HomeMy WebLinkAbout1968-06-24 163-V ORDER163-V
Introduced by Councilor Baldacci, June 29, 1968
�ry�'CITY OF BANGOR
(J
(TITLE.) orl)PTo-APprcying Proppsed Contract for Sale of. Land in the..,,,
Kendu k y,Strean U b Renewal Project - Parcel No. GB -3
.......................
BY to City CbU44 Of CRY of Bangor
ORDERED,
THAT WHEREAS, the Urban Renewal Authority of the City of
Bangor proposes to enter into a contract for the sale of Parcel numbered
GB -3 in the Kenduakeag Stream Urban Renewal Project with Penobscot Plaza
Development Corporation; and
WHEREAS, the said Penobscot Plaza Development Corporation
has offered to pay the sum of Ninety -Five Thousand Dollars ($95,000.00)
for said parcel, said price being the negotiated price for said parcel
and being at least or above the minimum approved price as set by the
Department of Housing and Urban Development; and
waxEBAS, 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 ,ad is required; and
WHEREAS, the Urban Renewal Authority has filed a copy of
the proposed contract with Penobscot Plaza Development Corporation in
the office of the City Clerk;
WOW, THEREFORE, BE IT ORDERED:
THATtheproposed contract on file with the City Clerk be
and is hereby approved.
IN CITY COUNCIL
,lune 29, 1968
PASSED
CITY C
163-V
ORDER
Title,
Apoio; inp. Sale, of, w rain Renausg?ay,
Strom U.R. Project - Parcel No. G9-3
......................................
(Penobscot Plaza Development Corp.)
Introduced and filed by
e
L
Y. S. DEPARTMENT OP HOOSIM ANO URBAN OBVELOPMSNP
URNN RBNBWAL PROGRAM
PART I OF STAmARB FORN OF CONTRACT FOR mu OP IANO FOR PRIVATE RBOtiV8f.0PMBNP
PART I
OF
CONTRACT FOR
SAIF OF IAM FOR PRIVATE AHDBVEWPMENT
By and BaCaeen
ORRAN RENEWAL AUTHORITY OF ME CITY OF BANGOR
and
jl PENOBSCOT PLAZA DEVELOPMENT CORPORATION
SALE OF LAND POR PRIVATE RHD8V8WFN9NT
AGREEMENT, consisting of this Part I and Part IL entered hereto
and made a part hereof (which Part I and Pert II are together herein-
after called "Agreement'), made on or as of the
by and between the OSCAR MORR , AUTHORITY OF THE CITY OF BANGOR, a
public body corporate (which, together with any successor public body
or Officer hereinafter designated by or pursuant to law, is hereinafter
celled "Agency"), established pursuant t0 Chapter 166 of the Private and
Special Laws Of the State of Maine, 1957, a ended (hereinafter called
"Urban Mutual Act") am having its Office at City Hell in the City of
Burger (hereinafter celled "City"), State of Maine and PENOBSCOT PLAA,
DEVELOPMENT CORPORATION, a on -profit development corporation Organized
and existing by law, by virtue of Title 13 Section 81 Maine Revised
Statutes (hereinafter called "Redeveloper") and having an office far the
transaction of business at 23 Franklin Street in the City of Danger,
County of Penobscot, and State of Maine, WITNESSETH:
WHEREAS, in furtherance of the objectives Of the Urban Renewal Act,
the Agency he undertaken a program for the clearance and reconstruction
or rehabilitation of slum and blighted areas in =he City, and in this
connection is engaged in carrying out an urban renewal project known a
the"Kenduakeag Stream Urban Renewal Project" (hereinafter called "Project")
in an area (hereinafter called "Project Area") located In the City{ and
RUSSIAN, 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 Tune 22, 1964, by Order No. 79-R, aeamendetl by
a
Amendment Nor 1 thereof, dated May 19, 1966, and approved by such Council
on June 13, 1966, by Order No. 135-T, and as amended by the Agency by
Resolution dated August 25, 1964, Resolution No. 139, (which plan, as so
amended, and as it may hereafter be further seemed from time to e pur-
suant to law, end a constituted from time to time, is, unless Otherwise
indicated by the contesthereinafter call" "Orman Renewal Plan"): and
WHEREAS, 1n lien of the Urban Renewal Plan, a Declaration of Reatric-
tie= has been recorded among the land records fns the place fu which the
Project Area is situate, namely, In the Penobscot County Registry Of Deeds,
Volume , page , and
WHEREAS, in Order to enable the Agency to achieve the objectives of
the Urban Renewal Plan and particularly to make tie land in the Project
Area available for redevelopment by private entercrise for redevelopment
for and Ift accordance of th the uses specified in the Urban Renewal Plan,
both the Federal Government am the City have undertaken to provide and
have provided substantial aid am assistance to the Agency through a Contract
for Loan am Capital Grant dated December 23, 1968, in the case of the Fed-
rad. Ow ent and a Cooperation fVare men[, dated July 14, 1964, in the
case of the City; and
Wa9RRA5, the Agency has offered to sell and tie Redeveloper is will-
ing to purchase certain real property located in ale Project Area and more
particularly described in Schedule A ameued hereto and made a part hereof
(which property as so described Is hereinafter called "Property") and to
redevelop the Property for and in accordance with the uses specified in
the Declaration of Restrictions and in accordance with Cho Agreement: and
WHEREAS, the Agency believes that the redevelcpmenC of the Property
pursuant to the Agreement, and the fulfillment generally of the Agreement,
e in the vital and best interests of the City and the health, safety,
rale, and welfare of its residents, and 1n accord with the public pur-
poses and provisions of the applicable Federal, and local lave and
requirements antler which the Project hes been undertaken and is being assisted:
NOW, THSRRPOeg, in consideration of the promisee and the mutual oblige-
tione of the parties hereto, each of them does hereby cwevnt and agree with
the other as follows:
SBC. 1. SALE: PURCHASE PRICE
Subject to all the terms, constants, and conditions of the Agreement,
the Agency will sell the Property to the Redeveloper for, and the Redevel-
oper will purchase the Property from the Agency and pay therefor, the amount
of Ninety -Five 1""ousand Dollars ($95,000.00), hereinafter called "Purchase
Price", to be paid in cash or by certified check aimultaneously with the de-
livery of the deed conveying the Property to the Red "eloper.
SEC. 2. CONVEYANCE OP PSDPERTY
(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 Na condition subsequent pro-
vided for in Section 704 hereof, and to all other conditions, covenants, antl
¢
astrictions set Earth or referred to elsewhere In the Agreement, besubject
to:
(i) sewer easement of the city of Bangor as shown on plat
of disposition parcel CS -3, which plat is Co be re-
corded prior toe cu Cion of the contract and incor-
porated therein by reference:
(11) FishC-of-way ever said parcel for Ingress and agreee.
to lot nuubeced 3 as shown on
said plat, amid right-
of-way to be located along the westerly and southerly
boundaries of said property or along other Suitable
roadways as may be provided by the grantee from time
to time.
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(b) Time and Place for Delivery of Deed. Me Agency shalldeliver
the Deed and possession of the Property to the Redeveloper on June 1. 1968,
or as rt thereafter asaenably possible. Conveyance' shall be made at
the principal office of the Agency and the Redeveloper shall accept each
conveyance and pay to the Agency at such. time and place the Purchase Price.
(c) Apportionment of Current Taxes. The portion of therent taxes,
if any, the Property which s a lien n the date of delivery of the
Deed to the Redeveloper allocable to buildings and other improvements
which have been demolished or removed from the Property by the Agency shall
be borne by the Agency, and the portion of such entreat taxes allocable to
the land shall be apportioned bet the Agency Are the Redeveloper a of
the date of the delivery of the Deed If the amour.[ of the current taxes
n the Property IS not ascertainable on such date, the apportionment between
the Agency a .he Redeveloper shall be o the basis of theamount of the
most recently a ascertainable t the Property, but such apportionment
shall be subject to final adjustment within chitty (30) days after the date
the actual amount of such current taxes is ascertained.
(d) Recordation of Deed. The Redeveloper shall promptly file the
Deed for recordation with the Penobscot County Registry of Deeds. The Re.
A"eloper shall pay all coats (including the coat of any State or Federal
sal estate transfer tax on as Deed, for which stampa in the proper amount
shall or affixed to the Deed by the Red "eloper) for so recording the Deed.
It is alticipatld by the parties that no Federal or State transfer tax Shall
be due as a result of this transaction.
(e) The Redeveloper has possession of an ea street of Title which will
be verified and continued by the Agency prior to closing.
SSC.. 3. WW FAITD DEPOSIT
(a) (mount. Me Redeveloper has, prior to or simultaneously with the
excution 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 Five Thousand Dollars ($5,000.00), hereinafter called "Deposit",
as security for the performance of the obligations of the Redeveloper to be
performed prior to the return of the Deposit to the Redeveloper, r its re-
tention by the Agency as liquidated Ausages, or its application on account of
the Purchase Price, as the case
my be, in accordance with the Agreement.
