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HomeMy WebLinkAbout2005-09-12 05-300 ORDERItem Not v ®" Item/Subject ORDER Authorizing Option Agreement with tarry Springer for purchase end Development of Bargor Watertmnt Front Street Development Sites Responsible Department: Community and Economic Development By passage of Council Order 05-216 on lune 13, 2005, the City Council designated tarry Springer Tentative Developer of the City owned development parcels located on Front Street at the end of Railroad Street designated as Parcel 1 and Parcel l on the Otys Waterfront Development Parcels Pun. The proposed Option would require that Mr. Springer construct two buildings very similar to those shown on the Hunter and CUA Waterfront concept plans, 2'h stories high, and containing not less than 24,000 SF of Floor area on Parcel I and not less than 12,000 SF of Floor area on Parcel 2 for a total of 36,000 SR The purchase price for Parcel 1 would be $136,000 and for Parcell $85,000, less any extraordinary development costs encountered on the development sites Involved. The Option fee would be $3,200, with a provision for an extension a two momhs by request of the Developer on approval of the City Council, if the Developer is pursuing Me development in good faith, a an extension fee of $500/mcah. The Option period would extend through the end of April 2006. During this period, and before Me property is conveyed to him, the Developer would have to submit and obtain approval of preliminary and final development plans from the Business and Economic Development Committee, obtain the necessary permits and site plan approvals, provide evidence of financing, and evidence of a construction contract. Construction would have to begin no later than May 1, 2006 and be completed by Marts 30, 2007. Department Heai Manager's Governments: This proposed development has been discussed by the Business and Economic Development Committee on several occasions. We have scheduled a pre -meeting executive session to review Me details of this agreement with Me full Council. L Ory Manager Finance Director X Passage _ First Reading Page _ of _ Referral 05 300 Amapedw Ommilm Trwble sep[eaaer 12, 2005 CITY OF BANGOR (TREE.) Order, Authorizing option Agreement with laity Springerfor Purchase and Development of Bangor Waterfront Front Street Development Sites WHEREAS, tarry, Springer has submitted a proposal to the City to develop two buildings on Front Street in the Citys Waterfront Development project on development sites designated as Parcel I and Panel 2; and WHEREAS, this Option would require that Mr. Springer construct tyro buildings, 2'A stories high, and containing not hiss dun 21,000 %of door area on Parcel 1 and not less than 12,000 SF of floor area on Parcel 2 for a total of 36,000 SF; and WHEREAS, the purchase price far Parcel 1 would be $136,000 and for Partial 2 $85,000, les any extraordinary development costs encountered on the development sites involved; and WHEREAS, the Option fee would be $3,200, with a provision for an extension of two months by request of the Developer on approval of the City Council, Uthe Developer is pursuing the development in good faith, at an extension fee of $500/month; and WHEREAS, the Option period would extent through the end of April 2006, and during this periotl and before the property H conveyed M him, the Developer would have to submit and obtain approval of prdimioary and final development plans Rom the Business and Economic Development Committee, obtain the necessary permits and site plan approvals, provide evidence of financing, and evidence of a construction contract; and WHEREAS, the Option would require the Developer to begin construction no later than May 1, 2006 and be completed by March W, 2007; and WHEREAS, the proposal conforms to Me Otys plans and objectives for development of the sees; NOW, THEREFORE, BE ET ORDERED BY THE CRY COUNCIL OF THE QTY OF BANGOR THAT the City Manager is hereby author ged to execute, on behalf of the City of Bangor, an Option Agreement with Larry Springer, under terns and conditions sulosfantially as contained! in Me Option Agreement for Puncl ese and Development of Bangor Waterfront Development Parcels 1 and 2, on file in the office of the City Clerk and in a final form approved by the City Solicitor or Assistant City Solicitor. ID CITY CODRCIL September 12, 2005 ration rade aid seamed Tab ed C #a _ a O RD EB R _ @TLE, w �n..r_9g ...+.•e .n tb Larry Spri ger9far Purcbaae aid tievelopmeut ,f R'"W ➢evelapmeat ' + A"igaed0 Co—am\ I!I"'�VNBCLiWr I^� 'SII/L(tiae l 05-300 OPTION AGREEMENT FOR PURCHASE AND DEVELOPMENT OF BANGOR WATERFRONT DEVELOPMENT PARCELS 1 & 2 THIS AGREEMENT is made this day of 2005, by and between the= OF BANGOR, a municipal corporation located in the Century of Penobscot, State of Maine (hemurafler "CITY"), and LAWRENCE SPREJGER (hereinafter "DEVELOPER"), a having a principal place ofbusimess ni Brewer, State of Maine. WITNESSETH: WHEREAS, the C=has received the DEVELOPER's proposal for the development of a porfion of the real property )moan as the Bangor Rivemi Project, located in Bangor, Maime (hereinafter "the Premises"); and WHEREAS, the CITY has determined that the private development of the Premises in accordance with the provisions of this Option Agreement would best serve the interests of the citizens oftheCTTY; NOW, THEREFORE, in consideration of the option fee paid to the CLOY by the DEVELOPER in accordance with Section A.A. below and of the mutual conditions and coveams contained herein, the parties agree as follows: SECTION A. GRANT OF OPTION 1. Grant of Ootion. The CITY