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HomeMy WebLinkAbout1969-04-14 128-W ORDER128-8 Introduced by Councilor Houston, April 14, 1565 CITY OF BANGOR (TUTEE.) Maff . APProving.,Proposud Contract for Sale of Land. in the Kenduskeag ..Sk[edw..UFhiD.-Renewal Prgject Parcel.. Mc_ a-2 By W City Oom"PU Of the Oily OJBanyer ORDERED, THAT WHEREAS, the Urban Renewal Authority of the City of Bangor proposes to enter into a contract for the sale of parcel mattered B-2 i the Kenduskeag Site= Urban Renewal Project with Bangor economic Development Foundation; and WHEREAS, the said Bangor Economic Development Foundation has offered to pay the sum of Sixty Thousand Dollars ($60,000) 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 Rousing and Urban Development; and WHEREAS under the provisions of Chapter 168 of the Private and Special Laws of Maine, 1957, as wangled, City Council approval of all contracts for the Bale of land within the project area is required; and WHEREAS, the Urban Renewal Authority has filed a copy of the proposed contract with Bangor economic Development Fwndation in the office of the City Clerk; - NOW, THEREFORE, BE IT ORDERED: THAT the proposed contract on file with the City Clerk be and as hereby approved. VED 1569 APR :O xv 12: 22 CITY CLERK'S OFFICE IN CPM COUNCIL April 14, 1969 PASSED I LBRR 126-W ORDER Title, Sale Of � Iande ins %etdA ) a6oe 5txe am DR @o ect - PffiCel No. W2 .................................. Introduced a filed by Councilmen U. S. DEPARTMENT OF ROUSING AID URBAN DEVEIAPblENT URBAN RENEWAL PRUGNAIL PART I OF STANDARD FOR41 OF CONTRACT FOR SALE OF LAND FOR PRIVATE REDEVELOPMENT ------------------------------------------------------------------------------ PART I OF CONTRACT FOR SALE OF LAW FOR PRIVATE REDEVELORRM By and Between ARRAN RENEWAL AUTHORITY OF TRY CITY OF BANGOR and BANGOR ECONOMIC DEVELOPMENT FOUNDA_ION CONTRACT FOR SALE OF LAND FOR PRIVATE REDEVELORIENT AGREEMENT, consisting of this Part I and Part II annexed hereto and made a part hereof (which Part I and Part II are together hereinafter called "Agreement"), made on or as of the 13th day of February , 19 69, by and between the Urban Renewal Authority of the City of Ranger, 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 Caine, and the Bangor Economic Development Foundation , a corporation organized and existing under the laws of the State of Maine (hereinafter called "Redeveloper") and having an office for the transaction of business et 23 Franklin Street in the C!ty of Ranges , County of Penniacot , and State of _ Maine WITNESSETH, WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the Agency has undertaken a program for the clearance and reconstruction or rehabili- Cation of slum and blighted areas in the City, and in this connection is engaged in carrying out an urban renewal project known as the "Eenduskeag 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 flay 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. -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 Pian, a Declaration of Restrictions Me been recorded among the land records for the place in which the Project Area is situate, namely, in the Penobscot County Registry of Deeds, Volume 2134 , to 349 Pages; and WFU:REAS, 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 23, 1964, in the case of the Federal Government and a Cooperation Agreement, dated July 14, 1964, in the case of the pity; 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: and, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of then does hereby covenant and agree with the other as follows: -2- SEC. 1. SALE: PURMSE 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 Sixty Thousand- - - - -Dollars ($60.000.00 ), hereinafter called "Purchase Price", to be paid in cash or by certified check simultaneously with the delivery of the deed conveying the Property to the Redeveloper. SEC. 2. CONVEYANCE OF PROPERTY (a) Fora of Deed. The agency shall convey to the Redeveloper title to the Property by warranty dead (hereinafter (collectively) called "Deed"). Such conveyance and title shall, in addition to the condlt'.on subsequent provided for in Section 704 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 Delivery of Deed. The Agency shall deliver the Deed and possession of the Property to the Redeveloper on April 1 , 1%L, 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 .f such current taxes allocable to the land shall be apportioned between the Agency and the Redeveloperasof the date of the delivery of the Deed. -3- If the amount of the current taxes on the Property Is not ascertainable on such data, 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 (OO) 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 state or Federal reel estate transfer tax stamps said deed pay all costs (�o �unyxaL4exarxRetlexeiuua�ma4ffiexIISPaa£erz being required) taxmnx3Ne�eadYxSOx.�LMEtA#$caga8%inz9ne:��Ex®aNaSxaAaHxblxiEEixedx5®3kl Rsld Yrxx4ke�dtltlaevigrs): for so recording the Deed. SEC. 3. GOOD FAIN 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 with deposit of cash or a certified check satisfactory to the Agency in the amount of Three Thousand- - - Dollars ($ 3.W0.00 ), 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 (a) 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- (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 he a true and correct copy or copies thereof; (11) Evidence satisfactory to the Agency the-. the interim mortgage loan to assist in financing the construction of the Improvements has been initially closed; (iii) A copy of the contract between the Redeveloper and the general contractor for the construction of the Improvements, certified by the Redeveloper to be a true and correct copy thereof; and (iv) A copy of the contract bond provided by the General contractor in connection with the aforesaid construction contract ubich bond shall be in a penal am equal to not less than ten percent (10$) of the contract price under said construction contract, certified by the Redeveloper to be a true and correct copy thereof. -5- SEC. 4. TBIE FOR COfIMENCEC4M ANO COUPLETION OF ILPROVEPENTS. The construction of the Improvements referred to in Section 301 hereof shall be commenced in any event within three ( 3) months after transfer of title to the Redeveloper, and, except as otherwise provided in the Agreement, shall be completed within fifteen (15) months after such date. SFA. 5. TIRE FOR CERTAIN OTHER ACTIONS. (a) Time for Submission of Preliminary Plans and Outline Soeciflcatfons. The time within which the Redeveloper shall submit Preliminary Plans and Outline Specifications, pursuant to Section 301 hereof, shall be not later than thirty days from the date of the Agreement. (b) Time for Submission of Corrected Preliminary Plans and Outline Specifications. In the event of a rejection by the Agency of the Preliminary Plans and Outline Specifications as outlined in Section 301 hereof, the Redeveloper shall, within thirty (30) days after the date the Redeveloper receives the written notice of such rejection resubmit the Preliminary Plans and Outline Specifications altered to meet the grounds of rejection. (o) ilaximum Time for Submission of Preliminary Plans 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 be not later than sixty (60) days after the execution of this Agreement. (d) Time for ApencV Action on Preliminary Plans and Outline Specifications. Pursuant to Section 331 hereof, the Agency shall notify the Redeveloper of its approval or rejection of the Preliminary Plans and Outline Specifications within thirty (30) days of their submission, or any resubmission thereof as hereinbefore provided. (e) Time for Submission of Final Architectural Plans and Specifications. The time within which the Redeveloper shall submit Final Architectural Plans and Specifications, pursuant to Section 301 hereof, shall be not later than sixty -6- (W) days after the Preliminary Plans and Outline Specifications are approved, twenty and in any event not later than one hundred/ (Md days after the execution of this Agreement. (f) Time for Submission f Corrected Final Architectu"I 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 (3)) 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 301 hereof, and are approved by the Agency shall be not later than one hundred twenty (120 days after the execution of this Agreement. (g) Time for Agency Action Final Architectural Plans and Sneci£icatio Pursuant to Section 301 hereof, the Agency shall notify the Redeveloper o- its approval or rejection of the Final Architectural Plans and Specifications within thirty (30) days of their