The Deposit shell 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
rn
Interest an the Deposit, but if interest is payable they such interest
ttr
when received by the Agency shall be promptly paid to the Redeveloper.
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(c) Application to Purchase Price. In the event the Redevelops
is othe miss entitled to return of the Deposit pursuant [ paragraph
of this Sections o e amount
(e)
the De upon written o requeC of the Redeveloper CM1e m t of
Dealt he paid in cash or by certified tmeP yment Of the
be applied o
account of [Fe. Purchase Price at CM1e time payment of CM1e Wmluee Price
is made.
(d) Retention by UfmtY. Upon termination of the Agreement as pro-
vided in Sections 703 and 704 hereof, the Deposit or the proceeds Of the
Deposit, if not theretofore returned to the Redeveloper pursuant to para-
graph (e) Of this secti including all interest payable o such Deposit
o the proceeds thereof after aoch termination, shall be retained by the
Agency as Provided in Sections 703 and 704 hereof.
(e) Return [o Redevelover. Upon termination of the Agreement a
provided in Section 703 hereof, the Deposit shall be returned to the Re-
developer by [M1e Agency as provided in Section 703 hereof. If the Agree-
ment shall not have been theretofore terminated and if no cause for term-
ination then exists, the Agency shall return the Deposit to the Redeveloper
upon receipt by the Agency of the fall wing:
(i) A copy of the coawitment Of mmitments Obtained
by the Redeveloper for the mortgage loan or loans
to assist in financing the comatose "on of the
Improvements (as defined in Section 301 hereof),
certified by CM1e Redeveloper t0 be a tree and
correct copy Or copies thereof;
(Lf) BY id Once satisfactory to age Agency .hat the
interim mortgage loan to assist In financing
the construction of the Improvements has been
snit Lally closed}
(iii) A copy Of the contract between the Redeveloper
and the general contractor for the const ruction
of the Improvements, certified by the Redeveloper
to be a free and correct copy thereof; and
(iv) A copy of the contract bond provided by the General
contractor in cOnnecti0a with the aforesaid c
structian contract, which bond shall bei a penal
sum equal to not lees than ten per cent (1O%) of the
contract price under said constrnction contract,
certified by the Redeveloper to be a _rue and correct
copy thereof.
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SEC. 4. TIME FOR COI4IDNCEIiSNT AND COMPLETION OF ll1PROVPHFNTS
The coca rebaction, of the Improv mens referred to in Section 301 here-
of shall be commenced in any asset within one (1) mon& after the date of
the deed, and, except *a otherwise provided in the Agreement, shall be
completed within nine (9) months after such date.
SEC. 5. TIME POR CERTAIN OTHER ACTIONS
(a).Time for Submission of Preliminary Place and Outline Specific-
ations. The time within which the Redeveloper shall submit Preliminary
Plans and Outline Specifications, pursuant to Section 301 hereof, shall
be not later than thirty (30) day& from the date of the Agreement.
(b) d Frei " SnaiV Plana and Mtl ine
Spec if icatio Io the event of a rejection by the Agency of the Prelim-
inary Plana and Outline Speci£icabioue as outlined in Section 301 hereof,
she Redeveloper shall, within thirty (30) days after the date the Redevel-
oper receives the written notice of such rejection resubmit the Prelimin-
ary Plans and Outline Specifications altered to meet the grounds o r
jection.
(c) Roximume Time for Submissionf Preliminary Plana and Outline
Specifications In any av n CM1e time within which the &¢developer shall
submit Preliminary Plans andOutlineSpecification which conform to the
requirements of Section 301 hereof and aa approved by the Agency shall be
not later than thirty (30) days after the execution of this Agreement.
(d).Pima forA Action on PreliminaryPlans and Outline Specific-
ations. Pursuant to Section 301 hereof. the Ramey Shall notify the Re
developer of its approval or rejection of the Preliminary Plans and Outline
Specifications within thirty (30) days of their Bubmieaim, or any z sub-
mission thereof as hereinbefore provided.
(a) Tim for S,bmissim of Final fi
Architectural Plans and Soecfcay
hL-
ation. The time within whip the Redeveloper shall submit Final Ar„a11
tectural Plana and Specifications, pncsuant to Section 301 hereof, a
be not later than thirty (30) days after the Preliminary Plans and Outline
Specifications are approved. and in any event not later than forty-five (45)
days after the execution of this Agreement.
(£) Time for Submission of Corrected Final Architectural Pians and
Specifications. In the event of a rejection by the Agency of the Final
Specifications.
Architectural Plans and Specifications, pursuant Co Section 301 hereof, the
Redeveloper shall within thirty (30) days after the date the Redeveloper re-
ceives the written notice of such disapproval, resubmit the Final Archi-
tectural Plan am Specifications altered to meet the grounds of rejection.
To any event. the ime within which the devel "a
shll submit Final
tectural plans and Specifications which onformm ttorthea
requiremment$ of Sethi
-
tion 301 hereof, and are approved by the Agency shall be not later than
forty-five (45) days after the execution of this 4reement.
(g) Time far Agency Action on Final Architectural Plans and Specific-
ations. Pursuant to Section 301 hereof, the Agency shall notify the Re-
developer of its approval or rejection of the Final Architectural Plane and
Specifications within thirty (30) days of their scbmiaefon, or any resub-
mission thereat as hereinbefore provided.
(h) Time for Submission of Evidence of Equity Capital and Mucilage
Pte. 1Te time within which the Redeveloper shall submit to the
Agency, in any event, evidence a equity capital and any commitment
necessary .
for mortgage financing, as provided in Section 303 hereof, shall
be not later than thirty (3a) days after the date of written n the
Redeveloper of approval of the Final Architectural Plans and Specifications
by the Agency, or, if the Final Architectural Plans and Specifications shall
be deemed to have been approved as provided 1n Section 301 hereof. After the
expiration of thirty (30) days following the date of receipt by the Agency
of the Final Architectural Plans and Specifications so deemed approved.
SBC. 6. PERIOD OF DURATION OF WpRNANT ON UBS.
The covenant pertaining to the v of the Property, set forth in
Section 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 whi-h it may be extended by
proper Amendment of the Urban Scandal Plan, an which date, as the case may
be, such covenant shall terminate.
SEC. ]. NOTICES AND DERMNDB.
A notice, demand, orother communication under the Agreement by either
party to the other shall be sufficiently given or delivered if it is dis-
patched by registered or certified mail, postage prepaid, return receipt re
quested, or delivered personally; and
(i) in the c of the Redeveloper, is addressed [ r delivered
personally to the Bud eveloper at 23 Franklin Street, Bangor,
Fafne; and
(11) in the c of the Agency, is addressed [ r delivered
per nallyto the Agency at City pall, Bangor, Maine, or
at such other address
with respect to either party a that
party may, from timets time, designate to writing and for -
used to the other as provided in this. Section.
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SEC. 8. SPECIAL PROVISIONS.
(a) Construction w r sever Easement. It is further agreed that the
Redeveloper shall have
the right, anything t t
the contrary notwithstanding
to construct roadwaysr
and parking areas over and upon the location of the
trunk s easement to be re rved in said deed, but not, however, to have
the right etocause any buildings or structures to be erected thereon or to
otherwise interfere with said easement without the consent in writing of
the Agency and the City of Bangor.
(b) Waiver of Objections. The Redeveloper i reby waives its right
Of objection to any subsegvent change in the Urban Renewal Plan affecting
any disposition parcel other than the parcel which is the subject of this
Agreement.
SEC. 9. NOOIPICATIONS OF PART II.
The following amendments and modifications are hereby made in the terms,
covenants and conditions farming Part II hereof: None
DEPARTMENT OF ROWING AND URBAN DHWM MBNf
UHAN RENEWAL PROGRAH
TERMS AND CONDITIONS
Pam II
of
CONTRACT
FOR
SALE OF IAND FOR PRIVATE REDEVELOIVEM
Ey and Between
URWN RENNAL AUTEMITY OF THE CIM OF BANGOR
and
PENO=0T PIAEA DEVELOPMENT CORPORATION
ARTICLE I. PREPARATION OF PROPERICY FOR REDEVELOPMENT
SEC. 101. Agency's Responsibilities for Certain Actions, The Agen-
cy, without expense to the Redeveloperxassessment or claim against
the Property and prior to the completion of the Imorovements (or at Such
earlier time or times as the Redeveloper and the Agency may agree in
writing), shall, in accordance with the Urban Pascual Plan, provide or
secure or cause to besecured, the following;
(e) Scrsec Lighting, Signa end Fixe Hydrants. The installation
(by the Agency or by LM1e app[apriate public Eotly), i o[tlavice with
the ethnical specifications, standards and practices by the City, of
street lighting, signs and fire hydrants in connection with all new
streets abutting by the Property and to be constructed Forswear to this
Section.
(b) Installation of Pat lic Utilities. The installation or reloc-
ation (by the Agency or by the appropriate public Fogy or public utility
ompany) of aash sewers, drains,water and gas distribution lines, elec-
tric, telephone andtelegraphlines, and all other public utility lines.