grants and the DEVELOPER acoepcs m exclusive opfim m purchase the Promises for development in accordance with the terms and conditions of "a Option Agreement 2. Premises. The Premises made subject of this Option consists of a portion of the Bangor Riv not Projectidentifiedmaplaner tlM"Waterfront Developmmt Parcels"attached hereto as Exhibit A. A full Legal description of said Premises shall be supplied by the C1TY in accordance with the CTTS^s fide obligation under pam®aph 11 of this Section. Page 1 of 18 01 V v~_ 3. DevelomnentRmuGed—Parcell. DEVELOPERshall wnstma on Parcel l notless than a two and one half may steel and woad framed building as accordance with the plans dated September 2005 and attached hereto as ExtaditB (hereinafter sometimes reached in as the "DEVBLOPMENT") with a footpwt of not less than 9,800 aquae feet, containing a gross Bpm area of not less than 24,000 square feet, at a minimum direct DEVELOPER construction war which shall cousin of site work building construction; building improvements, interim fit up, purchase and mandataries of equipment, and permit fees of not less than $100.00 per square feet of building gross floor area, such costs to be exclusive of arcla tembad and engineering design fns, legal fees, developer fees, aaouniag marinating, adverdsmg and other development vovconsWction or so called"soft vests' associated with the development. 4. Development Reauired—Parent 2 DEVELOPER shall mustroct un Parcel 2 not less than a two and one half story stool and wood framed building in accordance with the plans dated Sentember 2005 and attached hereto as Exhibit R@moura nr sometimes referred in w the "DEVELOPMENT") with a building footprint of not less than 6,200 square feet, containing a gross floor area of not less their 12,000 square feet, at a minimum direct DEVELOPER instruction cos, which shall consist of site work building construction, building improvements, interior fit up, purchase and installation of equipment, and permit fees ofreat less than of not less than $100.00 persquare fat of building gross floor area, such case to be exclusive of arehiacmral and emgweerivg design foes, legal Res, developer fees, sccmmting markeing, advertising and other development urn -construction or m ended "Soft cosh" associated with the development 5. Allowed Uses. All space in the buildings constmcad by DEVELOPER as provided fm herein, shall be occupied only by the types of uses allowed by the City's Land Development Code, provided however, that all space heated in the street level of the buildings shall be occupied only by uses open to the public and serve the wads for visitors mthe water6ont such as eating and dialing establishments, other retail merchandise and rami) service businesses, museums, inters or ave galleries and similar type uses. The space nay be used for quasi -municipal was such as harbormaster's office, tourist imRmation carrier or similar uses as deemed appropriate by the Bangor City Council. 6, Purchase Prim ofPremises. The purchase price shall be $136,000 for Parcel l and $85,000 for Parcell. DEVELOPER shall pay= m cash orbycbeck the summit of$MI,000.00 (less any amounts paid by DEVELOPER to the MY pursuant in this Option Agreemwt) at the time of clomag on the We. 9. Reimbursable Costs. The City will reimburse to DEVELOPER for documented additional costs associated with foundation construction necessary for proper support of the proposed buildings that we over and above the cost of conventional spread footing and slab stmchims. The necessity of such additional foundation construction anal cast therefor mall be subject in review and approval by the City Engineer. Reimbursement fm additional foundation cmumsction costs shall not exceed the purchase prim of the PREMISES. The reimbumabk Page 2 0£ 18 costs shall include, but not be limited to, the costs of gemechvical consultants, mntmctors, supervisors, inspectors, aluipmmS labor, supplies and costs related to any deep pile foundationsrMuted Tore erehnbursemem,DEVELOPERshallsmbmitdocummmm of deep pile foundation related costs to CITY'S City Engineer, and upon approval by the City Engineer, the CITY will reimburse DEVELOPER within 30 days of receipt of acceptable documentation from DEVELOPER. 8. Tem, and Price of Option: This Option Agreement shall remain in effect from the date bamf until April 30, 2006. The non-refundable option fee for this period is $3,200.00 payable upon execration of this agreement 9. B#msion of Option. The City Council may extend this Option Agreement upon the DEVELOPBR'e wmtm request stating the reasons therefor, for a period not to exceed an additionaltwo(2)moudu, if We Davelopais pursuing Na developmentiv good faith. The additional option fee for an extension, which shall be payable in fol, bef or 9 the time me extension is executed, abed be 5500.00 per month. 10. Amlicatim of0otim Pea. Inconsideration ofDEVELOPER's purchase and redevelopment - ofthePremises,i accordancewiththis Option Agreememandthe DEVELOPBR'sproposal, the CITY expressly agrees that the option fees specified in Section A.7. and A8, of this Agreemembe rammed to the DEVELOPER upon fire CITY'e issuance ofthe Certificate of Completion under Section CA L below; provided, however, that the option fees shall be forfeited to the CDT ffthe DEVELOPER does notpurchuse the Premises in accordarmewith the tones and conditions ofthls AgreavmL II.1hmeaseof Option. To merciaehis rightto purchase the Premises, the DEVELOPER shall so notify the CITY in writing thirty (30) days before the expiration aides Optim Agreement andmyextensionhereof. Provided, thatno ounce ofDEVELOPER's immt to exercise the when grated herein shall be effective so as to require the CITY to deliver title to the Premises to the DEVELOPER uNess the DEVELOPER has first filly complied with all "conditions precedent to the =a conveyance of du Premises to the DEVELOPER" as set out in Section B. of this Agreement, below. 