submission, or any resubmission thereof as hereiMefore provided. (h) Time for Submissionf Evidence f parity Ca tial and 141ortgage Financinh 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, s provided in Section 303 hereof, shall be not later than ninety (90) days after the date of written notice to the Redevebper 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 (33) days following the date of receipt by the Agency of the Construction Plans so deemed approved. SEC. 6. PERIOD OF DURATION OF COVENANT ON USE. The covenant pertaining to the uses of the Property, set forth in Section -7- 401 hereof, shall remain in effect free the date of the Deed until June 22, ISS4, 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. T. NOTICES AND DENANDS. A notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or deliveretl if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and (1) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 23 Franklin eet r Maine _ : and (ii) in the case of the Agency, is addressed to or delivered personally to the Agency at City Nall, Saucer, Maine, or at such other address with respect to either party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. SEC. a. SPECIAL PROVISIONS Asa condition of said conveyance, the Red=eveloper hereby agrees that the Authority may at any time change the Urban Renewal Plan and the Declaration of Restrictions in any manner, so long as said changes do not adversely affect the use ani enjoyment of the premises of the Redeveloper. SEC. 9. NODIFICAiIONS of PART II. The following amendments and modifications are hereby made in the terms, covenants, and conditions forming Part II hereof: a DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT URBAN RENENAL PROGRAM TREKS AND CONDITIONS Pett II of CONTRACT POR SALE Of LAND FOR PRIVATE REDEVELOMIENT By and Be[veee URBAN RENEWAL AUTHORITY OF THE CITY OF FANGO& and BANGOR ECONOMIC DEVRIOPMENT FOUNDATION ARTICLE I. PREPARATION OF PROPERTY FOR REDEVELOPMENT SRC. 101. Work To Be Performed by Agency. The Agency shall, prior to convey- ance the Property and without expense o 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 c sc of the following (unless the Agency and the Redeveloper hereafter agree in writing that any of such prepay tion shall not be done, or that it shall be done subsequent to the conveyance of the Property): (a) Demolition and Removal. The demolition and removal to the surface 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, to the surface elevation of the adjoining ground. (c) Breaking Up Easement Floors. The breaking up of ail basement of 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 basics, curbs, Doctors, drives, and sidewalks) within or on the Property. (e) Removal of Public Utility Lines. The removal or abandonment by the Agency or by the appropriate body or public utility company of all 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 c including topsoil or Landscaping) as will permit proper drainage and place the Property in a safe, clean, sanitary and noAxazardous condition. (g) Pilling Materials. She filling of all basements or other excavations ex- posed a result of the work 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 ail sides thereof. SEC. 102. Expenses, Income and Salvage. All expenses, including current taxes, if any, relating to buildings or other structures deawliehed or to be demolished in accordancewith Section 101 hereof Shall bebore by, and all int re salvage - celved a cult of the demolition of such buildings or at matures shall belong to the Agency. SEC. 103. Agency's Responsibilities for Certain Other Actions. The Agency, without expense to the Redeveloper oramenta clam against the Property and crior to completion of the Improvements (or at such aar Ler time of times as the Re- developer and the Agency may agree in writing), Shall, _ordance with the Urban Renewal Plan, provide or secure of 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 ro abutting on the Property, except as may be otherwise provided within the Agreement. -L- (b) Replaaing Resubd avis ton r Rezonl� e The replanting, subdivision o onIDg of [he Property, if necee ary rot the conveyance thereof to the Redeveloper. (c) Improvements of Waring Streets. The improvement (by the Agency or by the appropriate public body) by resurfacing, rebuilding be nstruction in accordance with the technical specifications, standards and practices of the City, of the existing arrests, alleys, orother public rights-of- way (Including catch basins, curbs and matters, drive and curb cuts, and drives between the property line of the Property and the public rights-of- way) abutting on the Property. (d) Construction and Dedication of New Streets. The construction (by the Agency or by the appropriate public body), in accordance with the technical specifications, standards and practices of theCity, and the dedication of all new streets, alleys and other public rights-of-way (including catch basins, curbs and gutters) abutting on the Property. (a) Installation of Sidewalks. The Installation (by the Agency or by the appropriate public body), in accordance with the technical specifications, standards and practices of the City, of public sidewalks along the front- age of the public streets abutting on the Property or within the rights- of-way linea of such public streets, together with sodding or seeding of any such Public area between such sidewalks or the curb lines of such public streets. (f) Street Lighting Signs and Fite 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 o the Property and to be constructed pursuant tc this Section. (g) Iot tallatiou of Public Utilities. The installation or relocation (by the Agency or by the appropriate public body or pcblic utility company) of such drains, water and gas distribution lines, electric, telephone and telegraph lines, and all other public utility lines, installations and facilities as are necessary to be installed or relocated on or in cannot - rite nrite with the Property by reason of the redevelopment contemplated by the Urban Renewal Plan and the development of the Property: Provided, that the Agency shall not be responsible for, nor bear any portion of the cost of, installing the accessary utility connections within the boundaries of the Property between then Improvements to be c natructed on the Property by the Redeveloper and the water, sanitary sewer and storm drain marine or other public utility lines owned by the City of by any public utility company within or without such boundaries, or electric, gas, telephone, or other public utility linea owned by any public utility company within or without such boundaries, and the Redeveloper shall secure any permits required for any such installation without coat or expense to the agency. SBC. 104. Waiver of Claims and Joining in Petition by Redeve Loper. no Rede- veloper hereby waives (as the purchaser of the Property under the Agreement and a the ov after the conveyance of the Property provided for in the Agreement) any and all claims to wards of damages, if any, to compensate for the closing, vacation, o change of grade of any street, alley or other public right-of-way within Or fronting or abutting on, or adjacent to, the Property which, pursuant to subdivision (a) of Section 103 hereof, is to be closed or vacated, or the grade of which is to be changed, and shall upon the request of the Agency subscribe to, and join with, the Agency to 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 OF ACCESS TO PROPERTY SEC. 201. Richt of entry far Utilities Service. The Agency reserves for it- self, the City, end ag public ueilfty company, a may be appropriate,theunquali- fied right to enter upon the Property at all reasonable time 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 c mtruct any building or other structure or improvement on within the boundary line of any ea meat for public utilities described o over, to in Paragraph (a), Section 2 of Part I hereof, unless such coca truction is provi- ded for in such easement of has been approved by the City. If approval for such construction is requested by the Redeveloper, the Agency shall use its best 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 Redeve Loper, the Avency shall permit representatives of the Redevelo- per to have access to any part of the property as to which the Agency bolds title, at all reasonable times for the purpose of obtaining data and making varis este concerning the Property n a necessary to carry out the Agreement. Aftero the con- veyance n- veyancefethe Property by the Agency to the Redeveloper, the Redeveloper shall permit the