HomeMy WebLinkAbout1971-09-13 280-Y ORDER280-Y
Introduced by Councilor saunas, Sept. 13, 1971
CITY OF BANGOR
(TITLE.) Macer App oving Proposed Contract for sale of nand in the
.. Renduskeag StreamUrban Renewal Project, Me. R-7 Parcel B-14
By Na City CourwU of the all ofBasyww:
ORDERED,
THAT, WHEREAS, the Urban Renewal Authority of the City of
Bangor proposes to enter into a contract for the sale of parcel
numbered B-14 in the Kenduskeag Stream Urban Renewal Project with
Broad Street Realty Company; and
WHEREAS, the said Broad Street Realty Company has offered
to pay the sour of Sixty Thousand Dollars ($60,000.00) for said
parcel, said price being at least the minimum
approved price for
said parcel a 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 Broad Street Realty Company in the office
of the City clerk;
NO01, THEREFORE, BE IT ORDERED:
THAT, the proposed contract on file with the City Clerk be
and is hereby approved.
l6D
ORDER
Im Clw COJN rL Title,
Sept. 13, 1971
P% ED _ Sale of Land in KeeduSkeag Stream UR
.............................. I.......
C R CLER% Project - Parcel H-14.
Innttro/ducce�d and Medby
Comcilman
lax
PUBLIC N%'ICE Cc
Notice is hereby given that application has been made by Ingene L. iznfest
to mvvL a building from 55 .,ilson Street, Brewer, to South Corinth, Maine,
of building: 301xl4'x9.3'; to be moved by flat bed trailer. Streets to be usede
UiSm ^ «J�ay..3sSaad�Simm.eoad.cad-Ba'cadaan. Washington, Hancock, Oak s Broadway.
n. Public eariq will he held in the Council Room, City Hall, Bangor, On
Sept. 13, 1971 at OAO p.m.
Jaye Alley
Sept. 11, 1971 City Clerk
Legal Nofites
"W n,ft Rki;
U. S. DEPANTF. OF MWIW AND URBAN DEVEMPLOW
URBAN RENENAL PROGRAI::
PART I OF STANDARD F0.R4 OF WNTH T FOR SALE OF LAND FOR PRIVATE REDEVELOPNIENI
-------------- _____------- ______---------- ___------
PAM I
OF
WMRAOT FOR
SALE OF ]AND FOR PRIVATE REDEFEWMAENT
By and Between
SPRAIN RBIR3NAL AUd33DU Y OF = CITY OP EASR 8
and
BROM STPBRT REALTY W.
CONTRACT FOR
SALE OF LANG FOR PRIVATE REDEVELOPMENT
AGREEMENT, consisting of this Part I and Part IT annexed hereto and made a
part hereof (which Part I and Part II are together hereinafter called "Agreement'),
made on or as of the 30th day Of lulu , 19'1, 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 Vain, and the
Barad Street Beelty ca.,acorporation organized and existing
under the laws of the State of beside (hereinafter called "Redeveloper')
and having an office for the transaction of business at dsaOt
in the City of Usages , County of Penobscot , and Slate
of Naito , 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
61kry 19, 1966, and approved by such Council on June 13, 1966, by Order No. 13ST,
and as amended by the Agency by Resolution dated August 29, 1964, Resolution No.
-1-
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 been recorded among the land records for the place in which the Project Area
as situate, namely, in the Penobscot County Registry of Deeds, Volume ]M,
Page 999 ; and
WNTREAS, 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 Capital Grant dated
December P3, 1964, in the case of the Federal Goverment 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 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 best 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,
NOW, iHER�ORE, 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 followst
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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 ATV 1haui vd
Dollars (I An.mn_a0 ), hereinafter call add
"Nrchase Price", to be paid in cash or by certified check simultaneously with
the delivery of the dead 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 dead (hereinafter (collectively) caned "Deed"). Such
conveyance and title shall, in addition to the condition subsequent provided for
in Section 700 hereof, and to all other conditions, covenants, and restrictions
set forth or referred to elsewhere in the Agreement, be subject to,
(b) Time and Place for DeliDelivery of Deed. The Agency shall deliver the Deed
and possession of the Property to the Redeveloper on Awmwst 31 , 1971, or as
soon thereafter as reasonably possible. Conveyance shall be made at the principal
office of the Agency and the Redeveloper she 11 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 Dead 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 .f such current taxes allocable to the land shall be apportioned
between the Agency and the Redeveloper.as of the date of the delivery of the Dred.
-a-
If the Mount of the current taxes on 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 M the Property, but such
apportionment shall be subject to final adjustment within thirty (30) 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 on the Deed, for which stamps in the proper amount shall be affixed to the
Deed by the Redeveloper) for so recording the Deed.
SEC. 3. CAJD 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
Three Thmaaaw ........ —..... -....... Dollars (8].000.00 ), 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.
-4-
W Retention by Agency. Upon termination of the Agreement as provided in
Sections 903 and 904 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 903 and 904
hereof.
(e) Return to Redevelooer. Upon termination of the Agreement as provided in
Section 902 hereof, the Deposit shall be returned to the Redeveloper by the Agency
s provided in Section 902 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 compliments obtained by the
Redeveloper for the mortgage loan or loans to assist in
financing the construction of the Improvements (as defined
in Section 3D1 hereof), certified by the Redeveloper to be
a true and correct copy or copies thereof;
(if) Evidence satisfactory to the Agency that the interim
mortgage loan to assist in financing the construction of
the Improvements has been initially closed;
(fit) 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 contract which bond Shall
be in a penal sum equal to not less than ten percent (IM) of
the contract price under said construction contract, certified
by the Redeveloper to be a true and correct copy thereof.
-5-
SEC. 9. TILZ FOR C(APIENCEPOENT Alm MlIFLEIION OF IGWROVSi iE1dT5.
The construction of the Improvements referred to in Section 301 hereof shall
be commenced in any event within mteht ( 8) months after transfer of title
to the Redeveloper, and, except as otherwise provided in the Agreement, shall be
completed within Ofemtyfwr (]A) months after such date.
SEC. 5. TINE FOR CERTAIN OTRFR 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
Mftt9 _ (90) days from the date of the Agreement.
(b) Time for Submission of Corrected Feel Sminary 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 Redeve_oper
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) Paximum Time for Submission of Preliminary Plane and Outline Specifica-
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 he not later than
vSvaty (90) days after the execution of this Agreement.
