications, standards and practices by the City, of street lighting, signs, and fire hydrants in connection with all new streets abutting o the Property and to be constructed pursuant to this Section. (g) Installation of Public Utilities. The installation or Salutation (by the Agency or by the appropriate public body or PubllC Utility company) of such drains, water and gas distribution lines, electric, telephone and telegraph lines, and all other pub lir utility lines, installations and facilities as are necessary to be installed or relocated on or in connec- tion with the Property by r of the redevelopment contemplated by the Urban Renewal Plan and the development of the Property: Provided, that the Agency shall not be responsible for, ncr bear any portion of the cast of, installing the necessary n ary utility connections within the boundaries of the Property between the Improvements to be constructed on the Property by the Redeveloper and the water, sanitary sewer and storm drain maims or other public utility linea owned by the City or' by any public utility company within Or without such boundaries, or electric, gas, telephone, o other public Utility linea 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 conveyance of the Property provided for in the Agreement) any and all claims to awards of damages, if any, to compensate for the closing, ev cation, or change of grade of any street, alley or other public right-of-way within or fronting or abutting on, or adjacent to, the Property which, pursuant to subdivision (a) of -2- Section 103 hereof, is to be closed or vacated, orthe grade of which is to be changed, and shall upon the request of the Agencysubscribe 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 CP ACCESS TO PROPERTY SEC. 201. Right of Entry for Utilities Service. The Agency reserves for it- self, the City, and any public utility company, a may be appropriate,, the unquali- fied right to enter upon the Property at all reasonable times for the purpose of ing, maintaining, repairing c servicing the public utilities Located within d 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 Over Utility Easements. The Redevelo- per shall not construct any building or other structure or improvement on, within the boundary line of any a meat for public utilities describedo referred to in Paragraph (a), Section 2 of Part I hereof, unless such construction is provi- ded for in such a ant or has been approved by the City. If approval for such onstruction is requested by the Redeveloper, the Agency shalt use its beat efforts to assure that such approval shall not be withheld unreasonably. SEC. 203. Access to Property. Prior to the conveyance of the Property by the Agency to the Redeveloper, the A;ency shall permit representatives Of the Redevelo- per to have a to sty part of the Property as to which the A;ency holds title, at all reasonable times for the purpose of Obtaining data and making various tests concerning the Property n a o necessary to carry out the Agreement. After the con- veyance n veyance ofthe Property by the Agency to theRedeveloped, the Redeveloper shall permit the representatives of the Agency, the City and the United States of America access to the Property at all r ms reasonable times which any of them deenecessary for the purposes of the Agreement, the Cooperation Agreement, Cr the Contract for Loan and Capital Grant, including, but not limited to, inspection of all work being performed innection with the construction of the Improvements. No compensation shall be payable n shall any charge be made in any form by any party for the access provided for in this section. ARTICLE III. CONSTRUCTION PUNS; CONSTRUCTION OF IMPROVERENTS; CERTIFICATE OF COMPLETION SEC. 301. Plans for Construction of improvements. (a) Within fifteen ( 15) days after the execution of this Agree- ment, the Redeveloper shell submit to the Agency preliminary plane at a cele specified by the Agency and outline specifications prepared by the Architect, including a rendering. indicating surrounding buildings, all elevations and such perspectives as may be necessary to show the archi- tectural character of the improvements, for all of the improvements to be constructed by it on the Property inordance with the Site Plan, the Plan, the Application, the Project and this Agreement. The Agency shall review and approve or reject such preliminary plane and specifications and shall promptly notify the Redeveloper of its -3- (b) (c) approval o rejection i writing, setting forth in detail any grounds for rejections If n0 grounds of rejection are delivered in writing to the Redeveloper within thirty (30) days after the submission of the prelimin- ary plans and outline specifications, or any xesubmissfon thereof as here- inafter provided, such plans and specifications shall be deemed approved. In the event of a rejection, the Redeveloper shall, within thirty (30) days after the date the Redeveloper receives the Written notice of such rejection, resubmit the preliminary plansand outline specifications al- tered to meet the grounds Of rejection. The resubmission shall be sub- ject to the review and approval of the Agency in accordance with the pro- cedure hereinabove provided for an original submission, until preliminary plans and outline specifications shall be approved by the Agency; provided, however, that the Redeveloper shall submit preliminary plans and outline specifications which meet the requirements of this subsection and the approval of the Agency within forty-five (45 ) days after the execution of this Agreement. Within thirty (30 ) days after the preliminary plana and outline specifications are approved, or deemed approved, by the Agency, and in any ens within a easy -five (75 ) days after the execution of this Agree - t, the Redeveloper shell submit to the Agency final architectural plans and specifications prepared by the Architect and in conformity with the previously approved preliminary plana 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 is accordance with the r and approval Bet procedure a t forth In subsectionla) hereof; provided, however, that the Aedevelopershall submit final architectural plana and specifications which meet the requirements of this subsection and the approval of the Agency within seventy-five (]5 ) days after the execution of this Agreement. The Redeveloper shall not apply for a building permit for the construction Of the Improvements to be erected on the Property without the prior cer- tification otheAuthoritythat the work to be done or completed is in aordance with the final architectural plane and specifications approved by the Agency in accordance with the provisions of this Agreement. No work shall be done an the construction of the improvements to be erected n the Property unless such work conform; i every respect t suchapproved final architectural plans and specifications, except and Only t0 the extent that modifications thereof have been requested by the Redeveloper in writing and have been approved in writing by the Agency, and except that such plana and specifications may