12. Evidence and Convevance of Title. Within 30 days, or such other done as the partes may agree upon, of the CITY's receipt of the DEVELOPER's notice ander Section A.10. above, the CITY shall convey good and marketable tide to the Premises, free and clear of all lies and mcumbmuces, excels easements of record or required by the CITY (all as shown on Exhibit A), to the DEVELOPER by Municipal Quitclaim Deed, subject however to the com dons,restrictions, and covetous contained in Seaham; Band C. below, DEVELOPER shall convey utility easements m the appropriate Grommets) as provided in Section C. 2. below. If the CITY is unable to tender marke ble fide after reasonable efforts to do so, the CITY shall refund to the DEVELOPER the fees paid under this Option Agreement if the DEVELOPER so requests, or the DEVELOPER may choose on accept the CffVs Municipal Quitclaim Deed, m which case the DEVELOPER shall assume my risks associated with the Page 3 of is rule. Within 30 days of the dateof tars Option Agreement, or such othertime as theparice may agree, the CITY shall also provide DEVELOPER with: (1) all evidence oftide in Citys possession or reasonably obtainable by City, (2) a boundary survey of the Remises prepared by duly registered lend surveyor or duly regnictd professional cataract, as each is defined by Tide 32 of the blame Reviaed Statutes A maid, which survey shall also contain the mournams excepted above, and (3) a legal description of the Remises. 13. Effect of DEVELOPER's Acceptance of Title. DEVELOPER's acceptance of the CITY'e Municipal Quitclaim Deed conveying title to the Premises, tendered in accordance with Section A.11. above, shall relieve the CITY of any and all further obligation to supply evidence of title or W take other steps W perfect the tide delivered. In no event shall the CITY's obligations W tender marketable title, and W use reasonable efforts W determine me source of title, extend beyond the term of this Option and any duly executed extension therwf as set forth in Sections A7. and A.B. above. Provided, however, that CITY shalt cooperate with DEVELOPER to cure my title defects discovered subsequent W the coarveyanee. - - I4.DEVELOPER'Sltigh%Doing Orion Period Dumgthetermofthis Agreementandany extensions hereof, DEVELOPER shall have the right W enter onto the Premises for the purposeofcondudngsiteevaluatione Aaysuchentryshallra pdormrceto ClTY's City Engineer. DEVELOPER shall resters the Premises W the same condition, as near as practicable, that existed[ prior W the entry. In addition, DEVELOPER shall have the right to place a sign on the Premises in compliance with CITY'S ordinances, said sip W announce the proposed project. Theplawnent of the sign shall be subjeato prior approval from the City Manager or the Manager's designee. 15.Parking.Noon-simpmlingwillbedevelopedon Praul by DEVELOPER. Forforty(40) years from the data of this Agreement, CITY will make available to the DEVELOPER up W 60 permits for parking for DEVELOPER's tenant use from 7:00 AM W 5:00 PM weekdays, Mondaythrough Fnday, excluding national holidays, and excluding anyperiod the City may need W close off the paring area involved W accommodate special events such as me American Polk Festival. For the firer ten(10) year from the date of this Agreement the spaces for which the Fomtits are made available will be located within ser hundred (600) fee ofpremisee,forthe following thirty(30) years, within one thousand (1,000) fact of the premises. DEVELOPEWs or DEVELOPER'sVenture monthly tort fcreachpermit willbe establishedfrom time W time by Other ofthe CITY's CityCouncil, but dull not exceed the City Council establisbed rate for surface pamitpar king m the Abbott Square parking lot For forty (40) years fimv the dam ofthis Agreement, CITY shall maintain no fewer than 110 off street public parking spaces within 1,000 feet of the Premises, including rhe number of permit spaces used by DEVELOPER. 16. Disturbance f Ora Owned Public 1m by DEVELOPER adjacent to Promises shall be made only with the approval of CTIY's City Engineer and DEVELOPER shall Page 4 of 18 restore all disturbances a DEVELOPER's cost to their original condition poor to the City issuing a Certificate of Occupancy for DEVEIDPER's development. SECTIONB. CONDD'IONS PRECEDENT TO THE CITY'S CONVEYANCE OF THE Before the CITNs coweyance of the Premises, the DEVELOPER shall complete the following: 1. SubmiseionofPlans The DEVELOPER shall submit preliminary and final plans forum of the Premises for review and approval by the CITY. DEVELOPER's plans submitted in accordance with this paragraph shall in all respects comply with all applicable Codes and Ordmsuces of the City of Bangor, end in particular with the mqumements of the CIW's Land Development Code. Plans shall additionally conform to and be submittal in accordance with the provisions of paragraph 2 of fine Section, below. 