(d) Time fox Annecy Action Preliminary Plans and Outline Snecifications.
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 resubnission 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 Scott an 301 hereof, shall be not later than thttty
-6-
(p) days after the Preliminary Plans and outline Specifications are approved,
ons sm
and in any event not later than L hurried 119A days after the execution
of this Agreement.
(f) Time for Submission of Corrected Final 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
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 Plans and
Specifications which conform to the requirements of Section 331 hereof, and are
approved by the Agency shall be not later thanoee hundred stallta (1®) days
after the execution of this Agreement.
(g) Time for Agency Action on 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 Plans and Specifications within
thirty (30) days of their submission, or any resubmission thereof as hereinbefore
provided.
(h) Time for Submission of Evidence of Equity Caotial and 6lortaaae 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 333 hereof, shall be not later than eiabv (60)
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 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. palm OF DNNTION OF COVENANT ON USE.
The covenant pertaining to the uses of the Property, set forth in Section
.)_
401 hereof, shall remain in effect from the date of the Deed until June 22, 1959,
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, on which date, as the case may be, such covenant shall terminate.
SEC. 7. NOI ICES AND DEMANDS.
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
(f) in the case of the Redeveloper, is addressed to or delivered personally
to the Redeveloper at Narchanta National eaN of Bangor, 29 Broad street,
Besgot, Naive 3 and
(Ii) 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 wit.,
respect to either party as that Party may, from time to time, designate
In writing and forward to the other as provided 1n this Section.
SM. 8. SPECIAL PROVISIONS
purchases cantxopleted by this ageaazent Is eandieWnad upas
A. Acquisition from the City of Bangor of the air right parcel lying
easterly of sad adjacent to Parcel 0-14 and exteMing from the
easterly live of B-14 to the met face of the cent retaining wall
Of Drainage" Placa.
B. Establishment of s two-way traffic pattern In the rear of the
proposed building to permit free access to drive-in widow facEll-
tles to be located in that rear of eaW building at approximately
eeduakeag Plana level.
SEC. 9. "iFICATIONS OF PART II.
The following amendments and
modifications are hereby
made
in
the
terms,
covenants, and conditions forming
Part II hereof: See Page
9
42
SEE. 9. Continued
1. the words "rcolor, religion, s and national origin"
are substituted for thewords "rcreed, color or rational origin"
wherever they appear in Section 802.
2. The words 's mended by Executive order 11735 of October 13,
1967" are inserted afterany reference to the words "Executive order 11246
of September 24, 1965" in Section 802.
r
DSPAPa:2:'S OF HOUSING AND ORAAN D=OMNT
URTAN mwe 2AX=
TEMS AND CONDITIONS
Part II
of
CONTRACT
FOR
SALE
OF VMD FON PRIVATE UDRVM MMT
3y 'gild Eet"et
LRRAN RENEWAL AUTHORITY OF TYY CITY �7 PANGOH
and
ARTICLE I. PREPARATION OF PROPERTY FOR REOFVRWPNENT
SEC. 101. Work To Be Performed by Agency. The Agency shall, prior to convey-
ance the Property and without expense to the Redeveloper, prepare the Property for
redevelopment by the Redeveloper in accordance with the Urban Renewal Plan and the
Agreement. Such preparation of the Property shell consist of the following (unless
the Agency and the Redeveloper hereafter agree In writing that any of each prepare -
tion shall not be done, or that It shall be done subsequent to the conveyance of the
Property):
(a) Uemoliclon and Removal. The demolition and removal to 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-
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 all walls, Including foundation
walls, to the surface elevation of the adjoining ground.
(c) Breaking Up Basement Floors. The breaking up of all basement or cellar
floors sufficiently to permit proper drainage.
(d) Removal of Paving. The removal by the Agency or by the appropriate public
body of all paving (including catch basins, curbs, gutters, drives, and
sidewalks) within or an the Property.
(e) Removal of Public Utility Lines. The removal or abandonment by the Agency
or by the appropriate body at public utility company of alt public utility
lines, installations, facilities, and related equipment within or on the
Property.
(f) Filling and Grading. Such filling, grading, and leveling of the land (but
not inc Lading topsoil 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 all basements at other excavations ex-
posed a result of the " ork Performed by the Agency pursuant to this
Section, with noncombustible materials to a level twelve (12) inches below
the surface of the adjoining ground on all siies thereof.
SEC, 102. Expenses, Income and Salvage. All expenses, including current taxes,
if any, relating to buildings or other structures demolished or to be demolished i
accordance with Section 101 hereof shall be bore by, and all int salvage re -
calved a result of the demolition of such buildings r structures shall belong
to the Agenc.
SEC. 103. Agency's Responsibilities for Certain Other Actions. The Agency,
without expense to the Redeveloperassessment o claim against the Property and
prior to completion of the improvements(or at such earlier time or times as the Re-
developer and the Agency 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. Ste. 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.
-l-
(b) Replotting Resubdivision or Rezoning. The replatting, iesubdivision or
ing of the Property, if necessary for the conveyance 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 basins, curb$ and gutters, drive and curb cuts, am
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 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 Property.
(e) Ina tallation 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 on the Property or within the rights-
of-way lines of such public streets, together with sodding or seeding of
any such publice rea between such sidewalks or the curb lines of such
public streets.
(f) Street Lighting Signa and Tire Hydrants. The installation (by the Agency
r by the appropriate public body), in accordance with the technical
specifications, standards and practices by the City, of street lighting,
signs and fire hydrants in connection with all new streets abutting on
the Property and to be constructed pursuant to this Section.
(g) Installation 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 linea, electric, telephone and
telegraph lines, and ail other public utility lines, installations and
facilities as are necessary to be installed or relocated on or in connote -
tion
with the Property by reason of the redevelopment contemplated by the
Urban Renewal Plan am the development of the Property: Provided, that
the Agency Shall not be responsible for, nor bear any portion of the cost
of, installf� the necessary utility connections ectiowithin the boundaries of
the Property between the Improvements to be constructed on the Property
by the Redeveloper and the water, sanitary seand storm drain ma or
other public utility lines owned by the City orrby any public utility
company within or without such boundaries, at electric, gas, telephone, o
other public utility tines owned by any public utility company within o
without such boundaries, and the Redeveloper shall secure say permits
required for any such installation without cost or expense to the agency.