representatives of the Agency, the City and the United States of America access to the Property at all reasonable time$ which any of them deems necessary fox the purposes of the Agreement, the Cooperation Agreement, or the Contract for Loan and Capital Grant, including, but not limited to, inspection of all work being performed in connection with the construction of the Improvements. No compensation shall be payablenn r shall any charge be made in any form by any party for the access provided for in this Section. ARTICLE TII. CONSTRUCTION PLANS{ CONSTRUCTION OF IMPROVHNENTS; CERTIFICATE OF COMPLETION SEC. 301. Plane for Construction of imocwements. (a) Within thirty ( 30) days after Cue execution of this Agree- ment, the Redeveloper shall submit to the Agency preliminary plansat a Cale specified by the Agency and outline specifications prepared by the Architect, including a rendering, indicating surrounding buildings, all elevations and such perspective$ as my be necessary to Show the archi- tectural character of the improvements, for all of the Improvements to be constructed by it on the Property in accordance with the Site Plan, the Plan, the Application, the Project and this Agreement. The Agency shall review and approve or reject such preliminary plans and specifications and shall promptly notify the Redeveloper of its -3- (b) (c) approval or rejection in writing, setting forth in detail any grounds for rejection. If no grounds of rejection are delivered in writing to the Redeveloper within thirty (30) days after the submission, of the prelimin- ary plana and outline specifications, or any resubmission thereof as here- inafter provided, caps plans and specifications shall be deemed approved. In the event of a rejection, the Redeve Loper shall, within thirty (30) days after the date the Redeveloper receives the written notice of each rejection, resubmit the preliminary plana 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 for an original submission, until preliminary plane 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 sixty (60 ) days after the execution of this Agreement. Within sixty (60 ) days after the preLminary plans and outline specifications are approvsladt deemed approved, by the Agency, and in any ant within one hundred/ 12011 days after the execution of this Agree- ment, the, Redeveloper shall submit to the Agency final architectural pians and specifications prepared by the Architect and in conformity With the previously approved preliminary plane and outline specifications, the Site Plan, the Plan, the Application, the Project and this Agreement. Final architectural plans and specifications submitted hereunder shell be reviewed for such conformity inordance with the review and approval procedure net forth in subsection(a) hereof; provided, however, that the Redeveloper shall submit final architectural plane and specifications which met the requirements of this subsection and the approval of the Agency withinane hundred twenty(120) 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 of the Authority that the work to be done or completed is in aordance with the final architectural plans and specifications approved by the Agency in accordance with the provisions of this Agreement. No work shall be done on the construction of the improvements to be erected n the Property unless such work conforms in eery 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 plane and specifications say be modified from a to time by the Redeveloper acting alone, provided the plans and specifications as than modified are in substantial conformity with the final architectural plana and specifications as approved by the Agency. In the event t the Redevelo- per shall fail to comply with the foregoing requirements,, the Agency may, within aonable time after discovery thereof by the Agency, direct in Citing that the Redeveloper so modify or reconstruct such portion o portions of the Improvements erected or being erected on the Property as are not in c onformance with the approved final architectural plana and specifications orany approved modifications =hereof, as to bring them into conformance therewith. The Redeveloper shall promptly comply with -c- such a directive, and shall not proceed further with construction of the Improvements until such directive is complied with. Any delays i com- pletion of the Improvements .resulting from such unapproved modification or nstruc tion shall not be a ground for the extension of the time limits of construction on the Property as provided for in Section 707 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 upon the plans and specifications SO submitted. SEC. 303. Evidence of Equity Ca ical and r i As promptly as Possible after approval by the Agency of the Cons true [ton Plans,and, in any event, o later than the time specified therefor in Paragraph (e), Section 5 of Part 1 hereof, the Redeveloper shall submit to the Agency evidence satisfactory to the Agency that the Redeva Loper has the equity capital and Commitments fax mortgage financing necessary for the construction Of the Improvements. SR0. 306. Approvals of Construction Plan and Evident of Con- ditions Precedent eo Convevence. The submission of Construction Plana and their approval by the Agency as provided in Section 301 hereof, and the submission of evidence of equity capital and commitments for mortgage financing as provided in Section 303 hereof,e conditions precedent to the obligation of the Agency to convey the Property tothe Redeveloper. SBC. 305. Commencement and Completion of Construction f T The Redeveloper agrees forltself, its s s and assigns and every successor in interest to the Property, say par[ [hereof, and the Deed shall contain covenants on the part of the Redeveloper for itself and such successors and assigns, that the Redeveloper and such successors and assigns shall promptly begin and diligently prosecute Co completion theredevelopment of the Property through the construction Of the Improvements thereon, and that such construction shall in any event be be- gun within the period specified in such Section 4 of Part I hereof and be completed within the period specified is such Section 4. It is intended and agreed, and the Deed shall so expressly provide, that such agreements aid covenants shall be cove - users 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 as otherwise specifically provided in the Agre ent itself, be, o 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 bythe Agency, s to the actual progress of the Re- developerwith 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 to construct the Improvements (including the dates for beginning end 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 add in the certification itself) a conclusive determination of satisfaction and termination of the agreements add covenants in the Agreement and the Deed with respect to the obligations of the Rede eloper, add its successors and assigns, to construct the Improvements and the dates for the beginning and comple- tion thereof; Provided, chat if there is upon the Property a mortgage insured o held or owned by the Federal Housing Administration and the Federal Rousing Admin- istration shall have determined that all buildings constituting a part of the Im- provements and covered by such mortgage are, in fact, substantially completed in accordance with the Construction Plans and aready for occupancy, then, in such ant, the Agency add the Redeveloper shall accept the determination of the Federal Rousing Administration as to such completion of the construction of the Improvements In accordance with the Construction Plans, and, if the other agreements and c e ants in the Agreement obligating the Redeveloper in respect of the construction and completion of the Improvements have been fully satisfied, the Agency shall forth- with issue its certification provided for in this Section. Such certification end 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 parte or parcels of the Property which, if so provided in Part I hereof, the Redeveloper may convey or lease as the Improve- ments to be constructed thereon are 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 been Rede in accordance with the provisions of the Agreement. Such certification shall man and provide, (1) that any party purchasing or leasing such individual pert or parcel pursuant to the authorization herein contained shell not (because of such purchase or lease) i any obligation with respect to the construction of the Improvements twisting to such part or parcel r to any other part or parcel of the Property; and (2) that neither the Agency nor any other