2. Approval of Plans No construction or renovation will be allowed without the prior submission and approval ofprelimmary plans, fund plans, and specifications. All plans will be submittal W the City Manager, do the Director of Community and Economic Developmevc All plans end revisions to plans shall be reviewed by City staff designated by the City Manager after which the City staff shall submit the plane along with Nei recommendations W the City Council Business and Economic Development Committee. Said plans shall be reviewed and approved by the City Council Business and Economic Development Committee. Once the Committer approves the plans at one stage of the approval process, DEVELOPER shall be nodded to rely on that approval in developing plans and spenificanme for subsequent stages of the approval process. No plans shall be approved unless said plans have been prepared by duly registered architect, as defined by Title 32 of the Maine Revised Statures Annotated, unless otherwise accepted by the CITY. The following submissions shall be required: a. Preliminary Plays—The intent ofthe Preliminay Plans shall he W outlinethe gememl scope ofdevelopment or redevelopment, and W convey to the CITY sufficient information W determine the character ofthe work W be performed The Prelin inary Plans shall contain: (1) Sde lav - The site plan shall be drown m a wale of one (1) inch equals twenty (20) feet wherever peaches]. The site plan shall otherwise conform to the requirements of Part 4, Article XVI of the CITY's Laud Development Code. Page 5 of 16 (2) Floor Plm-lbescaleoft Re rplanshallbeleftwffiediscretion of the archicct. This plan shall show general room layouts and use, including entrances and exits. Dimensions may be approximate and the overall floor area for each floor shall be indicated. The elevation of each floor shall be indicated. (3) Eleva' - A suitable cross-section or elevation crewing of the building stall be provided indicating exterior facade materials and colo s to be used. b. Final Plans and Specifications -After approval of the Preliminary plans, the DEVELOPER shall then proceed with the preparation of final plans and specifications. Said plans and specifications shall show sufficient details necessary to wsme proper construction. All dimensionsandelevatiens shall be accurate and all meetings to be used in the structural or architectural treaunmtofthef ffityshellbeouflined mmpletedetail. If, inthe opinion ofthe CITY, there E adoubt regarding the structural adogwy ofmy facility, the DEVELOPER shall provide all required back-up data, including structural compositions, boring logs or material guarantess. C. Timetable for Aur nal ofPrifloreffiery /Final Plan -Nolanuffian October 14, 2005, Wo DEVELOPER shall subrmtm the CnYs City Manager, is care of the CCYs Director of Community and Ecoscandc Development, preliminary plans for approval, as speci5e I in Section B.2. above. If the DEVEIOPER proposes revisions, or if the City Manager orthe Director of Corununity and Economic Development deems revisions to the preliminary plans necessary or appropriate, the revisions shall be submitted to the Business and Economic Development Committee for its approval not late then November 15, 2005. The DEVELOPER is hereby advised that anytime the DEVELOPER proposes revisions in plans previously approved or submitted, the proposed revisions should be aubmitrod as soon as possible to the City Manager, in care of the Director of Community and Economic Development, for review and approval before the DEVELOPER proceeds with the preparation of final plans and specifications. No later than January 27, 2006, the DEVELOPER shall submit m the CLTS"s City Manager, in care of the CYLY's Director of Community and Economic Development. Erol plans aM related drawings, spmffirations, and documen5 in the form specified in Section B.2, above. No later than February 15, 2006, the DEVELOPER shell meet with the City Council Business and Economic Development Committee for approval of found plans and related drawings, specifications, and domunmts in the form specified in Section B.2. Nthe City Council Business and Economic Development Committee deems revisions to the final plans b be necessary or appropriate, the plans must be Page 6 Of 19 so revised and submitted to the C=s City Manager, in care of the CIPI" s Dimmer of Community and Economic Development no later than March 15, 2006. Nolanrthan Mareh29,20M,the DEVELOPERshallmcetwiththe City Council Business and Economic Development Corrmtittce for approval oftherevised final plays and reSted drawings, specifications, and documents in the form specified m Section B.2. No later than April 5, 2006, the DEVELOPER shall submit complete applications for all plan approvals required by the City of Bangor fm site plan and subdivision approval. The DEVELOPER shall take all steps necessary to obtain local review and approval of doe site plan and subdivision no later than ApN 18, 2006. 3. Amendment ro Find Plans. Ifthe DEVELOPER desires to make any substantial alummoas in the foal plans after their approval by the City Council Business and Economic Development Committee, the DEVELOPER shall submit Ne proposed change in writing to the City Council Business and Economic Development Committee for its approval. Ifthe final plans, as modified by the proposed change, still conform to the requirements of Section B.1, hereof, the City Council Business and Economic Development Committee shall not unreasonably withhold approval of the proposed change. The City Council Business and ECoaomm Development Committee shall either approve or disapprove the proposed change within ten (10) days after its submission and notify the DEVELOPER of its decision. No final plan approval by the Business and Economic Development Committee shall override anyro omemems for the City of Bangor Planning Board. 