HomeMy WebLinkAbout1969-10-13 297-W ORDER297-W XMXAW[
Introduced by Councilor Houston, Oct. 13, 1969
r CITY OF BANGOR
(TIRE.) (Drbfrt-Apprpvsg. Proposer] Contract.. forsale of. Land.. in .the...
Kenduakeag Stream Urban Renewal Project - Parcel No. B-1 &.GB -2
By the Cary Council of the City of Ba,yor:
ORDERED,
THAT WHEREAS, the Urban Renewal Authority of the City of
Bangor proposes to enter into a contract for the sale of parcel e
numbered H-1 & GB -2 in the Kenduakeag Stream Urban Renewal
Project with River House Development Corporation ; and
WHEREAS, the said River House Development
Corporation has offered to pay the sum of Sixty
Thousand Dollars for said parcel, said
price being the minimum approved price for said parcel as established
by the Urban Renewal Authority and approved by the Department of
Hcuoing and Urban Development; and
WHEREAS, under the provisions of Chapter 168 of the
Private and Special Laws of Maine, 1957, as amended, City Council
approval of all contracts for the sale of land within the project
area is required; and
WHEREAS, the Urban Renewal Authority has filed a copy
of the proposed contract with River House Development Corporation
in the office of the City Clerk;
NOW, THEREFORE, BE IT ORDERED:
THAT the proposed contract on file with the City Clerk
be and is hereby approved.
t'
IN CITY COIRICIf
Oct. 13, 1969
'Ame,ded EY adding "s" to the word "parcel'
in the 7th and eN linea. As aucnded,
PASSED
I t CITY CLERK
Contract for sale of I i
Kenduekeaq Stream U. R. PCOject -
Parcel No. 101
tti :
•_
U. S. DEPARTMENT OF MUSING AM URBAN DEVELOPRENI
URBAN RENIA4AL PROIMA
PART I OF STANDARD FORIA OF CONTRACT FOR SALE OF LANG FOR PRIVATE REDEVELOPMENT
PART I
OF
CONTRACT FOR
SALE OF LAW FOR PRIVATE REDEVELOPIAENT
By and Between
YiR pHY RBNLMAL AUTWRTi
and
RIVER MUSE DNBl.OR n CORPORATION
CONTRACT FOR
SALE OF LAND FOR PRIVATE REDEVELOPWENT
AGREEMENT, consisting of this Part I and Part II annexed hereto and made a
part hereof (which Part I and Part IT are together hereinafter called "Agreement"),
made :n or as of the day of , 1g_, by and between
the Urban Renewal Authority of the City of Bangor, a public body corporate (which,
together with any successor public body or officer hereafter designated by or
pursuant to law, is hereinafter called "Agency"), established pursuant to Chapter
168 of the Private and Special Laws of the State of Maine, 1957, as amended (here-
inafter called "Urban Renewal Act") and having Its office at City Hall in the City
of Bangor (hereinafter called "City"), State of Maine, and the SAY dY
a corporation organized and existing
under the laws of the State of IWv (hereinafter called "Redeveloper')
and having an office for the transaction of business at
in the CS ty of &vat , County of tiwlgM , and State
of &1v , WITNESSETH,
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the
Agency has undertaken a program for the clearance and reconstruction or vehabili-
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 "Kenduskeag Stream Urban
Renewal Project" (hereinafter called "Project") in an area (hereinafter called
"Project Area") located in the Cityl and
u9HEREAS, 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, 19661 and approved by such councll on June 13, 1966, by Order No. 135-T,
and as amended by the Agency by Resolution dated August 2t, 1964, Resolution No.
-1-
1399 (which plan, as so amended,and as it may hereafter be further amended from
time to time pursuant to law, and as so constituted from time to time, is, unless
otherwise indicated by the context, hereinafter called "Urban Renewal Plan"); and
WHEREAS, in lieu of the Urban Renewal Plan, a Declaration of Restrictions
has been recorded among the land records for the place in which the Project Area
is situate, namely, in the Penobscot County Registry cf Deeds, Volume jj}Z,
Page 367 ; and
YMEREAS, 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 Goverment and a Cooperation
Agreement, dated July 14, 1964, in the case of the City; and
WHEREAS, the Agency has offered to sell and the Redeveloper is willing to
purchase certain real property located in the Project Area and more particularly
described in Schedule A annexed hereto and made a par- 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 hdin9 assisted;
NCN, 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)
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SEC. 1. SALE, PN HASE 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 free the Agency and pay therefor, the amount of
Dollars (8^Mn ), hereinafter called
"Purchase Price", to be paid in cash or by certified check simultaneously with
the delivery of the dead conveying the Property to the Redeveloper.
SEC. 2. CONVEYANCE OF PROPERTY
(a) Form of Deed. The agency shall convey to the Redeveloper title to the
Property by Warranty deed (hereinafter (collectively) called "Deed'). Such
conveyance and title shall, in addition to the coslit 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 tw
(b) Time and Place for Delivery of Deed. The Agency shall deliver the Deed
and possession of the Property to the Redeveloper o , 19M, or as
soon thereafter as reasonably possible. Conveyance s.nall 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.
(r) 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
deaolishad or removed from the Property by the Agency shall be borne by the Agency,
and the portion .f such current taxes allocable to the land shall be apportioned
between the Agency and the Redeveloper.as of the date of the delivery of the Deed.
-3-
If the amount of the current taxes on the Property le not ascertainable on such date, the
apportionment between the Agency and the Redeveloper shall be on the basis of
the amount of the most recently ascertainable taxes on the Property, but such
apportionment shall be subject to final adjustment within thirty (N) days after
the date the actual amount of such current taxes is ascertained.
(d) Recordation of Deed. The Redeveloper shall promptly file the Deed for
recordation with the Penobscot County Registry of Deeds. The Redeveloper shall
pay all costs (including the cost of any state or Federal real estate transfer
tax on the Deed, for which stamps in the proper amount shall be affixed to the
Deed by the Hedevelaper) for so recording the Deed.
SEC. 3. CND FAITH DEPOSIT
(a) Amount. The Redeveloper has, prior to or simultaneously with the
execution of the Agreement by the Agency, delivered to the Agency a good faith
deposit of cash or a certified check satisfactory to the Agency in the amount of
7Y LlansW Dollars ($ 3s" ), 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, 1n accordance with the Agree-
ment. The Deposit shall be deposited in an account of the Agency in a bank or
trust company selected by it.
(b) Interest. The Agency shall be under no obligation to pay or earn
interest on the Deposit, but if interest is payable thereon such interest when
received by the Agency shall be promptly paid to the Redeveloper.
(c) Application to Purchase Price. In the event the Redeveloper is other-
wise entitled to return of the Deposit pursuant to paragraph (e) of this Section,
upon written request of the Redeveloper the amount of the Deposit if paid in cash
or by certified check shall be applied on account of the Purchase Price at the
time payment of the Purchase Price is made.
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(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
(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
s 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 331 hereof), certified by the Redeveloper to be
a true and correct copy or copies thereof;
(ii) Evidence satisfactory to the Agency that the interim
mortgage loan to assist in financing the construction of
the Improvements has been initially closedl
(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 contractwhich bond shall
be in a penal sum equal to not less than ten percent (1031) of
the contract price under said construction contract, certified
by the Redeveloper to he a true and correct copy thereof.
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SEC. d. TLUE MR LOta.ENCElENi Alm OOG4LEIION OF IEEROVE01ENIS.
