HomeMy WebLinkAbout1969-05-05 138-W ORDER13&w
Introduced by Canceller Harry, May 5, 1969
CITY OF BANGOR
(TITLE) (DrlllfTa-... Approving Proposed Con{rapt for sale of Land in the Stillwater
Park Urban Renewal Project Parcel No .97
By the CYty Coawit a/tka 04 of Deaver;
ORDERED, .
THAT WEERMS, the Urban Renewal Authority of the City of Bangor proposes
to enter into a contract for the sale of parcel numbered 97 "
In the Stillwater Park Urban Renewal Project with c r
and
WHEREAS, the said'♦
has offered to pay the a= of SR,DOD•OU
for said parcel said price being the minimi® approved price for said parcel
as established by the Urban Renewal Authority and approved by the Department of
Housing and Urban Development; and
WHEREAS under the provilions of Chapter 168 of the Private and
Special Lave of Maine, 1957, as amended, City Connell 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 gnemita a Valley, Inc. in the office of the City Clark;
NOW, INTERPOSE, 0H IT ORDERED;
THAT the proposed contract on file with the City Clerk be and
is hereby approved.
13 E -w
0 1 D ER
UUe,
IN clw COUNCIL
May 5, 1969 ...$ale o£.katd In Stillwater Pazk
...................
PASSEL
Urban R nWdl PEO je<t - Cel NO. 96
......................................
CITY C
duced and Filed by
-C1Ec�
(TITLE) Wri
138-w
Introduced by Councilor Harry, May 5, 1969
CITY OF BANGOR
Parcel No .
By IAs Clfy Council of the City ojBmpor:
ORDERED,
TMT WHEREAS, the Urban Ren al Auority of the City of Bangor proposes
to enter into a contract for the sale f rel numbered 96
In the Stillwater Park Urban Renewal P act with Eremite & Valley, Inc.
and
WHEREAS, the said
has offered to Pay the euro of Twe no
tsand Dollars ($20,000.00)
for said parcel , said price beg the mini um approved price for said parcel
as established by the Urban genial Authority and approved by the Department of
Noosing and urban Development; and
WHEREAS under: the provisions of apter 160 of the Private and
Special Lave of Maine,. L957, an 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 Eremita & Valley, Inc. in the office of the City Clark;
HOW, THEREPORE, BE IT ORDERED:
THAT the proposed contract on file with the City Clerk be and
is hereby approved.
ci-1VED
1969 0.PF 30 AH I: 53
ORDER
CITY CI EAK'S OFFICE
'I Ty �. o.�r.P W, NE Title,
IN CITY CO IL
NaI, 5, 1969
Amended by deleting Parcel No. 96
and adding "Parcel No. 97' and further
amended by changing "$20,000" to $2,000"
AN amended, PASSED.
uc; CLERK
Sale Of land Stillwater Park IN
.........................
..Ya EN, AW. 9.2 ......................
doted lied by
Note:
Order 138-W should be amended as follows:
The Parcel No. should read 97 rather than 96
The aum o£ said parcel should read $2,000.00
rather than $20,000.00
STII.LWATER PARR PROJECT
PROJECT NO. NE. R-4
------------------------------------- I-----_-----.
PART I
of
CONTRACT FOR
SATS OF LAND FOR PRIVATE REUEVELOPNENT
(OFFER AND ACCEPTANCE)
By and Between
_Urban Renewal Authoria of the City of Banaor
and
Eremite 6 Valley, Incorporated
PART I
CONTENTS
section
Page
1.
Sale: Purchase Price
2
2.
Conveyance of Property
2
3.
Good Pelee Depoeft
3
4.
Tim for Coemencement and Completion of Imptovemente
4
5.
Time for Certain Other Actions
4
6.
Period of Duration of Crescent on Use
4
y.
Notices and Demands
5
8.
Special Provisions
5
9.
Mad Sficatfona of Part II
5
10.
Counterparts
5
CONCIpUT FOR
SAIR OF LAND FOR PRIVATE 880RV8LOPMEM
ACRBEMEM, consisting of this Part I add Part II (Foam R-62098, 1-64)
moaned hereto and made a part hereof (which Part I and Part II are together
hereinafter called "Agreement"), made on or as of the 23rd day of
A"iI 19-U by and between the Urban Resonant Authority of
the City of Mcgot, a public body corporate (which, together with any am -
censor public body or officer hereafter designated by or pursuant to law, is
hereinafter called "Agency"), established pursuant to Ch pier 168 of the Private
and Special Lane of the State of Maine, 1959, as amended ;hereinafter called
"Urban Renewal Act") and having its office at City Hall in the City of Bangor
(hereinafter called "City"), State of Maine, and the
Eremita 6 Valley, Incorporateda corporation organized
and existing under the laws of the State of Maine
hereinafter called 'Redeveloper") and having an office for the transection
of business at 39-43 Breadlawn Drive
in the City of Brewer County of Penobscot
and State of Maine WITN85SEIH:
=RRAS, in furtherance of the objectives of the Urban Manual Act, the
Agency has undertaken a program for the clearance and reconstruction or re-
habilitation of alum and blighted areas in the City, and in this connection
is engaged in carrying out an urban renewal project known as the "Stillwater
Park Urban Renewal Project" (hereinafter called "Project") in an area (here-
inafter called 'Project Area") located in the City; and
WHEREAS, the Agency bee offered to sell and the Redeveloper is willing
to purchase certain real property located In the Project Area and more partic-
ularly described In Schedule A annexed hereto and made a part hereof (which
property as so described to hereinafter called 'Property") and to redevelop
the Property for and in accordance with the aaspecified in that Declaration
of Restrictions r corded in Penobscot Registry of Made, Rook 2113, Page 835
and in accordance with the agreement; and
WHEREAS, the Agency believes that the redevelopment cf the Property pur-
suant to the Agreement, and the fulfillment generally of the Agreement, are in
the vital and beet interests of the City and the health, safety, =rate, and
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welfare of its residents, and in accord with the public purposes and provisions
of the applicable Federal, State, and local laws and requirements under white
the Project has been undertaken and is being assisted:
NOW, THEREFORE, in consideration of the pr®Saes and the autual oblige -
cions of the parties hereto, each of then does hereby covenant and agree with
the other as follows-
Me.
olLows:
SSC. 1. SALE: PURCHASE PRICE.
Subject to all the terms, covemmo, 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
Two Thousand Due Eundred Dollars ($ 2.100.00 ),
hereinafter called 'Rurcheee Price", to be paid in cash or by certified check
simultaneoualy with the delivery of the deed conveying the Property to the
Redeveloper.
SEC. 2. COWVESAWE OF PROPERTT.
(a) Porn of Deed. The Agency shall convey to the Redeveloper title to
the Property by Warranty Deed (hereinafter called "Deed"). Such conveyance
and title shall. In addition to the condition subsequent provided for in
Section 704 hereof, and to all other conditions, covenants, and restrictions
r"resonant,
set forth o referred to elsewhere to the mms
be subject to the ter.
If any, set
forth on said Schedule A, attached hereto.