party shall thereafter have or be entitled to exercise with respect t any such individual pert or parcel so said (or, in the case of lease, with respect to the leasehoLd interest) any rights or remedies orcontrols that it may otherwise have r be entitled tae rciee with respect to the Property a silt 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 or assign, unless (1) such default or breach be by the pruchaser or lessee, or any encr in interest to or deign of such individ- ual pert or Potosi with respect to the covenants contained and referred to in Section 401 hereof, and (ii) the right, remedy or control Yolanda to such default or breech. (c) Such 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 xrordation 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 ptovis£ons 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 what measures acts it wi-L be n ary, in the opinion of the Agency, for the Redeveloper to take or perform in order to obtain such certification. -6- ARTICLE IV. RESTRICTIONS UPON USE OF PROPERTY SEC. 401. Restrictions on Use. The Redeveloper agrees for itself, and its successors and assigns, and eery au n interest to the Property, o any partthereof, and the Deed shall contain e c ants on can part of the Redeveloper for itself, and such successors and assigns, that the Redevetopen, and such succes- sors and assigns, shall. (a) Devote the Property to and only to and in accordance with the uses sec ea iefprveed Deecliar�ggn1 faRedatrictiore; and the Urban Renewal Authority (b) Not discriminate upon the baeia of race, r color, 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; fining Upon Successors in Interest, Period of Duration. It is intended and agreed, and the Dead shall so expressly provide, that the agree- ments and covenants provided in Sectiaa 401 hereof shall be covenants r nniug with the land and that they shall, in any event, and without regard to technical rLassi_ fication or designation, Legal or otherwise, and axcept only a 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 and assigns, the City and any successor in interest to the Property, any part t other land or any Prot thereof, and Ms ow of any ocher land r(oreq any interest re such land) in the Prefect Area which Res is subject to the land a States (in the candase restrictions the of the Declaration of siotzictiof S and the 1United ereof), ae ins the c Redeveloper, Che c s provided in subdivision assigns (b) every Section 401 hereof), stator the Property, or any and assigns in end every ei z in interest to the Property, o any successors tees eo r part thereof o any part thereof. Mersin, and any party en possession ndagreed ed occupancy of the Property o t p pare thereof. Ir is f(a) of Section and agreed Sthathoji the agree- ment fe and covenant provided me subdivision until t (a) of Rspecif 401 hereof refit remain in effect for the rt I h re time, o until the date, specified an o vefanted to in Section 6 of Part I reemef (e[ which time eprM1 provided in subdivision and c enc shall ctiontermin- ate) end Cha[ the ogre and c mute pzwided Ia totime(b) of , that 401 hereof shall r n ineffect she l be be ding on the a o Clop: Provided, cher such agreements erect agnea shall be binding on Me Radreof, an leach p rtyM1 successn interest to the Propertrespectively, and every pas thereof, as and ea ch party in party shallon h occupancy, t respectively, only for such period a cch au Props shall have title f. o enc in, sp or possession ihe o occupancy of, Plan"the Property oz part thereof. v e c specified iv the Urban Removal anguand doth u Agreereferment ingshe to include the ban Renewal Plan, o ,fonder her rete, in the Agreement shall Incl ode he IoM and all building, housing, and other z qutremen[s or restrictions of the Urban Renewal Plan peRaining to such land. p SEC. 403. ARencv aM United Stfltea Ri¢F[a to Enforce. In amplification, and nor in reatzic[lon, of Me pzovisiona of bhp preceding Section, it is intended and agreed that the Agency and its Successors and assigns shall be deemed beneficiaries of the agreements and c n provided in Section 401 hereof, and the United States shall be deemed a beneficiary of the c nant provided In subdivision (b) of Section 401 hereof, both for and in their or owright and also for the purposes of protecting the interests of the community and other parties, public or private, in whose favor az for whose benefit such agreements and covenants have -7- been provided. Such agreements and covenants shall (and the Deed shall so state) too in favor of the Agency and the United States, for the entire period during which such agreements and covenants shalt be in force and effect, without regard to whether the Agency or the United States has at any time been,remains, or is an owner of any I" o interest therein too n favor of which such agreements and covenants relates The Agency shall have the right, in the event of any breach of any such agreement o ant, and the United Staten shall have the right in the event of any breach of the ccovecant provided in subdivision (b) of Section 401 hereof, to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity o ether proper pro eedin g to enforce the curing of such breach ofagreement or sot, to which it o any other base ficiariea of such agreement o ma ant y be entitled, but nothing herein contained shall obligate the Agency to institute or prosecute such curative action. SEC. 404, Advertising. The Redeveloper agrees for itself, its a and signs, that during c natruction and thereafter the Redeveloper, and itsa and assigns, shalt include in all advemtiaing for the sale o ental of the Property statement to the effect (a) that the Property is open to all persona without die- crimisation on the basis of race,color, creed or catioral origin and (b) that there shall be so discrimination in public access and use of the property to the extent that it is open to the public. ARTICIX V. PROHIBITIONS AGAINST ASSICIDUNT AND TRANSFER SEC. 501. Representations as to Redevelopment. The Redeveloper represents and agrees that its purchase of the Property, and its ocher uMertakiags 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 teat, In view of (a) the importance of the redevelopment of the Property to the general welfare of the comma icy; (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 Redeveloper or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in the ownership or distribution of such stock or with respect to the Identity of the parties in 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 qua lfficationa and identity of the Redeveloper, and its stockholders, are of par- ticular concern to the comity and the Agency. The Redeveloper further recognizes that it is because of such qualifications add identity that the Agency is entering ring into the Agreement with the Redeveloper, and, in so 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 in addition a surety bond or �imilar undertaking for such performance of all undertakings and covenants in the Agreement. MIS SEC. 502. Prohibition Again Transfer of shale, of gsrk: Binding Mon Stoc_k- holdexa Individual. For the foregoing reasons, the Redeveloper represents and agrees for itself, its stockholders, and any successor in interest of itself and its stockholdexs, respectively, that: Prior to completion c£ the Lmpro ements as cer- tified by the Agency, and without the prior written approval of the Agency, r a there shalt be no transfer by any party owning LO per cent ormore of the stock in the Redeveloper (which term shall be deemed for the purposesof thin and related pro- visions to includes in interest of such stock o any part thereof or in- terest therein), (bnor ashall any such owner suffer any such transfer to be made, (c) nor shall there be or be suffered to be by the Redeveloper, or by any class of 10 per cent or more of the stack therein, any other similarly significant change in the own ship of such stock or in the relative distribution thereof, or with respect to the identity of the parties in control of the Redeveloper or the degree thereof, by any other method or means, whether by increased capitalization, merger with pother corporation, corporate o other amendments, issuance of additional or new stock o classification of stock[ orotherwise. 