The construction of the Improvements referred to in Section 301 hereof shall
be commenced in any event within t\mmt (1 ) months after transfer of title
to the Redeveloper, and, except as otherwise provided in the Agreement, shall be
completed within ......a� (U) months after such date,
SEC. 5. TRIE FOR CERTAIN OTHER ACTIONS.
(a) Time for Submission of Preliminary Plans and Outline specifications.
The time within which the Redeveloper shall submit Preliminary Plans and Outline
Specifications, pursuant to Section 301 hereof, shall be not later than --Alzk�
(al days from the date of the Agreement.
(b) Time for Submission of Corrected 1' 1 1 d Outline
Specifications. In the event of a rejection by the Agency of the Preliminary
Plans and Outline Specifications as outlined in Section 301 hereof, the Redeveloper
shall, within thirty (30) days after the date the Redeveloper receives the
written notice of such rejection resubmit the Preliminary Plans and Outline
Specifications altered to meet the grounds of rejection.
(c) Naximmp Time for Subnission 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 330f11 hereof and are approved by the Agency shall be not later than m¢�itni
*�y t- days after the execution of this Agreement.
(d) Time for Agency Action on Preliminary Plans d Outline Specifications.
Pursuant to Section 301 hereof, the Agency shall notify the Redeveloper of its
approval or rejection of the Preliminary Plans and Ourline Specifications within
thirty (30) days of their submission, or any resubmission thereof as hereinbefore
provided.
(a) Ivme_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��ed
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(629 days after the Preliminary Plans and Outltio a Specifications are approved,
y
and in any event not later than two' bmdce3/ (24 days after the execution
of this Agreement.
(f) Time for Submission of Corrected Final Architectural Plans and
Specifications. In the event of a rejection by the Agency of the Final
Architectural Plans and Specifications, pursuant to Section 301 hereof, the
Rdeveloper shall within thirty (OD) 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 Ibra'Zndred AW)) days
after the execution of this Agreement.
(g) Time for Agency Action Final Architectural Plans and Specifications.
Pursuant to Section 301 hereofo the Agency shall notify the Redeveloper of its
approval or rejection of the Final Architectural Plans and Specifications within
thirty (33) days of their submission, or any resubmission thereof as hereinbefore
provided.
(h) Time for Submissionf Evidence f Sprite Captial and Aortoaoe Russel
The time within which the Redeveloper shall submit to the Agency, in any event,
evidence as to equity capital and any commitment necessary for mortgage financing,
as provided in Section W3 hereof, shall be not later than thirty (30)
days after the date of written notice to the Redeveloper of approval of the
Construction Plans by the Agency, or, if the construction Plans shall be deemed
to have been approved as provided in Section 301 hereof, after the expiration of
thirty (30) days following the date of receipt by the Agency of the construction
Plans so deemed approved.
SEC. 6. PERIOD OF DURATION OF COVEERANT ON USE.
The covenant perta ining to the uses of the Property, set forth in Section
-7-
401 hereof, shall remain in effect from the date of the Deed until June 22, 1984,
the period specified or referred to in the Declaration of Restrictions, or until
such date thereafter to which it may be extended by proper amendment of the Urban
Renewal Plan, on which date, as the case may be, such covenant shall terminate.
SEC. T. NOTICES AND DEMANDS.
A notice, demand, or other communication under the Agreement by either
party to the other shall be sufficiently given or delivered if it is dispatched
by registered or certified mail, postage prepaid, return receipt requested, or
delivered personally, and
(i) in the case of the Redeveloper, is addressed to or delivered personally
to the Redeveloper at c/o t R, wham i Carta.
% mtlow shat. ammtm, blot and
(ii) in the case of the Agency, is addressed to or delivered personally to
the Agency at City Hall, Bangor, Maine, or at such other address 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. S. SPECIAL PROVISIONS
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SM. 9. MODIFICATIONS OF PART II.
The following amendments and modifications are hereby made in the terms,
covenants, and conditions forming Part II hereof,
to
DEPARTMENT OF NWSING AND URBAN DEVELOPMENT
URBAN RENEWAL PROGRAM
TERMS AND CONDITIONS
Parc II
of
CONTRACT
FOR
SALE OF IAN0 FOR PRIVATE REDEVELOPMENT
By and Between
URBAN RENEWAL AUTHORITY OF THE CITY OF BANGOR
and
1 Wi 4M l9EiiT{'fd�l s.ia`i'<HF lPlU10
ARTICLE I. PREPARATION OF PROPERTY FOR REDEVELOPMENT
SEC. 101. Work To Be Performed by Agency. The Agency shall, prior to c uvey-
of 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 shalt consist Of the following (unleas
the Agency and the Redeveloper hereafter agree in writing that any of such prepara-
tion shell not be done, or that it shall be done subsequent to the conveyance of the
Property):
(a) Demolition and Removal. The demolition and remossaL to the surface eleva-
Lionof 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-
selling; from such demolition, except such material and debris as may be
used for any filling required by this Section.
(b) Reduction Of Wails. The reduction of sit walls, including foundation
wells, to the surface elevation of the adjoining ground.
(_) Breaking Up Basement Floors. The breaking up of all basement or cellar
floors sufficiently to permit proper drainage.
(d) Removal of Paving. Me removal by the Agency or by the appropriate public
hotly of all paving (including catch basins, sorbs, Bursate, drives, and
sidewalks) within or On the Property.
(e) Removal of Public Utility Lines. The removal or abandonment by the Agency
or by [he appropriate body or public utility company of all public utility
linea, 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) Pilling Materials. The filling of all basements or other excavations ex-
posed asresult of the work performed by tie Agency pursuant to this
Section, with noncombustible materials to a level twelve (12) inches below
the surface of the adjoining ground on all sides thereof.
SEC. 102. Expenses,
In< and Salvage. All expen including current taxes,
if any, relating to buildings or other structures demolished or to be demolished in
accordance with Section Lot hereof shall be brass by, and all income or salvage re -
raised a Ault of the demolition of such buildings or structures shall belong
to the Agency.
SEC, 103. Agency's Responsibilities for Certain Other Actions. The Agency,
without expense to the Redeveloper a assessment O claim against the Property and
prior to completion of the Improvements (or at such earlier time or times as the Re-
developer and the Agency may agree is writing), shall, in accordance with the Urban
Renewal Plan, provide or secure at cause to be provided Or secured, the following:
(a) vacation of Streets Etc. The closing and vacation of all existing streets,
alleys and other public rights-of-way within or abutting on the Property,
except as may be otherwise provided within tie Agreement.
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(b) &suis ding Resubdiviefon [ Rezoning. The replatting, subdivision o
ing of the Ycopex ty, if necessary fax the conveyance resubdivision
to the
Redeveloper.
(c) Improvements of Existing Streets. The improvement (by the Agency or by
the appropriate public body) by resurfacing, rebuilding or new construction
inordan with the technical specifications, standards and practices
of the City,ofthe existing streets, alleys, or
other public rights-of-
way (including catch basins, curbs and gutters, 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. Me construction (by the
Agency or by the appropriate public body), in accordance with the technical
specifications, standards and practices of the City, and the dedication
of all new streets, alleys and other public rights-of-way (including ratio
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 lines of such public streets, together with sodding or seeding of
any such publica rea between such sidewalks or the curb linea of such
public streets.
(£) Street Lighting. Signe and Fire Hydrants. Me 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 hydrant in connection with all new streets abutting o
the Property and to be constructed pursuant to this Section.