(b) Time and Place for Delivery of Deed. The Agency shall deliver the
Deed and possession of the Property to the Redeveloper o
L9 ma
osuch earlier date as the parties hereto y mutual Ly agree in
writing. Conveyance shell be cede 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) ApoortLo,wenc of Current Taxes. The portion of the current taxes,
If any, on the Property which ere a lien on the date of delivery of the Deed
to the Redeveloper allocable to buildings add other Inprovementy which have
been demolished or removed from the Property by the Agency shall be borne by
the Agency, and the portion of such current taxes allocable to the land sha1L
be apportioned between the Agency and the Redeveloper as of the date of the
delivery of the Deed. If the content of the current taxes on the Property is
not ascertainable on such date, the apportloreent between the Agency and the
Redeveloper shall be on the basis of the mount of the mast To eu[ly ascer-
tainable teamon the Property, but such appornionnent 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 prompt Ly file the
Deed for tecOrdation in the Penobscot Registry of Deeds at Bangor, Mains.
The Redeveloper shall pay all costa (Snclud ing the cost of the Federal
documentary, stamp tax on the Deed, for which stamps in the proper: cunt
shall be affixed t0 the Deed by the Redeveloper) for so recording themDeed.
-2.
(e) Further Dbltaation' of the Agency and the Redeveloper.
See Schedule A.
SRC. 3. GOOD FAITR DRPOSIT.
(a) Amount. The RedeveLoper hoe, prior to or simultaneously with the
execution of the Agreement by the Agency, delivered to the Agency a good faith
deposit of cash or ecertified check satisfactory to the Agency in the amount
Of Two Hundred Ten and -------- --------__________________00/100--Dollars
U 210.00---------------------- ), heretrmfter called "Deposit", as security
for the performance of the obligations of the Redeveloper to be performed
prier to the return of the Deposit to the RMaveloper, or its retention by
the Agency as liquidated damages, ec its application oncount of the
Purchase Price, as the case may be, in accordance with the Agreement. The
Deposit, if cash tt certified check, shall be deposited in an account of the
Agency in a bank or trust company selected by it.
(b) Interest. The Agency shall be under no obligation to pay o ware,
interest on the Deposit, but if interest is payable thereon such interest
when received by the Agency shall be promptly Paid to the Redeverleper.
(c) APPlbcation to Purchase Price. upon written request of the
Redeveloper, the amount of the Deposit, made in cash or by certified check,
shall be applied on account of the Purchase Price at the time payment of the
Purchase Price is Deals.
(d) garnering by Agency. Upon termination of the Agreement as provided
in Section 203 hereof, the Deposit, if cash, or hoods or similar obligations of
the United States, including all Interest payable thereon after such
termination, or, if a 'story bond, the proceeds thereof, shall he retained
by the Agency as provided in Section 703 hereof.
(e) Return to andevelaeer, Upon termination of the Agreement as
Provided in Section 702 hereof, the Deposit shall be returned to the Redeveloper
by the Agency as PrOVlded in Section 202 hereof. If the Agreement shall not
have been terminated as in Section 702 "- 703 hereof provided, 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.
SudeweloPer zor the mortgage loan or Loans to assist in
financing the construction of the Improvements (as defined
in Section 301 hereof), certified by the Redeveloper to be a
Dow and correct copy or copies thereof;
(li) Hviimnce satisfactory to the Agency that the interim mortgage
lean to assist in financing the conettnetion of the Improvements
.ua been initially closed;
(1 i. i) 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
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band shall be In a penal sem equal to not less than ten
percent (10%) of the contest price under said construction
contract, certified by the Redeveloper to be a true and
correct copy thereof.
SBC. 4.. TRffi FOR CCNNENC@RNT AM CQ@LETION OF INPROV@66NTS.
The construction of the Improvements referred to in Section 301 hereof
shall be c need in any event within six (6) months after the date of the
Deed, and, except as otherwise provided in the Agreement, shell be completed
within eighteen (18) months after such Deed date.
SEC. 5. TINE FOR CERTAIN OFFER ACTIONS.
(a) Time for Submission of Construction Plane. The time within which
the Redeveloper shall submit Its 'Construction Places (as defined in Section
301 hereof) to the Agency in any event, pursuant to Section 301 hereof, shall
be no later than one hundred twenty (120) days from the date of this Agreement.
(b) Time for Submission of Corrected Construction Plane. Except as
provided in Paragraph (e) of this Section 5, the time within which the
Redeveloper Shall submit any new
rcorrected Construction Plane as provided
for in Section 301 hereof shall benotlater than sixty (60) days after the
date the Redeveloper receives written notice fran the Agency of the Agency's
rejection of the Construction Plans refected to In the latest such notice.
(c) Naximan Time for Approved Construction Plans. In say event, the
time within which the Redeveloper shall submit Construction Plans which conform
to the requirements of Section 301 hereof and are approved by the Agency shall
be not later than ninety (90) days after the date . the Redeveloper
receives written notice from the Agency of the Agency's first rejection of
the original Construction Plans submitted to it by the Redeveloper.
(d) Time for Agency Action on Change in Conatruction Place. The time
within which the Agency may reject any change in the Construction Plans, as
provided in Section 302 hereof, shall be forty-five (45) days after the date
of the Agency's receipt of notice of such change.
(e) Time for Submission of Videnne of Eguity Capital and Mortgage
Financing. The time within which the Redeveloper shall submit to the Agency,
in any event, evidence as to equity capital and any cp®itmeno necessary for
mortgage financing, as provided in Section 303 hereof, Shall be not later than
Thirty ( 30 ) days after the date of written notice to the
Redeveloper of approval of the Construction Plane 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 Plane so deemed approved.
SEC. 6. PERIOD OF DURATION OF COVENANT ON NSE.
The cosecant pertaining to the uses of the Property, set forth 1n Section
401 hereof, shall remain in effect from the date of the Deed until January 22,
2022, the period specified or refereed to in the ieclaratlon of Restrictions
or until such dace thereafter to which it may be extended by proper assessment of
the Declaration of Restrictions, on which date, as the case my be, such
covenant shall termirete.
SEC. I. NOTICES AND DEMANDS.
A notice, domed, o other com micacion under the Agreement by either
party to the other shall be sufficiently given or delivered if it is
dispatched by registered or certified call, postage prepaid, return receipt
requested, or delivered personally, and
(i) in the case of the Redeveloper, is addressed to or delivered
personally to the Redeveloper at
39-43 Broadlawn Drive
Brewer, Maine , and
(it) in the case of the Agency, Is addressed to or delivered
personally to the Agency at City Rall, Bangor, Maine
or at such other address with respect to either path party
as that Party may, from tics to rice, designate to writing
and forward to the other as provided in this Section.
SEC. R. SPECIAL PROVISIONS
This conveyance is subject to all the terms and conditions of the
Declaration of Restrictions for the Sti Lliater Park Project, Me. R-4, recorded
In Penobscot Registry of Deeds. Vol. 24, 'age 1-9.
SEC. 9. MODIFICATION OF PART -I.
The following excrements and modifications are hereby made in the teres,
covenants, and conditions forming Part II hereof -
SEC. 10. COUNTERPARTS.
The Agreement is executed In three (3) counterparts, each of which shall
constitute one and the same Instrument.
IN WITNESS
NNCREOP, the Agency has
caused the Agrement
to be duly
executed in its
name and behalf by its
Executive Director
and Its seal to
be heramm duly affixed
and
attested by its
Executive Director
,
and the
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Redeveloper has caused the Agreement to be duly executed In Its naw and behalf
by its President and its corporate seal to be hereunto duly affixed and
attested by its Secretary, on or as of the day first above written.