Installations and facilities as are
necessary to be installed o reloc-
ated o nconnection with the property by z of the redevelopment
contemplated by the Urban Renewal Plan and the development of the Prop-
erty: .Provided that the Agency shall not be responsible for, nor bear
any portion the cost
a
of installing the necessary utility connections
within the boundaries of the Property between the Improvements to bec con-
structed o m
the Pparty by des, Redeveloper and the water, sanitary e
and drain me other public utility Sines owned by the City o
by any public utility company within or without such boundaries, or elec-
tric, gas, telephone orother public utility lines owned by any Public
utility company Within or without such boundaries, and the Redeveloper
shell secure any permits requited for any such installation without coat
or expense to the Agency.
SEC. 102. Waiver of Claims and Joining in Petition by Redeveloper,
The Redeveloper hereby waives (aa the purchaser f 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 boards of damages, if any, t
compensate for the closing, vacation or change of grade of any street,
alley or other public right-of-way within or fronting or abutting on,
adjacent to, the Property which, pursuant to subdivision (a) of Section
103 hereof, is to be closed or vacated, or the grade of which is to be
changed, and shall upon the request of the Agency subscribe to, and join
with, the Agency 1n any Petition or proceeding regmred for such vacation,
dedication, change of grade, and, to the a necessary, re,being
execute any waiver or other document in respect f.
ARTICLE II. RIGHTS OP ACCESS TO PROPERTY
SEC. 201. At¢M1C of 8n¢v for IlCilitiee Service. The Agency re-
serves for itself, the City and any public utility company. asCay be
appropriate, the unqualified right to surer upon the Property at all
asonabls times for the purpose of reconstructing, maintaining, re-
pairing or servicing the public utilities located within the Property
boundary lines and provided for in the easements described or referred
to in Paragraph (a), Section 2 of Part I hereof.
SEC. 202. Redeveio ex Not Co construct Over lleility E+semenxe.
Tee Redeveloper shall n na2Lt any building o other structure o
improv nq on, v a within the boundary linesrof any easement for
public eutilities,odescribed o referred to an Paragraph (a) 6Section 2
of Part I hereof, unlessuchrconstruction is provided for i such ease -
meet or has been approvedbythe City. If approval for such ca as
ion requested by the Redeveloper, the Agency shall use its beat ref-
factssto assure test such approval shall not be withheld unreasonably.
SEC. 203. Access to Property, prior to the conveys= a of the Prop-
erty by the Agency to the Redeveloper, the Agency $hall permit represent-
atives of the Redeveloper to have access to any Part of the Property as
to which the Agency holds title, at all reasonable times for the purpose
of obtaining data and making various tests concerning the Property neces-
sary to carry out the Agreement. After the conveyance of the Property by
the Agency to the Codeveloper, the Redeveloper shall permit the represent-
atives of the Agency. the City and the felted Stares of America access to
the Property at all reasonable times which any of chem deems necessary n sary
for the purposes of theAgreement. the Cooperation Agreement, orthe Can -
tract for Loss and Capital Grant, including, but not limited to, inspection
of all work being performed in connection vi Ch the construction of the Im-
provements. No compensation shalt be payable nor shell any charge be made
in any form by any party for the access provided for in this Section.
ARTICLE IEI. CONSTRUCTION PIDNS; CONSTRUCTION OF
I111TRATMENTS: CERTIFICATE OF CtlMLETION
SSC. 301. Plans for Construction of Improvements:
(a) Contemporaneously with the execution of this Agreement, the
Redeveloper shalt submit CC the Agency preliminary plans ata scale
&pacified by the Agency add outline specifications prepared by the
Architect, including a rendering, indicating surrounding buildings,
all elevations and such Perspectives a may benecessary ary to show the
architectural character of the improvements, far aliof she improve-
ments to be construe
n rutted by it o the Property i accordance with the
Site Plan, thePlan, the Application, the Project and this Agreement.
The Agency shell review and approve or reject such preliminary plans
and specifications and shall promptly notify the Redeveloper of its ap-
proval or rejection in writing, settling forth in detail any grounds for
rejection. If no grounds of rejection are delivered in writing Co the
Redeveloper within thirty (30) days atter the subnission of the prelim-
inary plans and outline specifications, or any sesmmissfon thereof as
hereinafter provided, such plans and specifications shall be deemed ap-
proved,
In the event of a rejection, the Redeveloper shall, within thirty
(30) days after the data the Redeveloper receives the written notice of
such rejection, Y submit the preliminary plansa ,mine specifications
altered to meet the grounds of rejection. The resubmission shall be sub-
ject to the review and approval of the Agency in accordance with the pro-
cedure hereinabove provided for an original submission until preliminary
plans and outline specifications shall be appravac by the Agency; pro-
vided, however, that the Redeveloper shall submit preliminary plans and
outline specifications which meet the requirements of this subsection
and the approval of the Agency within fifteen (15) days after the ex-
ecution of this Agreement.
(b) Within thirty (30) days after the pxelininary plans and out-
line specifications are approved, or deemed approved, by the Agency, and
in any event within forty-five (45) days after C cution of this
Agreement, the Redeveloper shell submit to the Agency final architect-
ural plaor and specification¢ prepared by the Architect and in conform-
ity with the previously approved preliminary plane and outline specific-
ations, the Site Plan. the Plan, the Application, the Project and this
Agreement.
Final architectural plane and specifications submitted hereunder
shall be reviewed for such conformity if accordance with the review and
approval procedure set forth in subsection (a) hereof; provided, however,
that the Redeveloper shall submit final architectural plans and specific -
otiose which meet the xequfremotor of this subsection and the approval of
the Agency within forty-five (45) days after the execution of this Agree -
neat.
(c) The Redeveloper shall not apply for a building permit for the
construction of the improvements to be erected on the Property without
the prior certification of the Authority that the cork to be done o
placed i accordance with the final architectural plane and aPacific-
ationa approved by the Agency In accordance adth e.na provisions of this
Agreement. No work shall be done on the construction of the improvements
to be erected on the Property unless such work conforms in every respect
with such approved final architectural plans and specifications, except
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and only to the ex tent 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 &¢developer 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 Redeveloper shall fail to comply with the foregoing require -
eats, the Agency may, within aaonable 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 conforawase with the approved Final Architectural
Plans and Specifications of any approved modifications thereof, as o bring
them into cona mance therewith. Me Redeveloper shall promptly comply with
such a directive, and shall not proceed further with constructs an of the im.
provements until such directive is complied with. Any delays in completion
of the improvements resulting from such unapproved modification or recon-
struction shall not be a ground for the extension cf the time limits of mon.
strwction on the Property as provided for in Sectica )0) of Part II of this
Agreement.
(d) In submitting place and specifications to the Agency for its
approval, the Redeveloper shall consider and take into account the planning
and design objectives set forth in the Plan, and the Agency shall pursue
such objectives in its review of and action upon the plans and specifications
so submitted.
SEC. 303. Evidence of Equity Capital and Mortea¢e PinamiRo. As prompt-
ly as possible after approval by the Agency of the Final Architectural Plans
and Specifications, and, in any event, not later than the time specified there-
for in Paragraph (e), Section 5 of Part i hereof, Cue Redeveloper shall submit
to the Agency -evidence satisfactory to the Agency Last the Redeveloper has the
equity capital and c mmibounce for mortgage financing necessary for the con-
struction of the Improvements.
SEC. 304. Approvals of Construction Plans and Ebidence of Financing An
Conditions Precedent to Conveyance. Me submission of Final Architectural Plane
and Specifications and their approval by the Agency as provided in Section 301
hereof, and the submission of evidence of equity capital and c nmicreate for
mortgage financing as provided in Section 303 her - are
conditions precedent
to the obligation of the Agency to convey the Property to the Redeveloper.
SEC. 305. Commencement and Completion of Construction and Imorove-
eide.. The Redeveloper agrees for itself, itsrand assigns,
and eery s s
r in in[ o the Property, o any part thereof,
and the Deed shall containcoverants on the part of the Redeveloper for
itself and such successorsand a signs, that the Redeveloper and such
a and assignshall promptly begin and diligently prosecute to
completion the redevelopment of the Property throagh the construction
of the Improvements thereon, and that such construction shall inany
event be begun within the period specified i such Section 4 of Part I
hereof and be completed within the period specified in such Section.
It is intended and agreed, and the Deed shall a expressly provide,
[hat such agreements and covenants shall be c rots running with the
land and that they shall, i any event, and without regard to technical
classification or designation, legal or
x
othecriae, and except only as
otherwise specifically provided in the Agreement itself, be, to the
fullest "tent permitted by law and equity, binding for the benefit
of the community and the Agency and enforceable by the Agency against
the Redeveloper and its a assessors and assigns to or of the Property
or any part thereof or any interest therein.
SBC, 306. Progress Reports. Subsequent to conveyance of the prop-
erty, 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 Redeveloper with respect to such
construction.
SEC. 307. Certificate of Completion.