(g) Ire tallation of Public Utilities. The installation or relocation (by the
Agency or by the appropriate public body or public utility company) of such
drains, water and gas distribution Lines, electric, telephone and
telegraph lines, and all other public utility Sines, installations and
facilities as are necessary to be installed or relocated ocenter-
Clan
With the Property by [ of the redevelopment contemplated bythe
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, installine the necessary utility c cognitions within the boundaries of
the Property between the Improv Improvements t be constructed on the Property
by the Redeveloper and the water, sanitary seand storm drain mains or
Other public utility linea owned by the City or t
by any public utility
company within or without such boundaries, or electric, gas, telephone, o
other public utility lines owned by any public utility company within o
without such boundaries, and the Redeveloper shall secure any permits
required for any such installation without cost Or expense t0 the agency.
SEC. 104. Waiver of Claims and Joining 1n Petition by Redeveloper. The Rede-
ve Loper hereby waives (as the purchaser of the Property under the Agreement and a
the owner 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
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Section l03 hereof, iso be closed o rated, or the grade of which is to be
changed, and Shall upon the request of the ASency subscribe to, and join with, the
Agency i 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. Right of Entry for Utilities Service. The Agency reserves for It-
self, the City, and any public utility company, as may be appropriate, the unquali-
fied tight to enter
upon the Property at all r me
reasonable tis for the purposeof
reconstructing, intafning, repairing oz 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. no Redevels-
pet shall not construct any building or other structure or improvement on,
within the boundary lines of any easement for public utilities described or referred
to in Paragraph (a), Section 2 of Parei 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 beet 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.;eney shall permit representatives of the Redevelo-
per to have fl ro
s any part of the Property as to which the Ajey holds title,
at all reasonable times for the purpose of obtaining data and making varis
tests concerning the Property necessary s me
carry out the Agreement. Aftero
the con-
veyance oftheProperty by the Agency to the Redeveloper, the Redeveloper shall
permit the representatives of the Agency. the City and the United States of America
o the Property at all reasonable times which any of them deems
grouts t ease necessary
for the purposes of the Agreement, Me Cooperation Agreement, or the Contract bet
Loan and Capital Grant, with the construction but v [ of tl e inspection of all woek being
perfoshall bed in c notion with y c gebeode of the Iorm by any p No comfor the tion
shall be provided
n nshall
this
any charge be made 1n any form by any party Far the
access providetl fox in Chie Section.
ARTICLE III. CONSTRUCTION FLANS} CONSTRUCTION OF
IMPROVENENTS: CFRTIFICATH OF CONTLETION
SEC. 301. Plans for Construction of Improvements.
(a) within 8 m 7 (a) days after the execution of this Agree-
ment, the Redeveloper shall summit to the Agency preliminary plans at a
rale specified by the Agency and outline specifications prepared by the
Architect, including a renderi+g, indicating surrounding buildings, all
elevations and such perspectives as may be necessary t show the archi-
tectural character of the improv, , for all of the improv menta to
be constructed by i n the Property in accordance with the Site Plan,
the Plan, the Application, the Project and this Agreement.
The Agency shall review aid approve or reject such preliminary plans
and specifications and shall pmsq,tly notify the Redeveloper of Its
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(b)
(c)
approval or
rejection i 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 plans and outline specifications, or any resubmission thereof as here-
inafter provided, such plans and specifications shall be deemed approved.
In the event of a rejection, the Redeveloper shall, within thirty (30)
days after the date the Redeveloper receives the written notice of such
rejection, resubmit the preliminary plansand outline specifications al-
tered to meet the grounds of rejection. The resubmission shall be sub-
ject t0 the review and approval of the Agency 1n accordance with the pro-
cedure hereinabove provided for an original submission, until preliminary
plain 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 nam h TGd/MR01 days after the execution
of this Agreement_ 9
Within onetmq,1�61 ts(efitp days after the preliminary plana and outline
specifications are approved, of deemed approved, by the Agency, and in any
ant within We bond r(p 0(y[ty.) days after the execution of this Agree-
ment, the Redeveloper haiil submit to the Agency final architectural plan
and specifications prepared by the Architect and in conformity with the
previously approved preliminary plans and outline specifications, the Site
Plan, the Plan, the Application, the Project and this Agreement.
Final architectural plans and specifications submitted hereunder shall
be reviewed for such conformity inaccordance with the review and approval
procedureset forth in subsection (a) provided, however, that the
Redeveloper shall submit final architectural plana and specifications
which meet the requirements of this subsection and the approval of the
Agency within Y.hree hundred (700 ) days after the execution of this
Agreement.
The Redeveloper shalt not apply for a building permit for the construction
of the Improvements to be erected on the Property without the prior cer-
tification
-
tification of the Authority that [M1e work to be done or completed is 1n
byordance-with the final architectural plans and . specifications approved
the Agency Inaccordance with the provisions of this Agreement. No
work shall be done on the construction of [M1e improvements to be erected
on the Property unlet much work conforms in try respect [ suchapproved
final architectural plans and specifications, except and only to the extent
that modifications thereof have been requested by the Redeveloper in
writing and have been approved in writing by the Agency, and except that
such plans and specifications may be modified from time to time by the
Redeveloper acting alone, provided the plans and specifications as thus
modified are in substantial conformity with the final architectural plane
and specifications as approved by the Agency. In the event the Redevelo-
per shall fail to comply with the foregoing requirements, the Agency may,
within a reasonable time after discovery thereof by the Agency, direct in
writing that the Redeveloper so modify or uch portion o
portions of the Improvements erected of being erected on the Property as
ate not in conformance with the approved final architectural plans and
specifications or
any approved modifications thereof, as to bring them
into conformancetherewith. The Redeveloper shall promptly comply with
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such a directive, and shall not proceed further with construction of the
Improvements until such directive is complied with. Any delays in can-
pletion of the Improvements .r aulting from such unapproved modification
reconstructionor t
shall not be a ground for the extension of the time
limits of construction on the Property as provided for in Section ]0] of
Part II of this Agreement.
(d) In submitting plans and specifications to the Agency for its approval,
the Redeveloper shall consider and cake into account the planning and
design objectives set forth in the Plan, and the Agency shall pursue each
objectives in its review of 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 Cove truction Plana, and, in any event,
O later than the time specified thereforrn Paragraph (e), Section 5 of Part 1
hereof, the Redeveloper shall submit to the Agency evidence satisfactory to the
Agency that the Redeveloped has the equity capital and commitments for mortgage
financing necessary for the construction of the Improvements.
SEC. 304. Approvals of Construction Plane and Evidence of Financing As Con-
ditions Precedent to Conveyance. The submission of Construction Plans and their
approval by the Agency as provided in Section 301 hereof, and the submission of
evidence of equity capital and commitments for mortgage financing as provided in
Section 303 hereof, are
conditions precedent to the Obligation of the Agency to
convey the Property tothe Redeveloper.