Rremita 6 Valley, Incorporated
(Redeveloper)
Ry
Attest:
In City Council Council Order No._
Date
Attest:
Attest;
(Secretary)
A True Copy, Attest:
-6-
(City Clerk)
Bangor Urban Renewal Authority
(Agency)
SCHEDULE A
Description of Property
All that certain Parcel or parcels of land located in the City of Danger, County
of Penobscot, State of Maine, more particularly described as follows:
Stillwater Park Project, Me. R-4
Parcel No. 96
Subject to the following covenants, restrictions and easements:
(if none, so state)
Snb]ect to telephone sea science at rear of property.
further obligations of the Agency and the Redeveloper:
-7-
DEPARTMENT OF HOOBING AND URBAN DEVELOPMENT
URBAN RENEWAL PROGRAM
TEW AND CONDITIONS
Part II
of
CONTRACT
FOR
BALE OF LAND FOR PRIVATE RRDEVELOPMENT
By and Between
URBAN RENEWAL AUTHORITY OF THE CITY OF BANGOR
and
&ZW17W g (�yGGtY, ZV�
ARTICLE I. PREPARATIM OF PROPERTY FOR REDEVELOPMENT
SEC. 101. Work TO Be Performed by A¢encv. 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 shall consist of the following (unless
the Agency and the Codeveloper hereafter Agree in
writing that any of such prepaz
CiOn shall not be done, or that 1t shall be done subsequent to the conveyance of the
Property):
(a) Demolition and Removal. The demolition and removal to the surface aleva-
tion the adjoining ground of all existing buildings, ocher structures
and improvements on the Property, including the removal of all bricks,
lumber, pipes equipment and other material, and all debris and rubbish r -
Aulting from such demolition, except such material and debris as my 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.
(1) 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 on the Property.
(e) Removal of public Utility Lines. The removal o abandonment by the Agency
or by the appznprtate 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
not including topsoil or landscaping) as will permit proper drainage and
place the Property in a safe, clean, sanitary and nonhazardous condition.
(g) Filling MaterlaLE. The filling of all basements o oche[ e -
posed a result of the work performed by the Agency pursuant totthis
e
Section, with noncombustible materials to a level twelve (12) inches below
the surface Of the adjoining ground on all sides thereof.
SEC. 102. expenses, Income and Salvaae. Alt expenses, including current taxes,
if any, relating to buildings other structures demolished or to be demolished in
accordance with Section 101 hereof aha 11 be bare by, and all income or salvages -
csived a result of the demolition of such buildings or structures shall belong
to the Agenc.
SEC. 103. Agency's Responsibilities for Certain other Actions. The Agency,
without expense to the Redeveloperor ent o claim against the Property and
prior to completion of the Improvementss(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 t0 be provided or secured, the following:
(a) Vacation of Streets. Stn. The closing and vacation of all existing Streets,
alleys and other public tights -Of -way within
r
o abutting on the Property,
except as may be otherwise provided within the Agreement.
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(b) Re
yla cling, Reaubd ivlc ion or Rezoning. The reelecting, resubdivision or
oni� of M Property, Lf necessary for the conveyanceethereof to the
Redeve Loper.
(c) ImDxwemente 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, orother public xigbts-of-
way (including catch basins, curbs and gutters, drive and curb cube, 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.
(e) Installation of Sidewalks. The installation (by the Agency or by the
appropriate public body), in accordance with the technical specifications,
standards and practices of the City, of public sidewalks along the front-
age of the public streets abutting 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 Signa and Fire Hydrants. The installation (by the Agency
or by the appropriate public body), in accordance with the technical
specifications, standards and practices by the City, of street lighting,
signs and fire hydrants in connection with all new streets abutting o
the Property and to be constructed pursuant to this Section.
(S) 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 all other public utility lines, installations and
facilities a necessary to be installed y relocated o r in connec-
tion
-
e are Property
b i e o onset
Urban
wee was Property by r of the f the redevelopment contemplated by the
the A Renewal llen and CM1e development of the ear any
Provided, a cC
the Agency shall not ce responsible unlit for, nor bear itY portion of the coat
theOf, Propertyinstallib the necessary Improvements
connections Iona witted the boundaries of
Che Property between the Improv este to be constructed storm
om the Property
by the Redeveloper and the water, y the CY a and e[ozm drain mains or
comer public utility Wi linea awned by the C1[y Derby any public telephone,
cher p within or Without such boundaries,
pu o electric, gap, telephone, o
atter public utility lines mored Re any public utility company permits o
without such boundaries, and the without c shall a any the ago
requited for any such installation without coat or expense Co the agency.
SEC. 104. Waiver of Claims and Joining to Petition by Redeveloper. The Rede-
veloper hereby waives (as the purchaser of the Property under the Agreement and as
the owner after the conveyance of the Property provided for in the Agreement) any and
all claims to awards of damages, if any, Co compensate for the closing, cation, o
change of grade of any street, alley o other public right-of-ways or fronting
or abutting an, 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
chaffed, and shall upon the request of the A3ency subscribe to, and join with, the
Agency In any petition or 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. The Agency reserves for it-
self, the City, ane any public utility company, may be appropriate, the unquali-
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 Sines 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 lines of any easement for public utilities described or referred
to in Paragraph (a), Section 2 of Part I hereof, unless such construction is provi-
ded for in such easement or 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 Redeveloper, the A,;ency shall permit representatives of the Redevelo-
per to have access to any part of the Property as to which the Agency holds title,
at all reasonable [Imes for the purpose of obtaining data and making various
teats concerning the Property n a necessary to carry out the Agreement. After the con-
veyance
oothe Property by the Agency to theRedeveloper, the Redeveloper shall
permit the representatives of the Agency, the City and the United Stater of America
a to the Property a all reasonable times which any of them deems
acres t aasap necessary
for the purposes of the Agreement, the Cooperation Agreement, or the Contract work for
Loa and Capital Grant, inclwith the
but cnotonstruction
Limited e , inspprove encs of all work being
performed i connection shall
ll a tke c ge[be made of the Improvements. No compensation
ashallccess
be payable o [ shall any charge be made in any form by any party for the
acre a provided for in this Section.
ARTICLE TIL. CONSTRUCTION PLANS; CONSTRUCTION OF
IMPROVEMENTS; CERTIFICATE OF COMPLETION
SEC. 301. Plane for Construction of Improvements.
(a) Within ( ) days after the execution of this Agree-
, the Redeveloper shall submit to the elgency preliminary plans at a
tale specified by the Agency and outline specifications prepared by the
Architect, including a rendering, indicating surrounding buildings, all
elevations and such perspectives a may be necessary to show the archi-
tectural character of the improvements, for all of the improvements t
betnstructed 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 plana
and specfficati ons and shell promptly notify the Redeveloper of its
-3-
(b)
(c)
approval o rejection i 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 specificatfom shall be deemed approved.
In the event of a rejection, the Redeveloper shall, within thirty (30)
days after the date the Redeveloper receives the written notice of Such
rejection, resubmit the preliminary plans and Outline specifications al-
tered to meet the grounds of rejection. Mesubmisa shall be sub-
ject to the review and approval of the Agency accordance with the pro-
cedure hereinabove provided for an original submission, until preliminary
plana 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.
Within ( ) days after the preliminary plana and outline
specifications are approved, or deemed approved, by the Agency, and in any
event within ( ) days after the execution of this Agree-
ment, the RedeveLoper shall submit to the Agency final architectural plan
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 shall
be reviewed for such conformity incordan with the review and approval
procedure set Earth i Subsection (a)hereof; provided, however, that the
Redeveloper shall submit final architectural plans and specifications
which meet the requirements of this subsection and the approval of the
Agency avium ( ) days after the execution of this
Agreement.