(a) Promptly after completion of the Improvements in acordance
with those provisions of the Agreement relating solely to the obliga-
tions of the Redeveloper to construct the Improvements (including the
dates for beginning and completion thereof), the Agency will furnish
the Redeveloper with an appropriate instrument so[ertifying. Such
certification by the Agency shall be (and it shall be so provided i
the peed and in the certification itself) a conclusive determination
of satisfaction and termination of the agreements and c s in the
Agreement and in the Deed with reaped [ the obligations of the Re-
developer, its successors
and assigns, to construct the Improvements
and the dams for thebeginning and completion thereof: Provided
that
if there is upon the Property a mortgage insured, of beltl d, by
the Federal Housing Administration and theFederal Housing Administration
shall have determined that all buildings constituting a part of the Im-
provemante and covered by such mortgage are, in fact, substantially com-
pleted inaccordance with the Construction Pians. and a ready for o -
cupatcy,then, in such event, the Agency and the Redeveloper shall a
cept the determination of the. Federal .Housing Administration as to such
- 5 -
impletion of the construction of the Improvements
accordance with
the Final Architectural Plans and Specifications, and,if the other agree-
ments and covenantain the Agreement obligating the Redeveloper in respect
of the construction and completioa of she Improvements have been fully
satisfied, the Agency shall forthwith issue its certification provided for
in this Section. Such certification and such determination shall not con-
stitute evidence of compliance with or satisfaction of any obligation of
the Redeveloper to any holder of a mortgage, or any insurer of a mortgage,
maturing money loaned to finance the Improvements, or any part thereof.
(b) With respect to such individual parts or parcels of the Prop-
erty which, if so provided in Part I hereof, the Redeveloper may convey
x lea the Impcw comments To be constructed thereon a completed, the
o lease as em onatruc en
Agency will also, span proper complethen ed the=eprwemesuc relating eto
n
any such paid or parcel, certify t the Redeveloper she
such Agreement.
such
havecert been made i can nceadd withprow the provisions of the purchasing
or
certification indivishall dual
and or parceide,l
(1) suan any pasty purchaatio o
tong inch mail snot par[ se parcel pur ant to The lease)
here-
incained shall ct (because of such n of the or lease) r any ob-
ligation with assess[ to the construction of the l of
Property;
ropertyting to
such part ei parcel or en any other part or parcel of the Proper have
and
(2) that neither the sewit n any other perky shall thereafter Fave o
be entitled to thecae with aspect to any respect
o the
teal part or parcel
so mod (or, in the a of leash, that respect to the a have or interest)
any tights o remediesorcontrols Pr that it may result of
have o[ be entitled
to exercise with visions rof the property as a heeDea o£ a default el por
e
breach ce any in Interest
of the Agreement or i) Deed of the or breach b or
any e n intere,[ o feign, snores (1) inch default or
o[ breach be by
the individual
[ lea any s t t0 0 [sego of such
individual part or easel ereF , and ( to the covenants contained and re-
ferred to in Section l 401 hereof, flM (f i) TM1¢ n6M1[, remedy. Or control ere -
lefts c0 such default or breach.
(e) Each certification provided for in this Section 307 shall be in
such torn as
will enable it To be [ carded in the pope[ office for the
recordation of deeds and other instruments pertaining to the Property,
in-
cluding the Deed. if the Agency shall refuse or fail to provide any cer-
tification in accordance with the provisions of this Section, she Agency
shall, within thirty (30) days after written request by the Redeveloper,
provide the Redeveloper with a written statement,
ment, indicating in "square
detail in what respects the Redeveloper has failed to complete the Improve-
s in acordance with the provisions of the Agreemant, or is otherwise
in default, and what %assures or
s
acts it will be necessary, in the opinion
of the Agency, for the And to take o[ performin order to obmain
such certification.
-6-
ARTICLE IV. RESTRICTIONS UPON USE GP PROPERTY
SEC. 401. Res Lrictioa On Use. The Redeveleper agrees for It-
self, and its s and assigns, and eery successor in interest
t0 the Property, o successors
thereof, and the Deed shall contain
ewe-
ants on the part of the Redeveloper for itself antl such successors antl
assigns, that the Redeveloper, and such successors and assigns, shall:
(a) Devote the Property to and only tc and in e
ordaoce with, the uses specified in the Urban
Renewal Plan and Declaration of Restrictions: and
(b) Not discriminate upon the basis of i color,
sed, o a
ntional origin in the sale, lease, o
ental or in the use
occupancy of the Property
or any improvements e ted or t0 be erected there-
on, any part thereof•
SEC. 403. Covenants, Bidding Used Successors in Interest; Period
of Duration. It is intended and agreed, and the Deed shall a0expressly
provide, that the agreements and resonance provided in Secion401 here-
of shall be covenants running with the land one that they shall, in any
ant, and without regard to technical classification or designation.
legal or otherwise, add except only as Otherwise specifically provided
n the Agreement, be binding, t0 the fullest ex tent permitted by law
and equity, for the benefit and is favor of, and enforceable by, the
Agency, its successors
and assigns, the City and any successor in inter-
est to
the Property,any part there.£, and the own of any other
land (or interest in such land) in the Project Area which is subject t0
the land a requirements and restrictions Of the Declaration of Restric-
tions, and he United States (in the case Of the movendout provided in
subdivision (b) of Section 401 hereof), against she Redeveloper, its
successors and assigns and every successor
n interest t the Property,
or any pax thereof o any interest therein, and any party in possession
or occupancy of the Propertor any part thereof. It Is furtherintended
and agreed that the agreement and c t provided in subdivision (a) of
Section 401 hereof shall music in effect for the period of time, or until
the date, specified or referred to In Section 6 Of Part I hereof (at which
ghte such agraam0DL and covenant Shall tOrMtAm O) and that the agreements
and covenants provided in subdivision (b) of Section 401 hereof shall remain
in effect without limitation as to time: Provided, that such agreements and
covenants shall be binding On the Redeveloper Itself, each successorLater-
car
ate[-
ea
to the Property, and every part thereof, and each party inpossession or
occupancy, respectively, Only for such period a such a r party shall
oc t s s successor of, e
part title COO n interest Ssp of ied possession o occupancy o£, the Property or
part LM1¢[eo£. The term "use specified in the Urban paschal. Plan" and "la,W
usall referring to provisions of the Urban Conical Plan, ormilax
language, in the Agreement shall include the land and all building,
housing, and other requirements or restrictions of the Urban Renewal
Plan pertaining to such land.
SEC. 403. Am rc9 and United States Rights to Enforce. In ampli-
fication, and no[ 1n xes[rictian of, Che provisions of the preceding
Section, it is Intended and agreed that the Agency and its successors
and assigns sha 11 be deemed beneficiariesof the agreements and
cove-
eprovided in Section 401 hereof, and the United States shall be
deemed a beneficiary of the covenant provided in subdivision (b) of
Section 401 hereof, both for and in their or its owright and also
for the purposesof protecting thein interests of the c unity and other
parties, publicor private, in whose favor of for chose®benefit such
agreements and covenants have been pro ended. Such agreementsand cove-
nants shall (and the Deed shall s rate) x oftheAgenc
and the United States, for the entire period during which said agree-
ments and covenants shall be in force and effect, without regard to
whether the Agency or the United States has at a v time been, concedes
or is an meet ofanyland o [herein [ n favor of which
such agreementsand covenants relate. t The Agency shall have the right,
n the evert of any breach of any such agreement o an[, and the
United States shall ham the right in the event a-- anybreach, of the
covenant provided in metal vision (b) of Section 401 hereof, to exercise
all the tights and remedies, and to maintain any actions or suits at
law or in equity or ocher proper proceedings Cc enforce the curing of
such breach of agreementcovenant. to which it o any otherbenefl-
ciaxfes of such agrmeot or covenant
may be entitled, but nothing here-
in contained shall obligate the Agency to institute or prosecute such
curative action.
SEC. 404. Advertising. The Redeveloper agrees for itself, its
successors and assigns, that during c nstiuctiop and thereafter the
.Redeveloper, and its successors
and a signe, small Include in all ad-
vertising for the sale or ental of the Property a statement to the
effect (a) that the Property is open to all persons without Sleaziest-
action on the basis of race, color, creed o national origin and (b)
that there shall be no discrimination in public access and use of the
'property to the extent that it is open to the pablic
ARTICLE V. FIDMITlONS AGAINST ASSIGNAETM AND TRANSFER
SEC. 501.Representations to Cc Redevelopment, The Radevaloper
represents and agrees that its purchase of Cfie Proper Cy, and an$ other
undertakings pursuant to the Agreement, are, and will be used, for the
purpose of redevelopment of the Property and not for speculation in
land holding, The Redeveloper further recognizes than, in view of
(a) the importance of the redevelopment of the Property to
the general welfare of the aomsunity;
(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 change in the character of the Rede-
veloper from anon -profit corporation to a profit
making corporation any other act or
transaction
resulting i significant change n the character
of the Redeveloper or a aubstantiai Change in the
identity of the parties in control of the Redeveloper
for practical Purposes, a transfer or disposition
of the Property then owned by the Redeveloper,
the qualifications and identity of the Redeveloper. and its members, are
of particular concern o the c nity and the Agency. The Redeveloper
recognizes
further cogni sthat 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 Redevelopdr for the faithful performance of all undertakings and
cove-
ante 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.