SEC. 305. Commencement and Completion of Construction of Improvements. The
Redeveloper. agrees for itself, its successors
nuce and assigns, and every success
o
r in
interest to the Property, o any part thereof, and the Deed shall contain covenants
n the parr of the Redeveloper for Itself andsuch successors and
assigns, dilig that the
Redeveloper and such a and assigns stall promptly brow and diligently
prosecute t omeletion thereon, and
entsuch
of the Property thrall in
the construction
be -
of the within
t menta d specified
end that h SM1 c nat4Yceion shall re any event om be-
gin ii[t ie the parlor specified in such Section 4 Of Part I ed and and ed and later
within the period specified
pro in such
th t such
4. IL is intended and agreed, band the
Deed shall s expressly provide, that they
dale ante and covenants shallwithout
beto running classification
the lana dna thatesig atio , legal
any event, wis, an wexcept only cove-
nants
to technical
specifically
cifically Prov de sin thecAgr, legal n itself,
e,a to and except only a
permitted specifically equity,
binding
in g f Agreement Ilse Lf, he, t0 the fullest extent
permitted ea le and egAgenc binding for the benefit of the community css and the Agency
and enforceable pe the Agency against the Redeveloper and its tots and assigns
to or of the Property or any past thereof or any interest theretn�ea
SEC. 306. Progress Reports. Subsequent to conveyance of the Property, or any
part thereof, to the Redeveloper, and until c e
ction 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 nhe actual progress of the Re-
developer with respect to such construction.
SEC. 307. Certificate of Completion.
(a) Promptly after completion of the Improv eats in accordance with those
provisions of the Agreement relating solely to the osligations of the Redeveloper
-5-
to construct the improvements (Including the dates for beginning and completion
thereof), the Agency will furnish the Redeveloper with an appropriate instrument
so certifying. Such certification by the Agency shall be (and it shall be so pro-
vided in the Deed and in the certification itself) a conclusive determination of
satisfaction and termination of the agreements and covenants in the Agreement and
the Deed with respect to the obligations of the Redeveloped, and its successors and
ov
assigns, to construct the Impro eats and the dates for the beginning and comple-
tion thereof: Provided, that if there ts upon the Property a mortgage insured or
held or owned by the Federal Housing Administration and the Federal Housing Admin-
lattationShell have determined that all buildings constituting a part of the Im-
provements and receded by such m rtgagee, in fact, substantially completed in
accordancewith the Construction Plans and are ready for occupancy, then, in such
the Agency and the Redeveloper shall accept the determination of the Federal
Housing Administration as to such completion of the construction of the Improvements
accordancein
with the Construction Plans, and, if the other agreements and coven-
ants
-
antsin theAgreement obligating the Redeveloper 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 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 trustee of
a mortgage, securing money loaned to finance the Improvements, or any part thereof.
(b) With respect to such individual parts or parcels of the Property which,
if so provided in Parc I hereof, the Redeveloper may convey or lease as the Improve-
ments to be constructed
ucted thereon are Agencycompleted, the Agency will also, upon proper
completion of theImpro menta relating to any such part or parcel, certify to the
Redeveloper that such improvements have been made in accordance with the provisions
of the Agreement. Such certification shall seen and provide, (1) that any party
purchasing or leasing such individual part or parcel pursuant to the aurhorization
herein contained shall not (because of such purchase or lease) incur
any obligation
with respect to the construction of the Impro ements relating tosuch part or parcel
anyany other part or parcel of the Property; and (2) that neither the Agency n0
other party shall thereafter have or be entitled t0 e% with respect t0
any such Individual part or Potosi a sold (or, in the < of lease, with respect
to the leasehold interest) any rights o remedies o controls that it may otherwise
have or be entitled toe rcise with teepee[ to the Property a cult of a de-
fault in or breach of any pxuvisiorm of the Agreement or the Deed by the Redevelo-
per any a interest o assign, unless (1) such default or breach be by
or successor m r
the part or
or lessee, o any successor interest cont to or sign of such individ-
ual pant or hparcelereof wind respect to gheso control and referred to i
Section WS M1exeoE, and (ii) the right, remedy or control relates to such default
or breach.
(c) gash certification provided for in this Section 307 shall be in such
form as will enable it to be recorded In the proper office for the recordation of
deeds and other instruments pertaining to the Property, including theDeed. If
the Agency shall refuse or fail to provide any certification in accordance with
the provisions of this Section, the Agency shall, within thirty (30) days after
written request by the Redeveloper, provide the Redeveloped with a written state-
, 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 or acts it will becary, in the
opinion of the Agency, for the Redeveloped to take or perform In order to obtain
such certification.
-6-
ARTICLE IV. RESTRICTIONS UPON USE 0 PROPERTY
SEC. 401. Restrictions on Use. The Redeveloper agrees for itself, and its
end assigns, find every successor in interest to the Property, o any
successors ttenet [
Part itself,
and the sDeeduccessors
shall contain covenants he the pale er the Redevelops[
for land 1f, and such a sore find assigns, etM1at the Redeveloper, and such succes-
sors and assigns, ehall�ce
(a) Devote the Property to and only to and in accordance with the vase
specified in the Declaration of Restrictions; and
(b) Not discriminate upon the basis of race, calor, creed or national
origin in [M1e sale, lease or rental or in the use cupancy of
the Property or any improvements erected or to be erected thereon,
or any pate thereof.
SEC. 403. Covenants; Binding Upon Successors in Interest' Period of Duration.
It is intended and agreed, and the Deed sha1L so expressly provide, that the agree-
ments and covenants provided In Section 401 hereof shall be covenants running with
the Land and that they shall, in any event, and without regard to technical classi-
fication or designation, legal or otherwise, and except only as otherwise specific-
ally pros ided to 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 Co the Property, o
artsuccessors
partmethereof, end the of any otherland (ox any interest In such land) in
the Project Area which is subject Co the land use
requirements and restrictions of
the Declaration of Restrictions, and the United States (in the case of the covenant
provided in subdivision (b) of Section 401 hereof), against the Redeveloper, its
and assigns and every successor in Interest Co the Property, o any
part there s n, and r
part thereof o any part the therein, and any pasty to poeaee cion of occupancy of
Ms Property o any part thereof. it is further
of Intended and agreed that the agree-
ment and covenant provided me nor until t ed to Section
specif 401 hereof shall remain in
effect for the period re time, o well the date, specified an a referred to to
ate)Section 6 of pare I hereof (e[ which time such provided
in subdivision and c ant shall tervaiction -
e[¢) and that Che emain inea and c ante provided La toim(b) de Section
401 hereof shall remain [n effect without Limitation
th as de elms: itself, a that
such agreements and covenants shall be bind log on the thereof, an itself, party
successor in interest to the respectively,
and every parr ehereof, and each parer i
possession occupancy,inter only fax possession
period a such
ae or oc s e e successor or
party shall have tiers to, o interest i r poeaee aloe o occupancy of, nthe
"
Property or efee thereof. vThe isions o specified in the Urban Renewal Plan" e,W
"land a referring to provisions of d andUrban
all Renewal Plan,similar language,
qu the Agteemere shall include the land and all building, pertaining
to and other re-
quirements or restrictions of [M1e Urban Renewal Plan pertaining to such lend.
SEC. 403. Agency and United States Rights toEofomce. In amplification, and
[ in restriction, of toe provisions of the preceding Section, tC la tnteaded and
agreed that the Agency and Its successors and assigns shall be deemed beneficiaries
of the agreements and covenants provided in Section 401 hereof, ami the United
States shall be deemed abeneficiary of the covenant
nant provided to subdivision (b)
of Section 401 hereof, both for and in their o its am right and also for the
purposes of protecting the interests of the c unity and other parties, public or
private, In whose favor or for whose benefit such agreements and covenants have
-7-
been pr ovided. Such agreements and covenants shall (and the Deed shall so state) run
in favor of the Agency and the United States, for the entire period during which such
agreements and covenants shalt be in force and effect, without regard to whethe+ the
Agency or the United States has at any time been,temains, or isan of any
land o interest therein to or in favor of which such agreements and covenants
ants
relate. The Agency shall have the right, in the event of any breach of any such
agreement or
covenant, and the United States shall have the right in the event of any
breach of the c ant provided in subdivision (b) of Section 401 hereof, to exercise
all the rights and remedies, and to maintain any actions o suits at law or In
e
equity or other proper proceedings to enforce the curing of such breach of agreement
or covenant, to which it or any other beneficiaries of such agreement or covenant my
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 successors and
signs, that during construction and thereafter the Redeveloper, and its a
and assigns shall include all advertising for the sale o cal of the Property
statement to the effect (a) that the Property is open to all persona without dis-
crimination on the basis of race, color, creed or antional origin and (b) that there
shall be no discrimination in public access and use of the property to the extent
that it is open to the public.