Me 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 Authoritythat 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 ber
erected
n the Property unless such work conforms in every respect to such approved
final architectural plans and specifications, except and only to the career
that modifications thereof have been requested by the Redeveloper i
Writing and have been approved i 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 plansand 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 anable 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 conformances with the approved final architectural plan and
specifications o any approved modifications thereof, as to bringthem
into conformance therewith. Me Redeveloper shall promptly comply with
-4-
such a directive, and shall not proceed further with construction of the
Improvements until such directive is
complied with. Any delays 1n -
pletion of the Improvements resulting from such unapproved modification
or reconstruction shall not be a ground for the extension of the time
limits of construction In the Property as provided for in Section 707 of
Part II of this Agreement.
(d) In submitting plana and specifications to the Agency for its approval,
the Redeveloper shall consider and take into account the planning and
design objective set forth in the Plan, and the Agency shall pursue such
Objectives in its review If and action upon the plans and specifications
so submitted.
SEC. 303. evidence of Equity Capital and Mortgage Financing. As promptly as
possible after approval by the Agency of the Construction Plans, and, in any event,
r
0 later than the time specified therefor n Paragraph (e), Section 5 of Part 1
hereof, the Redeveloper Shall submit t0 the Agency evidence satisfactory to the
Agency that the Redeveloper has the equity capital and commitments for mortgage
financing necee ary for the construction of the Improvements.
SEC. 304. Approvals of Construction Plans and Evidence of Financing As Con-
ditions Precedent to Conveyance. The submission of Conatrm tion Plane 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.aconditions precedent to the obligation of the Agency to
convey the Property to the Redeveloper.
SEC. 305. Commencement and Completion Of Construction of Improvements. The
Redeveloper agrees for itself, its successors
e
and aseigam and every successor in
interest to the Property, O any part thereof, and the Deed shall containcovenants
n the part of the Redeveloper for Itself and such successors and assigns, that the
Redeveloper and such a and assigns shall promptly begin and diligently
prosecute completiontheredevelopmentof the Property through the construction
If the Improvements thereon, and that such construction shall i any event be be-
gun within the period specified in such Section 4 of Part I hereof anbe completed
within the period specified in such Section 4. It is Intended and agreed, and the
Deed shall so expressly provide, that such agreements and covenants shall be c -
ants running with the land and that they shall, in any event, and without regard
to technical Classification or designation, legal or otherwise, and except only as
otherwise specifically provided in the Agreement itself, be, to the fullest extent
permitted by lav 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 say part thereof or any interest therein.
SRC. 306. Progress Reports. Subsequent to conveyance of the Property, or any
part thereof, to the Redeveloper, and until construction of the Improvements has
been completed, the Redeveloper shall make reports, in, such detail and at such times
as may reasonably be requested by the Agency, as to the actual progress of the Re-
developer with respect to Such Construction.
SEC. 307. Certificate of Completion.
(a) Promptly after completion of the Improvements in accordance with those
provisions of the Agreement relating solely to theobligations 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 ss pro-
vided in the Deed and in the certification itself) a conclusive determination of
satisfaction and termination of the agreements and c s in the Agreement and
the Deed with respect to the obligations of the Redeveloper, and its auand
assigns, toconstruct the Improvements and the dates for the beginning andscomple-
tfon thereof; Provided, that if there is upon the Property a mortgage insured o
held or owned by the Federal Housetop Administration and the Federal Housing Admin-
istration shalt have determined that all buildings constituting a part of the Im-
provenance and covered by such mortgagea, in fact, substantially completed in
accordance with the Construction Plana and are eady for occupancy, then, in such
ant, the Agency and the Redeveloper shell accept the determination of the Federal
Housing Administration as to such completion of the construe Improvements
accordance tion of the
in with the Construction Plans, and, if thecoven-
ants
other agreements and
in the Agreement obligating the Redeveloper in respect of the construction and
c impletion of the Improvements have been fully satisfied, the Agency shall forth-
with issue its certification provided for in this Section. Such certification and
such determination shall not constitute evidence of compliance with or satisfaction
of any obligation of the Redeveloper to any holder of a mortgage, or any insurer if
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 therein a completed, the Agency will also, upon proper
impietion of the Improvements relating to any such part or parcel, certify to the
Redeveloper that such Improvements have been made In accordance with the provisions
of the Agreement. Such certification shalt m and provide, (I) that any party
purchasing or leasing such individual part o[ parcel pursuant to the authorization
herein contained shall not (because of such purchase or lease) incur
any obligation
with respect to the construction of the Improvements relating to such part or parcel
any other part or parcel of the Property. and (2) that neither the Agency n0
any s
other party shall thereafter have or be entitled to ex with respect to
any such individual. part or parcel so sold (or, in the case oflease, with respect
to the leasehold interest) any rights or medies orma
controls that it y otherwise
haver be entitled toe rcise with respect to the
Property a Ault of a de-
fault in or breach of any provisions of the Agreement or the Deed by the Redevelo-
pet or any successor In interest o sign, unless (I) such default or breach be by
the pxuchasev or leasee, at any successor in interest to or assign of such individ-
ual part or parcel with respect tothecontained and referred to In
Section 401 hereof, and (ii) the right, remedy or control relates to such default
or breach.
(c) each certification provided for In thin Section 307 shall be in such
form as will enable it to be recorded in the proper office for the recordation of
deeds and other instruments pertaining to the Property, including theDeed, If
the Agency shall refuse or fail to provide any certification in accordance with
the provisions of this Scott an, the Agency shah, within thirty (30) days after
written request by the Redeveloper, provide the Redeveloper with a Written state.
meat, 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 will be necessary, in the
Winton of the Agency, for the Redeveloper to take or performinto obtain
such certification.
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ARTICLE IV. RESTRICTIONS UPON USE oP PROPERTY
SEC. 401. Restrictions on Use The Redeveloper agrees for itself, and its
successors
and assigns and every successor in interest to the Property, or any
part thereof, and the Deed shall contain covenants on the part of the Redeveloper
for itself, and such successors and assigns,,ethathat the Redeveloper, and such succes-
sors and assigns, shall:
(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 [a color, creed o national
origin in the sale, lee ental o[ in the one cupancy 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 shell 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 as otherwise specific-
ally provided In the Agreement, be binding, to the fullest extent permitted by law
and equity, for the benefit and in favor of, and enforceable by, the Agency, its
and assigns, the City and any successor in interest to the Property,
any part thereof, er land or
any pant ctAra and the owner of any the
land (o[ any requirements
and restrictions
e such land) in
the Project Area which is tions,[ to the land a States
(in the and res ,the cove of
the Declaration of Restsion (c[tof S and nM1e L ited hereof), against
(Ln the c ve the covenant
provided in subdivision (b) every
Section sor in inter against the RedeProperty, or
ts
and assigns and a therein, [ in party in to the Property. a any
aucceaso[e a v ucceeao z
par[ thereroperty o any partthL f.It and any party en possession agreed
o at they of
the Property o any par[ thereof. It is further Section and agreed haat the agree-
efC and covenant pe period
of
in subdivision (a) to Section ed r refs shared t remain in
effect for the per Lotl re time, a until the date, Specified o refected to i
Section 6 of Parc I hereof (at which time such agreement and covenant shall termin-
ate) and that the agreements and covenants provided to subdivision timeion (b) de , that
such
hereof
ree ena11 remain In effect without limitation as de time: Provided, a chat
ocF successor
and covenants shall be binding on the thereof, an itself, party
io Interest to the Property, and every par[ thereof, and each party i
possession occupancy, respectively, only for such possession
a such
ee or oc e s successor or
party shell have title thereof. o Lnte[ese isp oz posses [ton U cRenewa of, nthe
"
Property oc part ingtvThe isions o specified in the Urban similar
Plan" and
hand use"eeft[ referring to include
provisions of d andUrban
all Renewal Plan, similar language,
in the Agreementshallinclude the land and all building, housing, and oohed re-
quirements
qui emends or restrictions of she Urban Renewal Plan pertaining to such land. e
SEC. 403. Agency and United States Rights to Enforce. In amplification, and
t 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 nants 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 or its o right and also for the
puzpoe of protecting the interests of the c unitywnd 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 Beed 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 whethe+ the
Agency or the United States has at any time been,remains, or is an waves of any
land or interest therein to or in favor of which such agreements and covenants
relate. The Agency shall have the right, in the event of any breach of any such
agreement O ant, and the United States shell n
have the right in the a of any
breach of the tvcovenant provided in subdivision (b) of Section 401 hereof, toxe
exercise
all the rights and remedies, and to maintain any actions or suits at law or in
equity or other proper proceedings to enforce the curing of such breach of agreement
or rant, to which it or any other beneficiaries of such agreement or covennat may
be entitled, but nothing hern contained shall Obligate the Agency to institute ox
prosecute such curative action
SBC. 404. Advertising. The Redeveloped agrees for itself, its successors and
assigns, that during construction and thereafter the Redeveloper, and itssuccessors
and assigns, shall include in all advertising for the sale or
rental Of the Property
statement to the effect (a) that the Property is open t0 all persons without dis-
crimination on the beais 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 t0 the public.