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 add assigns, that: (a) Except only (1) by way of security for, and only for, (i) the purpose of obtaining financing oe ary to enable the Redeveloper o any successor interest tothe sproperty, o any part thereof, to Paris= its 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 thrown have been completed, and which, by the t of the Agreement, the Redeveloper in authorised to conveyor lease as such Improvements ares ompleted, the Redeveloper (except a authorised) has not made a created, andthat it will not, prior to the proper completion of the Improvements as certified by the Agency, make or create, orsuffer to be made o created, any octal or partial sale, assign- ment, conveyance, or Lease, o any trusor power, n or transfer i any other mode o fox of o with reaper[ to the Agreement or the Property, any Part thereof o any interest therein o any contract o agreement to do any of the Sam, 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 an to completion of con- struction - structlon of the Improvements, the Redeveloper may enter into any agreement to sell lease, or otherwise transfer, after the issuance of such certificate, the property o any partthereof 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 r the interest therein to be so transferred, prior to the issuance of such certifi- cate. (b) The Agency Stall be entitled to require, except as otherwise provided in the Agreement, s conditions to any such approval that; -9- (1) Any proposed transfereeshall have the qualifications and financial responsibility, as determined by the Agency, necessary and adequate to fulfill the obligations undertaken in the Agreement by the Rede- veloper (or, in the event the transfer is of or relates to part of the Property, such obligations to the extent that they relate to such part). (2) Any proposed transferee, by instrument in writing satisfactory to the Agency and in form recordable among the Land records, shall, for itself and its s and assigns and expressly for the benefit of the Agency, thave rexpressly assumed all of the Obliga- tions of the Redeve Loper under the Agreement and agreed to be subject to all the conditions and restrictions to which the Re- developer is subject (or, n the event the transfer is of o relates to part of the Property, such obligations, conditions, and astrictions to the extent that they relate to such part): Pro- vided, that the fact that say transferee of, o any other s cessor in interest whatsoever to the Property, o any part thereof, shall, whatever the reason, v not have assumed 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 or except such transferee a of or from such ob- ligations conditions, o estrictiontorsdeprive or limit the Agency of or with respect to any rights or remedies or controls with respect to the Property or the construction of thelmprove- ments; it being the intent of this, together with other provisions of the Agreement, that (to the fullest extent permitted by law and equity and excepting only in the meaner and to the extent specific- ally provided otherwise In the Agreement) no transfer of or change with respect to ownership in the Property or any part thereof, o any Interest therein, however consummated o ring, and whether r voluntary or voluntary, shall operate, legally or practically, to deprive It limit the Agency of or with respect to any rights or remedies or c ontrols provided i resulting from the Agreement with respectto the Property and theconstruction of the Improve- ments that the Agency would have had, had there been no such trans- fer or change. (3) nere shall be submitted to the Agencyreview all instruments and other Legal documents involved in e-fecting transfer; and if approved by the Agency, its approval shall be indicated to the Redeveloper in writing. (4) The consideration payable for the t r by the transferee or on its behalf sha1L notexceed a amount repre ening the actual cost (including carrying charges) t the Redeveloper of the Property (or allocable the part thereof at interest therein 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 parts thereof other than those referred to in subdivision (2), Paragraah (a) of this Section 503) for profit prior to the completion of tie Improvements and to pro- vide than in the event any such assignment or transfer is made (and -lo- is hot canceled), the Agency shall be entitled to increase the Pur- chase Price to the Redeveloper by the amount that thee consideration payable for the assignment Or transfer is in excess of the amount that my be authorised pursuant Co this subdivision (4), and such consideration shall, to the extent it is in excess of the amount so authorised, belong to and forthwith be paidtotheAgency. (5) The its transferee desirablee in order to achieve coditonsas the Agency myyfinde and safeguard the purposes of CM Urban Renewal Ac[ and the Urban Renewal Plan. Provided, that in the absence of specific written agreement by the Agency to the Con- ary, no such transfer or approval by the Agency thereof shall be deemed to relieve the RedeveLoper, any other party bound in any way by the Agreement or otherwise with respect to the construction of the Improvements, from any of its obligations with respect thereto. SSC. 504. Information as to Stockholders. In order to assist in the effectu- ation of the purposes of this Article V and the statutory objectives geaeraLly, the Redeve Loper agrees that during the period between execution of the Agreement and com- pletion Of the Improvements ascertified 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 ace or transaction involving or resulting In any change in the ownership of such stock or in the relative distribution thereof, or with respect to the identity of the parties inontrol 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 Lima as the Agency may request, furnish the Agency with a complete statement, subscribed and sworn to by the President or other executive officer of the Redeveloper, setting forth all of the stockholders of the Redeve Loper and the extent of their respective holdings, and In the event any other parties have a beneficial interest in such stock their se and the extent of such interest, all as determined or indicated by the recores o4 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 o of the stock in the r Redeveloper, and by such other knowledge o information asuch officer shall have. Such lists, data, and information shall in any event be furnished the Agency immedi- tely prier to the delivery of the Deed to the Redeveloper and as a condition pre- cedent thereto, and annually thereafter on the anniversary Of the date of the Deed until the issuance o£ a certificate of completionforthe Property. ARTICLE mI. MORTGAGE FINANCING: RIGHTS OF MORTGAGEES SEC. 60L Limitation Won Encumbrances of PrWry=y. Prior to the completion of the Impro rents, a certified by the Agency, neither _he Redeveloper any suc- cessor r Sv interest tothe Property or any part [hereof shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Property, whether by eapress agreement or operation of law, or suffer any encumbrance or lien to be made on attach to the Property,ee cept for the purport of obtaining (a) funds only to the extent necessary for makingse the Tepro t and an (b) such ad- ditional funds, if any. amount not [ reed the PurchasePricepaid by the Re- developer to the Agency. The Redeveloper (or interest) stall notify the Agency in advance of any financing, secured by mortgage or other similar lien instru- ment, it proposes to anter into with respect to the Property, or any part thereof, -11- and in any event it shall promptly notify the Agency of any encumbrance of lien that has been eated on or attached to the Property, whether by voluntary act of the Redeveloperrotherwise. For the purposesof such mortgage financing a may be made pursuantto the Agreement, the Property may, at the option of the Redeveloper (oxn interest), be divided into several parts or parcels, provided that uch subdivision, In the opinion of the Agency, not inconsistent with the purposes of the Urban Renewal Plan and the Agreement and is approved in writing by the Agency. SRC. 602. Mortgagee Mot Obligated to Construct. Notwithstanding any of the pro- visions of the Agreement, including but not limited to those which a inten- ded toe be Covenants a running with the land, the holder of any mortgage authorized by the Agreement (including any such holder who obtains title to the Property or any part thereof as a result of foreclosure proceedings, or action in lieu thereof, but not including (a) any other party who thereafter obtains title to the Property o such part from or through such holder or (b) any other Purchaser at foreclosure sale other than the holder of the mortgage itself) shall in no e be obligated by the or Provisions of the Agreement to construct o complete the Improvements or to guarantee such construction o completion; n shall any comeneunt or any other provision n the Deed be countered to so obligate such holder: Provided, that nothing in this Section or any other Section or pro of the Agreement shall be deemed o construed to permit o authorize any such holder to devote the Property or any part thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided or permitted in the Urban Renewal Plan and in the Agreement. SBC. 