SRC. 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 e
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 Tight -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 ASency subscribe to, and join with, the
Agency in any petition at proceeding required for such vacation, dedication, change
of grade, and, to the extent accessary, rezoning, and execute any waiver or other
document in respect thereof.
ARTICLE II. RIGHTS OF ACCESS TO PROPERTY
SEC. 201. Right of Entry for Utilities Service. s
The Agency reserves for it-
self, the City, and any public utility company, as may be appropriate, the unquali-
fied Tight 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 Over Utility Easements. The Redevelo-
per shall not construct any building or other structure or improvement o
within the boundary line of any easement for public utilities described or over,
to in Paragraph (a), Section 2 of Pare I hereof, unless such construction is provi-
ded for In uch easement or has been approved by the City. If approval for such
construction is requested by the Redeveloper, the Agency shall 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 Ajency shall permit representatives 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 data and making varis
teats concerning the Property o a necessary to carry out the Agreement.After
st
the c n-
veyance of the Property by the Agency to theRedeveloper, the Redeveloper shall
permit the representatives of the Agency, the City and the United States of America
o the property at all reasonable times which any of them deems necessary
access a naso trasa
for the purposes of the Agreement, the not limited Agreement,sec r the Contract for
Loan and Cin cur Grant, including, but not limited e , inspection of all work being
performed in c notion with the construction of the form by
p No for the shall
cces be provided for
shall any charge be made in any form by any party for the
access provided far m [M1ia Section.
ARTICLE III. CONSTRUCTION PLANS: CONSTRUCTION OF
IMPROVEMENTS. CERTIFICATE OF COMPLETION
SEC. 301. Plans for Construction of Improvements.
(a) within MM ( 30) days of tet the execution of this Agree-
ment,
ent, the Redeveloper shall submit to the Agency preliminary plans at a
tale specified by the Agency and outline specifications prepared by tie
Architect, including a rendering, indicating surrounding buildings, all
elevations and such perspectives as my be necessary c show the archi-
tectural character of the improvements, for all of the improvements to
be constructed by it on the Property i accordance with the Site Plan,
the Plan, the Application, the Project andthis Agreement.
The Agency shall review and approve or reject such preliminary plena
and apecifications and shall promptly notify the Redeveloper of its
-3-
(b)
(c)
approval O rejection in writing, setting forth in detail any grounds for
rejections If no 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 resubmission thereof as here-
inafter provided, such plans and specifications shall be deemed approved.
In the event of a rejection, the gedeveloper shall, within thirty (30)
days after the date the Redeveloper receives the written notice of such
rejection, resubmit the preliminary plans and 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 far so original submission, until preliminary
plans and outline specifications shall be approved by the Agency; provided,
however, that the Redeveloper shall submit preliminary plane and outline
specifications which meet the requirements of this subsection and the
approval of the Agency within ( ) days after the execution
of this Agreement. q{��. �p
Within ( ) days after LTe pteliminery plans and outline
specifications a approved, or deemed approved, by the Agency, and in any
ant withthUtySe M ( ) days after the execution of this Agree-
ment, the Redevelop ha�l�u@yQ@it to the Agency final architectural plane
and specifics@9As4;9;:4 Id F])PRhe 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 plans and a ecifications submitted hereunder shall
be reviewed for such conformity inaccordance with the review and approval
procedure set forth i subsection(a)hereof; provided, however, that the
Redeveloper shall submit final architectural plana and specifications
which meet the requirements of this subsection and the approval of the
Agency within ( ) days after the execution of this
Agreement. 0001 (1110414
The Redeveloper hall t ppl for a building permit for the construction
of the Improvements to be erected on the Property without the prior car-
tification of the Authoritythat the work to be done or completed is in
byordance-with the fiiwl architectural plane and specifications approved
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 Onless such work conforms in every respect to such approved
final architectural plans and specifications, except and Only to 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 plans 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 fail to comply with the foregoing requirements, the Agency may,
within as onable 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 in conformance with the approved final architectural plane and
specifications or any approved modifications thereof, as to bring them
into conformance therewith. The Redeveloper shall promptly comply with
-A-
such a directive, and shall not proceed farther with construction of the
Improvements until such directive is complied with. Any delayscom-
pletion
-
pletioof the Improvements rsulting 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
Part 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 upoc the plans and specifications
so submitted.
SEC. 303. Evidence of Equity Capital and Mortgage Financing. As promptly a
possible after approval by the Agency of the Construction Plane, and, In any event,
o later than the time specified thereforrn Paragraph (e). Section 5 of Part 1
hereof, the Codeveloper shall submit to the Agency evidence satisfactory to the
Agency that the Redeveloper has the equity capital and commitments for mortgage
financing necessary fox the construction of the Improvements.
SEC. 304. Approvals of Construction Plana and Evidence of VinancinR 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 commitments for mortgage financing as provided in
Sectione
303 hereof, a conditions precedent to the obligation of the Agency to
convey the Property tothe Codeveloper.
SEC. 305. Commencement and Completion of Construction of Improvements. The
Redeveloper agrees for itself, its s and assigns and every sucssor in
interest to the Property, o any part thereof, and the Deed shall containcecovenants
n the part of the Redeveloper for itself and such successors and assigns, that the
Codeveloper and such successors and assigns shall promptly begin and diligently
prosecute to completion the redevelopment of the Property through the construction
of the Improvements thereon, and that such c netruc['_on shall in any event be be-
gun within the period specified i such Section 4 of Part I hereof and be completed
within the period specified in suchSection 4. It is intended and agreed, and the
Deed shall so expressly provide, that such agreements and covenants shall be cove-
nants running with the land and that they shaLL, In any event, and without regard
o technical classification or designation, legal at 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
to 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, to the Redeveloper, and until construction of the Improvements has
been completed, the Redeveloper shall make reports, in such detail and at such times
as may reasonably be requested by the Agency, as to the actual progress of the he -
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. Such certification by the Agency shall be (and it shall be so pro-
vided 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 Redeveloper, and its auand
assigns, to construct the Improvements and the dates for the beginning andacomPle-
tion thereof; Provided, that if there is upon the Property a mortgage Labored o
held or Owned by the Federal Housing Administration and the Federal Rousing Admin-
istration shalt have determined that all buildings constituting a part of the Im-
provements and covered by such mortgage, in fact, substantially completed in
accordance with the Construction Plans and are ready for occupancy, than, in such
ant, the Agency and the Redeveloper shall accept the determination of the Federal
Rousing Administration as to such completion of the construction of the Improvements
In accordance m
with the Construction Plans, and, if the other agreements and coven-
ants
l
ants in the Agreement obligating the Redeveloper in respect of theconstruction and
impletion of the Improvements have been fully satisfied, the Agency shall forth-
with issue its certification provided for in this Sectio. 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, securing money loaned to finance the Improvements, or any part thereof.