ARTICLE V. PRO%IBITIONS AGAINST ASSIGNMENT AND TRANSFER
SEC. 501. Renresentat Lone as to Redevelopment. The Redeveloper represents and
agrees that its purchase of the Property, and its other undertakings pursuant to the
Agreement, are, and will be used, for the propose of redevelopment Of the Property
and not for speculation in land holding. The Redeveloper further recognizes that,
in view of
(a) the importance of the redevelopment .f the Property to the general
welfare of the community;
(b) the substantial financing and Other public aide that have been made
available by law and by the Federal and local governments for the
purpose of making such redevelopment possible; and
(c) the fact that a trans far of the stock in the Redeveloper or of a
substantial part thereof, or any other act or txareact Lou 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
c on
trol of the Redeveloper r the degree thereof, is for practical
purposes a transfer or disposition Of the Property then owned by the
Redeveloper,
the qualifications and Identity of the Redeveloper, and its stockholders, are of par-
ticular concern t0 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
accept and rely on the Obligations of the Redeveloper for the faithful performance
of all undertakings and covenants hereby by it to be performed without requiring in
addition a surety bond or similar undertaking for such performance Of all undertakings
and covenants in the Agreement.
-R-
SBC. 502. Prohibition Against Transfer of Shares of Stock: Binding Upon Stock-
holders Individually. For the foregoing reasons, the Redeveloper represents and
agrees fatself, its stockholders, and any successor in interest of itself and its
stockholders, respectively, that: Prior to completion of the Improvements as oer-
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 ormm of the Stock i
the Redeveloper (which term shall be deemed for the purposesof this and related pro-
visions to include successors in
interest of such stock o any part thereof or in-
terest therein), (b)n shallany such owesuffer any such transfer to be made,
r
(c) n shall there be or be suffered to be by the Redeveloper, or by any owner of
10 percent or
of the stock therein, any other similarly significant change i
the Ownershipof 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 mans, whether by Increased capitalization, merge[ with
rather corporation, corporate other amendments, [ Of additional or
stock o r
classification of stock, a otherwise. With respect to this provision, the
Redeveloper and the parties signing the Agreement on behalf of the Redeveloper repre-
sent that they have the authority of all of its existing stockholders to agree to
this provision on their behalf and to bind them with respect thereto.
SSC. 503. Prohibition Against Transfer of Property and Assignmene of Agreement.
Also, for the foregoing reasons the Redeveloper represents and agrees for itself, and
its successors and assigns, that:
(a) Except only
(1) by way of security for, and only for, (1) the purpose of obtaining
financing necessary t enable the Redeveloper a any successor is
intereecees o e x perform
ito
ligation to the Property, o any par[ thereof, to perform f[e ret
ligations with any other
to making the Improvements h under the Agree-
ment, and (ii) any other purpose authorised by [M1e Agreement, and
(2) as to any individual parts at parcels of the Property On which
the Improvements to 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 are completed,
the Redeveloper (except as so authorized) has not made or created, and that It will
prior to the proper completion of the Improvemnts as certified by the Agency,
unneor create,
rm suffer to be an o created, any total or partial sale, assign -
mat, at, < nveyance,or lease, o any trust Or power, or transfer in any other mode o
farm of or with respect to the Agreement or the Property, or any pare thereof or any
interest therein or any contract agreement to tls 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
struction of the imps meats, the Redeveloper may enter into any agreement to sell,,
lease, orotherwise transfer, after the issuance of such certificate, the property or
any part thereof or interest therein, which agreement shall not provide for payment
of or tof the parcbase price o t 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 shall be entitled to require, cepa as otherwise provided in
the Agreement, as conditions to any such approval that:
-9-
(1) Any proposed transferee shall have the qualifications and financial
responsibility, as determined by the Agency, necessary and adequate
o fulfill the obligations undertaken in the Agreement by the Rede-
vetoper (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 a and assigns, and expressly for the
benefit of the Agency,have assumed all of the obliga-
tions of the Redeveloper under the Agreement and agreed to be
subject to all the conditions end restrictions to which the Re-
developer is subject (or, in the event the transfer is of or
relates to part of the Property, such obligations, conditions, and
astrictions to the extent that they relate to such part): Pro-
vided, that the fact that any transferee of, or
any other successor
in Interest whatsoever to the Property, any part thereof,
shall,
whatever the reason, not have assumed such obligations a agreed,
shall not (unless and only to the extent otherwise specifically
provided in the Agreement oagreed to in writing by the agency)
relieve except such transferee o of or from such ob-
ligations, conditions, orestrictions, ,codeprive or limit the
Agency of or with respect to any rights or remedies or
controls
with respect to the Property or the c nstructioa of the Improve -
cents; 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 manner and t0 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 consuarses ted o rring, and whether
voluntary or involuntary, shall Operate, legally or practically,
to deprive or limit the Agency of or with respect to any rights or
remedies or
controls provided i resulting ft= the Agreement
with respecttoProperty and theconstruction of the Improve-
ments
te that the Agency would have had, had there been no such trans-
feror change.
(3) There shall be submitted to the Agency for review all instruments
and other legal documents involved in effecting trans far; and if
approved by the Agency, its approval shall be indicated to the
Redeveloper in writing.
(4) The consideration payable for the transfer by the transferee or on
its behalf shall not exceed an amount representing the actual coat
(including carrying charges) to the Redeveloper of the Property (or
a Llocable to the part thereof or 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
or transfer of the Property (or any parts thereof other than those
referred to In subdivision (2), Paragraph (a) of this Section 503)
for profit prior to the completion of the Improvements and to pro-
vide that in the event any such assignment or transfer is made (and
-10-
is act resealed), the Agency shall be entitled to increase the Pur-
chase Price to the Redeveloper by thea amount that the consideration
payable for the assignment or transfer mis in excess of the amount
that may be authorized 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 trans fares 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 agremeat by the Agency to the con-
trary, o such transfer o approval by the Agency thereof shall be deemed to relieve
the Redeveloper, or any other party bound in any way by the Agreement or Otherwise
with respect to the construction of the Improvements, from any of its Obligations
with respect thereto.