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 oxants under the Agreement, .he Agency shall at the same time forward a copy of such notice or demand to each holder of any mortgage authorized by the Agreement at the last address of such holder shown on the records of the Agency. SEC. 604. Mortgagee's Option to Cure Defaults. A -ter any breach or default re- ferred to n Section 603 hereof, each such holder shall (insofar as the rights of the Agency a concerned) have the right, at its option, to c remedy such breach or default (or suchbreachor default to the extent that it relates to the part of the Property covered by its mortgage) and to add the cost thereof t the mortgage debt and the lienofits mortgage: Provided, that if the breach or default is with re- spect to construction of the Improvements, nothing contained in this Section or any other section of the Agreement shall bedeemed to permit or authorize such holder, either before or after foreclosure o action in lieu thereof, to undertake o t con- tinue the construction o completionov n s£ the Imprmes (beyond the extent ne ary to < rt protect Improvements or construction already made) without first hav- ing expressly assumed the obligation tocthe Agency, by written agre ment satisfactory n 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 Improv relating to the Property or applicable part thereof shall be entitled, written request made to the Agency, to certification a certifications by the Agency to such effect in the manner provided in Section 307 of the Agreement, aad any such certification shall, if s requested by such holder, me and provide that any remedies or rights with respect to recapture of o n recasting of title to the Property chat the Agency shall have o be entitled s tobecause of failure of the Redeveloper or any successor In interest to -12- the Property, ors any part thereof, to < remedy any default with respect to the construction of the Improvements o otherparts or parcels of the Property, or be- cause of any ocher default in or breach of the Agreement by the Redeveloper or such shall not apply to the part or Parcel Of the Property t0 which such cer- tification relates. SBC. 605. Agency's Option to Rev Mortgage Debt or Purchase Pxooert . In any where, subsequent to default or breach by the Redeveloper (otcx in in- terest) under the Agreement, the holder of any mortgage on the Property or part thereof (a) has, but does not exercise, the option t0 construct or complete the Im- provements relating to the Property or Part thereof covered by its mort- gage t -gage r Co which IC has obtained title, and such failure continues for a period of sixty (60) days after the holder has been notified or in- formed of the default or breach; or (b) undertakes construction or completion Of the Improvements but does not complete such construction within the period aa agreed upon by the Agency (which period shall in any event be at least as long as the period pre- scribed for such construction o completion in the Agreement), add such default shall not have been curewithin sixty (60) days after written demand by the Agency so to d0, the Agency shall (and every mortgage instrument made prior to completion of the Im- provements with respect to the Property by the Redeveloper or successor in interest shalt so provide) have the Option of paying to the holder the amountof the mortgage debt add securing ans signment of the mortgage and the debt a or, thereby, o , In the event Own rship Ofthe Property (or Part thereof) has vested in such holder by way of foreclosure or action in lieu thereof, the Agency shalt be entitled, at its Option, C0 a conveyance to it of the Property or part thereof ( as the C may be) o upon payment to =nth holder of an amount equal to the aum of: (i) the mortgage debt at the time Of foreclosure or action in Lieu thereof (less all appropriate credits including Chose resulting from collection and application of rentals and other in - coca received during foreclosure proceedings); (it) all expenses with respect to the forclosure; (iii) the net expense, if arty (exclusive of general overhead), incurred by such holder in add as a direct result Of the subsequent management of the Property: (Lv) the casts of any Improvements made by such holder; and (v) an amount equivalent o the interest that would have rued o u the aggregate Of such amounts had all such amounts become part of the mortgage debt and each debt bad continued in existence. SBC. b06. Agency's Option to Cure Mortgage Default. In the event of a default r breach prior O the completion of the Improvements by the Redeveloper, rany suc- cessor in interest, in o of any of its Obligations under and Co the holder of an mortgage or other instrument creating an encumbrance or lien upon the property or part thereof, the Agency may at its option cure such default or breach, r which case the Agency shall be entitled, in addition to and without limitation upon any Other rights or remedies Co which it shall be entitled by the Agreement, Operation of law, O Otherwise, to reimbursement from the Redave Loper or successor in interest Of all costs and expenses Incurred by the Agency Incuring such default or breach add Co a Lien upon the Property (or the part thereof to which the mortgage, encumbrance, O lien relates) for such reimbursement: Provided, that say such Limi 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 authorized by too Agreement. SEC. W). Mortgage and Holder. For the purposes of the Agreement: The team "Mort - GaAs" shall include a deed of trust or other instrument creating a umbra r lien upon the Property, o any part thereof, a security for a loan. encumbrance o team e o "holder" in reference to a mortgage shall include any insurer or guarantor of any obligation or condition secured by such mortgage or deed of trust, including, but not limited to, the Federal Rousing Commissioner, the Administrator of Veterans Af- fairs, and any successor in office of either such official. ARTICLE VII. R&fBDIES SEC. 701. In General. 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 successor to such party, such party (or successor) shall, upon written notice from the other, proceed immediately to came or remedy such defaultor breach, and, in any event, within sixty (60) days after receipt of such notice. In such action is t taken o not diligently pursued,or the de- fault or breach shall Act be cured or remedied within a reasonable time, the aggrie- ved party may Institute such pro eedingey be necessary or desirable In its opinion m ee and remedy such default or breach, including, but not limited to, proceedings atocompelspecific 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 ant tender conveyance of the Property or possession thereof In the manner and condition and by the date provided in the Agreement, and any such failure shall not be cured within thirty (30) days after the date of written demand by the Redeveloper{ or (b) the Redeveloper shall, after preparation of Construction Plana satisfactory to the Agency, furnish evidence satisfactory to the Agency that it has been unable after and despite diligent effort for a period of sixty (W) days after approval by the Agency of the Construction Plans, to obtain mortgage financing for the construction of the improvements on a basis and on terms that would generally be considered satisfactory by builders or contractors for improvements of the natureand type provided in such Construction Plane, and the Redeveloper shall, after having submitted such evidence and if so requested by the Agency, continue to make diligent ef- forts to obtain such financing for a period of sixty (60) days after 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 may 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 violation of the Agreement (i) the Redeveloper (or any successor in interest) assigns o attempts to assign the Agreement or any r rights therein, or In the Property, or -14- p or distribution Of the stock (11) there SB any change the respect of the Redeveloper or with to the identity Of the Parties in control Of the Redeveloper or the degree thereof. Or by the (b) the Redeveloper does not submit dConstruct subdivision (b) oflace , as ggecHon 702 hereof) ev, 0x (except a i[ a capital and mortgage financing, liense that to y s theform, and