be modified from time to time by the Redevelopera cting alone, provided the plana and specifications a 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 fail to comply with the foregoing requirements, the Agency may, within a reasonable time after discovery thereof by the Agency, direct in Writing that the Redeveloper so modify or reconstruct such portion or portions of the Improvements erected or being erected on the Property as are not i conformance with thes approved final architectural plan and t specifications o any approved modifications thereof, as to bringthem into conformance therewith. The Redeveloper shall promptly comply With -4- ouch a directive, and shall not proceed further with construction of the Impro ents until such directive i complied with. Any delays - pletiou of the Improvements. resulting from such unapproved modification or reconstruction shall not be a ground for the extension of the time limits Of Construction On the Property as provided for in Section ]0] Of Parc II 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 plane and specfEfcctLens SO Submitted. SEC. 303. Evidence of Equity Capital and Mortgage Financing. As promptly a possible after approval by the Agency of the Construction Plana, and, in any event, o later than the time specified therefor in Paragraph (a), Section 5 of Part i hereof, the Redeveloper shall submit to the Agency evidence satisfactory to the Agency that the Redeveloper has the equity capital and c mmitments for mortgage financing necessary for the construction of the Improvements. SEC. 304. Approvals of Construction Plane and Evidence of Financing As Con- ditions Precedent to Conveyance. The Submission of Construction Plans and their approval by the Agency as provided in Section 301 hereof, and the submission of evidence Of equity Capital and coomitmenLS for mortgage financing as provided i Section 303 hereof, are conditions precedent to the obligation of the Agency to convey the Property tothe Redeveloper. SEC. 305. CosmeneemaRL and Completion of Construction of Improvements. The Redevelopex agrees for itself, its a sore and assigns, and every sucssor in interest to the Property, or any part thereof, and the Deed shall containcecovenants n the part Of the Redeveloper for itself and such succesaorB and assigns, that the Redeveloper and such a and assigns shall promptly begin and diligently Prosecute to completiontheredevelopmentof the Property through the c nstruct Lon 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 :he Deed shall so expressly provide, that such agreements and covenants shall be c - ants running with the Land and that they shall, in say event, and without regard o technical classification or designation, legal or 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 its successors and assigns Co or of the Property or any part thereof or any interest therein SEC. 306. Progress Reports, Subsequent to conveyance of the Property, or any part thereof, c0 the Redeveloper, and until construction Of the Improves has been completed, the Redeveloper shall make reports, in such detail andattimes as may reasonably be requested by the Agency, as to the actual progress of the Re- developer with respect to such construction. SEC. 307. Certificate of Completion. (a) Promptly after completion of the Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Redeveloper -5. to construct the Improvements (including the dates for beginning and completion thereof), the Agency will furnish the Redeveloper with an appropriate instrument so certifying. Suchs ertification by the Agency shell be (and it shall be o pro- vided in the Deed andin 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 Redeveloper, and its assigns,ovsuccessors and to construct the Improvements and the dates for the beginningandscomple- tion thereof; Provided, that if there i upon the Property a mortgage insured o held o Owned by the Federal Housing Administration and the Federal Rousing Admin- istration have determined that all buildings constituting a part of the Im- provements and covered by such mortgage are, in fact, substantially completec in accordance with the Construction Plana and are eady for occupancy, then, in such ant, the Agency and the Redeveloper shall accept the determination of the Federal Housing Administration as to such completion of the construction of the Improvements in accordancewith the Construction plans, and, if them other agreements and rates - ants in theAgreement ent obligating the Redeveloper in respect of theconstruction and completion of theimprovements have been fully satisfied, the Agency shall 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 8 mortgage, or any Insurer of a mortgage, securing money loaned to finance the Improvements, r say part thereof. (b) With respect to such individual parte or parcels of the Property which, if so provided to Part I hereof, the Redeveloper may convey or lease as the Improve- ments o be constructed thereon a completed, the Agency will also, upon proper completion of the Improvements relating to any such part or parcel, certify to the Redeveloper that such Improvements have bee 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 orparcelpursuant to the authorization herein contained shall not (because of such purchase or lease) incur any obligation with respect to the construction of the Improvements relating to such part or parcel r to any other part or parcel of the Property; and (2) that neither the Agency n0 r any other party shall thereafter have or be entitled to ex with respect to any such individual part or parcel so sold (or, in the case of lease, with respect to the leasehold interest) any rights or remedies ormy that It y otherwise have or be entitled toexercise with respect to the Property a result of a de- fault in or breach of any provisions of the Agreement or the Deed by the Redevelo- per or any successor in Interest o sign, unless (l) such default or breach be by the pruchaserorlessee, or any successor 1n interest t rsign of such individ- ual part or parcel with respect to the c [sola contained and referred to in Section 401 hereof, and (i£) the right, remedy or control relates to such default or breach. (c) Each certification provided for in this Section 307 shall 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 shall refuse or fail to provide any certification in accordance with the provisions of this Section, the Agency shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written State- ment, indicating in adequate detail in what respects the Redeveloper has failed to complete the Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and whatmeasures or ante it will be ntary, in the opinion of the Agency, for the Redeveloper to take or perform in order to ob min such certification. -6- ARTICLE IV. RESTRICTIONS UPON USE OF PROPERTY SBC. 401. Restrictions on Use. The Redeveloper agrees for itself, and its and assigns, and every a interest to the Property, o any part there e v certain co in x pax[ thereof, a and the Deed spall contain cw eats he the part she Redeveloper succes- sorsitself, and