SEC. 504. Information as to Stockholders. In order to assist in the effectu-
ation of the purposes of this Article V and the statutory Objectives generally, the
Redeveloper 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 all changes whatsoever in the ownership of
stock, Legal or beneficial, or of any other act or transaction involving o resulting
in any change in the ownership of such stack or in therelative 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 or informations and (b) the Redeveloper shall, at such time Or times
as 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 the stockholders of the Redeveloper and the extent Of their respective
holdings, and in the event any Other parties have a beneficial interest in such stock
their names and the extent of such interest, all as determined o indicated by the
records of the Redeveloper, by specific inquiry made by any such officer, of all pat-
ties who on the basis of such records own 10 per cent ormore of the stock in the
Redeveloper, and by such other 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 Ned 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 of a certificate of completion for all the Property.
ARTICLE VI. MORTGAGE FINANCING: RIGHTS OF MORTGAGEES
SRC. 601. Limitation Upon Encumbrances of Property. Prior to the completion of
the Improvements, as
certified by the Agency, neither the Redeveloper nor any suc-
cessor in interest to the Property or any part thereof shall engage in any financing
or any other transaction creating any mortgage or other encumbrance or lien upon the
Property, whether by express agreement or operation of law, or suffer any encumbrance
r lien to be made on or attach to the Property,e
cept for the purposeof obtaining
(a) funds only to the extent necessary for making the Improvements and (b) such ad-
ditional funds, if any, in an amount not to exceed the purchase Price paid by the Re-
developer to the Agency. ne Redeveloper (or successor in interest) shall notify the
Agency in advance of any financing, secured by mortgage o other similar lien instre-
meat, it proposes to enter into with respect to the Property, or any part thereof,
and in any event it shall promptly notify the Agency of any encumbrance or 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 pursuant to the Agreement, the Property may, at the option of the Redeveloper
(Or
s x in interest), be divided into several parts or parcels, provided that
such subdivision, in the Opinion of the Agency, is not Inconsistent with the purposes
of the Urban Renewal Plan and the Agreement and is approved In writing by the Agency.
SSC. 602. Mortgagee Not Obligated Co Construct. Notwithstanding any of the pro-
visions
of the Agreement,a
Including but not limited t0 those which e e inten-
ded toe
be covenantsrunning 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 or
such part from or through such holder or (b) any other purchaser at foreclosure sale
other then the bolder of the mortgage itself) shall in no
wise be obligated by the
provisions of the Agreementr
to construct o complete the Improvements o o gm antee
such construction o completion; n Shall any cov ant o another provision in the
Deed be construed to so obligate such holder; Provided, that nothing in this Section
or any otherSectfon or provision of the Agreement stall be deemed or construed to
permit orauthorize any such holder to devote the Property o any part thereof to any
or to construct any improvements thereon, other than those uses
or improvements
provided or permitted in the Urban Renewal Plan and in the Agreement
SEC. 603. COPY of Notice of Default CO Mortgagee. whavever the Agency shall
deliver
any notice or demand to the Redeveloper with respect to any breach of default
by the Redeveloper in its obligations or vants under the Agreement, L¢ Agency
Sam Shall at the a time forward a copy of such notice or demand to each holder of any
mortgage authorized by the Agreement at the lane address of such holder shown on the
records of the Agency.
SEC. 606. Mortgagee's Option Co Care Defaults. After any breach or default x -
ferred to in Section 603 hereof, each such holder shall (Insofar as the rights of the
Agency a concerned) have the right, at its option, to cu remedy such breach or
re conker
Proper[ (ox such breach or default to the extent that it relates
s to the peat of the
Property covered by its mortgage) and t0 add the cont reach o t0 the mortgage debt
andeM1e Lien of its mortgage: Provided, that if the breach or default is with re -
Spent to sec construction of Me Improvements, a nothing permit
contained in this Section o any
Other section Of the Agreement stall bedeemedi to permit o , to undo such holder,
eitherbefore O after orforeclosure
completion
o action in lieu thereof, e0 undertake o
[once the construction O rovements or
the Improvements (beyond the extent necessary
to c m protect he obligation
o he Agency, by written
made) agreement
atisy av-
ctor
Eng he Agency, assessed she obl£gahem to meaner
Agency, by written Agreement,
the setrovements
Co the Property
to complete,
part in the roto which
provided in or Agreement. she Improvements
n Me property oz Me part thereof to lete she lien em tole of such homer relates.
Any such holder who wall properly complete Me written
relating
to to she Agency,
to
or applicable parr thereof shall
tion be entitled, written h effect
made he Me Agency, de
certification O certifications by the Agency to such effect on the manner provided
inSection
holds 3% man
nCand provide
and any such certification ahall, res ec s requested
ur by
ouch holder, me end proms CetC any remedies o rights wthe Agency[ ha l have or
be O reversion a revesting Of title he the Property that the Agency in
have O
be entitled Co because of failure Of [M1e Red evelopet or any successor an in[ereee CO
-L2-
the Property, ore
any part thereof, to c remedy any default with respect to the
construction of the Improvements o other parts or parcels of the Property, or be -
cause
r
Of any other default in breach of the Agreement by the Redeveloper o such
shall not apply to the part or parcel of the Property to which such cer-
tification relates.
SEC. 605. Agency's Option to Pay Mortgage Debt or Purchase Property. In any
where,subsequent to default of breach by the Redeveloper (oxr in in-
terest) under the Agreement, the holder of any mortgage on the Property orpart
thereof
(a) has, but does not exercise, the option to construct o complete the Im-
provements relating to the Property or part thereof covered by its mort-
gage or to which it has obtained title, and such failure continues for
a period of sixty (60) days after the holder has been notified or 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 as agreed upon by the Agency
(which period shall in any event be at least as Song as the period pre-
scribed for such construction orcompletion in the Agreement), and such
default shall not have been cured within sixty (60) days after written
demand by the Agency so to do,
the Agency shall (add every mortgage instrument made prior to completion of the Im-
provements with respect to the Property by the Redeveloper or successor in interest
shall so provide) have the option of paying to the holder theamount mortgage
the m rtgage
debt and securing an assignment of the mortgage and the debt secured thereby, or, In
the event Ownership of the Property (or part thereof) has vested in such holder by
way of foreclosure or action in lieu thereof, the Agency shall be entitled, at its
option, to a conveyance to it of the Property or part thereof ( as the case may be)
upon payment to such holder of an amount equal to the a of: (i) the mortgage debt
at the time of foreclosure o action in lieu thereof (leas all appropriate credits
including those resulting frau collection and application of rentals and other in-
come (M1eexpense,
received duringforclosureoceedings); (if) allexppen s with respect to the
any (e fgeneral O erhead), incurred
by such holder in and as a direct result of the subsequent management of the Property;
(iv) the costs of any Improvements made by such holder and (v) an amount equivalent
to the interest that would have ued on the aggregate of such amounts had all such
amounts become part of the mortgage debt and such debt had continued in existence.
SSC. 606. Agency's notion to Cure Mortgage Default. In the event of a default
or breach prior to the completion of the Improvements by the Redeveloper, orsuc-
cessor su -
e in interest, in o of any of its obligations under and to the holder of any
mortgage or other Instrument creating an encumbrance or lien upon the Property or part
thereof, the Agency may at its option cursuch default or breach, in which case the
Agency shall be entitled, i addition to 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 from the Redeveloperor einterest of all
costs and expertincurred n
by the Agency i curing such default or breach and to a
lien upon the Property (Or the part thereof to which the mortgage, encumbrance, o
lien relates) for such reimbursement: Provided, that any such lien shalt be sub]er
always to the lien of (including any lien contemp Lated, because of advances yet to be
made, by) any then existing mortgagee on the Property authorized by the Agreement.