ARTICLE V. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSPER
SBC. 501. Representations as to Redevelopment. The Redeveloper repiesenta and
agrees that its purchase of the Property, and its other undertakings pursuant to the
Agreement, ate, and will be used, for the propose of redevelopment of the Property
and not for speculation In land holding. The Redeveloper further recognizes that,
in view of
(a) the importance of the redevelopment of the Property to the general
welfare of the community;
(b) the substantial financing and other public aids that have been made
available by law and by the Federal and local governments for the
purpose of making such redevelopment passible; and
(c) the fact that a transfer of the stock in the Redeveloper or of a
substantial pain thereof, or any other act or transaction involving
or resulting in a significant change in the ownership or distrioution
of such stock or with respect to the identity of the parties in
con-
trol of the Redeveloper or the degree thereof, is for practical
purposes a transfer or disposition of the Property then awned by the
Redeveloper,
the qualifications and identity of the Redeveloper, and its stockholders, are of par-
ticular concern to the c nity 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 s fmilar undertaking for such performaone of all undertakings
and covenants 1n the Agreement.
-8-
SEC. 502. Prohibition Against Transfer of Shares of Stock' Finding Upon Stock-
holders Individually. For the foregoing reasons, the Redeveloper represents and
agrees far[self, its stockholders, and any successor in interest of itself and its
stockholders, respectively, than Prior to completion of the Improvements as
cer-
tified by the Agency, and without the prior written approval of the Agency, r
a
there shall beno transfer by any party w r
owning 10 per rent O of the sock in
the Radevetopere
(which term shall be deemed for the pur)os of this and related pro-
visions to include successors in interest of such stock or any part [hereof or in-
terest therein), (b)un eall any such wesuffer any such transfer to be made,
(c) n shall there be or be suffered to be by the Redeveloper, or by say owner of
LO per rent or more of the stack therein, any other similarly significant change in
the ownership of such stack or in the relative distribution thereof, o with respect
o theidentity of the parties in control Of the Redeveloper or the degree thereof,
by any other method or mans, whether by increased capitalisation, merger with
rather corporation, corporate other amendments, r of additional a W
stock o r
classification of stock, o otherwise. With respect to this provision,
Redeveloper and the parties signingthe 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
nst Transfer of Property and Assignment of Agreement.
Also, for the foregoing r the Redeveloper represents and agrees for itself, and
its successors and assigns, that:
(a) Except only
(L) by way of security for, and only for, (i) the purpose of obtaining
financing n ary to enable the Redeveloper o any successor
interest to the Property, any part [hereof, to perform its ob-
ligations with respect to making the Improvements under the Agree-
ment, and (ii) coy other purpose authorized by the Agreement, and
(2) as to any individual parts or parcels of the Property on which
the Improvements to be constructed thereon have been completed,
and which, by the [ of the Agreement, the Redeve Loper i
authorized to convey az lease as such Improvements are completed,
the Redeveloper (except as so authorized) has not made or created, and that it Will
not, prior t0 the proper completion of the Improv menta as certified by the Agency,
make or create, orsuffer to be made o created, any total or partial sale, assign -
conveyance, or lease, o any trueor power, or transfer i any other mode O
for of o e
with respect to the Agreement at the Property, any part thereof or any
Internet therein as any contract or agreement to d0 any of the Be=, 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 con-
struction
-
struction of the Improvements, the Redeve Loper my enter into any agreement to sell,
Lease, or otherwise transfer, after the i of such certificate, the property or
any part thereof or interest therein, which agreement shall not provide for payment
of or
oaccount of the purchase price o 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 shall be entitled to require, except as otherwise provided in
the Agreement, as conditions to any such approval that;
-9-
(1) Any proposed transferee shall have the qualifications and financial
responsibility, as determined by the Agency, necessary and adequate
to fulfill the obligations undertaken in the Agreement by the Rede-
veloper (or, in the event the transfer is of or relates to part of
the Property, such obligations to the extent that they relate to
such part).
(2) Any proposed transferee, by instrument in writing satisfactory to
the Agency and in form recordable among the land records, shall,
for itself and its successors and assigns, and expressly for the
benefit of the Agency, haveexpressly assumed all of the oblige -
Claim of the Redeveloper under the Agreement and agreed to be
subject to all the conditions and restrictions to which the Re-
developer is subject (ox, in the event the transfer is of o5
relates to part of the Property, such obligations, conditions, and
astrictions to the extent that they relate to such part); Pro-
vided, that the fact that any transferee Of, O any other sucressor
in interest whatsoever to the Property, O any part thereof, shall,
whatever the reason, not have assumed such obligations o agreed,
shall not (unless and only to the extent Otherwise specifically
provided in the Agreement or agreed to in writing by the agency)
relieve or except such transferee or successor
Of Or from such ob-
ligations, conditions, o restrictions, or deprive or limit the
Agency of or with respect to any rights or remedies or
controls
with respect to the Property or the construction of theImprove-
ments; it being the intent of this, together with other provisions
of the Agreement, that (to the fullest extent permitted by Law and
equity and excepting only in the center and to the atspecific-
ally provided otherwise in the Agreement) no transfer oftor change
with respect to Ownership in the Property or any para thereof, o
any interest therein, however consummated or occurring, and whether
voluntary OS involuntary, shall operate, legally or practically,
to deprive
r Limit the Agency of o with respect to any rights or
remedies or
controls provided in OS resulting from the Agreement
with respect to the Property and thee ,mtiuction of the Improve-
ments that the Agency would have had, had there been no such trans-
fer or change.
(3) There shall be submitted to the Agency for r all foo truments
and other legal documents involved in effecting transfer; and if
approved by the Agency, its approval shall be indicated to the
Redeveloper in writing.
(4) The consideration payable for the transfer by the transferee or on
its behalf shall not exceed an amount representing the actual cost
(including carrying chargee) to the Redeveloper of the Property (Or
allocable to the partthereof o interest therein transferred) and
the Improv mans, if any, theretofore made thereon by It; it being
the intent of thin provision to preclude assignment of the Agreement
S transfer of the Property (or any parte thereof other than those
referred to in subdivision (2), Paragraph (a) of this Section 503)
for profit prior to the completion Of the Improvements and Co pro-
vide that in the event any such assignment or transfer is made (and
-10-
is notcanceled), the Agency shall be entitled to increase the Pur-
chase Price to the Redeveloper by theamount that the consideration
payable for the assignment or transfer 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 tothe Agency.
(5) The Redeveloper and its trans fares shall comply with Such other
cond itiom as the Agency may find desirable in order to achieve
and safeguard the purposes of the Urban Renewal Act and the Urban
Renewal Plan.