such successors and assigns, errs[ the Redeveloper, and such erccee- .or. and assigns, fneucce (a) Devote the Property to and only to and inaccordance With the us as specified in the Declaration of Restrictionsand (b) Not discriminate upon the basis of race, color, creed o national origin n the sale, lease o ental or in the use cupancy of the Property or any improvements erected or to be erected thereon, or any pa[[ thereof. SEC. 402. Covenants: Binding Upon Successors in Interest' Period of Duration. IC is intended and agreed, and the Deed shall so expressly provide, that the agree- ments and covenants s provided in Section 401 hereof shall be c running with the land and thatthey shalt, 1 say event, and without regardtotechnicalclassi- fication or designation, legal or otherwise, and except 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 to the Property, a any part thereof, er lano x any parC Areaand the ow of any ether land r(oreq any ingress restrictions e such land) In the ProDeclaration ec fart Area f ichRes is subtions, Co the Unit a States (in the and ref tract tone of thepro ided in sub of subdivision Restrictions, and the United f), against (fn the c of the covenant successors in subdivision (b) of Section 401 hereof), st tot Che Redeveloper, its and assigns in and every s n intparty in to the Proion or or any Part thereof o any part the eof. Kean any patty in possession agreed ed occupancy of the Property o any part thereof. Ic if further intended and ereof that rtheem inagree- ment and covenant pe period of tl me surd iv inion (a) to Section if ed hereof shall remain In effect for the period re time, a until the date, specified o covenant to in Section 6 of Part t hereof (ac which time such provided in subdivision and c anb shall cerman- ate) and that the ein incf and < rents pzwided is totme(b) de Section Loc hereof shall team in in effect without bebinding ling cation ea de efine: itself, a that such agreements and covenants shall be binding on athert thereof, an itself, each successor in interest to the Propertrespectively, and every par[ eriod as and ea ch party in possession occupancy, especbi inter only for such period a cch e Percy shell have title f. o interest i or possession or occupancy of, she Property us or Paz[ ing sof. vThe isions o specified in the Plan, or Rene Wal Plan" and doth u referring to ncludeithe of d andrbanall Renewal ho , and o henguage, in the Agreement shall include the Urban Retl all building, housing, and other r quazemenea OS restrictions of the Urban Renewal Plan pertaining Co such land. e SEC. 403. Agency and United States Rights to Enforce. Io amplification, and not in 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 provided In Section 401 hereof, and the United States shall be deemed abeneficiary of the covenant provided in subdivision (bj of Section 401 hereof, both for and in their orits owright and also for the Purposes of protecting the interests of the community and other patties, public or private, in whose favor or for whose benefit such agreements and covenants have -7- been provided. Such agreements and covenants shall (and the heed shall so state) run n favor of the Agency and the United States, for the entire period during which such agre and c r covenants shall be n forceand effect, without regard to whether the Agency or the United States has at any time been,remains, or is aowner of any land o interest therein to or in favor of which such agreements andG ants relate. The Agency shall have the right, in the event of any breach of any such agreement o covenant, and the United States shall have the right in the event of any breach of thecovenant ant provided i a subdivision (b) o£ Section 401 hereof, to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curl g of such breach of agreement or ant, to which it or any other beneficiaries of such agreement or ant my be entitled, but nothing herein contained shall obligate the Agency to institute or prosecute such curative action. SBC. 4U4. Advertising. The Redeveloper agrees for itself, its successors end soigne, that during construction and thereafter the Redeveloper, and Its s and assigns, shall include i all advertising for the sale o ental of the Property statement to the effect (a) that the Property is open to all persons without dis- crimfnaeion on the basis of race, color, creed o nal Origin and (b) that there shall be no discrimination in public access and useofthe property to the extent that it is open to the public. ARTICLE V. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER SEC, 501. Representations as to Redevelopment. The Redeveloper represents and agrees that its purchase of the Property, and Its othar 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 aids 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 Redeveloperoof a t substantial pax thereof, any other act er transaction i valving or resulting in significant change in the ownership or distribution of such stock or with respect to the identity of the parties in 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, and its stockholders, are of par- ticular concern to the community and the Agency. The Redeveloper further recognizes that It is because of such qualifications and identity that the Agency is entering ring into the Agreement with the Redeveloper, and, r o doing, is further willing to rept 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 bond or similar undertaking for such performance of all undertakings and covenants in the Agreement. -8- SEC. 502. Prohibition Against Transfer of Shares of Stock; Binding Upon Sto:k- helders Individually. For the foregoing reasons, the Codeveloper represents and - agrees for itself, its stockholders, and any successor n interest of itself and its stockholders, respectively, than Prior to completion of the improvements a cer- tified by the Agency, and without the prior written approval of the Agency, (a) there shall be no transfer by any party owning 30 per cent ormore of the stock in the Redeveloper (which term shall be deemed for the purgosesof this and [elated pro- visions to include suin interest of such stock o any part thereof or in- terest therein), (b)n sshallany such Owner suffer any such transfer to be made, (c) n Shall there be or be Suffered to be by the Redeveloper, or by any ow of [ 10 per cent o o e Of the stock therein, any other similarly significant change is the ownership of such stock or in the relative distribution thereof, or with respect to theidentity of the parties in control of the Redeveloper Or the degree thereof, by any oche[ method o whether by increased capitalization, merger with pother corporation, corporate or other amendments, i of additional o stock or classification of stock r o 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. SEC. 503. Prohibition Against Transfer of Property and Assignment of Agreement. Also, for the foregoing reasons the Redeveloper represents and agrees for itself, and its successors and assigns, s that: (a) Except only (1) by way of security fez, and only for, (1) the purpose of obtaining