SBC. 501. Prohibition Against Chs, pe in Character of Redeveloper
or Identity of Its Members, For the foregoing reasons, the Redeveloper
representss and agrees for itself, its ember and anysuccessor r in inter -
eat of itself and its members, tespectively,thea Prior to ompletion
of the Improvements as certified by the Agency and without the prior
written approval of the Agency, (a) there shall be no change in the
character
s
of the Redeveloper n -profit corporation, (b) there
shall cbeno substantial change in the identity of the members other
than those required by changes in the Board of Directors of the leader
Chamber of Ccameras. With respect to this provision, the Redeveloper
and the parties signing the Agremanat on behalf of the Redeveloper
represent that they have the authority of all of the existing members
to agree to this provision on behalf of the Redeveloper.
- 9 -
SRC. 503. hibftion A aiosC Transfer of Prep;r y and Assignment
of Agreement, Also. for [M fotegoivg r , th &etlevelopex zepre-
aeoto and agrsea for itself, and its successors and assigns, that:
(a) Pxeept only
(1) by way of security for, and only for (f) the
purposeof obtaining financing necessary to
enable the Redeveloper or any s uccessor in
interest to the Property, any part thereof,
to perform its obligations with respect to
asking the Improvements under the Agreement,
and (ii) any other purpose authorized by the
Agreement, and
(I) as to any individual pains or parcels of the
Property on which the Improvements to be
constructed thereon have beenreplated, and
which, by the terms of the Agreement, the Re-
developer is authorized to convay.or lease as
such Impro ante are completed,
the Redeveloper (except as so authorized) bas not made or created, and
that it will not, pri ttthe proper completion of the Impro as
certified by the Agency, wake create, o suffer to be made vo�created,
any total or partialsale, assigmrsvt, conveyance, or lease, or any trust,
r power, transfer in any other mode or farm of or with respect to the
Agreement at the Property, orany part thereof or any interest therein,
or any contract o agreement to de any of the save, without the prior
or force approval of the Agency: Provided, that, prior to the issuance
by the Agency of the certificate prodded for in Section 307 hereof as
to completion of construction Of the Improvements, the RadevelOpex may
enter into any agreement to sell, leasotherwise trade far, after
the of such certificate, the Property o any part thereof o
interest therein, which agreement shall not provide for payment of o
on ant of the purchase price or tend for the Property, or the Part
thereof orthe interest therein to be 50 tranafarred, Prior to the ia-
auance of such certificate.
(b) The Agendy shall be entitled to require, except as otherwise
provided in the Agreement, as conditions to any such approval; that:
(1) Any proposed transferee shall have the qualifications
and financial responsibility, as determined by the
Agency, necessary and adequate to fulfill the oblig-
ations undertaken in the Agreement by the Redeveloper
(or, n the event the transfer is of am relater to
part of the Property, such obligations to the extent
that they relate to such part).
10 -
(2) Any proposed transferee, by instxatent 1n writing
satisfactory to the Agency and in form recordable
tong the land records, shall for _tsalfand its
censors
and a signs and expressly for the bene-
fitof the Agency, have expressly assured all of
the obligations of the Redeveloper under the Agree-
ment and agreed to be subject to a1= the conditions
and restrictions to which the Redeveloper is sub-
ject (or, in run event the transfer is of ore-
lates to part of the Property, such obligations,
conditions, and restrictions to the extent that
they relate to such part); Previous, that the
fact that any transferee of, orany other s -
interest whatsoever to, the Property. o
any part [hereof, 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 inwriting oy the Agency) relieve o except
such transferee or successor
of o such ob-
ligations,conditions, o restrictions, or de-
priveor limit the Agency of or with respect to
any rights or remedies or controls with respect
to the Property or the construction of the Imptove-
state; it being the intent of this, together with
other provisions of the 4reemont, that (to the
fullest extent pernitted by law and equity and ex
tenting only in the mf and t the extent specific-
ally provided othervi as in the Agreement) otransfer
of, or change with respect to, ownership in the Prop-
erty o any part thereof, o anyinterest therein,
how nvm ted o occurring, and whether volue-
ery or involuntary, shall operate, legally o
practically, to deprive or limit the Agency of or
with respect to any rights or rated_as or controls
provided in or resulting from the Agressu at with
respect be the Property and the construe tion of the
Improvements than the Agency would have had, bad
there been no such transfer or change,
(3) There shall be submitted to the Agency for review
all instruments and other legal documents involved
n effecting transfer; and if approved by the Agen-
cy, its approval shall be indicated to the Redevel-
oper in writing.
11
(4)Me code ideration payable for the transfer by the
transferee or n Its behalf shall n an sed amount
a
repro ntingactual ual cost (including carrying charges)
to the Redeveloperof the Property (or allocable Co the
part thereof orinterest therein transferred) act the Im-
provements, if any, theretofore made thereon by it; it be-
ing the intent of this provision to prec-ude assignment
of the Agreement or transfer of the Property Car any parte
[hereof, ocher than those referred to in subdivision (2),
Paragraph (a) of this Section 503) for profit prior to the
completion of the Improvements and to provide that in the
ant any such assignment or transfer is made (and i
canceled), the Agency shall be entitled so increase thet
Purchase Price to the Redeveloper by the amount that the
nelderatioa payable for the assignment Or nsfer is
in excess of the a 0
that may Ed authorized pursuant CO
this subdivision (4),,nadd such c side:a--ion shall, to the
ant it is in ex of the a authorized, belong
to add forthwith be paid to the Agency.
comply
th such
(5) MeRedeveloper
racas onditions the traAAgencashalldeslrableiin order
gee yymmayy find
to achieve and awthe purposes of the Urban general
Act and the Urban
Renewal Plan.
Provided, that in the absence of specific written agreement by the Agency
to the contrary, such transfer o approval by the Agency thereof shall
be deemed to relievthe Redeveloper, or any ocher party bound In any way
by the Agreement or Otherwise with respect CO the construction of the Im-
provements, from any of its obligations with respect thereto.
SEC. 504. Information as
thfs Articlo Members. In order [ t in the ef-
fectuation of the pu[poa afe V add CSe statutory objectives
generally, the Redeveloper agrees e
that during the period between execution
of the Agreement and completion Of the Improvements as terrified bythe
Agency, (a) the Redeveloper will promptly ratify tie Agency of any and
all changes whatsoever in the membership of the Reieveloper or of any other
act Otransaction involving o resulting in any substantial change in the
identity of the parties inrot of the Redeveloper of which it o any
of its officers have been notified or otherwise have knowledge or Inform-
ation; and (b) the Redeveloper at such time or clear as the Agency may
request furnish the Agency with a complete statement subscribed and sworn
to by the President or other executive officer of the Redeveloper setting
forth all of the members of the Redeveloper and whether or not any such
members have interest by agreement
o lease or purchase o otherwise
in the proposed development.Such list, data and information shall, i
any event, be furnished tothe Agency Immediately prior to Ne delivery
of the deed to the Redeveloper add as
aconditioa precedent thereto, and
annually thereafter o the anniversary of the date of the deed until the
issuance of a certificate of «mpletfan for all of the Property.
12 -
ARTICLE V1. MORTGAGE FINANCING: RIGHTS OF MORTGAGEES
SEC. 601. Limitation Upon Encumbrance of Prope t . Prior to the
completion of the Improvements, as certified by the Agency, neither the
Redeveloper nor any successor
n interest to the Property or any part
thereof shall engage in any financing or any other transaction creating
any mortgage or other Use u orates or lien upon the Property, whether by
"press
agreement o r e
operation of law, o suffer any enc entrance r lie
o bewede attach to the Property,cent for the purpose of obtain-
ing (a) funds only to the ex necessary for making the Imprecate,n
and (b) such additional foodsniany, in an
create not to exceed the
xchase Price paid by the Redeveloper to the Agency. The Redeveloper
(orinterest) shell notify the Agency in advance of any
financing,ssred by mortgage rsimilar lien instrument, it
proposes tofenter into vth respecttothe Property, or any part there-
- and inany event it shall promptly notify the Agency of any encum-
brance
-
bra or lien that has been created on or attached to the Property,
whether by voluntary act of the Redeveloper orotherwise. For the
purposesof such mortgage financing a may be made pursuant to the
Agreement,ma
the Property y, at the option of the Redeveloper (or
in interest), be divided into several
ral parts or parcels, provided
that anth aubdivision, in the opinion of the Agency, is not inistent
e
with the purposes of the Urban Renewal plan and the Agreemntandsis ap-
proved in writing by the Agency.