4. Conduction Prowess Schedule Communally with the submission of the final plans, the DEVELOPER shall submit a construction progress schedule to the City Council. The progress schedule shall provide for the commencement of construction no later than May 1, 2006 and shall provide for completion of coustromme no later than March 30, 2007, provided that nothing herein shall be umsmed to extend, limn; or otherwise affect the time limits prescribed in any building permit or Planning Board approval. 5. Permit Renouncement. Prior in exercising the Opium granted herein, DEVELOPER shall obtain, aM shall provide satisfactory evidence thereof to the=, every form, license, and govemmenml approval necessary for commencement and completion of the development described is Section A.I. above. Except in aumdm ice with Section AA. above, no tend or deadline specified in this Agreement shall be extended by reason of DEVELOPERs faihue to obtain or of an approving authority to issue any required permit in a timely manner. Provided, however, that CITY agrees in act is good faith and to give due consideration to a request by DEVELOPER her such an extension where the failure to obtain each approval or permit is due in circumstances beyond the control of DEVELOPER. 6. Evidence of Financin¢. Prior in exercising the Option Recorded herein, Ne DEVELOPER shall provide the =with written, legally binding commmrents, m a form satisfactory to Page 7 of 18 the =a City Solicitor, from acceptable lending institutions, govammenml agencies, or othersourcesfor�ctionfirancingofnotlmsthan$ . DEVELOPERwill submit to the City manrwy Lien Waivers from the General Contractor. T Covsnvctian GOntraG. Pnortom mungthe Optiongranredhe Ne DEVELOPERsball provide the CIT1 with acer fiats executedbythe DEVELOPER and ifs general cammtor, certifying the existence of a contract or summers for construction of the total development in accordance with the provisions of Sections B.1., R2., B.3. and BA. above. 8. Performaviceaod Pavment Bond The DEVELOPERm DEVELOPER'sgeueralcontractor shall post with the CITY both a performance bond and a labor, materials and performance of services payment head ismecl by a cerpomts aunty licensed to do banned; in the State of Mane, or other security acceptable to the CITY's City Solicitor, each in a penal sum alual to rhe total estimated rest of the total proposed development, no secure performance of me obligations set forth in this Agreement. The DEVELOPER or the DEVELOPER'S general contractor shall submit to the CITY a copy of my such bonds and written evidence of payment of the required premiums. The bands or other security must remain0 effect until the C1TY's issuance of the Certificate of Completion under the terms of this Agreement. SECTION C. CONDITIONS SUBSEOUENT qD THE CITY'S CONVEYANCE OF TBE PREMISES TO THE DEVELOPER Except as otherwise specified herein, the following express conditions, covenants, and restrictions shall be expressly incorporated trim the CITYs Deal to the DEVELOPER, and shall run with the land: 1. Deed Covenants. Itis intended and agreed, andthe Deed shall so expresstyproLWe, that the express conditions, covenants, and restrictions provided to Section C. hereof shall be covenants "morning with the land" and that they shall be binding, to the fullest extent permitted by law and equity, for the benefit and in favor of, and enforosable by, the CITY and my successor in interest to the Premises or any pan thereof for the time periods specifically prescribed herein for each. None of the provisions and remedies below, including the Reversion specified in Section C.9., shall be contended so as to limit the DEVEiOPER's liabilityto the CITY for the DEVEIOPER's breach of any of its obligations underthis Option Agreement and the Dad 2. Use Restriction. In addition to the use restrictions contained in Section A.5. above, the DEVELOPER agrees for itself, and every successor in interest to the Premises, or any part thereof, and the Deed shall contain express covenants on the pact of 0a DEVELOPER for itself and its successes and assigns, Nat the Premises and my improvements which maybe or may become located thereon shall be used, corutrmared, developed, occupied and contended in mdorlance with the laws, ordinances, orrogulations ofthe Since ofMaine end the City ofBangor, as the samemaynow orbereafterbe in effect. hitheevent Natbothtbe Page 8 of 18 State and the City have law(s) governing the sane subject round, DEVELOPER afred that the Promises and my improvements which maybe or may become located thereon shall be governed by the most restrictive of these law(s). The DEVELOPER farther agrees thaz any structure, or the occupancy thereof constructed on the Premises shall not mumsersubly interfere in my way with the operation, maivtvmna, repair or replacement of all existing sewer and wood, on the Premises which are depicted on the survey to be f evished by CITY to DEVELOPER union Section A.11. above and to common easements to the City of Bangor and Bangor Wooer District, for said sewer and water. tu addition to other reguicerments herein, the DEVELOPER shall dot conduct saystmcnue wthe Premiseswithon[veceivivg prior written certification by the City Engined that said structure shall not measurably interfere with said sewer lines. 