financing necessary to enable the Redeveloper or any successor in interest to the Property, o any part thereof, to perform eits ob- ligations with respect to making the Improvements under the Agree- ment, and (ii) any other purpose authorized by the Agreement, and (2) as to any individual parts or parcels of the Property on which the Improvements to be constructed thereon have been completed, and which, by the texas of the Agreement, the Redeveloper i authorized to convey or lease as such Improvements are completed, the Redeveloper (except as so authorized) has not made or created, and that is will not, prior to the proper completion of the Improvements as certified by the Agency, make or create, orsuffer to be made o ted, any total or partial sale, assign- ment, conveyance, or lease, or any trust or power, or transfer i any other mode or form of o with respect to the Agreement or the Property, o any part thereof or any interest therein or any contract or agreement to do any of the same, without the 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 completionof c - struntion of the Improvements, the %¢developer may, enter into any agreement to sell, left otherwise transfer, after the issuance of such certificate, the property or any part thereof or interest therein, which agreement shall not provide for payment of or on account of the purchase price or rent for the Property, or the part thereof or the interest therein to be no transferred, prior to the issuance of Such Cextiff- cane. (b) The Agency shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval then; -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 inatrument In writing satisfactory to the Agency and in form recordable among the land records, shall, for itself and i and assigns, and expressly for the benefit of the Agency, chave rexpressly assumed all of the obligi- 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, in the event the transfer is of Or 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 B 1n interest whatsoever t0 the Property, any part thereof, shall, whatever the reason, not have a med such obligations o agreed, shall not (unless and only to the extent otherwise specifically provided in the Agreement oagreed to in writing by the agency) relieve o except such transferee or of or from such ob- ligations, conditions, o estricticau, or deprive or limit the Agency of or with respect to any rights or mediea or controls With respect to the Property or the construction of thImprove- ents; 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 answer 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, or any interest therein, however conscasated O rring, and whetber voluntary or involuntary, shall operate, legally or practically, to deprive or limit the Agency of or with respect to any right$ or medio controls provided in o resulting m from, the Agreement pea with respect tothe Property and thee construction of the Improve- 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 effecting transfer; 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 am its behalf shall not exceed an acunt representing the actual coat (including carrying charges) to the Redeve Loper of the Property (or allocable to the part thereof or interest therein transferred) and the Imptweents, if any, theretofore made 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 those referred to in subdivision (2), Paragraph (a) of this Section 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 -10- is not c celed), the Agency shall be entitled to increase the Put - chase Price to the Redeveloper by thea amount that the consideration payable for the assignment OI transfer iis in excess Of the amount that my be authorised pursuant to this subdivision (4), and such consideration shall, to the extent it is in excess of the amount so authorized, belong to and forthwith be paid to the Agency. (5)- The Redeveloper and its transferee snail Comply with such other conditions as the Agency may find desirable in order to achieve and safeguard the purpocas 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 ofits 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 Redeve Loper agrees Chat during the period between execution of the Agreement and com- pletion 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 or any Of its officers have been notified or Otherwise have knowledge or information and (b) the Redeveloper shall, at such time or Cines e the Agency may request, fuegqish the Agency with a complete statement, subscribed w and sworn t0 by the President dr 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 'nave a beneficial interest to such stock their n and the extent of such interest, all as determined orindicated by the records of the Redeveloper, by specific inquiry made by any such officer, of all par- ties who on the basis of such records own 10 per cent or� of the stock in the r Redeveloper, and by such other knowledge o information as such officer shall have. Such lista, data, and information shall in any event be furnished the Agency famndf- tely prior to the delivery of the Used to the Redeveloper and as a condition pre- cedent thereto, add annually thereafter on the anniversary of the date of the Dead until the issuance ofa Certificate of completion for all the Property. ARTICLE VI. MORTGAGE FINANCING: RIGHTS OF MORTPAGEES SEC. 601. Limitation Upon Encumbrances of Property. Prior to the completion of the Improvementa, as certified by the Agency, neither the Redeveloper nor any suc- cessor n 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 upon the Property, whether by express agreement or operation of law, or suffer any encumbrance r lien to be made on or attach to the Property, except for the purpose of obtaining (a) funds Only to the extent necessary for making the Improvements and (b) such ad- ditional funds, if any, in amount not toexceed the Purchase Price paid by the Re- developer to the Agency. Me Redeveloper (oz successor in interest) shall notify the Agency in advance of any financing, secured by mortgage of other similar lien instru- ment, it proposes to eater into with respect to the Property, or any part thereof, -11- and in any event it shall promptly notify the Agency of any encumbrance or lien that has been created o attached to the Property, whether by voluntary act of the Redeveloper o otherwise. For the purposes of such mortgage financing as may be made pursuant to the Agreement, the Property may, at the option of the Redeveloper (or successor in interest), be divided into several parts 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. SRC. 602. Mortgagee Not 061igated to Construct. Notwithstanding any of the pro- s of the Agreement, including but not limited to those which area inten- ded rtobe c running with the land, the holder OE any mortgage by the Agreement(includingany such Folder who Ob Caine title to the Property or any part thereof as a result of foreclosure pro eedings, or action in lieu ehexeof, but not including (a) any other party who thereafter obtains title to the Property or such part from