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SBC. 607. Mortgage and Holder. For the purposes of the Agreement: The term "mo -
gage" shall include a deed of trust or other instrument creating as encumbrance or
lien upon the Property, or any part thereof, as security for a loan. The term
"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 Housing Commissioner, the Administrator of Veterans Af-
fairs, and any successor in office of either such official.
ARTICLE VII. REMEDIES
SEC. 701. In General. Except as otherwise provided in the Agreement, 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
e
to such party, such party (o[ or)
shall, upon written notice from the other, proceed Immediately to remedy
such default or breach, and, in any event, within sixty (60) days after receipt of
such notice. In ca such action is not taken o of diligently pursued, or the de-
fault or breach shall not be cured oemedied within a reasonable time, the aggrie-
ved
ggri -
ved party may institute such proceedings smay be necessary or desirable in Its
a
opinion to c and remedy such default or breach, including, but not limited to, e
proceedings to compel specific performance by the party in default or breach of its
obligations.
SEC. 702. Temmination by Redeveloper Prior to Conveyance. In the event that
(a) the Agency does not tender conveyance of the Property or possession thereof
n the tracer and condition and by the date provided In the Agreement, and
any such failure shall not be cured within thirty (30) days after the date
of written demand by the Redeveloper; or
(b) the Redeveloper shall, after preparation of Construction Plans 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 (60)
days after approval by the Agency of the Construction Plans, to obtain
mortgage financing for the construction of the Improvementsa basis
and on term would generally be considered satisfactory by builders
or contractors for improvements of the nature add type provided in such
Construction Plans, and the Redeveloper shall, after having submitted such
evidence and if no requested by the ASency, continue to make diligent ef-
forts to obtain such financing for a period of sixty (60) days after such
request, but without success,
then the Agreement shall, at the option of the Redeveloper, be terminated by written
notice thereof to the Agency, and, except with respect to the return of the Deposit
as provided in Paragraph (e), Section 3 of Part I hereof, neither the Agency nor
the Redeveloper shall have any further rights against or liability to the other
under the Agreement.
SEC. 703. Termination by Agency Prior to Conveyance. In the event that
(a) prior to conveyance of the Property to the Redeveloper and in violation
of the Agreement
(f) the Redeveloper (or any successor in interest) a signsrattempts
to assign the Agreement or any rights therein, or in the Property, or
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(ii) there in any change in the Ownership or distribution of the sock
of the Redeveloper or with respect to the identity of the parties
in control of the Redeveloper or the degree thereof; or
(b) the Redeveloper does not submit Construction Plane, an required by the
Agreement, or (exceptas used under subdivision (b) Of Section 702
hereof) evidence that it has the necessary equity capital and mortgage
financing, in satisfactory form, and in the manner and by the dates re-
spectively provided in the Agreement therefor; or
(c) the Redeveloper does not Pay the Purchase Price and take title to the
Property upon tender of conveyance by the Agency pursuant to the Agreement,
and if any default or failure referred to in subdivisions (b) and (a) Of
this Section 703 shall not be cured within thirty (30) days after the
date of written demand by the Agency,
then the Agreement, and any rights of the Redeveloper, or any assignee 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 as its property without any deduction, off-
set or
roupment whatsoever, and neither the Redeveloper (or assignee or transferee)
or the Agency shall have any further rights against or liability to the other under
the Agreement.
SBC. 704. Revesting Title in Agency Upon llaopenins of grant SubeeGuena to
Con-
veyance to Redeveloper. In the event that subsequent [o c nveyance of the Property
or any Part thereof to the Retleveloper and prior to completion of the Improvements
as certified by the Agency
(a) the Redeveloper (orr in interest) shall default in or violate its
obligations with respectsuccesso
to the construction of the Improvements (Including
the mature and the dates for the beginning and completion thereof), o
shall abandon or substantially suspend c ns Lructioa work, and any such de-
fault, violation, abandonment or suspension shall not be cured, ended, o
remedied within three (3) months (six (6) months, if the default is wi.h
aspect to the date for completion of the Improvements) after written de-
mand by the Agency so to do; or
(b) the Redevalopet (or s r in interest) shall fail to pay real estate
taxes o assessments on the Property o any part thereof when due, or
shall place thereon any encumbrance or lien unauthorized by the Agreement,
or shalt suffer any Levy or
attachment o be made or any materlalman'e
mechanics' lien or any other unauthorized encumbrance or lien to attach
and such taxes or assessments shalt nut have been paid or the encumbrance
r lien removed or discharged or provision satisfactory to the Agency made
for such payment, removal Or discharge within ninety (90) days after writ-
ten demand by the Agency so to do; or
(c) there is, in violation of the Agreement, any transfer of the Property or
any part thereof, or say change in the ownership or distribution of the
stock of the Redeve Loper. o with respect to the identity of the parties in
control of the Redeveloper or the degree thereof, and ouch violation shall
of be cured within sixty (60) days after written demand by the Agency to
the Redeveloper,
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then the Agency shall have the right to re-enter and take possession
of the Property
and to terminate (and i est in the Agency) the estate conveyed by the Deed t0 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
merle upon, and that the Used 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
v 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 amner
stated in
such subdivisions, the Agency at its option may declare a termination infavor 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 or successors
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, [ender
valid, or limit in any way, (1) the Lien of any mortgage authorised by
the Agreement, and (11) say rights or interests provided in the Agreement
for the protection of the holders of such mortgagee; and
(2) shall not apply to individual parts or parcels of the Property (or, in the
case of parts or parcels leased, the leasehold interest) so 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 307 hereof.
SEC. 705. Resale of Reacquired Property: Disposition of Proceeds. Upon the re-
vesting
esting in the Agency of title to the Property or any part thereof as provided in
Section 704, the Agency shall, pursuant to its responsibilities under State law, use
its beat efforts to resell the Property or part thereof (subject to such mortgage
liens and leasehold interests as in Section 704 set forth and provided) as soon and
in uch sennet 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 o
parties (as determined by the Agency) who will assume the obligation of making o
vempieting the Improvements or uch other Improvements in their stead as shall be
satisfactory to the Agency and inacordan with the t specified for such Pro-
perty or part thereat i the Urban Renewal Upon such resale of the Property,
the proccods the[eaf shall be applied:
(a) First, to reimburse the Agency an its own behalf or on the behalf of the
City for all costs and expenses incurred by the Agency, including but not
limited to salaries of personnel 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 in connection with
as
such management); all taxes, a sues and water and s charges with
aspect to the Property or partthereof (o[ in the even[ the Property in
exempt from taxation or assessmento uch charges during the period of
ownership thereof by the Agency,an n, if paid, equal to such taxes,
assesments or charges (as determined by the City assessing official)a
would have been payable if the Property were not so exempt); any payments
made o ma
necessary to be de to discharge any en usbrances or liens exist-
ing on the Property or part thereof at the time of revestlag of title
-16-
thereto in the Agency or to discharge or prevent from attaching or being
made any subsequent encumbrances or liens due to obligations, defaults or
acts of the Redeveloper, e
Its a r transferees; any expenditures
made or obligations incurred with respect to the making at ompletion of
the Improvements or say part thereof on the Property or part thereof, and
any Amounts otherwise wing the Agency by the Redeveloper and its succes-
aora or transferees; and
(b) Second, to reimburse the Redeveloper, its successor r transferee, up to
the amount equal to (1) the am 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,
less (2) any gains or income withdrawn or made by it from the Agreement
or the Property.