(b) With respect to such individual parts Or parcels of the Property which,
if ea provided in Part I hereof, the Redeveloper may convey at lease as the Improve-
ments to be constructed
ucted thereon a completed, the Agency will also, upon proper
comptetioa of theImprov mens 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 mean and provide, (1) that any party
purchasing or leasing such individual part or parcel pursuant to the authorisation
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
any other part Or parcel of the Property: and (R) that neither the Agency n0
any r
other party shall thereafter have or be entitled to ex with respect to
any such individual part or parcel so said (or, n the case of lease, with respect
t0 the leasehold interest) any rights or remedies or
controls that it may otherwise
have
r be entitled toe rcise with respect to the Froperty 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 interest o sign, unless (i) such default Or breach be by
the pruchaseror lessee, or any successor t
o Interest to o sign of such LAdivid-
ual part or parcel with respect t thec contained and referred to in
Section 40L hereof, and (ii) the right, remedy or control relates to such default
or breach.
(c) Each Certification provided for in this Section 307 shall be LA such
form as will enable it t0 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-
, indicating in adequate detail in what respects the Redeveloper has failed to
complete the Improvements in accordance with the precisions of the Agreement, or is
otherwise in default, and what measures acts it will b!ca
ary, n the
opinionOf the Agency, for the Redeveloper to take or perform to order to obtain
such certification.
-6-
ARTICLE IV. RESTRICTIONS UPON USE UP PROPERTY
SEC. 401. Restrictions on Use. The Redeve Lope[ agrees for itself, and its
au"essora
and assigns, and every au n interest to the Property, o any
pantthereof, and the Deed shall contain covenants on the part of the Redeveloper
for itself, and such successors and assigns, that the Redeveloper, and such succes-
sors and assigns, sFaller¢
(a) Devote the Property to and only to and in accordance with the uses
specified in the Declaration of Restrictions; and
(b) Not discriminate upon the basis of race,
colo[, creed o national
origin in the sale, lease o ental orin the use or occupancy of
the Property or any improvements erected or to be erected thereon,
or any part thereof.
SEC. 402. Covenants; Binding Upon Successors in Interest; Period of Duration.
It is intended and agreed, and the Deed shall so expressly provide, that the agree-
ments and covenants provided in Section 401 hereof shall be covenants running with
the land and that they shall, In any event, and without regard to technical classi-
fication or designation, legal or otherwise, and except only aotherwise 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,
any part thereof, er Land or
any Parc ctreaend the sub of any other Lend (or any Interest in such land) in
the ProDeclare Area which is subject to the land u Statreques
(in ntsthe and restrictions, the cove of
the provided
in sub of Restrictions, and the United State¢ (Ln she c of the covenant
provided Ln subdivision (b) of y successor
Lor hereof),
er against the RedevelProperty,
Or anis
and assigns in and every ei [ Sn Lateran[ to the Prop ere y, o say
successors v cces eo [
par[ thereof o any inter the [herein, and any patty in pot ss ion o occupancy of
the Property o any pert thereof. Ic is Further intended and agreed that the agree-
ment
gxe -
effe and covenant epe iod of
in subdivision (a) of Section 401 hereof shall remain in
effect for Me period of time, or until
ti the data, specified
an o referred to in
Section 6 of Pare I agreements
(at which
cov time eprF agreement and c shall termin-
ate) and that the agxe menta and covenants imitation a subdivision a (F) of , that 401 hereof ens11 remain in effect l without limitation as to clop: Provided, that
such successor
in in and covenants rhall be binding on are Redeveloper itself, each
io interest to the Property, and every part thereperiod
as and each party 1n
possession or occupancy, t , or an
only for epoF period a such successor
party shall have [tele f. o n interest in, or ied in
the c occupancy of, the
Property or par[ referring
tof. vThe isionsforma " Urban
al the Urban Renewal Plan" and
'lend a Agreement
she to include
of d and
Renewal Plan, o similar henguage,
in res Agreement tFall onclude the Land and all building, housing, and other r
quiremencs or restrictions of the Urban Renewal Plan peKetnl� to such land. e
SEC. 403. Agency add United Stater Rights to Enforce. In 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 c nant$ provided in Section 401 hereof, and the United
States shall be deemed a beneficiary of the covenant
nant provided in subdivision (b)
of Section 401 hereof, both for and in their o its own right and also for the
purposes of protecting the interests of the co®mlty and other parties, 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 Deed 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 whetha. the
Agency or the United States has a any tibeen,temains, o an Owner
of any
land o interest therein to or in me favor o£ which such alleements and covenants
relate• The Agency shall have the right, In the event of any breach of any such
agreement o nand, and the United States shall have the Tight in the event of any
breach of the cv t provided In subdivision (b) of Section 401 hereof, to exercise
all the rights and nremedies, and to maintain any actions or suits at Law or in
equity or other proper proceedings to enforce the curing of such breach ofagreement
or covenant, to which it or any other beneficiaries of such agreement o t my
be entitled, but anching herein contained shall obligate the Agency to its tittle or
prosecute such curative action.
SEC. 404. Advertising. The Redeveloper agrees for itself, its successors and
signs, that during construction and thereafter the Redeveloper, and its 9
and assigns, shall include in all advertising for the sale o rental of the Property
statement to the effect (a) that the Property is open to all scrams without dis-
crimination on the basis of race, color, creed or national 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 as to Redevelopment. The Redeveloper represents
and
agrees that its purchase of the Property, and its other undertakings pursuantte 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 ansfer of the stock In the Redeveloper or of a
substantial parttra
thereof, or any other act or transaction involving
or resulting in a significant change in the Ownership or distribution
of such stock or with respect to the identity of the parties in
con-
trol of the Redeveloper or the degree thereof, is for practical
purposes a transfer or disposition of the Property then awned by the
Redeveloper,
the qualifications and identity of the Redeveloper, and its stockholders, are of aar-
ticularconcern to the community and the Agency. The Redeveloper 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 willing to
rept add rely on the obligations of the Redeveloper for the faithful performance
of all undertakings and covenants hereby by It to be performed without requiring in
addition a surety bond or similar undertaking for such performance of all undertakings
and covenants 1n the Agreement.