Provided that in the absence of specific written agreement by the Agency to the con-
trary, no uch transfer or approval by the Agency thereof shall be deemed to relieve
the Redeveloper, or any other party bound In any any 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-
atioa 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 sulting
in any change in the ownership of such stock or in the relative distribution thereof,
or with respect to the identity of the parties in control of the Redeveloper or the
degree thereof, of which 1t or any of its officers have been notified or otherwise
have knowledge or information 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 or indicated by the
records of the Redeveloper, by specific inquiry made by any such officer, of all par-
ties who on the basis of such records can Io per cant or more
of the stock in the
Redeveloper, and by such other knowledge or information asuch officer Shall have.
Such lists, data, and information shall in any event be furnished the Agency i®edi-
Scely prior 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 of a certificate of completion for all the Property.
ARTICLE VI. MORTGAGE FINANCING: RIGHTS OF MORTGAGRES
SEC. 601. Limitation Upon Encumbrances of Property. Prior to the completion of
the Improvements, as
certified by the Agency, neither the Redeveloper act any suc-
cessor
ll -cessov 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
or lien to be made on at attach to the Property, except for the purpose of obtaining
(a) funds only to the extent necessary for making the Improvements and (b) such ad-
ditional funds, if any, in an amount not to exceed the Purchase Price paid by the Re-
developer to the Agency. The Redeveloper (or successor in interest) shall notify the
Agency in advance of any financing, secured by mortgage or other similar lien Instru-
ment, it proposes to enter into with respect to the Property, or any part thereof,
-LL-
and in any event it shall promptly notify the Agency of any encumbrance or lien that
has been created on or attached to the Property, whether by voluntary act Of the
Redeveloper or
otherwise. For the purposes of such mortgage financing a may be
made pursuant to the Agreement, the Property may, at the Option of the Redeveloper
(ax successor in interest), be divided intoe rat parte or parcels, provided that
such subdivision n the opinion of the Agency,isnot inconsistent with the purposes
of the Urban Renewal Plan and the Agreement and is approved in writing by the Agenc.
SBC. 602. Mortgagee Not Obligated to Cone cruet. Notwithstanding any of the pro-
visions of the Agreement, including but not limited to those which are
or e inten-
ded to be covenants 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 prs eedings,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) a" Other purchaser at foreclosure Sale
ocher than the holder of the mortgage itself) shall in no wise be obligated by the
provisions of the Agreement to construct O complete the Improvements or to guarantee
such construction or completion; n shall any cosecant oany other provision in the
Used be construed to So obligate such holder; Provided, that nothing in thin Section
or any other Section or prevision of the Agreement shall be deemed or nstrued to
permit Or authorize any such holder to devote the Property or any part thereof to any
Or to construct any Improvements thereon, ocher than those uses or improvements
provided or permitted in the Urban Renewal Plan and In the Agreement.
SEC. 603. Copy of Notice of Default to Mortgagee. Wnena[ the Agency shell
r
deliv any notice or demand to the Redeveloper with respect to any breach or default
by the Redeveloper in its obligations orants 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.
SBC. 604. Mortgagee's Option to Cure Defaults. After any breach or default re-
ferred to In Section 603 hereof, each such holder Sna11 (insofar as the rights of the
Agency a concerned) have the right, at its Option, to cu remedy such breach or
re tourer el to
default (or red breach or default to cM1e extent that thereof
relates to the part of the
Property covered by its mortgage) and to add the coat reach o eo the t is
debt
andthe lconstr its mortgage: Provided, that if the breach of default is with re -
apart
se construction of clan of the t shall be de medhto contained in thio Section h o any
other e section of the Agreement foreclosure
o be deemed to perch[ aauthorize and such holder,
either before o after or
a action lieu thereof, to undertake o
con-
tinuetheprotect
completion of Me Improvements (y made Me extent necessary
constructionto prated[ he obligation
ants a he[Agency, already made) without satisfactory
tahav-
to the Agesly, assumed the obligation Cop the Agency, by he Agreement,
agreement Improvements
Ca the Agency, to complete, in the manner Provided en cM1e title
f such
the Improvements
n the Property or Me per[ thereof towhichcM1e lien em nts rely inch hother relates.
rty
Any asuchpplicable
holder who shall properly complete cM1e Improvements relating to the Property
or artificati part thereof acid be entitled, y to such
h effect
made he the Agency, to
de
section tion o alficeafone by she Agency to ouch effect In the mance[ requested
ed
in such holder,
307 ancone Agreement, and any such certification w atell, res ec a rrecaptur by
such holder and provide that eery remedies a rights with Agency[ to recapture
be O seeing of title he the Property that the successor
ihall have o
be entitled t reversion
of failure of cM1e Redeveloper or any aucceaeo[ In interest to
the Property, orany part thereof, to c remedy any default with respect to the
construction of the Improvements on other parts or parcels of the Property, or be-
cause
of say other default i r breach of the Agreement by the Redeveloper such
shall not apply to the part or parcel of the Property to which such cer-
tification relates.
SEC. 605. A Option b In any
where, subsequent to default or breach 6Y the Redeveloper (or s in-
terest) under the Agreement, the holder of any mortgage on the Property or part
n
thereof
(a) has, but does not ex , the option to construct o complete the Im-
provements relating to the Property or part thereof covered by its mot -
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 long as the period pre-
scribed for such construction or completion in the Agreement), and such
default shall not have been cured within sixty (60) daysmafter written
demand by the Agency so to do,
the Agency shall (and eery mortgage instrument made prior f completion of the Im-
piw menta with respect to the Property by the RedeveloperOr sn interest
shall so provide) have the Option of paying to the holder theamount of the mortgage
debt sad securing anassignment of the mortgage and the debt secured thereby, o
the event Ownershipof the Property (or part thereof) has vested i such holder bin
y
way Of foreclosure or action in lieu thereof, the Agency shall be entitled, at Its
option, to nveyance to it of the Property or part thereof ( as the case may be)
upon payment to=uch holder of a unt equal to the sum of: (i) the mortgage debt
at the time of foreclosure o action in lieu thereof (less all appropriate credits
including those resulting from collection and application of rentals and other In-
comeceived during foreclosure proceedings); (ii) all expert with respect to the
foreclosure; (£f£) the net expense, if any (exclusive of general overhead), incurred
by such holder in and as a direct result of the subsequent management of the Property,
(ie) the costs of any Improvements made by such holder and (v) a amount equivalent
to the interest that would have [wed on the aggregate of such amounts had all such
amounts become pact of the mortgage debt and such debt had continued in existence.
SCC. 606. Agency's option to Gore Mortgage Default. In the event of a default
r breach prior to the completion of the Improvements by the Redeveloper, or
uc any e -
er in interest, Ino of any of its obligations under and to the holder Of anyrtgage or other instrument creating a encumbrance or lien coca the Property or part
thereof, the Agency may at its Option cure
such default or breach, in which case the
Agency shall be entitled, in addition 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 successor in interest of all
costs and expenses incurred by the Agency in 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 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 the Agreement.
-13-
SEC. 607. Mortgage and Holder. For the purposes of the Agreement: The team "mort-
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
n
"holder" reference to a mortgage shall includee
any ins r guarantor of any
obligation or condition secured by such mortgage r deed of trust, including, but
not limited m, the FederaHousing Commissioner, the Administrator of Veterans Af-
fairs, and any successor in office of either such official.