3. Prwarry Taxes. Me DEVELOPER agrees for itself and every successor in interest to the Premises, or my part therm£ and the Deed shah contain express covauuts on the part of the DEVELOPER for itself, and its suaences and assigns, that the Premises shall be subject to all faces and assessments; as may be imposed by my govemmenml authority upon the Premises and any buildings, structures, or improvements which may be or may become located thereon. It is the intent of tbepardes berem, and DEVELOPER hereby agrees that it does hereby waive, for itself and my successors be interest all right or privhege of exemption from municipal tmafion of the Premises and any buildings, structures, or unprovdadmtswhich maybe d maybamm laamd theram, as maybe av ndablebyreason of DEVEIOPER's or such mccessms' legal status, or for sayotherremon whatsoever, and that the City of Seaga, in its capacity as a taxing authority, may assess all taxes as would otherwise be applicable to the promises, buildings, structures or improvements which may beormaybecomelacatedtherem mifsuchexempnwdidrmtexist. DEVEIOPERfuNsd agrees,forhthely eanysuccesses aiables4m Pay any gresanevts Eorbefore thedate upon which they become due and payable. The CITY agrees that DEVELOPER, or its successors in interest shell have the right to contatthe amount of such mxd or assessments in the traded prescribed by law. 4. Subdivision Restriction. The DEVELOPERagreesforitself,md erysuccessorininterert mthe Premises,amypartthdefandthe Dadshahconminexpresscovdantsmth part of the DEVELOPER for itself, and its suceessms and assigns, that the Prenuses shall not be subdivided without the C1TY's express written consent, which consent sball not be mens eablywithhad. For the purpose of this paragraph, the following alone shall not be deemed to constitute a subdivision: a. Development of the project as e condominium pursuant m the Maine Condominium Ad (33 MRS.A. See. 1601-101 er seq.). b. Leans of portions of the development. C. Construction of separate buildings or stmctues on the Premises. Page 9 of 18 5. Land Speculation Restriedom The DEVELOPER represents and agran that its purchase of the Premises and its other undertakings pureumt m this Option Agreement are and will be used for the purpose of development of the Premises is accordance with Section A.I. above, and not for speculation m land holdings. This covenant shall terminate upon the Mgrs issuance of the Certificate ofCompletionmeder Semon C.1 L below. 6. CITY's Amonval ofTansf PriormCom letion. The DEVELOPERrimgwzes thatthe qualifications and identity of (be DEVELOPER and it principals or any successors m mterest, ma of particular concern to the CITY. The DEVELOPER further recognizes that it is because of such qualifications and identity that the CITY is entering into des Option Agreement and is willing to accept and rely on the obligations of the DEVELOPER for the handful performance of all undanldap and covenants in be, performed by the DEVELOPER. Therefore, the DEVELOPERreposems and agreesbur itself, its successors and assigns, thaf except only by way of security for the puryow of obtaining Emitting necessary m enable the DEVELOPER or my approved successor m rosiest to perform the obligations under Section E. haeof, the DEVELOPER has not made or created and, until the CITY issues the Certificate of Completion under Section CA I. below, will not make or come, or suffer to be made or created, my tend or partial sale, assigned, conveyance, lease, trust, power, or transfer is my other more or form, of, or with respect to, this Option Agreement, the Premises, or my part thereof, or interest therein, nor shall my contract or mu went to do my of the same be entered into without the CITY's prim written approval. The foregoing provisions shall not apply to the lease of the premises or the improvements to be constructed tbaeon to prospective tenants, provided that said leases are made subject to the provisions of flus Agreement. The CITY shall be entitled to require as conditions to my such approval that: a. Any proposed transferee shall have the qualifications and financial responsibility, dennnined bythe CITYby written evidenra submitted to if to. he necessary and adequate to Mild the obligationsundertaken under Section D. hereof, b. Anyproposedmmsf ,by insaumentin writing satiamem iso me CITY and in a form mountable to the Penobscot Registry of Deeds, shall for itself and its successors and assigns, and expressly for the benefit of the CITY, have expressly assumed all of the obligations oftbe DEVELOPER under this Option Alinement and agrees to be subject to all of the conditions and restrictions to which the DEVELOPER is subject under Section C. bereof, and C. The consideration payable for the transfer by the transferee or on in behalf shall not exceed an amount representing the actual cost m the DEVELOPER Page 10 of 18 of the Premises and the improvements, if my, theretofore made thereon by it; the intent of this provision being te preclude assignment of the agreement, or masfer of the Premises, for profit poor to the CITY's issuance of the Certificate of Completion under Section C.1 I., and to provide that if any such assignment or transfer is made the CITY shall be entitled to increase the purchase price to the DEVELOPER by the amount that the consideration payable for the assignment or transfer is in excess of the amount that may be auWorvN pursuant to this subparagraph c, and such consideration shall, to the extent that it is or excess of the amount so authorized, belong and forthwith be paid 0 the (:1TY. The foregoing provisions ofthis Section C.6. notwithstaodmg, the DEVELOPER may assign this Option Agreement and all rights and dudes herein, subject to the terms and conditions hereof to a developmet entity herada orgnniud and qualified by DEVELOPER main the laws of the State of Maine; provided, however, that DEVELOPER shall ream an active ievolvernest in the entity and the entity shall assume, in writing satisfactory to the CITY, the obligation to complete, in the meter provided for in this Option Agreement, the contemplated improvements on the Premises. Furthermore, the entity must submit evidence satisfactory to the CITY that it has the qualifications and tmancial responsibility necessary to perform such obligation. All covenants contained in this Section C.6. shall terminate upon the CITY's issuance of the Certificate of Completion under Section CA 1. below. 