-8-
SBC. 502. Prohibition Against Transfer of Shares of Stack' Binding Upon Frock -
holders Individually. For the foregoing i the Redeveloper repro and
agrees for itself, its stockholders, and any successor in interest of itself and its
stockholders, respectively, that: Prior to completion of the Improvements a
ex
tified by the Agency, and without the prior written approval of the Agency, (a)
there shall be no transfer by any party owning 10 per cent ormore of the stock in
the Redeveloper (which term shall be deemed for the purposes of this and [elated pro-
visions to include successors to
interest of such stock or any part thereof or
in-
terest therein), (b) n shall any such ow suffer any such transfer to be made,
t
(c) n shall there be or be suffered to be by the Redeveloper, r by any owner of
LO per rent or more Of the stock therein, any other similarly significant change i
the ownership of such stock or In the relative distribution thereof, o with respect
to theidentity of the parties In control of the Redeveloper r the degree thereof,
by any other method a whether tby increased capitalization, merger with
pother corporation, corporate o other amendments, issuance of additional o W
stock o r
classification of stack` o otherwise. With respect to this provision,
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 far itself, and
its successors and assigns, 8 that
(a) Except only
(1) by way of security for, and only for, (i) the purpose of obtaining
financing necessary to enable the Redeveloper o e
any successor In
interest to the Property, or any part thereof, to perform its ob-
ligations, with respect to making the Improvements under the Agree -
want, and (ii) any other purpose authorized the Agreement, and
(2) as to any individual parts or parcels of the Property on which
the Improvements t0 be constructed thereon have been completed,
and which, by the terms of the Agreement, the Redeveloper is
authorized to convey or lease as such Improvements arecompleted,
the Redeveloper (except a authorized) has not made or ted, and that it will
not, prior to the proper completion of the Improvements as certified by the Agency,
makeOr
create, o suffer to be made o eated, any total or partial sale, assign-
ment,c conveyance, or lease, o any trust or power, or transfer in any other more o
form of a with respect to the Agreement or the Proper ty, o any part thereof o any
interest or
o any c agreement to do any of the a 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 completion of c -
structicn of the Improvements, the Redeveloper may eater into any agreement t0 sell,
lease, or otherwise transfer, after the issuance of such certificate, the property o
any part thereof o therein, which agreement Civil not provide for payment r
of o of the price t for the Property, r the part thereof
r on account ee or ren a
r the interest therein to be so transferred, prior to the issuance of such certifi-
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 shallhave the qualifications and financial
responsibility, as determined by the Agency, necessary and adequate
to fulfill the obligations udde[taken 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 [elate to
such part).
(2) Any proposed transferee, by instrument in writing satisfactory to
the Agency and in form recordable among the lead records, shall,
for itself and its successors
and assigns, and expressly for the
benefit of the Agency, have expressly assumed all of the oblige -
flow 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 o
relates to Part of the Property, such obligations,conditions, and
astrictions to the extent that they relate to sucpart); Pro-
vided, chs[ the fact that any transferee of, or
any other s
in interest whatsoever to the Property, or any part thereof, shall,
whatever the reason,
u
not have assumed such obligations o agreed,
shell not (unless and only co the extent otherwise specifically
provided in the Agreement or agreed c0 in writing by the agency)
relieveexcept such transferee o of or from such ob-
or ex r successor
Agencione, r with ons,
o restrictions, or deprive or limit the
Agency of o with respect to any rights o mediae o Improve-
ments;
respect to the Property or the construction of htheer pmprove-
enthe it being the intent of this, fullest
wpeM1 other provisions
eq the Agreement, that (to the a sande extent permitted by pew and
equity and excepting only in the re and to the extent rspecific-
ally provided otherwise In the Agreement) no transfer part of re change
any
respect to ownership in Me Property or any part thereof, o
any intervoluntary
or therein, howry, shall
consummated o or ng,
and whether
to deprive
n involuntary, eha11 operate, legally or pray frights
deprive or nmol the Agency of o with respect to any rights s
remedies o to the Propertprovidey
in or ow ting from the a Improve r
with respect to the y would and the cow [ruction been
the such
toe-
s that the Agency would have had, had [haze been no eoch C[ene-
fertor change.
(3) There shall be submitted to the Agency for review all instruments
and ocher Legal documents involved ineffecting transfer; and if
approved by the Agency, its approval shall be indicated to the
Redeveloper in writing.
(4) The consideration payable for the crane far by the transferee or an
its behalf shall not exceed an amount
representing the actual cost
(including carrying charges) to theRedeveloper of the Property (or
aLlauble to the parr thereof or interest [herein transferred) and
the Improvements, 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 parte 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
-is-
is not canceled), the Agency shall be entitled to increase the Pur-
chase Price to the Redeveloper by the amount that the consideration
payable for the Assignment or transfer in in excess of the amount
that may 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 shall comply with such other
conditions as the Agency may find 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,
-trary, n uch 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 is the construction of the Improvements, from any Of its obligations
with respect tiereto.
SEC. 504. Information as to Stockholders. In order to easier in the effectu-
ation of the parposes of this Article V and the statutory objectives generally, the
Redeveloper agrees that 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 alt changes whatsoever In the ownership of
stock, legal or beneficial, or of any other act or transaction involving o sulting
In any change to 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, of which it o any of its officers have been notified o otherwise
have knowledge o information{ and (b) the Redeveloper shall, at such time or times
s the Agency may 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 tae 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 mass 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 can 10 per cent ormore of the stock in the
Redeveloper, and by such ether knowledge r 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 Deed to the Redeveloper and as a condition pre-
cedent thereto, and annually thereafteranniversary nnlve ary of the date of the Deed
until the issuance ofa certificate of completion for all the Property.
ARTICLE VI. MORTGAGE FINANCING. RIGHTS OF MORTGAGEES
SEC. 601. Limitation Upon encumbrances of Property. Prior to the completion of
the Improvements, as
certified n
by the Agency, neither the Redeveloper any suc-
cessor
r in interest tothe Property o 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 o operation of law, or suffer any encumbrance
or 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, inan x
amount not to exceed the Purchase Price paid by the Re-
developer to tae Agency. The Redeveloper (ore interest) shall notify the
Agency In advance of any financing, secured by mortgage or other similar lien Instru-
ment, It proposes to enter 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 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 the Option of the Redeveloper
(or
sn interest), be divided into s ral parts or parcels, provided that
uchsubdivision n the opinion of the Agency,,ais not inconsistent with the purposes
of the Urban Renewal Plan and the Agreement and i approved in writing by the Agenc.