inathe¢Su y sand by the dates finencfog, fu provided form, ran eL n epectivelY Pxmided im 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 the Agency, x transferee, Chen the Agreement, and any rights Of the Redeveloper, to or any assigee o Proper Y. in the Agreement, or arising therefrom with reap or shall, at the option of the Agency, be terminated by the Agency, In which event, as provided in Paragraph (d), Section 3 Of Part I he of, the lleposit aha 11 be retained by the Agency as liquidated damages and a its property without any deduction, Off- set OrTecoupecn[ whatsoever, and neither the Redeveloper (Or assignee or transferee, t the Agency shall have any further rights against or liability to the other under the Agreement. of foams Subsequent Can- Sf C. 704. ReveS[1 Title in A aro U on Sa sale Property e CO Redeveloper. In the event that subsequent to conveyance 0 aor ny PITT Chexe°f Co the Redeveloper and prior to campletlOn of Me Improvemen[a as certified by the Agency violate its (a) the Redeveloper (or successor in interes C) shall default in or v olate its. obligations with respecto the constructicanofethe Improvements (i or dia the nature and the dates for the beginning and any such Be shall abandon or substantially suspend cons [[uceion work, S o abandonment or S spxenSlOn shall of be cured, ended, T fault, vlolaCiOn, months if the default Sa wish remedied to thendateefor3) months completiona of the Improvements) after written do - respect o to d°( a math ed the Agency e r ry7 the Redeveloper ent successor in interest) Sa shalt fait To pay real torose taxes or place hereon encmbrance or lien part thereofunauthorized when dna, O shall plat Buffer on any encumbrance attache or lien madeM1or any by the Agreement or shall 1 attachment ed be eneumb¢ o any en to attaa mechanics taxis r asst smear unauthorized not Save been ncepaid or lien encumbrance and such removed o Saeasee°te shall not have been paid o[ the en ency and or for1ien Such payment, removal dor discharge withiion n ninety (90)isfactory uthe days after writ payment, genu Chdemand by the Agency SO to d0. or (c) there SS, he violation of the a in the any transfer of the Proion ortyft ore any part [hereof, or any change in The °w ¢retie or distridentity Of the o£ the stock of the Redevel°PeT, ° with respect to the identity n£ Ct¢ parties control of the RedevelOPeT or the degree thereof, and such violation Seal not be cared within sixty (60) daye after written demand by the Agency TO the Redeveloper, -Is- then the Agency shall have the right t -enter and take posseasion of the Property and to terminate (and revest in the Agency) the estate conveyed by the Used to the Redeveloper, it being the intent of this provision, together with other provisions of the Agreement, that the conveyance of the Property to the Redeveloper shall be made upon, and that the hand 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 other action or inaction, within the period and in the ma stated i 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 inter- ests of the Redeveloper, and any assigns orsuccessors n interest to and in the Property, shall revert to the Agency: Provided,than such condition subsequent and any revesting of title as a result thereof in the Agency (I) shall always be subject to and limited by, and shall not defeat, render valid, or limit in any way, (i) the lien of any mortgage authorized by the Agreement, and (If) any rights or interests provided in the Agreement for the protection of the holders of such mortgagee; and (2) shall not apply to individual parte or parcels of the Property (or, in the case of parte or parcels leased, the leasehold interest) on which the Im- provements to be constr,cted thereon have been completed in accordance with the Agreement and for which aertificate of completion is issued therefor as provided in Section 307 hereof. SEC. 705. Resale of Reacquired Property; Disposition of Proceeds, Upon the re- vesting in the Agency of title to the Property or say part thereof as provided in Section 704, the Agency shall, pursuant to its responsibilities under State law, use its beat efforts to resell the Property or part thereof (subject to such mortgage liens and leasehold interests as in Section 704 get 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 qualified and responsible party Or parties (as determined by the Agency) who will assume the obligation of making o completing the Improvements or such Other Improvements in their stead as shall be n U satisfactory to the Agency a a ordan Iith Ong specified for such Pro- perty or part thereof in [hepon such resale of the Property, the proceeds thereof shill be applied ion (a) First, to reimburse the Agency on its own behalf or the behalf of the City for all costs and expenses incurred by tie Agency, including but not limited to salaries of personnel i notion with the recapture, man- agement and resale of the Property orpartthereof (but less any income derived by the Agency from the Property or par n thereof in c ith s such management); all taxes, assessments and water and snake connection ewith aspect to the Property or partthereof (or in the eventhe Property is exempt from taxation or assessment mento such charges during the period of ownership thereof by the Agency, an amount, if paid, equal to such taxes, asnessments or charges (as determined by the City assessing official) a would have been payable 1f the Property were not so excempt); any payments made ornecessary n to be made to discharge any encumbrances or Liens exist- ing ontheProperty of part thereof at the time of resenting of title -16- thereto in the Agency or to discharge at prevent from attaching or being made any subsequent encumbrances or hens due to obligations, defaults or e acts of the Redeveloper, its e ns r tram any expenditures made or obligations incurred with respect to the making or completion of the Imps say part thereof on the Property or part thereof: and any amountsotherwiseowing the Agency by the Redeveloper and its succes- sors or tram farces; and (b) Second, to reimburse the Redeveloper, its successor or transferee, up to the amount 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 invested by it In making any of the Improvements on the Property or part thereof, leas (2) any gains or income withdrawn or made by it from the Agreement or the Property. Any balanceremaining after such reimbrumments shalt be retained by the Agency as its propert. SRC. 706. Other Rights and Remedies of Agency, No paiver by Delay. 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 tight, title and interest of the Redeveloper, and (except for such individual parts or parcels upon which construction of that part of the Improvements required to be constructed there- on has been completed, i accordanceo with the Agreement, and for which a certificate of completion as provided in Section 307 hereof isto 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 resenting of title thereto in the Agency: Provided, Chat any delay by the Agency in instituting or pro- secuting any such actions or pro eedingsos otherwise asserting its rights under this Article VII shall not operate awaiver of such rights or to deprive it of or limit such tights in any way (it being the intent of this provision that the Agency should not be constrained rained (so s to avoid the risk of being deprived of or limited in the exercise of the twenty 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); am shall any waiver in fact made by the Agency with respect to any specific default by the Redeveloper under this Section be core leered or treated as a waiver of the rights of the Agency with respect to any other defaults by the Redeve Loper under this Section orwith respect to the particular default except to the extent specifically waived in writing. SRC. )0]. Enforced Delay in Performance for Causes Beyond Control of Party. For the purposes of any of the provisions of the Agreement, neither the Agency nor the Redeveloper, as the case may be, no any successoriinterest, shalt be con- sidered - 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 or negligence, including, but not restricted to, acts of Cod, acts of the public enemy, acts of the Federal Government, acts of the otherparty, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually -1)- severe Bather or delays of subcontractors due to such causes; it being the purpose and intent of this provision that in the event of the occurrence of any such enforced delay, the time or same for performance of the obligations of the agency with re- spect to the preparation of the Property for redevelopment o of the