or through such holder or (b) any other purchaser at foreclosure sale other than the holder of the mortgage itself) shall is no wise be Obligated by the Or provisions Of the Agreement to construct o complete the Improvements o O guarantee such construction O completion; n shall any covenonL or any Other provision in the Deed be construed to a0 obligate such holder; Provided, that nothing in this Section Or any other5ectlon or provision of the Agreement shall be deemed or construed to permit orauthorize any such holder t0 devote the Property o any part thereof to any or to construct any improvements thereon, 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 ore ants under the Agreement, .he Agency shall at the same Lime forward a copy Of suchnoticeOr 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 Sectton 603 hereof, each such holder shell (insofar as the tights of the Agency a concerned) have the right, at its option, to c remedy such breach O re touter axe to xe x default (or such bteits or default and the extent cost it thereof to the part of the Property covered by its mortgage) and LO aha the coat teeter£ to the mortgage debt and the lien ett its mortgage: provided, that it the breach of default Is with re- spect- other to seconstruction Of the Improvements, deemed contained in thisauthorize Section h O any Other section of the Agreement shall be deemetl to lieu the a uto unde take Folder, either before o after or complete o n in lieu hereof, to the eaten o time the a or protionect o completion or cone Improvements (beyond the extent necessary to c r protect Improvements manta o Agency, by writ emade) without satisfactory hav- ingfirst he Agency, assumed the obligation nn the Agency, by written agreeAgreement, the Improvement$ o the Agency, to complete, in the manner provided in the Agreement, ehe Iderorelates n the Property or the pare thereof to complete the lien of title of such holder relates. Any pplM1 holder who shall properly complete Lhe Improvements relating to the Agency, to or applicable parr thereof shall tion be encs Glee, written h effect made he the ereprov de section 3fon o certifications by the Agency to such efface fn the banner requested ed inSection holds 30] of the Agreement, t, and any such s or rights w shall, ec a treca ted by such holder, and provide that any remedies het rights mthe respect t recapture be oreversion e eating Of title Loathe Codeveloper that the Agency shall have litres o be entitled to because of failure of the Redoeioper or any successor in interest CO -12- the Property, ora any part thereof, to c remedy any default with respect to the construction of the Improvements o otherpartsor parcels Of the Property. or be- cause any Other default in or breach of the Agreement by the Redeveloper or such Shall not apply to the part or parcel of the Property to which such cer- tification relates. SEC. 605. Agency's option to Pay Mortgage Debt or Purchase Property. In any where,subsequent to default of breach by the Redeveloper (o[[ in in- terest) under the Agreement, the holder of any mortgage on the Propertyor part thereof (a) has, but does not exercise, the option to construct o complete the Im- ptovements relatfno tothe Property or part thereof covered by its mort- gage or to which it has obtained title, and such failure continues for a period of Sixty (60) days after the holder has been notified or ia- formed of the default or breach; or (b) undertaken construction or completion of the Improvements but does not complete such construction within the period as agreed open 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 (60) days after written demand by the Agency no to Jou the Agency Shall (and every mortgage instrument made prior to completion of the Im- provements with respect to the Propertybyhe Redeveloper at ninterest shall no provide) have the option of paying to the holder the a of the mortgage debt and securing 8nassignment Of the mortgage and the debt secured thereby, or, in the event Ownershipof the Property (or part thereof) has vented in such holder by way of foreclosure or action in lieu thereof, the Agency Shall be entitled, at its option, to a conveyance to it of the Property or part thereof ( as the case may be) upon Payment to =uch holder of an amount equal to the a of: (i) the mortgage debt at the time of foreclosure of action in lieu thereof (lens all appropriate credits including those resulting from collection and application of rentals and other ia- ceived during foreclosure proceedings); (11) all expenses with respect to the funeclosureg�' (iii) the net expense, if any (exclusiveof general overhead), incurred by such holder in and e a direct r cult Of the Subsequent management of the Property; (iv) the costs of any Improvements made by such holder; and (v) an amount equivalent to the interest that would have accrued ued on the aggregate of such amounts had all such emanate became part Of the mortgage debt and such debt had continued in existence. SEC. 606. Agency's Option to Cure ROrtgage Default. In the event of a default r breach prior to the completion of the Improvements by the Redeveloper, orsuc- cessor sv - ninterest, in Or Of any of its obligations under and to the holder of say mortgage or Other instrument creating a ncumbrance o lien upon the Property or part thereof, the Agency may at its option cure such default OC breach, i which c the Agency shall be entitled, i addition to and without limitation upon any other tights or remedies to which it shall be entitled by the Agreement, operation Of law, Or otherwise, to reimbursement from the Redeveloper o of all costs and expenses incurred by the Agency i curing suchdefaultor breach and to a lien upon the Property (or the part thereoftowhich the mortgage, encumbrance, o lien reLetas) 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 mortgagee on the Property authorized by the Agreement. -13- SEC. 607. Mortgage and Holder. For the purposes of the Agreement: The term "mort- gage" shall include a deed of trust o other inStrument creating a encumbrance or lie n upon the Property. any part thereof, as security for a loan. The term "holder" in reference to mortgage shall include any insurer or guarantor of any obligation orondition secured by such mortgage or dead of trust, including, but not limited Co, the Federal Housing Commissioner, the Administrator of Veterans Af- faire, and any successor in office of either such official. ARTICLE VII. REMEDIES SEC. 701. In General. Except as otherwise provided in the Agreement, in the ant of any default i r breech of the Agreement,any of its terms o enditicna by either party hereto, o a any s osuch party, such party (ox or) shall, upon written notice from theother, proceed inmrediarely to cure oremedy such default or breach, and, t 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 aggrie- ved party may institute such proceedings as may be accessary or desirable in its opinion to cueand remedy such default or breach, including, but not limited to, 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 n the modest and condition and