ARTICLE VII. REMEDIES
SBC. 70L. Iv General. Except as otherwise provided In the Agreement, in the
event of any default i or breach of the Agreement, o any of its terms o 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 cure or remedy
such default or breach, and, in any a ent, within sixty (60) days after receipt of
r
such notice. Inc se such action not taken o t diligently Pursued, r the de-
fault or breach shalt tot be cured or remedied within a reasonable time, the aggrie-
ved party may institute such proceedings as may be necessary or desirable in its
opinion to cure
and remedy such default or breach, including, but not limited to,
proceedings to compel specific performance by the party in default or breach of its
obligations.
SEC. 702. Termination by Redeveloper Prior to Conveyance. In the event that
(a) the Agency does not tender conveyance of the Property or possession thereof
in the answer and condition and by the date provided in the Agreement, and
any such failure shall act be cured within thirty (30) days after the date
of written demand by the Redeve Loper, or
(b) the Redeveloper shall, after preparation of Construction Plane satisfactory
to the Agency, furnish evidence satisfactory to the Agency that it has
been unable after and despite diligent effort for a period of sixty (60)
days after approval by the Agency of the Construction Plane, to obtain
mortgage financing for the construction of the Improvensoate on a basis
and on terms that would generally be considered satisfactory by builders
Of contractors for improvements of the natureand type provided in such
Construction Plana, and the Redeveloper shall, after having submitted such
evidence and if so requested by the A,ency, 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 A;ency, 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 Ageoc Prior to Conve sees. In the event that
(a) prior to conveyance of the Property to the Redevelop¢[ and in violation
of the Agreement
(1) the Redeveloper (or any successor In Interest) assignsrattempts
to design the Agreement or any rights therein, or to the Property, or
-14-
(ii) there is any change In the ownership or distribution of the stock
of the Redeveloper or with respect to the identity of the parties
in control of the Redeve Loper or the degree thereof; or
(b) the Redeveloper does not submit Construction Plans, as required by the
Agreement, or (except a sed under subdivision (b) of Section 702
hereof) evidence that it has the necessary equity capital and mortgage
financing, in satisfactory form and to the me 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 (c) of
this Section 703 shell 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,
n 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,
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 recoupment whatsoever, and neither the Redeveloper (or assignee or transferee)
x the Agency shall have any further rights against or liability to the other under
the Agreement.
SRC. 704. Revesting Title in Agencv Upon Happening of Event Subsequent to Con-
veyance to RedevelopIn the event that subsequent to conveyance of the Property
or any part thereof to the Redeveloper and prior to completion ofthe Improvements
as certified by the Agency
(a) the Redeveloper (or successor
r in interest) shall default in or violate its
obligations with respect to the construction of the Improvements (including
the nature and the dates for the beginning and completion thereof), or
shall abandon or substantially Suspend Construction work, and any such de-
faulq violation, abandonment or uspension shall not be cured. ended, or
remedied within three (3) months (six (6) months, if the default is with
espect to the date for completion of the Improvements) after written de-
amnd by the Agency es to do; or
(b) the Redeveloper (orinterest) shall fail to pay real estate
taxes o assessments on r
the Property o any part thereof when due, o
shall placethereon any encumbrance or lien unauthorized by the Agreement,
or shall suffer any levy or attachment to be made or any materialmen's or
mechanics' lien or any other unauthorized encumbrance or lien to attach,
and such taxes or assessments shall not 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, say transfer of the Property or
any part thereof, or any change in the ownership or distribution of the
stock of the Redeveloper, o with respect to the identity of the parties in
control of the Redeveloper or the degree thereof, and such violation shall
not be cured within sixty (60) days after written demand by the Agency to
the Redeveloper,
then the Agency shall have the right to re-enter and take possession of the Property
and to terminate (and reveal in the Agency) the estate conveyed by the Deed 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 shell be
made upon and that the Used shall contain, a condition subsequent to the effect
that in the event of any default, failure, violation orother action or inaction by
the Redeveloper specified i subdivisions s (a), (b) and (c) of this Sectioa 704, fail-
ure
n the part of the Redeveloper toremedy, and or abrogate such default, failure,
violation or other action or Enaction, within the period and in the manner 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 say asaigns or successors
in interest to and in the
Property, shall revert to the Agency: Provided, that such condition subsequent and
any repeating of title as a result thereof in the Agency
(l) shall always be subject to and limited by, and shall not defeat, rendez
invalid, or limit in any way, (I) the lien of any mortgage authorized by
the Agreement, and (ii) any rights or Interests provided in the Agreement
for the protection of the holders of such mortgages; and
(2) shall not apply to individual parts or parcels of the Property (or, in the
case of parts or parcels leased, the leasehold interest) on which the Im-
provements to be constructed thereon have been completed in
accordance
with the Agreement and for which a certificate 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 any part thereof as provided in
Section 704, the Agency shall, postpone to Its [esponeibElfties under State law, use
its best 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 such manner as the Agency shall find feasible and consistent
istent 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 at
completing the Improvements or such other Improvements in their stead as she 11 be
satisfactory to the Agency and in accordance with the uses specified for such Pro-
perty or part thereof in the Urban Renewal Plan. Upon such resale of the Property,
the proceeds thereof shall be applied:
(a) First, to reimburse the Agency On its own behalf or on the behalf of the
City for all 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 of part thereof (but less any income
derived by the Agency from the Property or part thereof in connection with
s
such management); all taxes, assessments and water and s charges with
respect
the Property or partthereof (or in the event the Property is
exempt from taxation oxamento such chargee during the period of
ownership thereof by the Agency, an amount, if paid, equal to such taxes,
assessments or charges (as determined by the City assessing official) a
would have been payable if the Property were
note exempt): any payments
made o necessary to be made to dischargeexist-
ing
encumbrances or liens a fist-
ing on the Property or part thereof at the time of revesting 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 o
acts of the Redeveloper, its successors x transferees; any expenditures
made o obligations incurred with respect to the making or completion of
the Improvements or any part thereof on the property or part thereof; and
any amounts Otherwise owing the Agency by the Redeveloper and Its succes-
sors or transferees; and
(b) Second, to reimburse the Redeveloper, it successor r transferee, up to
theamount equal to (L) 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,
less (2) any gains or income withdrawn or made by it from the Agreement
or the Property.
Any balance remaining
eomining after such relmbrusements shall be retained by the Agency as
its property.
SEC. 706. Other Rights and Remedies of Agency; 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 purpose
of this Article VII, including also the right to
execute and x ovd or file among the public land records in the office In which the
Deed is recorded a written declaration Of the termination of all the right, title and
interest of the Redeveloper, and (except for such Individual parte or parcels upon
which construction of that part of the Improvements required to be constructed there-
on has been ompleted, in accordance with the Agreement, and for which a certificate
of completion as provided in Section 307 hereof is to be delivered, and subject to
such mortgage liens and leasehold interests as provided in Section 704 hereof) its
successors in interest and assigns, in the Property, and the revesting Of title
thereto in the Agency: Provided, that any delay by the Agency in instituting or pro-
secuting any such actions or pro eedingeOs
otherwise asserting its rights under this
Article VII shall not operate a t
a of such rights to deprive it Of or limit
such rights in any way (it being theintent of this provision that the Agency should
not be constrained (so as to avoid the risk of being deprived of or limited in the
exercise of the remedy provided in this Section because of concepts of waiver, laches
or Otherwise) t0 exercise such remedy at a time when it may still hope otherwise to
salve 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 at treated as a waiver of the rights of the Agency with
respect 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 Delay in Performance for Causes Beyond Control of Party.