Redeveloper with respect to construction of the Improvements, as the c may be, shall be extended for the period of the enforced delay es 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 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, shall be c - Lative, and the exercise by either party Of any one or more of such r medies shall not preclude the exercise by it, at the s r differentmetiof any other such mea remedies for the 9 default or breach or of any of its remedies for any Other de- fault or breach by the other party. No waiver made by either such party with respect t0 the performance, e r time thereof, o any obligation of the other party or any condition tc its has obligation under the Agreement shall be considered a waiver of any rights of the party making the waiver wit., respect to the particular obligation of the other party or condition to its am obligation beyond those expres- sly waived in writing and to the extent thereof, or a waiver in any respect i re- gard to any other rights of the party making the waiver or any other obligations of the other party. SEC. 709. Party in Position of Surety With Respect t0 0bligatiOne. The Rede- veloper, for itself and its successors and assigns, am for all other persons who are or who shall become, whether by expresso implied assumption or otherwise, liable upon or subject to any obligation or burden under the Agreement, hereby waives, t0 the fullest extent permitted by law aW equity, any and all claims or defenses otherwise or whether by agreementoperation of law, including, without limitation o the generality of the fogoing, any and all claims and defenses based upon extension of time, indulgence or modification of terms of contract. ARTICLE VIII. MISCELLANEOUS SEC. 801. Conflict of Interests: Agency Representatives Not Individually Liable. No member, official oremployee of the Agency shall have any personal in- terest, dire r indirect, in the Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreementwhich affects his personal interests or the interests of any corporation, ptnership or association in which he is, directly or indirectly, interested. No member, official or employee of the Agency shall be personally liable to the Redeve Loperrany successor in inter- , in the event of any default or breach by the Agency or for any Amount which may became due to the Redeveloper or successor or On any obligations under the terve of the Agreement. SEC. 802. Equal Employment Opportunity. The Redeveloper, for itself and its successors ae and assigns, agrees that during the construction of the Improvements pro- vided for in theAgEe mens (a) The Redeveloper will not discriminate against any employee of applicant fox employment because of race, creed, color Or national origin. The Re- developer will take affirmative action to ensure that applicants a em- ployed and that employees are treated during employment without regard to their race, eed, calor 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; ratea of pay or other forms of compensation; and selection for training, including apprenticeship. The Redeveloper agrees to pose in conspicuous Places available to employees and applicants for employment notices to be provided by the Agency setting forth the provisions of this nondiscr Mine - 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- cants will receive consideration for employesect without regard to re , creed, color or national Origin. (c) The Redeveloper will send to each Labor union or representative of workers with which the Redeveloper has a collective bargaining agreement or other contract or unders reading, a notice, to be provided, advisiug the labor union or workers'representative of the Redevelopercommitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall poet copies of the notice in conspicuous places available to employees and ap- Pittante for employment. (d) The Redeveloper wi1L 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 Redeveloper 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 Incising and Urban De- velopment, pursuant thereto, and will permit access to the Redeveloper's books, r r records, and a ounta by the Agency, the Secretary of Rousing and Urban Development, and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. (f) In the event of the Redeveloper's noncompliance with the nondiscrimination clauses of this Section, o with any of the said rules, regulations oror- ders. der , the Agreement may be canceled, terminated o suspended in whole o in part and the Redeveloper may be declared ineligible for further Govern- ontracts or federally assisted construction contracts In ace ordauc with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be Imposed and remedies Invoked as provided in Executive Order L1246 of September 24, 1965, or by rule , regulation or order of the Secretary of Labor, or as otberwise 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 in every subcontract entered into by any of .its eantractove,:unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, L965, 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 corm reaction 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 - eluding a nctions for n ompliance88Provided, however, that in the event the Redeveloper becomes Involved in, or is threatened with, litigation with a subcontractor or vendor ascult of such direction by the Agency r the Department of housing and Urban Development, the Redeveloper my request the United States to enter into such litigari on to protect the in - retests of the United States. For the purpose of including such provisions in say 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." SEC. COS. Provisions Not Nerved With Deed. None of the provisions of the Agreemnt are intended to or shall be mrged by reason of any deed transferring title to the Property from the Agency to the Redeve Loper or any successor n interest and any such deed shall not be deemed to affect or impair the provisions and cove - ounce of the Agreemnt. SEC, 804. Titles of Articles and Sections. Any titles of the several parts, a Articles and Sections of the Agreement a n inserted for convenience of reference only and shall be disregarded in construing orinterpreting any of its provisions. -20- COUNTERPARTS The Agreement is executed in three (3) counterparts, each of which shall con- Stitute one and the mime instrument. IN WITNESS WHEREOF, the Agency has soared 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 hie caused the Agreement to be duly executed in its name and behalf by its President and its corporate Seal to be hereunto duly affixed by its Secretary, on or as of the day first above written. OPTION RENEWAL AUTHORITY OF THE CITY OF BANGOR Attest (secretary) iSAT Approved: In City Council Pate: Council order No.: SCHEDULE A Description of Property All that certain parcel or parcels of land located ir. the City of Bangor, County of Penobscot, State of Nates, more particularly described as follows; Beginning at the paint of intersection of the west line of Broad Street and the south line of Independent Street; thence southerly, along the west line of Broad Street S 14° 01' 40" e, two hundred seventy enc ninety hundredths (270.90) feet to an angle point; thence continuing southerly, on the westerly line of said Broad Street S 19° 07' 23" W, eighty-four and six tenths (84.6) feet, more or less, to a paint on the northeasterly line of Union Street; thence northwest - arty, along the said northeasterly line of Union Street, two hundred eighty-six and two tenths (286.2) feet, more or less, to a point; thence northeasterly N 361 41' 28" 8, sixty-one and four tenths (61.4) feet, more or less, to a point in the southeasterly line of Independent Street; thence continuing along the same course N 36° 41' 28" E, one hundred forty-two and five hun- dredths (142.05) feet to a paint; thence N 75° 58' 20" E, twenty-four and seventy-four hundredths (24.74) feet to an angle paint in the southerly line of Independent Street; thence continuing on the same course easterly, along the southerly line of Independent Street, N 75° 58' 20" 8, fifty-five and twenty-six hundredths (55.26) feet to the point of beginning. The coordinates of the point of beginning, y. 351 935.15, x. 429 733.77, all distances and all bearings are based on the pairs State Coordinate System, East tone. Excepting, however, from the above described premises a parcel of land new or formerly owned by A. A V. Baldacci as described in a deed dated June 28, 1961 and recorded in the Penobscot Registry of Deeds in Vol. 1790, Page 13. PROJECT1 niece -.,;_i ..i ..art...., .: 5, ..- .... - ----------- NORTH ___ ___ NORTH a