by the date provided in the Agreement,and any such failure shall not be cured within thirty (30) days after the date of written demand by the Redeveloper; or (b) the Redeveloper shall, after preparation of Construction Plans satisfacoemy to the Agency, furnish evidence satisfactory to the Agency that it has been unable after and despite diligent effort for a period of sixty (60) days after approval by the Agency of the Construction Plana, to obtain mortgage financing for the construction of the rnprovements on a basis and on terms that would generally be considered satisfactory by builders - or contractors for improvements of the nature, and type provided in such Construction Plane, and the Redeveloper shall, after having submitted such evidence and if so requested by the Ajency, continue to make diligent ef- forts to obtain such financing for a period of sixty (60) days after such request, but without success, then the Agreement shall, at the option of the Redeveloper, be terminated by written notice thereof to the Agency, and, except with respect to the return of the Deposit as provided in Paragraph (e), Section 3 of Part I hereof, neither the Agency nor the Redeveloper shall have any further rights against or liability to the other under the Agreement. SEC. 703. Termination by Aeencv Prier to Conveyance. In the event that (a) prior t0 conveyance of the Property to the Redeveloper and in violation of the Agreement (i) the Redeveloper (or any successor interest) assigns or attempts to assign the Agreement or any rights therein, or in the Property, or -14- (ii) there is any change in the ownership or distribution of the stock of the Redeveloper or with respect to the identity of the parties in control of the Redeveloper 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 farm, and in the manner and by the dates re- spectively provided In the Agreement therefor; or (c) the Redeveloper does not pay the Purchase Price and take title to the Property upon tender of conveyance by the Agency pursuant o the Agienc and if any default or failure referred to in subdivisions (b) and (a)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 rights of the Redeveloper, or any assignee r transferee, in the Agreement, or arising therefrom with respect to the Agency or the Property, shall, at the option of the Agency, be terminated by the Agency,nwhich event, provided in 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 o n rcupment whatsoever, and neither the Redeveloper (or assignee o2 transferee) r the Agency shall have any further rights against or liability to the other under the Agreement. C SSC. 704. Revesting Title in Agency Thooft HaRRenina of Event Subsequent vo Redevelov In the event that subsequent to conveyance veyan of the Property or any part thereof to the Redeveloper and prior to completion ofthe improvements as certified by the Agency (a) the Redeveloper (or successor in interest) shall default i violate its obligations with respecttothe 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, o remedied within three (3) months (six (6) months, if the default is wi ch aspect to the date for completion of the Improvements) after written de- mand by the. Agency so to do; or (b) the Redeveloper (or ir in interest) shall fail to pay real estate taxes o assessments on ther Property o any part thereof when due, o shall placethereon any encumbrance rlienuuthorized by the Agre ment, or ¢lull suffer any levy o attachment to be made o any ma terialmenes or mechanics' Lien n any other nas uthirired encumbrance it lien to attach, and such taxes or assessments entsshall not have been paid or the encumbrance r lie rowed or discharged or provision satisfactory to the Agency made 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 transfer of the Property or any part thereof, or any change in the ownership or distribution of the stock of the Redeveloper, with respect to the identity if the parties In control of the Redeveloper or the degree thereof, and such violation shall not be cured within sixty (60) days after written demand by the Agency to the Redeveloper, -15- then the Agency shall have the right to re-enter and take possession of the Property and to terminate (end revest In the Agency) the estate conveyed by the Deed to the Redeveloper, it being the intent of this pro together with other provisions of the Agreement, that the conveyance of the Property to the Redeveloper shell be made upon, and that the Ned shall contain, a condition subsequent to the effect that in the event 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, violation or ocher action r inaction, within the petted and in the manner stated i such subdivisions, the Agency at its option my declare a termination in favor of the Agency of the title, and of all the rights and interests in and to the Property con- veyed - veyed by the Deed to the Redeveloper, and that such title and all rights and inter- ests the Redeveloper, and any a signsor n in[ and in the Property, shall revert to the Agency: Provided, that such condition subsequent and any revesting of title as a result thereof in the Agency (1) shall always be subject to and limited by, and shall not defeat, vender valid, or limit in say way, (i) the lien of any mortgage authorized by the Agreement, and (ii) any rights or interests provided in the Agreement for the protection of the holders of such mortgages; and (1) 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- pm ments to be constructed [hereon have been completed i accordance withn the Agre 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, puxauant to its responsibilities under State law, use its beet efforts to resell the Property or par[ thereof (subject to such mortgage liens and leasehold interests as in Section 704 set forth and provided) as soon and in such manner as she Agency shall find feasible and consistent intent with the objectives of such law and of the Urban Renewal Plan to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligation of making o correlating the Improvements or such other Improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for such Pro- perty or part thereof in the Urban Renewal Plan. Upon such resale of the Property, 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 costa and expenses Incurred by the Agency, including but not limited to salaries of personnel iv< ection with the recapture, man- agement - agement and resale of the Property ov part thereof (but lean any ince derived by the Agency from the Property or part thereof in c oectfon with such management); all [axes, assessments and w s and s charges with aspect to the Property or partthereof (or in the event the Property i exempt from taxation or assessment such charges during the period of ownership thereof by the Agency, a amount, if paid, equal to such taxes, assessments or charges (as determined by the City assessing official) a would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens exist- ing on the Property or part thereof at the tine of revesting of title -16- thereto in the Agency or to discharge or prevent from