SEC. 602. Mortgagee Not Obligated to Construct. Notwithstanding any of the pro-
visions of the Agreement, including but not limited to those which are or are incea-
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 [hereof, but
no[ including (a) any other Percy who thereafter obtairm title to the Property o
such par[ from or through such holder or (b) any other purchaser at foreclosure sale
other than the holder of tM mortgage itself) shall in no
wise be obligated by the
provisionsor
of the Agreement to construct o complete thev
Impronnents or to guarantee
such construction O completion, n shall any cove vent or any other provision In the
Deed be construed to so obligate such holder; Provided, that nothing in this Section
or any other Section or provision of the Agreement shall be deemed or construed to
permit or authorise any such holder to devote the Property a any par[ thereof to any
Cto construct any improvements thereon, Other than chase u r improvements
provided or permitted in the Urban Renewal Plan and in the Agreement. o
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 or covenants under the Agreement, ..he Agency
shall at the same tim 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
-ferred to in Section 603 hereof, each such holder shalt (insofar as the rights of the
Agency are concerned) have the right, at its option, to c remedy such breach or
default (or such breach or default to the extent that it relates to the part of the
Property covered by its mortgage) and to add the cost thereof to the mortgage debt
and the lieneof its mortgage: Provided, that if the breach or default is with r
spect to construction of the Improvements, nothing contained in this Section or any
ocher section of the Agreement shall be deemed to permit or authorize such holder,
either before Or after foreclosure oraction in lieu thereof, to undertake o can -
tines the construction Or completion of the Improvemenae (beyond the extent aary
to co or protect Improvements o construction maalready de) without firsthav-
ing expressly amazed the obligation tothe Agency, by written agreement satisfactory
to the Agency, to complete, in the manner provided in the Agreement, the Improvements
n the Property Or the part thereof to which the Lien or title of such holder relates.
Any such holder who shall properly complete the Improvements relating to the Property
r applicable par[ [hereof shell be entitled, written request rude to the Agency, to
certification or Certifications by the Agency to such effect in the manner provided
in Section 307 of the Agreement, and any such cartification shall, if a requested by
such holder, and provide that any re medieso rights with respect [ recapture
of o rsion eetiag of title tothe Property that the Agency shall have
be entitled to because of failure of the Redeveloper or any successor in interest to
-12-
the Property, orany part thereof, t nobody any default with respect to the
construction of the Improvements o other parts or parcels of the Property, or be-
cause
of say other default in o[ 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.
SRC. 605. Agency's Option to Pey MorteaRe Debt or Purchase Property. In any
where,subsequent to default o[ breach by the Redeveloper (orn in-
terest) under the Agreement, the holder of any mortgage on the Propertyorpart
thereof
(a) has, but does nor exercise, the option to construct o
e complete the Im-
provements relating to the Property or part inexact c mort-
gage
by its m -
gager to which ft has obtained title, and such failure continues for
a period of sixty (60) days after the balder has been notified or in-
formed of the default or branch; or
(b) undertakes construction or completion of the Improvements but does not
omplete 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 far such construction or completion in the Agreement), am such
default shall not have been cured within sixty (60) days after written
demand by the Agency so to do,
the Agency shall (and every mortgage instrument made prior to completion of the Im-
piovementa with respect to the Property by the Redeveloperor r in interest
shall so provide) have the option of paying to the holder the amount of the mortgage
debt and maturing anassignment u
of the mortgage and the debt secured thereby, n
the event ownership ofthe Property (or part thereof) has vested in such holder by
way of foreclosure actionrn lie 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 such holder of a equal to the s of: (i) the mortgage debt
at the time of foreclosure o action in Ileo thereof (leasall appropriate credits
including those resulting from collection and application of rentals and other in-
come during foreclosure proceedings); (ii) all expenseswith respect to the
foreclosure; (iii) the net expense, if any (exclusiveof general overhead), incurred
by such holder and a a direct r Ault of the subsequent management of the Property;
(iv) the casts of any Improvements made by such holder( and (v) an amount equivalent
to the interest that would have seemed on the aggregate of such =aunts had all such
amounts became part of the mortgage debt and such debt had cautioned in existence.
SSC. 606. Agency's Option to Cure Martaa a Default. In the event of a default
r breach prior to the completion of the Improvements by the Redeveloper, orsuc-
cessor
a -
x in interest, r of any of its obligations under and to the holder of any
mortgage or other Instrument creating a umbra r lien upon the Property or part
thereof, the Agency may at its option cure such default or breach, in which case the
Agency shall be entitled, In addition t and without limitation upon any other rights
or remedies to which It shall be entitled by the Agreement, operation of law, o
otherwise, to reimbursement ft® the Redeveloper or successor
interest of all
sets and expensesred by the Agency in cuxing such default or breach and to a
lien upon the Property (or the part thereof to which the mortgage, encumbrance, o
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 on the Property authorised by tM Agreement.
-13-
SEC. 607. Mortgage and Halder. For the purposes of the Agre manta The term "mort-
gage
m ort-gageshall include a deed of trust or other instrument creating an
ene
umbra r
lie x
upon the Property, any part thereof, a security for a loan. The term
n
"Halder" i reference to mortgage shall include any insurer or guarantor of arty
obligation or ondition secured by such mortgage r deed of trust, including, but
not limited to, the Federal Housing Commissioner,or
Administrator of veterans Af-
fairs, and any successor in office of either such official.