SEC. 603. Mortgagee No, Q6ligatletl to Conaera4 Notwithstanding
any of the provisions of the Agreeme , including, but nor lmrGU to,
those which a intended to bet covenants running with the land,
the holder ofrany rmortgage authorized bthe Agreement (including any
such holder who obtains title to the Property or
any part thereof as a
cult of foreclosure proceedings, action in lieu thereof, but not
including (a) any other Party who thereafter obtains title to the Prop.
erty or such part from or through a=h holder or (b) any other purchaser
at foreclosure sale other than the holder of the mortgage itself) shall
in no e be obligated by the provisions of the Agreement to construct
or complete the Improvements or to guarantee
such construction o c
pletfon nor
shall any taverner o any other provision in the Need be
construed to so obligate such holder: Provided, that nothing in this
Section or any other Section or provision of the Agreement shall be
deemed or constread to Perri t or authorize any such holder to devote
the Property or any part thereof to any uses, or to construct any im-
provements
-
pro ents thereat, other than those uses
r improvements provided or
permitted in the Urban Renewal Plan and in the Agreement.
13 -
SEC. 603. Coot of SO c2 of Default c0 Mortgagee. Whenever the
Agency she 11 del ive any notice or does to the Redeveloper with to -
spent
-spect [ any breachordefault by the Redeveloper in its obligations
or covenants antler the Agreement, the 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 Oefau t'. After any breach
r default referred to in Section 603 hereof, each such holtler shall
(insofar as the rights of the Agency are
concerned) have the right, at
Cure
Its option, to c remedy such breachor(or such breach
r default to theextentthat it
relates [ the par of the Property
covered by its mortgage) and [ add the cost thereof to the mortgage
debt and the lien of is rtgago: Provided, that if the breach o
default is with respectt0 construction
prscion of the Imovenothing
contained in this Section o any other Section of the Agreement shall
be deemed to permit or
authorize such holder, ei[Mr before o after
foreclosureaction in lieu thereof, c undertake o continue the
o.pletion of the Improvements (beyond he extent
aryl[ r protect Impxo construe tion already
made) swithout cfirst having expressly assured the obligation to the
Agency, by written agreement satisfactory to the agency, to complete.
e
n the matter provided in the Agreement, the Improvements OR the Prop-
erty or the part [hereof to which the lien or title of such holder re _
lates. Any such holder who shall properly complete the Improvements
relating to the Property or applicable part thereof shall be entitled,
upon written request nada to the Agency, to a cacti fication orr[i-
fications by the Agency to such effect in the ms x provided ince
r
Section 307 of the Agreement, and any such certification shall, if
so requested by such holder, nand providethat any remedies or
sights With respect to r capturaof or reversion or revesting of
title to the Property that the Agency shall have or be entitled to
because of failure of the Redeveloper or any successor in interest
to the Property, or any part thereof, to cure or remedy any default
with respect to the construction of the Improvements on other parts
r parcels of the Property, or because of any other default in or
breach of the Agreement by the Redeveloper o s
such s shall
not apply to the part or parcel of the Property to which such certific-
ation relates.
14 -
SEC, 605. Agency's Option to Pay Mortgage Debt or Purchase Prop-
erty. In any case, where, subsequent to default or breach by the Re-
developer (or successor in interest) under the Agreement, the holder
of any mortgage ntheProperty or part thereof
(a) has, but does not exercise, the option to construct
at complete the Improvements relating to the Prop-
erty or par[ thereof covered by its mortgage or to
which it ta5 oh Coined title, and such failure cn -
[inues for a period of sixty (60) days after the
holder has been notified or informed of the default
or breach; or
(b) undertakes construction or
completion of the Improve-
ments but does not complete such construction within
the period a agreed upon by the Agency (which period
shall i any
event be at least as long as the period
prescribed for such construction orcompletion in the
Agreement), and such default shall n t have been
red within sixty (60) days after written deme ad
by the Agency so to do,
the Agency shall (and eery mortgage instrument made prier to completion
of the Improvements with respect to the Property by the Redeveloper or
successor in interest shall provide) have the option of paying to the
holderthe amount
of the mortgage debt and a n
securing a assignment of
the mortgage and the debt s r
red [hereby, n the event ownership
of the Property (or part [hereof) has vested in such holder by way of
foreclosure action in lieu thereof. the Agency shall benitled,
at its option t conveyance [0 1[ of the Property or par thereof
(as the c may be)upon payment to such holder of a amount equal to
the s of: e (1) the mortgage debt an the time of foreclosure o action
n lieu thereof (less all appropriate credits including those resulting
from collection and application of rentals and ocher income received
during foreclosure proceedings; (2) all expereses with reaps tthe
foreclosure;t
(3) the expense, if any (exclusive of generalo
head, incurred by a=hholder in and as
a direct result of the sub-
segment management of the Property; (4) the costs of any Improvements
made by anth holder; and (5) an amount equivalent to the interest that
would haveaued on the aggregate of such amounts had all such amounts
became partofmortgage debt and such debt had continued in existence.
SBC. 606. Agency's Option to Cure Mortgage Default, In the e
of a default or breach prior t the completion of the Improvements byt
the Redeveloper, or any successor in
interest, i of any of its ob-
ligations under and to the holder of any mortgage or ocher instrument
creating a par or lien upon the Property or Net thereof, the
Agency may
paat its option cure such default or branch, in which case the
15 -
Agency shall be entitled, in addition to and withered 11miCation upon
any other rights or remedies to which it [hall be enbitlel by the
Agra ent, operation of law, o s
o[herwi , to rairbursement from the
t
Redeveloper o successorinterest t
e Of all costs and expenses in-
iad by the Agencyi caring such default or breach and to a lien -
upon the Property (or the part thereof to which the mortgage tencum-
brance, or lien relates) for such reimbursement: provided, any
such lien shall be subject always to the lien of (including any lien
contemplated, because of advances Yet Co be made, by) any then exict-
ingmortgages on the Property authorized by the Agreement.
SEC. 60]. de
Mort a e and Eolx. For the purposes of the Agree-
ment: The term "mortgage" shall include a deed oo trust or other
instrument eating a umbra r lie upon the Property, or any
pact thereof, as sec rity for a loco The to "holder' in reference
to a gag shall iaclada any insurer
o r guarantor of any obligation
condition secured by such mortgageordeed of oust, including, but
roc
limited to,the Federal Housing Commissioner, the Administrator of
Veterans' Affairs, and any successor in office of either such official.
ARTICLE VII. R@ff0IE5
SEC. )01. owi
In General. except a otherse provided i the Agree-
ment, in the a ant of any default
in r breech of the Agreement, of any
of its terms and conditions, by eithevparty hereto, or any successor t
s
such patty, such patty (or or) shall, upon written noticefrom the
other, proceed immediately tou
cure or
remedy such default or breach, and,
in anevent, within sixty (60)days attar receipt of suchtn tics In
such action is not taken t diligently puicuetl, the default
rsbreach shall Out be cured or remedied within es
a onable time, the
aggrieved party nay institute such proceedings as maybe recessary or
desirable in its opinion to cute and remedy such default or breach. in-
bythegpetry innot
default oto,
breachproceedings
its obligations.
performance
Sat. l02 r o conveyance. in the
event that
(a) the Agency does Out render conveyance
of the Property,
s
r possession thereof, in themurderand condition` and
by them
dots, 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
16 -
(b) the Redeveloper shall, after preparation of Final Archi-
tectural Plane and Specifications 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 (0) days after approval by the Agency
of the Final Architectural Plans and Specifications, to
obtain mortgage financing for the construction of the
Improvements on a basis and o that would generally
be considered satisfactory by builders or contractors for
improvements of the nature and type provided in such Final
Architectural Plans and Specifications, and the Redeveloper
shell, after having submitted such evidence and, if s
quested by the Agency, c make diligent efforts to
obtain such financing forarperiod 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 v r the Redeveloper sha11 have any further
rights against or liability to the other under the Agreement.
SBC. 703. Termination by Agency Prior to Conveyance. In the event
that
(a) prior to conveyance of the Property to the Redeveloper
and in violation of the Agreement
(i) the Redeveloper (or any e r in interest) 9s
signs o attempts to assign the Agreement at any
rights therein, or in the Property, or
(if) there is any change in the character of the Federal.
ones o substantial change in the identity of the
Parties icontrol of the Redeveloper or the degree
thereof; r
(b) the Redeveloper does not submit Final Architectural Plans and
Specification,, as required by the Agreement, or (except a
excused under subdivision (b) of Section 702 hereof) evidence
that it has the n ary equity capita_ and mortgage fimec-
fng, i le factory form and in the ma rare and by the dates
respectively provided in the Agreement therefor: or
(c) the Reds veloper does not pay the Purehaas Price and take title.
to the Property upon tender of conveyance by the Agency pursu-
ant to the Agreement. and if any default or failure referred
o in subdivisions (b) and (c) of this Section 703 sball not
be cured vi thin thirty (30) days after the date of written
demand by the Agency.
17-
then the Agreement, and any rights of the Redeveloper any a signee
or transferee, in the Agreement, orc
a sing therefrom with respect to
the Agency or the Property, shall, at the option of the Agency, be
terminated by the Agency, in which e s provided in Paragraph (d),
Section 3 of Part I hereof, the ➢eposlt shall be retained by the Agency
s Liquidated damages and as its property without any deduction, offset
or nwhatsoever, and neither the Redeveloper (or sign
tranaferee)n r the Agency shall have any further rights against o
liability to the other under the Agreement.