attaching or being made any subsequent encumbrances on liens due to obligecimu, defaults o acts of the Redeveloper, its successors r 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 cuing the Agency by the Redeveloper and its succes- sor$ Or transferees; and (b) Second, to reimburse the Redeveloper, its a r transferee, up to thea unc equal to (1) the sum of the purchase price paid by it for the Property (or allocable to the part thereof) and the cash actually imested by it in making any of the Improvements on the Property or part [hereof, less (2) any gains or income withdrawn or made by it from the Agreement or the Property. Any balance remaining after such reimhruaementa shall be retained by the Agency as its property. SEC. 706. Other Rights and Remedies of Agency The Agency shall have the 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 file among the public land records in the office in which the Deed is recorded a written declaration of the termination of all the right, title and interest of the Redeveloper, and (except for such individual parte or parcels upon which construction of that pare of the improvements required to be constructed there- on has been ompleted. Inordan a with the Agreement, and for which a certificate Of completion as provided in Section 307 hereof to to be delivered, and subject to such mortgage liens and leasehold Interests as provided in Section 704 hereof) its successors in Interest and assign, in the Property, and the x vesting of title thereto in the Agency: Provided, that any delay by the Agency in instituting or pro- curing any such actions or proceedings or otherwise asserting Its rights under this Article VII stall act Operate as a waiver of such rights Or o deprive it of or limit such rights in any way (it being the Intent of this provision that the Agency should not be constrained (so s to avoid the risk of being deprived of or limited in the exercise of the remedy provided In this Section because of Concepts of waiver, laches or otherwise) to exercise such remedy at a elms when it may still hope otherwise to solve the problems created by the default involved); nor shall any waiver in 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 aspect to any other defaults by the Redeveloper under this Section or with respect to the particular default except to the extent specifically waived in writing. SEC. 707. Enforced Delay in Performance for Causes Beyond Control of For the purposes of any of the provisions of the Agreement, neither the Agency nor the Redeveloper, as the case may be, no any successorin interest, shall be Con- sidered in breach of or default in its obligationswithrespect to the preparation of the Property for redevelopment or the beginning and completion of construction of the Improvements or progress in respect thereto, in the event of enforced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault a negligence, including, but not restricted to, acts of God, ac to of the public a emy, acts of the Federal Goverment, act& of the other party, firma, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually -17- severe Bather or delays of subcontractors due to such ca 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 far performance of the obligations ofthe agency with re- spect to the preparation of the Property for redevelopment orof the Codeveloper with e aspect to construction of the Improvements, as the c maybe, shall be extended for the period of the enforced delay as determined bythe Agency: Provided, that the party seeking the benefit of the provisions of this Section shall, within ten (10) days after the beginning of any such enforced delay, have first notified the other party thereof in writing, and of the c 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 the Agreement, shell be c - lative and the exercise by either party of any one or more of such remedies shall t preclude the exercise by it, at the s r different times, of any other such remedies for the same default or breach or of any of its remedies for any other de- fault of breach by the other party. No waive made by either such party with respect to the performance, o r r time thereof, o any obligation of the other party or any condition to its owwnobligation under the Agreement shall be considered a waiver of any rights of the party making the w with respect to the particular obligation of the other party or condition to waiver sewn obligation beyond those expres- sly waived in writing and to the extent thereof, of a waiver any respect I re - Said to any other rights of the party making the waiver or any other obligations of the other party. SCC. 709. Party In Position of Surety With Respect to Obligations. The Reds- veloper, for itself and its successors and assigns, and for all other persons who are r who shall become, whether by express or implied assumption or otherwise, liable upon or subject to any obligation or burden under the Agreement, hereby waives, to the fullest extent permitted by law and equity, any and all claims o defenses otherwise or whether by agreement or operation of law, including, without limitation on the generality of the foregoing, any and all claims and defenses based upon extension of time, indulgence of modification of terms of contract. ARTICLE VIII. MISCELLANEOUS SCC. 801. Conflict of Interests; Agency Representatives Not Individually Liable. No member, official or employee of the Agency shall have any personal in- terest, direct or indirect, in the Agreement, nor shall any such member, official or employee participate in any decision relating to the Agre ent which affects his per ¢ nal int x the interests of any corporation, partnership o n n ociatio which he is,directly or indirectly, interested. No member, official or employee of the Agency shall be personally liable to the Redeveloperrany successor in inter- n the eventof any default or breach by the Agency or for any amount which may become due to the Redeveloper or successor or an any obligations under the terms of the Agreement. SBC. 802. Equal Employment Opportunity. The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Improvements pro- vided for in the Agreement. -18- (a) The Redeveloper will not discriminate against any employee or applicant for employment because of race, creed, color or national origin. The Re- developer will take affirmative action to ensure that applicants are em- pLoyed and that employees are treated during employment without regard to their race, creed, color o national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion o transfer; recruitment or recruitment advertising; layoff or termination rates Of pay c o other forms of compensation; and selection for training, including apprenticeship. The Redeveloper agrees to post i conspicuous places available to employees 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 employees placed by or on behalf of the Redeveloper, state that all qualified appli- ante will receive consideration for employment without regard to race, creed, color or national Origin. (c) The Redeveloper will send to each labor