ARTICLE FII. R@ffiDIES
SEC. 701. In Cenral. Except as otherwise provided in the Agreement, in the
ant of any default in or breach of the Agreement, or any of its terms or conditions
by either party hereto, or any a r to such patty, such party (or or)
shall, upon written notice from the other, proceed immediate Ly to cure
oremedy
such default or breach, and, i any event, within sixty (60) days after
ez receipt of
such notice. In c a
such action taken or not diligently pursued, or 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 necessary or desirable in its
opinion to cueand remedy such default or breach, including, but not limited to,
Proceedings tocompeL 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 matter 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 Plane satisfactory
to the Agency, furnish evidence satisfactory to the Agency that it las
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 Improvements on a basis
and on berms that would generally besidered satisfactor., by builders
or contractors for imnOvements of the nature. and type provided in such
Construction Plans, and the Redeveloper shall, after having submitted such
evidence and if so requested by the Agency, continue to make diligent ef-
far a 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 to Paragraph (e), Section 3 of Part I hereof, neither the Agency n
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 that
(a) prior to conveyance of the Property to the Redeveloper and In iolation
of the Agreement
(f) the Redeveloper (or any successor
r
in interest) assigns o attempts
to assign the Agreement or any rights therein, or in the Property, or
(ii) there is any change in the ownership or distribution of the stack
of the Redeveloper or with respect to the identity of the parties
to control of the Redeveloper or the degree thereof; or
(b) the Redeveloper does not submit Construction Plana, as required by the
Agreement, or (except a sed under subdivision (b) of Section 703
hereof) evidence that it has the necessary equity capital and mortgage
financing, in satisfactory farm, and in the matter and by the dates re-
epectively 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 to the Agreement,
and if any default or failure referred to in subdivisions (b) and (c) of
this Section 703 shall not be cured within thirty (30) days after the
date of written demand by "a Agency,
then the Agreement, and any rights of the Redeveloper, or any assignee or transferee,
In the Agreement, or arising therefrom with respect to the Agency or the Property,
shall, at the option of the Agency, be terminated by the Agency, In which event, a
provided In Paragraph (d), Section 3 of Part I hereof, the Deposit shall be retained
by the Agency as liquidated damages and asits property without say deduction, off-
set a recoupment whatsoever, and neither the Radevelcper (ax assignee or transferee)
x the Agency shall have any further rights against at liability to the other under
the Agreement.
SEC. 704. Revesting Title in Agency Upon Happening of Event Subsequent to Con-
veyance to Redeveloper. In the event that subsequent to conveyance of the Property
at any pert thereof t the Redeveloper and prior to completion ofthe Improvements
as certified by the Agency
(a) the Redeveloper (or successor ninterest) shall default i violate its
obligations with respect totheconstruction of the Improvements (including
the nature and the dates for the beginning and completion thereof), or
shall abandon or substantially suspend cons =notion work, and any such de-
fault, violation, abandonment or suspension shall not be cured, ended, or
remedied within three (3) months (six (6) months, if the default is wish
aspect to the date for completion of rhe Improvements) after written de-
mand by the Agency so to do; or
(b) the Redeveloper (or successor interest) shall fail to pay real estate
taxes o assessments onthe
r
Property a any part thereof when due, o
shall placethereon day encumbrance or lien unauthorized by the Agreement,
or shell suffer any levy o attachment to be made o any materialmen's o
n
mechanical lie any other nanchor feed evoumbrance or lien to attach,
and such taxes or a ents shall ne- have been paid or the encumbrance
r lien removed ordischarged 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 Redeve Loper, or with respect to the identity of 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
a
and to terminate (and x t in the Agency) athe estate conveyed by the Deed to the
Redeveloper, it being the latest of this provision, together with other provisions
of the Agreement, that the conveyance of the Property to the Redeveloper shall be
made upon and that the Ned shall contain, a conditLoa 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, ead or abrogate such default, failure,
violation or other action or inaction, within the period and in the manner stated in
such subdivisions, the Agency at its option may declare a termination in favor of the
Agency of the title, and of all the rights and interests in and to the Property con-
veyed by the Deed to the Redeveloper, and that such title and all rights and intern
ease of the Redeveloper, and any assigns o s in interest to 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, render
valid, or limit in any way, (f) 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
(2) shall not apply to individual parte or parcels of the Property (ox, in the
case of parts or parcels leased, the leasehold interest) on which the Im-
provements to be constructed thereon have been completed in accordance
with the Agreement and for which aertificate of completion is issued
therefor as provided in Section 30] hereof.
SSC. 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 best efforts to resell the Property or part [hereof (subject to such mortgage
liens and leasehold interests as in section 704 set forth and provided) as soon and
in such manner as the Agency shall find feasible and consistent with the objectives
of such law and of the Urban Renewal Plan to a qua lifted and responsible party o
parties (as determined by the Agency) who will assume the obligation of making at
completing the Improveauata 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&enewai Plan. Upon such resale of the Property,
the proceed, thereof shall be applied:
(a) First, to reimburse the Agency on its can 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 in connection with the recapture, man-
agement and resale of the Property or part thereof (but less any income
derived by the Agency from the Property or part thereof i connection with
s
such management); all taxes, a ,
menta and water and s charges with
expect to the Property or partthereof (o[ In the eventthe Property is
exempt from taxation or
swent o such charges during the period of
ownership thereof by the Agency, an amount, if paid, equal to such taxes,
assements or chargee (as determined by the City assessing official)a
ould have been payable if the Property were not so exempt); any payments
madeor necessary to be made to discharge any encumbrances or liens exist-
ing on the Property or part thereof at the time of revealing of title
-16-
thereto in the Agency or to discharge or prevent from attaching or being
made any subsequent encunlerances
r liens due obligations, defaults or
acts of the Redeveloper, Iosuccessors r transferees; any expenditures
made or 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 wing the Agency by the Redeveloper and its succes-
sors or transferees, and
(b) Second, to reimburse the Redeveloper, its successor r transferee, up to
the u
amount equal to (1) the a of the purchaseprice paid by it for the
Property (or allocab Le to the part thereof) and the cash actually invested
by It in making any of the Improvements on the Property or part thereof,
Lees (2) any gains or income withdrawn or made by it from the Agreement
Or the Property.
Any balanceremaining after such reimeTuaements shall be retained by the Agency as
its property.
SEC. 706. Other Rights and Remedies of Agency; No Waiver by Dela 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 FIl, 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 part of the Improvements required to be cow started there-
on hes been completed, in accordance with the Agreement, and for which a certificate
of completion as provided in Section 307 hereof in to be delivered, and subject to
such mortgage liens and leasehold interests as provided In Section 704 hereof) its
successors in interest and assigns, in the Property, and the revesting of title
thereto in the Agency: Provided, that any delay by the Agency in instituting or pro -
securing any such actions or proceedings or otherwise asserting its rights under this
Article VII shall not operate a waiver of such rights or to depriveIt of or limit
such rights in any way (it being the intent of this provision that the Agency should
not be constrained
rained (s0 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 time when it may still hope otherwise to
solve the problems created by the default Involved): nor shall any waiver in far
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 o 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 party.