SEC. 704. 1 A e V He a Ln Cf Svent Sab-
0
-
venC to Conveyan a Co Fedevelopex, An the event chat subsequent t
veyance of tM1e Property o any part thereof to the Redeveloper and
prier to completion of the Improvements as certified by the Agency
(a) the Redeveloper (ox successor in interest) shall default
in or violate i obligations with respectthe
cOn-
struction of the Improvements (including the nature and
the Ursa for the beginning and completion thereof) o
shall abandon or substantially suspend c uction work,
and any such default, violation, abandonment, o
ususpen-
sion shall not be cured, ended o remedied within three
(3) months (six (6) months, if the i with re-
spect to the date for completion of the Improvements)
after written demand by the Agency so to do; Or
(b) the Redeveloper (otn interest) shell fail to
pay real estate taxes or assessagras oa the Property o
ll
enY part
btancathereof
or lien a authorizen due� or dabyathetAgreement any
r
shall suffer any levy or attachment to be made, or any
materLalmen's or mechandest lien, orany other author-
ised encumbrance or lien to attach, ead such taxes
shall n t have u
been paid, or the cam3rance
assessments lien removed at diacherged or provision satisfactory
to the Agency made for such payment, removal or discharge
within ninety (90) days after written demand by the Agency
so to do;or
(c) there is, in violation of the Agreement, any transfer of
the Property or any part thereof, or any change in the
own azship or distribution of the stock of the Codeveloper,
or with respect to the identity of the patties in
control
of the Redeveloper or the degree thereof, and such violation
aba11 not be cured within sixty (60) days after written de-
mand by the Agency to the Redeveloper,
- 18 -
[hen the Agency shall have the right to re-anter and take possessionof
the Property and to terminate (and r n the Agency) the estate
con-
veyed by the Dead t the Codeveloper, Vittbeing the intent of thisprovi-
o
together with other provisions of the Agreement,that the conveyance
of the Property to the Redeveloper shall be made upon, and that the Deed
shall contain, a conditionsubsequent to the effect that in the event of
any default, failure, violation or other action or injection by the Re-
developer specified in subdivisions (a), (b) and (c) of this Section 704,
failure on the part of the Redeveloper to remedy. end or abrogate such
default, failure, violation or other action or
action, within the period
and in the refuse stated i such subdivicious, the Agency, roption,
may declare a termination in favor o the Agency of the title, and of all
the rights add interests in and to the Property conveyed by the Deed to
the Redeveloper, and that such title and all rights and interests of the
Redeveloper, antl any assigns or successors in interest to and in the Prop-
ay, shall revert t the Agency: Provided, that such condition sense-
great and any revesting of title asaresult thereof in the Agency
(1) shall always be subject to aid limited by, and shall not
defeat, render invalid or limit in any way, (i) The lien
of any mortgage authorized by the Agreement, and (i£) any
rights or interests provided i the Agreement for the
protection of the holders of such mortgages, and
(2) shall not apply to individual Parts or parcels of the
property (ox, in the case
of parts or parcels leased,
the leasehold interest) on which the Improvements t
be constructed thereon have been completed in accordance
with the Agreement and for which a rest' fiesta of c
pletion is issued therefor as provided in Section 307
hereof.
SEC. 705. Resale of Rear qulred Properly 0isposi[ion of Proceeds.
Upon the r ¢sting in the Agency o£ title to the ?xopeay i any part
thereof asprovidedin Section 704, the Agency shall, pursuant to its
responsibilities under State law, use its best ef'_orts to resell the
Property or part [hereof (subject to such mortgage liens and leasehold
interests as
in Section 704 set forth and provided) as
soon
and in such
manner as the Agency shall find feasible and c with the ob-
jectives of such law and of the Urban Renewal Plan stent
to a qualified antl
responsible Party or parties (as determined by the Agency) who will
assume the obligation of making or
completing the Improvements o such
other improvements in [heir start s t shall be sat sfactory to the Agan
cy antl in accordance with the usspecified for such Property or part
thereof inthe Urban Renewal plan. Upon such resale of the Property,
the pxoceadq thereof shall be apple ad:
- 19 -
(a) First, to reimburse the Agency.nits awn behalf or on
behalf of the City, for all costs and expenses incurred
by the Agency, including, but not limited to, salaries
of personnel i ction with the recapture, mamege-
ere and r sale of the Property or part [hereof (but
less any income derived by the Agency from the Property
r part thereof i n with such management); all
mandate and
r
and ¢ charges with to -
spec[ [o the Property orpart thereof (or, in the event
the Property is cement from taxation or assessment Or
such charges during the period of ownership thereof by
the Agency, a if paid, equal or such taxes,
asnessments or charges (as determined by the City as-
sessing
¢sing official) as would have been payable if the
Property were
not s sept); and paymentsmode or
necessary to be made to discharge any emwobrancewor
liens existing on the Property or part thereof at the
time of revesting of title thereto in the Agency or to
discharge or pre ant from attaching or being made any
subsequent add came ounces or liens due to obligations,
defaults ofof the Redeveloper, Sts successors
or transferees; any expenditures made al obligations
incurred with respect to the making of completion Of
the Improvements or any part [hereof on the Property
of part thereof; and any amounts otherwise owing the
Agency by the Redeveloper and its successor or trend -
fares; and
(b) Second, to reimburse the Redeveloper, its
successors
transferees, up to theamount ague to (1)the sum of the
purchase price paid by It for [he Ptopn2y (or allocable
to the part [hereof) 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 withdraws or
made by it it= the Agreement or the Property.
Any balance remaining after such reimbursements shall be retained by the
Agency as Oneproperty.
SBC. 706. Other Rights and Remedies of Agency; No Waiver by Delay.
The Agency stall have [he right to institute such actions or proceedings
s it may deem desirable for effectuating the purposes of this Article
VII, including also the right to execute e
and record or file among the
o
public land records in the office in which the Dead is recorded a written
declaration ofthe terminative of all the right, title and interest Of
the Redeveloper, and (except for such individual parts or parcels upon
which construction of that part of the Prapromements required to be can -
Attended
Attended thereon has been completed, in accordance with the Agreement.
20 -
and for which artifica of completion as provided in Section 307
hereof is to be delivered,andsubject to uch mortgage liens and lease-
hold interests as provided in Section 704 hereof) its sr
interest and assigns, in the Property, and [hex s[ingofs r
title there-
to it the Agency: Provided, thetgny delay by the Agency In Instituting
or prosecution any such actions or proceedings or otherwise asserting
Its lights under this Article VII shall not operate as a waiver of such
rights or to deprive it of or limit such rights in any way (it being
the intent of chis provision the the Agency should v [ 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 c ceps of waiver,
Inches, otherwise) to rcise such remedy at a time when it may
till hope otherwise [ solve the problems created by the default
volved) shall any waiver in fact made by the Agency with respect
-sideany specific default by the Redeveloper under this Section be con-
sidered
red o reated as a
waiver f the rights of the Agency with respect
to any other defaults bytheCodeveloper under this Section or with r -
spect to the particular default except to the extent specifically waived
in writing.
SEC. 701. Enforced Delav in Performance for Causes Beyond Control
ofd. For the purposes of any cP [he pro of tM Agreement,
neither the Agency not the Redeveloper, as thecasemay be, nor any
successor interest, shall be considered in breach of of default in
its obligations with respect
tthe preparation of the Property for r
development, or the beginning and completion of construction of the Im-
provesnts, 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 of their its fault or negligence, including, but
not restricted to, acts of God, act, of the public a army, acts
of the
Federal Government, acts of the other party, fares, floods,alidemion,
quarantine restrictions, strikes, freight embargoes and unusually severe
ether or delays of subcontractors due to such c it being the
purpose and intent of this provision that in the event of the o
of any such enforced delay, the time o times for performance ofa
theon-
ligataone of the agency with respect to the preparation of the Property
for redevelopment or Of the Redeveloper with respect to nstrvotion of
the Improvements, as the case may be, shall be extended for the period
of the enforced delay as determined by the Agency: Provided, that the
arty seeking the benefit of the provisions Of this Sec Mon shall, with-
in ten (10) days after the beginning of any such enforced delay, have
first notified the other party thereof in writing. and of she cause
s thereof, and requested av ectension for the period o
or sthe en-
forced3elay,
M
SEC. 708. Rights and Remedies Cumulative. The rights and remedies
of the parties to the Agreement, whether provided by law or by the Agree-
ment, shall be cumulative, and the exercise by either party of any one or
more
Of such remedies shall not preclude the exercise by it, at the s
r different times, of any other such remedies Are the same default o
breach or of any of its remedies for any other default or breach by the
other Party. No w made by either such party with respect to the
Performance,ma time thereof, o p
any Obligation f the Other
Patty Or Any condition to its con obligation under the Agreementshall
beconsidered e v of any rights of the patty making the waiver with
expect to the particular obligation of the Other party ofondition t
its own obligation beyond those expressly waived in writing and to the
extent thereof, or waiver 1n any respect in regard to any otherrights
of the party makioga
the waiver or any other obli3atfona of the other party,
SEC. 709. Party in position of Surety With Re v
The Redeveloped, for itself and its successors and assigns, M afor all
Other persons who who shell became,whether by expressor implied
assumption o Otherwise, liableupon r subject t any obligation or bur-
den under the Agreement, hereby waives, to the fullest extent permitted
by law and equity, any and all claims or defenses otherwfas available o
the ground of its (or their) being or having become a person in the posi-
tion of a whether hether r al, personal o otherwise r whether by Agree-
ment
roperation of law nclAli Ad, wi shout limitation on the generality
oftheforegoing, any and all claims and defenses based upon extension of
time, indulgence or modification of retina of contract.