7. Mort®ees Prior to Completion ofhmrovemets. a. Prior to the completion of the improvements as certified by the CITY, neither the DEVELOPER nor any successor in interment to the Premises or any pan thereof shall engage in any financing or any other transaction creating any mortgage or any other enoumbrmce or lien upon the Premises, whether by express agreement or operation of law, or pamit my encmrrbrmce or lien to be made on or mtached to the Promises, except f the purpose of obtaining fim is necessary, fol makingimprovements provided hemi a plus the purchase price of the Premiss; paid by the DEVELOPER to the CITY. The DEVELOPER shallnotifythe CITY in advance of any mortgage financing it proposes to enter into witti respect to the Promises, and of any enenmbmnce or lie that has been created an or attachM to the Premises, whether by voluntary act of the DEVELOPER or otherwise. b. The holder of my mortgage audnrized by this Option Agreement,including my such boldo who obtains fide to the Premises or my part thereof as a result of foreclosure prose xin gs or action in lieu thereof, shall not be obligated by the provisions of this Option Agreement to construct or complete the hoprovements or to guarantee such construction or completion. Page 11 of 18 No covenant m my other provision in my deed shall be construed so to obligate my such holder. However, neither such holder nor its successors or assigns shall be authorized to devote the Prermses or my pmt thereofan any uses, or to construct my improvements thereoq other than those uses or improvements provided or authorized in this Option Agreement All encomia contained in &a Section 07. shall temoso a upon fee M Y's issuance of the Certificate of Completion under Section C.11. below. 8. NoticeofEafaultofMormaeee a. Whenever the CITY shall deliver or make my notice or demand to the DEVUOPER with respect to my breach or default by the DEVEWMR in its obligations or covemms under this Option Agreement. the CITY shall at the same time deliver to each holder of record of my mortgage am smized by this agreement a copy of such notice or demand. Each such holder shall, insofar as the rights of the =are convened, have the right at its optionto care such breach or default and to add the cost thereofan the mortgage debt act the lien of its mortgage. However, if the breach or default is with respect or construction of the improvemems such holder may not undertake or continue the conshucaon or completion of the improvements beyond the extent necessaryin caruerve or turned improvements or construclum already made without first having a presvly assumed in writing the obligations to the CITY he complete, an the manner provided in this Option Agreement, the improvements on the Promises or the pmt thereof in which the lien or tide of mch holder relates, and having submitted evidence satisfactory to the CITY that it has the qualifications and financial responsibility necessary to perform such obligation. Any such holder who shall properly complete the improvements relating in the Previus or applicable part thereof shall be emitted, upon written request made in the CITY, in a verification by the CITY to such effect in a insurer provided in Section C.I1. of this Option Agremant. Such verification shall, if so requested by such holder, provide that my remedy, of the CITY's with respect to revesting of title to the Premises because of failure of the DEVELOPER to cure my default with respect in the crostrumon of the nnprovemems on other parts ofpareels of the Premises, or because of my other default in or breach of this Opfion Agreement by the DEVELOPER, shall not apply in the part or parcel of the Premises to which such certification relates. b. MaRerthe DEVELOPER's defaultunder this Option Agreement, theholder of my mortgage on the Premises or part thereof does not exercise the woman to construct or complete the improvements relating in the Premises or part thereof covered by its mortgage or to which it Its obtained title within 60 days after the holder has bern notified of the default or undertakes Page 12 of 18 completion of the improvements but does not complete construction within the gonad as agreed Won by the CITY and such holder, the =shall have the option of paying on the holder the amount of the mortgage debt and swunvganassig tofswh&e wdofthemortguge. ifownershipofthe Premises or part thereof has vested in such holder by way of foreclosure or action in lieu thermf, the CITY shall be entitled, at its option, to a conveyance to it of the Premises or part thermfupon payment to such holder of an amoant equal 0 the sum of the mortgage debt at the time of foreclosure or action in lieu thereof has all appropriate credits, including those resulting from collection sod application of rentals received during foreclosure proceedings; all expenses with respect to the fineclosure; the net expenses, exclusive of general overhead, incurred by such holder in and as a direct result of rhe subsespama management of the Premises; the war of any improvements made by such holder; and an amount equivalent to the interest that would have awmed on the aggregate of such amounts bad ail such amounts become pan of the mortgage debt and such debt bad continued in existence until such acquisition by the CHT. C. In the event of the DEVEEOPER's default in its obligations under