Pox the purposes of any of the provisions of the Agreement, neither the Agency nor
the Redeveloper, as the case may be, nos
any s interest, shall be c -
sidered in breach of or default in its obligations with respect no the preparation of
the Property for redevelopment or the beginning and completion of construction of the
Improvements or progress 1n respect thereto, in the event of enforced delay in the
performance of such obligations due to unforeseeable causes beyond its control and
without it fault O negligence, including, but not restricted to, acts Of God, acts
of the public enemy[ acts of the Federal Government, acts of the other party, fixes,
floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually
-17-
severe rather 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 say such enforced
delay, the time times for performanceof the obligations of the agency with re-
spect
c the preparation of the Property for redevelopment o of the Redeveloperwith
aspect to construction of the Improvements, as the c may 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 oche[
party thereof in writing, and of the cause or
causes thereof, and requested an ex -
tamales, for the period of the enforced delay.
SBC. 708. Rights and Brandies 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 remedies shalt
c
not preclude the ex m
a by it, at the a or differentt Lae of any other such
Sam remedies for the a default or breach o 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
to the performance, 0 r
r time thereof, o say obligation of the other party
or any condition to its can obligation under the Agreement shall be considered a
waiver of say rights of the party making the waiver with respect to the particular
obligation of the other party or condition to its can obligation beyond those expres-
sly waived in writing and to the extent thereof, owaiver nany respect in re-
gard to any other rights of the party making the waiver oranyother obligati ons of
the other party.
SBC. 709. Party in Position of Surety With Respect to Obligations. The Rede-
veloper, for itself and its successors and assigns, and for all other persona who
are or who shall become, whether by express or implied assumption or otherwise,
liable upon o subject to any obligation or burden under the Agreement, hereby
waives, to the fullest extent permitted by law and equity, any and all claims or
defenses otherwise or whether by agreement or operation of law, including, without
limitation on the generality of the foregoing, any and all claims and defenses based
upon extension of time, indulgence or modification of terms of contract.
ARTICLE VIII. MISCELLANEOUS
SRC. 801. Conflict of Interests' Agency Representatives Not Individually
Liable. No member, official or employee of the Agency shall have any personal in-
terest, direct or indirect, in the Agreement, n[shall any such member, official or
employee participate to any decision relating to the Agreement which affects his
personal interests or the interests of say corporation, partnership orassociation in
which he is, directly o a
indirectly, interested. No member, official o employee of
the Agency shall be personally liable to the nedeveloperr any successor
vLater-
Set, in the event of any default or breach by the Agency Orfor anamount which may
become due to the Redeveloper or successor or on any obligations under the terms of
the Agreement.
SRC. BOR. sal Employment Opportunity. The Redeveloper, for itself and its
successors
and assigns, agrees that during the construction of the Improvements pro-
videdfor in the Agreement:
-IB-
(a) The Redeveloper will not discriminate against any employee or applicant
for employment because of race,eed, dolor 11 national origin. The Re-
developer will take affirmative action to ensure that applicants are
mp em-
ployed and that aloyees are treated during 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
places available to employees and applicants for employment notices to be
provided by the Agency setting forth the provisions of this nondiscrimina-
tion clause.
(b) The Redeveloper will, in all solicitations o advertisements for employees
placed by or on behalf of the Redeveloper, state that all qualified appli-
ante will receive consideration for employment without regard to race,
creed, color or national origin.
(c) Lee Redeveloper will send to each labor union or representative of workers
with which the Redeveloper has a collective bargaining agreement 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 post
copies of the notice in conspicuous places available to employees and ap-
plicants for employment.
(d) The Redeveloper will comply with all provisions of Executive order 11246 of
September 24, 1965, and of the rules, regulations and relevant orders of
the Secretary of Labor.
(e) The Redeveloper will furnish all information and reports required by axe -
tive Order 11246 of September 24, 1965, and by the rules, regulations and
orders of the Secretary of Labor or the Secretary of Housing and Urban De-
velopment, and the Secretary of Labor for purposes of investigation to as-
certain compliance with such rules, regulations and orders.
(f) In the event of the Redeveloper's
noncompliance with the nondiscrimination
r
clauses of this Section, o with any of the said rules, regulations or
ders, the Agreementma
y bea
canceled. terminated o suspended in whole orrin
part and the Redeveloper any be declared ineligible for further Government
contracts or federally aaa
ted c nstructfoa contracts in accordance 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 11246 of September 24, 1965, or by rule, regulation or
order of the Secretary of Labor, or as otherwise provided by Saw.
(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
red into by any of
its contractors, unless exempted by ruled 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-
oper will take such action with respect to any construction contract, sub-
contract or purchase order as the Agency or the Department of Housing and
-19-
Urban Development may direct 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 as result of such direction by the Agency
or the Department of Housing andUrban Development, the Redeveloper may
request the United States to enter into such litigati an to protect the in-
terests of the United States. For the purpose of including such provisions
in any construction contract, subcontract, or purchase order, as required
hereby, the first three linea of this Section shall be Changed to read
"During the performance of this Contract, the Contractor agrees s foL-
lows:", and the term "Redeveloper" shall be changed to "Contractor."
SEC. 803. Provisions Not Merged With Deed. Done of the provisions of the
Agreement are latended to Or shall be merged by reason of any deed transferring
title to the Property from the Agency to the Redeveloper or any successor in interest
and any such deed shall not be deemed to affect or impair the provisions and cave-
sante of the Agreement.
SRC. 804. Titles of Articles and Sections. Any titles of the several parts,
Articles and Sections of the Agreement are Inserted for c of reference only
and shall be disregarded in construing or interpreting anofnits cprovisions.
-20-
COUIUMPARTE
The Agreement is executed in three (3) counterparts, each of which shall con
sticuce one and the same ins trument.
IN WITNISS WHEREOF, the Agency has cussed the Agreement to be duly executed in
its name and behalf by its Ga0t1W Mpttne Ymld L. 'Mrlme,
and its seal to be hereunto duly affixed and attested by Its Y Utlo Mentor
and the Codeveloper has 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.
NRHAN RENEWAL AMMM OF TRE CIPT oP BANCOR
Attest;
(secretary)
Attest:
(secretary)
Approved:
In City Council
Mte:
Council Order No.:
SCBBWLE A
Description of Property
All that certain parcel or parcels of land located in the City of Bangor, County
of Penobscot, State of Maine, more particularly described as follows:
Beginning at a point on Ne easterly line of Exabon" Streetv said
point being 50 feet north from the northerly line of Washington Street
At Coordinates N 3521339.109 E 1309360.641 hased on Us VaImState
Coordinate System Gest Zone;
thence N 18825. 31" N slop said easterly line of ExcWnge Street
for a distance of 165.00 feet;
thence N 710"'38" E for • distance of 231.74 feet to Ne westerly
line of land owed by Edna Rapaport acquired from Sona G. AcCUede at al
by dead dated January 191 1950 and recorded in Penobscot Registry of goods,
Velure 13379 page 317;
thence S 18017'"" E along Ne msaGrly line of said Rapaport property
for a distance of 65.00 fot;
Nance continuing along the line of Hid Rapaport property N 71044V8" E
100.64 feeti S 18015125" E 150.00 feet; N 710"' 3R E 38.69 fast; and
S 18015.31"E 50.00 foot to a point located 80.00 fast north from Me northerly
line of Washington Street;
thence 5 710444tM' N slop a line parallel to and 50 feet north from
the northerly line of Washington Street 370.75 fast to Ne point of begimlm.
She abov"Heribatl parcel contains 1.15 acres.