ARTICLR VIII.- MISCELLANEOUS
SEC. 801. Conflict of Interests Agency gepresentatives Not Ind,
vidually Liable. No member, official o employee at the Agency shall
have any personal interest, direct or indirect, in the Agreement, nor
shall any such member, official or employee participate in any decision
relating to the Agreement which affects his parse nal interests or the
interests of any corporation, partnership or association in which he
is, directly or indirectly. interested. No member, official or employee
Of the Agency shall be personally liable o the Redeveloper any a -
an interest, in the event of any default or breach by the Agency
or for any amount which may boo mod due to the Redeveloper or successor
or on any obllgatices under the terms of the Agreement.
SEC. 802. Ental Rmvloyeent Opportunity. The Redeveloper, for
itself and its successors and assigns agrees that during the con-
struction of the Improvements provided for in the Agreement;
22 -
(a) The Redeveloper will not discriminate against any employee
or applicant for employment because of Mce, creed, color
or national origin. The Redeveloper will take affidate tive
action to ensure that applicants a em-
ployees
and that e -
ployees a e [
treated during enploymente Without to
their
reed, color or national origin Such action
shall incluse but not be limited to the following: Employ-
ment, upgrading, demotion or
transfer; recruitment
m tadvertising; layoffo rmination; rr
rates of
etrpay
or other forms of compensation;and selection for training,
including apprenticeship. Redeveloper agrees to post
in conspicuous places. available to employees and applicants
for employment, notices Co be provided Sy the Agency setting
forth the provisions of this nondiscrimination clause,
(b) The Redeveloper will, inall solicitations o advertisements
for employees placed by or n behalf of the Redeveloper,
tate that 411 qualified applicants will receive consider-
ation for employment without regard to race, creed, color
or national origin.
(c) The Redeveloper wi11 send to ach labor union or representa-
tive or workers with which the Redeveloper has a collective
bargaining agreement o other c act o understanding,
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 c nspicdous places available to
employees and applicants for employment,
(d) The Redeveloper will comply with all provisions of Sxecotive
Order 11246 of September 24, 1965, and of the rules, regula-
tions and relevant orders of the Secretary of labor.
(e) The quiredRedeveloped
ExecutivelOrder111246sh all
information
Se eembam 24a 1965,tandeb
the rules, regulations and orders of the Secretary of Nousiug
and Urban Development pursuant thereto, and will permitaccess
to the Redeveloper's books, records, and accounts by the
Agency, the Secretary of Housing and Urban Development, and
the Secretary of Labor for purposes of investigation to am -
certain compliance with such rules, regulations, and orders.
23 -
(£) In the event of the Redeveloper's noncowliance with the
nondiscrimination clause¢ of this Section, or with any of
the said rules, regulatioas or orders, the Agreement may
be canceled, terminated o suspended in whole o n part
and the Red evelopermay be declared ineligible for further
Cw acts or federally assisted construction
Econtracts i Accordance with procedures authorised to
xecutive Ord11246 of Septembat 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, ororder of the Secretary of Labor, o am other-
wise provided by law.
(g) The Rede eloper will include the pr ovisions of Paragraphs (a)
through (g) of this Section in eery contract or purchase
order, add will require the inclusion Of these provisions i
every subcontract entered into by any of its contractors, u -less exempted by rules, regulations o orders of the Secretary
of Labor issued puts sent to Section 204 of Executive Order
11246 of September 24, 1965, so that such provisions will be
binding uponeach such contractor, subcontractor or vendor, as
the case may be. Ed Redeveloper will take auch action with
respect
tany construction contract, subcontract or purchase
order a the Agency or the Department of Housing add Urban
Development may direct as a means of enforcing such provisions,
including anctions for noncompliance; Provided, however, that
n the eventthe Redeveloper becomes involved in, or is
threatened with, litigation with a subcontractor or vendee a
result of such direction by the Agency or the Department of
Housing and Drama Development, the Redrveloper may request the
United States to enter into such litigation o protect the in-
teresta of the United States. For the purpose of including
such provision, in any construction c - subcontract, or
purchasea
order, required hereby, thetfirst three linea of
this Section 802 shall be changed to read "During the per-
formance
of this Con the Coatracto- agreess follows:"
and theterm "Redeveloper" shall be changed to "Contractor".
SEC. 803. Provisions Not Me read With Deed. None of the provisions
of the Agreement are intended to or shall be merged by reason of say
deed transferring title to the Property from the Agency tothe Redeveloper
or any successor in interest, and any such deed shall not be deemed to
affect of impair the provisions and covenants.
SEC. 804. Titles of Articles and Sections. Any titles of the
several parts, Articles, and Sections of the Agre Owner are insetted far
convenience of reference only and shall be disregarded in construing o
interpreting any. of its provisions.
- 24 -
COMERPARTS
The Agreement i executed in three counterparts, each of which
shall constitute one and the same Instrument.
IF WITNESS InEMOF, the Agency bee caused the Agreement to be duly
executed in its name and behalf by its and its seal
to e hereunto duly affixed and attested by its and
the Redeveloper has caused the Agreement to be only executed in its name
and behalf by its President and a cc= n seal to
ae hereunto duly affixed
by its Secretary. o0 or as of the day first above written.
Attest:
Attest;
- (secretary)
ApptoVed:
In City Council
Data:
Council Order No.:
IIRFAN REMEWAL ATTEORITy OF THE CITY OF RAW=
PE.YOBSC 2A DEVELOPMENT CORPORATION
B37
(President)
SCHEDME A
Description of Property
All that certain parcel or parcels of land located in the City of BangoL
County of Penobscot. State of Maine, more particularly described as fol-
low Beginning a the intersection of the soother IS line of Washington
Street and the westerly line of Exchange Street extended southerly, the
said point of beginning being S 18° 25' 31" E eighty-one and fifty hun-
dredths (81.50) feet from the intersection of the northerly line of Wash.
ington Street and the westerly line of Exchange Street; thence along the
southerly line of Washington Street N 60° 55' 05" E one hundred and sixty-
seven seventy-four hundredths (167.74) fee t angle point; thence
continuing o -he southerly line of Washington Street N 71° 44' 39" E
cards hundred and ninety-nine andseventy-three hundredths (399.73) feet
to an angle point; thence continue ad; onthe southerly line of Washington
Street N 63° 48' E three hundred and on ne, avtl twenty-nine hundredths
(309.29) feet to a point thence S 36° 45' 35" E eighty-seven and ninety-
one hundredths (87.91) feat to a point seventeen and thirty-five hundredths
(17.35) feet northwesterly Of and normal to Valuation Station 29+40.3 of
the center or base line of location of the Maine Central Railroad Company
as established by the Federal Valuation Survey dated Suve 30, 1916; thence
southwesterly, along the generally northerly line of the Maine Central
Railroad Company land on a curve t0 the right, having a radius Of nine
hundred and thirty-eight (938) feet, an arc dfeGnce of one hundred and
twenty-five (125) feet to a point seventeen and thirty-five hundredths
(17.35) feet northwesterly of and totwo l to Valuation Station 28+13.0 of
the aforesaid center or base line of location of the Maine Central Re it -
road Company; theme continuing southwesterly, along said generally rdrth-
erly line of the Maine central Railroad Company laid, 6 57" 18' 42" W. six
hunted and thirty-two and thirty-nine hundredths (632.39) feet to a point
seventeen and thirty-five hundredths (17.35) feet northwesterly of and
rnwlto Valuation Station 21+80.7 of the aforesaid center r base line
of the Maine Central Railroad Company; thence continuing southwesterly,
along said Maine Central Railroad Company land, S 62. 57' 11" W. two hun-
dred and ten (210) feet to a point; thence N 26° 46' 42" W. two hundred
and thirty-four and thirty-four hundredths (234.34) feet to a point 0
the southerly line of Washington Street; thence along the southerly line
of Washington Street N 67° 01' 17" E seventy-five ;75) feat t0 the point
of beginning.
The Coordinates of the point 0f beginning, E352 210.48, E 430 321.82; all
distances and all hearings are based on the stairs state Coordinate System
East zone.
Being the same premises designated lot numbered two (2) of Parcel E3-3
on Plat of Disposition Parcel Cg -3, Kenduskeag Stream Project, Me. R-7,
to be recorded in Penobscot Registry of Deeds.
Said conveyance subject to a the City of lessor to enter
upon construct and maintain a publicsewerunder and along the approxfm-
e location shown on said Plat. The grantee shall have the right to lot
ate a roadway or parking lot or both over said sewer.