a representative Of workers with which the Redeveloper has a collective bargaining agreement or other contract or understanding, a notice, to be provided, advising the tabor unionrworkers'representative of the Redeveloper commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and ap- plicants for emp loyment. (d) The Redeveloper will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. (e) The Redevelopez will furnish all information and reports required by Execu- tive Order 11246 of September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor or the Secretary of Housing and Urban 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 ompliance with the nondiscrimination r clauses Of this Section, a withany of the said rules, regulations or or- ders, the Agreement may bea canceled, terminated or suspended in whole Or in part and the Redeveloper maybe declared ineligible for further Government contracts or federally assisted construction contracts i accordance with proceduresauthorized in Executive Order 11246 of September 24, 1965, sea such ether sanctions may be imposed and remedies invoked as provided i Executive Order 11246 of September 24, 1965, or byrule, regulation or order of the Secretary of Labor, or as otherwise provided by law. (g) The Redeveloper will include the provisions of Paragraphs (a) through (g) of this Section in every contract Or purchase order, and will require the inclusion of these provisions to ery subcontract entered zed into by any of its contractors, unless exempted by rules, regulations o orders of the Secretary of labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 19658 so that such provisions will be binding upon each such contractor, subcontractor or vendor, as the case may be. The Redevel- Oper will take such action with respect to Any construction contract, sub- contract Or purchase order as the Agency or the Department of Housing and -19- Urban Development may direct a of enforcing such provisions eluding sanctions for noncompliance; BPrw�ded however, that in the event the Redeveloped becomes involved in, or is threatened with, litigation with a subcontractor or endor as Ault of such direction by the Agency or the Department of Housing andUrban Develooment, the hedeveloper may 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, as required hereby, the first three lines of this Section shall be changed to read 'During the performance of this Contract, the Contractor agrees as fol- lova d', and the term "Redeveloper".shall be changed to "Contractor,".. SEC. 803. Provisions Not Merced With Deed. None of the provisiow of the Agreement are Intended toor shall be merged by reason of any deed transferring title to the Property from the Agency to the Redevelopet ov 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 title$ of the Several parts, Articles and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. •30- COUNTERPARTS The Agreement is executed in three (3) counterparts, each of which shall can- stitete one and the same instrument. IN WITNESS WHEREOF, the Agency has ceased the Agreement to be duly executed in Its name and behalf by its and its seal to be hereunto duly affixed and attested Sy its and the Redeveloper has caused the Agreement to be duly executed in its name and behalf by its =:xt andnSyvaea �n sal t e @ataxy s b be hereunto duly affixed by Its Secretary, on or as of the day first above written. Attest: (Secretary) CREAN RENEWAL AUTHORITY OF THE CITY OF BANGOR By DIET i OCIATEB TRUST Redeveloper) A JA (sham}lean* Trustee Attests (Secretary) Approved: Io City Council Dace: Council order No.: J SCHEDULE A Description of Property A11 that certain parcel of lend located in the City of Bangor, County of Penobscot, State of Maine, more particularly bounded and described as follows: Beginning at a granite monoment located at the intersection of the easterly aide line of Pine Street and the southerly aide line of Hancock Street; thence along the southerly aide Line of Hancock Street N 67° 53' 56" E one e hundred nine and eight hundredths (109.08) feet, to an iron rod at a easterly linof the boundary of the Urban Renewal Project Maine R-7; thence southerly along the easterly boundary linea of lands formerly owned by Jacob Rolnick, Brake Service, Inc., Sophie Edanowic P Prank W. and Violet Nanartonis and Charles Stetson Devisees, S 18° 241 50" E two hundred ninety-six and thirty-four hundredths (296.34) feet, to an Iron rod, said iron rod being at right angles and fifty (50) feet from the northwesterly aide of WashingtonStreeq thence along a line paralleling the northwesterly aide of Washing- ton Street 8 47' 46' 55" W fifteen and eight hundredths (15.08) feet, to an iron rod ata angle point; thence continuing along said Line paralleling the northwesterly aide of WashingtonStreet and fifty (50) feet from said Washington Street line S 63° 48' 1011 W two hundred thirty-three and eighteen hundredths (233.18) feet, to an iron rad; then northerly along a e to the right having a radius of seven hundred and twenty - u five and forty-three hundredths (725.43) feet, forty -ane and five hundredths (41.05) feet, to an Iron rod; thence N 28° 59' 31" W one hundred twenty-seven and seren hundredths (127.07) feet, to an iron rod; thence northerly along a curve to the right having a radius of one thousand forty-nine and eighty-two hundredths (1,049,82) feet a distance Of one hundred thirty-nine and eighty-three hundredths (139.83) feet, to an iron rod; thence N 21° 19' 27" E thirty and thirty hundredths (30.30) feet to an iron rod on the southerly aide line of Hancock Street; thence along said southerly aide line of Hancock Street N W 37' 28" E one hundred afxty-five and zero hundredths (165.00) feet to the point of beginning; containing eighty-six thousand one hundred sixty-six (86,166) square feet. The Coordinates of the point of beginning, N352 911.79 E430 934.56, all distances and all bearings are based on the MAINE STATE COORDINATE SYSTEM EAST ZONE. ALSO a right of way for all purposes of a way over a strip of land thirty-six (36) feet In width extending easterly and at right angles from the existing easterly erly lin of Oak Street to the westerly line of the above-described promisee, until such period of time as the locus of said right of way shall to required for highway o bridge construction; the location of said right of way t0 be determined by mutual agreement of the Grantee and the City of Bangor, but inany ev t the northerly Line of said right Of way not t0 be closer than one hundred (100) feet t0 the intersection formed by the southerly aide line of said Hancock Street and the easterly aide line of said Oak Street. ALSO another right of way for all purposes of a way wrstrip of land thirty- six (36) feet in width extending northerly from the existing northerly line of said Washington Street to the generally southerly line of the above-described premises; the exact location of said right of way to be determined by mutual agreement of the Grantee and the City of Bangor; said right of way to Continue until the locus is re- quired Par highway Construction.