Per the purposesof any of the provisions of the Agreement, neither the Agency nor
the Redeveloperas the case may be, nns
any successor In Interest, shall be con-
sidered
-
sidered in breach of or default in its obligations with respect 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 o negligence, ILuding, but n restricted to, acts of God, acts
of the public seamy, nc acts of the Federal Goverment, acts of the other party, fires,
floods, epidemics, quarantine restriction, strikes, freight embargoes and unusually
-17-
severe Bather or delays of subcontractors due to such chosen; it being the purpose
add intent of this provision that in the event of the occurrence
of any such enforced
delay, the time or time for performance of the obligations of the agency with re-
spect
-
spect to the preparation of the Property for redevelopment o of the Redeveloper
rwith
aspect to construction of the Improvements, as the c maybe, shall be extended
for the period of the enforced delay as determined by the 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 ina
writing, and of the c causes thereof, and requested an ex-
tension for the period of the enforceddelay.
SEC. 708. Rights and Remedies Cumulative. The tights and remedies of the par-
ties to the Agreement, whether provided by law or by the Agreement, shall be cumu-
lative, and the exercise by either party of any one or more
times,
of such remedies shall
not preclude the exercise by it, at the s [
r differ time of any other such
remedies for the same default or breach or mf any of its remedies for any other de-
fault or breach by the other party. No waiver made by either such party With respect
to the performance, or et
Or time thereof, o any obligation of the other party
or any condition to its own obligation under the Agreement shall be considered a
waiver of any rights of the party making the waiver with respect to the particular
obligation of the other party o condition to its Own obligation beyond those expres-
sly waived in writing and to the extent thereof, or a waiver in any respect in re-
gard to any other rights of the party making the waiver or any other obligations of
the other party.
88C. 709. Party in Position of Surety With posters to Obligations. The Reds-
velopev, for itself and its successors
and assigns, and for all other per who
are or who shall becamewhether by express r implied assumption or otherwise,
liable upon subject to any obligation of 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 or modification of terms of contract.
ARTICLE VIII. MISCELLANEOUS
SEC. 801. Conflict of Iorecasts; 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 arty such member, official or
employee participate In day decision relating to the Agreement which affects his
personal interests or the interests of any corporation, partnership or association in
which he is, directly or indirectly, interested. No member, official c employee of
the Agency shall be personally liable tothe Redeveloper, or
any successor in inter-
, in the event of any default or breach by the Agency orfor any acount which may
became due to the Redeveloper or successor or on any obligations under the terms of
the Agreement.
SEC. 802. Equal Employment Opportunity. The Redeveloper, for itself and its
successors and assigns, agrees that during the construction of the Improvements pro-
videdfor in the Agreement:
-18-
(s) The Redeveloper will not discriminate against any employee or applicant
for employment because of race,eed, Oolor or sort ... I origin. The Re-
developer will take affirmative action to ensure that applicants e
em-
ployed and that employees are treated duringemployment without regard to
their race,creed, color o national origin. Such action shall include
but nobe limited to the following; employment, upgrading, demotion o
transfer; recruitment o recruitment advertising; layoff Or termination;
rates of pay or other forms of compensation; and selection for training,
Including apprenticeship. The Redeveloper agrees to past in conspicuous
places available to employees and applicants for employment notices to be
provided by the Agency setting forth the provisions of this nondiscrimina-
ston clause.
(b) The Redeveloper mill,tn
all Solicitation advertisements for employee
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.
(c) The Redeveloper will send to each labor union or representative of workers
with which the Redeveloper has collective bargainingment or other
contract or understanding, a notice, to be provided, advising the labor
union rpiker 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 employment.
(d) The Redeve Loper will comply with all provisions of Executive Order L1246 of
September 24, 1965, and of the rules, regulations and relevant orders of
the Secretary of Labor.
(e) The RedeveLopei will furnish all Information and reports required by Exec -
five 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
compliance with the nondiscrimination
clan of this Section, or withany of the said rules, regulations or r
ders, the Agreement may be canceled, terminated or
suspended in whole or in
part and the Redeveloper may be declared ineligible far further Government
contracts or federally assisted construction contracts i accordance with
procedures authorized in Executive Order 11246 Of September 24, 1965, and
such Other sanctions may be imposed and remedies invoked as provided i
Executive Order L1246 of September 24, 1965, or by rule, 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 Mese provisions in every subcontract entered into by any of
its contractors, unless
xempted by rules, regulations or orders of the
Secretary of Labor issued pursuant to Section 204 of Executive Order L1246
of September 24, 1965so that such provisions will be binding upon each
such contractor, subcontractor or vendor, as the case way be. The Redevel-
spar will take such action with respect t0 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, in-
cluding sanctions for noncompliance; Provided, however, that in the event
the Redeveloper becomes involved in, o s threatened with, litigation
with a subcontractor or vendor as a result of such direction by the Agency
r the Department of housing and Urban Development, the Redeveloper may
request the United States to enter into such litigation to protect the in -
rests 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-
lows:", and the term "Redeveloper" shall be changed to "Contractor."
SRC. 803. provisions Not Merged With Deed. None of the praviefare 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 Agreemeat.
SEC. 804. Titles of Articles and Sections. Any title$ of the several parts,
Articles and Sections of the Agreement a inserted for c of reference only
and shall be disregarded in construing or interpreting anofnits cprovisions.
-20-
COUNTERPARTS
The Agreement is executed in three (3) counterparts, each of which shall con-
stitute one and the same instrument.
IN WITNESS VRORECT, the Agency has cussed the Agreement to be duly executed in
its 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 name and
behalf b its President and r5ppa wafer seal
Y xmose: to be hereunto duly affixed by its
Secretary, on or as of the day first above written.
NRRAN MECAL AMMITY OF TM CITY OF BANGOR
Attest:
(Secretary)
Attest:
Secr at
Approved:
In City Council
Date:
Council Order No.:
SMDULB A
Description of Property
All that certain parcel or parcels of land located it the City of Bangor, County
of Penobscot. State of Maine, more particularly described as follows:
Pavcal B-14 according to plat of disposition parcel D-14, B-15, B -g, P-5,
P 6 0 -6 and P 6 0 -P dated April 1, 1971 and prepared by the City of
frWur gngfarering Department for rho Bangor Urban Renewal Authority.