Any balance remaining after such reimbfusemeats shall be retained by the Agency as
its property.
SEC. 706. Other Rights and Remedies of ; No Waiver 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
Beed 1s 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 constructed there-
on has been completed, in accordance with the Agreement, and for Which a certificate
Of completion as provided in Section 307 hereof is to be delivered, and subject to
such mortgage liens and teaaehold interests as provided in Section 704 hereof) Its
successors in interest and assigns, in the Property, and the revealing of title
thereto In the Agency: Provided, that any delay by the Agency in instituting or pro -
aerating any such actions or proceedings or otherwise asserting its rights under this
Article VII shall not operate a waiver of such rights Or to deprive it of or limit
such rights in any way (it being the intent of this provision that the Agency should
not be constrained (so s to avoid the risk of being deprived of or limited in the
exercise
of the on remedy provided in this Scott= because of concepts of waiver, laches
otherwise) to exercise such remedy at a time when it Say still hope otherwise to
solve the problems created by the default involved); nor shall any waiver in fact
made by the Agency with respect to any specific default by the Redeveloper under
this Section be considered or treated as a waiver of the rights of the Agency with
aspect to any other defaults by the Redeveloper under this Section orwith respect
to the particular default except to the extent specifically waived in writing.
SEC. 707. Enforced Belay in Performance for Causes Beyond Control of Party.
For the purposes of any of the provisions of the Agreement, neither the Agency not
the Redeveloper, as the case may be, nay any succesnox in interest, shall be
con-
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 a negligence, including, but n s
restricted to, a of God, acts
of the public enemy, acts of the Federal Government, acts of the otherparty, fires,
floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually
_17_
severe Bather or delays of subcontractors due to such ca it being the purpose
and intent of this provision that in the event of the occurrence of any such enforced
delay, the time or times for performance of the obligations oftheagency with re-
spect
to the preparation of the Property for redevelopment orof the Redeve Loperwith
aspect to construction of the Improvements, a a
the c any be, 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 In writing, and of the cause 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 cumu-
lative, and the exercise by either party of any o of such remedies shall
O
[ preclude the exercise by it, at the a r different times, of any other such
m�
a
remedies for the s default or breach or Sam
any of its steadies for any other de-
fault or breach by the other party. Nomade by either such party with respect
to the performance, o me r ti[hr
thereof, o any obligation of the other party
or any condition to its Own obligation under th'eAgreement shall be considered a
waiver of any rights of the party making the waiver with respect to the particular
obligation of the other party or ondition to its Own obligation beyond those expres-
sly waived in writing and to the extent thereof, or a waiver i any respect in re -
Card
-
Card to any other rights of the party making the waiver or any e
other obligations of
the other party.
SRC. 709. Party in Position Of Surety With Respect to obligations. The Rede-
veloper, for itself and its successors
and assigns and for all other per who
are [ who shall become, whether by express or implied assumption of otherwise,
liable upon subject to any obligation or burden under s 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 baser
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 shell have any personal In-
terest, direct Or indirect, in the Agreement, nor
shall any such member, official or
employee participate in any decision relating to the Agre ent which affects his
Personal interests or the interests of any corporation, partnership Or ociation in
which he is, directly or Indirectly, interested. No member, official or employee of
the Agency shall be personally liable tothe Redeveloper, any successor in inter-
est, in the event of any default or breach by the Agency or for any amount which may
become due to the Redeveloper or successor or on any obligations under the terms of
the Agreement.
SEC. 802. equal Smoloyaent opportunity. The Redeveloper, for itself and its
successors and assigns, agrees that during the construction of the Improvements pro-
vided for in the Agreement:
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(a) The Redeveloper wilt not discriminate against any employee or applicant
for employment because of race,eed, eater or national origin. The Re-
developer will take affirmative action to ensure that applicants aan-
played and that employees are treated during employment without regard to
their race,
creed, color o national origin. Such action shall include
but not be limited to the foLlowing; employment, upgrading, demotion o
transfer: recruitment o recruitment advertising: layoff or termination;
rates of pay or other forms of compensation{ and selection for training,
including apprenticeship. The Redeveloper agrees to post in conspicuous
plat ailable to employee and applicants for employment notices to be
provided by the Agency setting forth the provisions of this nondiscrimina-
tion clause.
(b) The Redeveloper will, in all solicitation or advertisements for employees
placed by or 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 a collective bargaining agreement or other
contract or understanding, a notice, to be provided, advising the labor
Union or workers' representative of the Redeveloper's commitments under
Section 202 of Executive Order 11246 of September 24, 1965, and shall poet
copies of the notice i nsplcuc a places available to employees and ap-
plicants for employment o
(d) The Redeveloper will comply with all provisions of Executive Order 1L246 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 1L246 of September 24, 1965, and by the rules, regulations and
orders of the Secretary of Labor or the Secretary Of Housing and Urban le-
velopment, and the Secretary of Labor for purposes of investigation to as-
certain compliance with such rules, regulations and orders.
(f) In the event Of the Redeveloper's
noncompliance with the oaadiscrimination
clan Of this Section, or with any of the said rules, regulations oror-
ders, e the Agreementmay be canceled, terminated o suspended i whole orin
part and the Redeveloper any be declared Ineligible for further government
contracts or federally assisted construction c
s In accordance with
proceduresauthorized in r
Executive Order 11246 ofSeptember24, 1965, and
such other sanctions may be imposed and remedies
invoked as provided in
Executive Order 11246 of September 24, 1965, rbrule, regulation
or
order of the Secretary of Labor, or as otherwise provided by law.
(g) The Redeveloper will include the provisions of Paragraphs (a) through (g)
of this Section in every contract or purchase order, and will require the
inclusion of these provisions In every subcontract entered into by any Of
its contractors, unless excepted by rules, regulations or orders Of the
Secretary of Labor issued pursuant to Section 204 of Executive Order 11246
of September 24, 1965, so that such provisions will be binding upon each
such contractor, subcontractor or vendor, as the case may be. The Redevel-
spet will take such action with respect to any construction contract, sub-
contract or purchase order as the Agency or the Oepartmant of Hoeing and
-19-
Urban Development may direct as a mans of enforcing such provisions, in-
cluding sanctions for noncompliance; provided, however, that in the event
the Redeveloper becomes involved in, or is threatened with, litigation
with a subcontractor or vendor a result of such direction by the Agency
or the Department of Housing and Urban Development, the Redeveloper may
request the United States to enter into such litigation to protect the in -
retests of the United States. For the purpose
of including such provisions
in t
any construction contract, subcontract, orpurchase order, as required
hereby, the first three linea of this Section shall be changed to read
"During the performance of this Contact, the Contractor agrees s fol-
lows:", and the term "Redeveloper" shall be changed to 'Contractor."
SEC. 803. Provisions Not Merged With Deed. None of the provisions of the
Agreement are intended to or shall be merged by reason of any deed transferring
title to the property free the Agency to the Redeveloper or any successor in interest
and any such deed shall not be deemed to affect or impair the provisions and cove-
nants of the Agreement.
SEC. 804. Titiea of Articles and Sections. Any titles of the several parts,
Articles and Sections of the Agreement are inserted for convenience of reference only
and shall be disregarded in construing o interpreting any of its provisions.
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