my mortgage or other instrument deaGvg an ensumbrance upon the Premises or part thmodpox ro completion ofimlaovemend, the CITY may at its option core such default or breach. In such use the = shall be entitled, in addition on and without limitation upon any other remedy to which it shall be entitled by this Option Agreement, operation of law, or otherwise, to reimbursement from the DEVELOPER or successor in interest of all costs and expanses incurred by the CITY in curing such default or breach, and to a lien upon the Premises apart thereof to which the mortgage, encumbrance, or lim relates, to secure such reimbursement d For the purposes of this and other Paragraphs of this Option Agreement, the term 'holder' in reference to a mortgage shall be deemed to include any insmer or guarantor of my obligation or condition secured by surd mortgage, including but not limited to the Federal Housing Commissioner, the Administrator of Venoms; Affairs, and any successor in office of either such official. All covenants contained in this Section C.8. shall terminate upon the =a of the Certificate of Completion under Section C.11. below. 9. Tide Revision Prior to Cosnvletkm. Is the event dant pna to the =a issuance of the Certificate of Completion under Section C. 11. below: - L The DFVR OPER, or its successor in interest a assign, shall default in or .violate its obligations with respect to the construction of the improvements Page 13 of 18 hancludmg the nature and the dates for the begnning and completion thereof), or shall abandon or substantially suspend construction work and my such default, violation, abandomumt, or suspension is not coral, ended, or remedied within dross (3) months (or sic (6) months, if the default is with respect to the daze for completion of the improvements) after written demand by the CITY to do so; or b. The DEVELOPER, or its successor in interest or assign, small foil to pay real estate tines or mseswmts on the Premises or any part thereof when due, or shall place thereto my mcumbrance of lien unauthorized by Section C. hereof, or shall suffer my levy or attachment to be made, or my matmalmm's or mechanic's lien, a my other unauthorized encumbrance or lien to aVzch, and such taxes or meessmmts shall not have been paid, or the encumbrance or lira removM or discharged or provision made, satisfactory to the CITY, for such payment, removal, or discharge, within thirty (30) days after the Cfl'Y's written demand to do so; or C. - The DEVELOPER, or its anccexs a in imerest or assign, shall make my assignment for the benefit of creditors, or a receiver or similar officer shall be appointed on take charge of all or any substantial par[ of the DEVELOPER's property, and such assignment or appointment is not dismissed or releaned within thirty (30) days of the date the iongmuent or appointment is nude; or d. Thum is,m violation ofSection C. hereof, any transfer of the Premises or any part thereof, or my change in ownership of the DEVELOPER, except as expressly permitted in Section C.6. above, and such violation shall not be cured within thirty (30) days after wdttm demand by the CITY to the DEVELOPER: then the CITY shall have the right to reenter and take Possession of the Premises and to [aminate and retest in the CITY the more estate conveyed by floe feed to the DEVELOPER as if no Deed had over been given; it being flue intent of Itis provision, together with other provisions of Section C. hereof, that the conveyance of the Premises to the DEVELOPER shall be made upon, and that the Deed shall condom, a condition subsequent to the affect Sort in the event of any default, failure, violation, or other action a inaction by the DEVELOPER specified w subparagraphs a, b., c. and d. of Section C.9. hereof, and failure on the part of the DEVELOPER to remedy, and, or abrogate such default, failure, violation, or other action or Inactioq within the period and in the manna soared in such subparagraphs, the CITY at its option may declare a taminatiou in favor of the C= of the title, and of all the rights and interest in and to the Promises, and that men tide and all rights and interest of the DEVELOPER, and my assigns or successors in tutees[ to and an the Promises said revert to the CITY; provided, however, that such conditim subsequent and revesting of title in the CITY shall always be subject to and limited by, and shall not defeat, render invalid or limit Page 14 of 18 insnywaT.. (1)t hmofmymortgegcauthorizedby Section C.bmmf,end(2)myrights or interests provided in Section C. for the protection of the holders of such mortgages. The CITY shall have the right in inti m e such actions or proceedings, as it may deem damnable£ edamnting the purposes of this Section C.9. mediating elan the rust to execute and remrd or file among the public land records in the office in which the Dead is recorded a written declaration of me temdnation of all the right. title and vdaert of the DEVELOPER, its successors in interest and assigns, in the Premises and the revesting of fide in the CITY; provided, however, that my delay by the CITY m msmanag or prosecuting my such actions or proceedings or otherwise asserting its rights under Section C. hereof shall not operate as a warver of such rights or m deprive it of or Emit such rights in my way. The -express conditions, covenants, and restrictions contained in this Section C.9. shall terminate upon the Cn Y's issuance of the Certificate of Completion under Section C.11, below. 10. Disocammi Upon Reversion. Upon the revesting m the CITY of title to me Premises or my part thereof as provided in Section C.9., the CITY shall in accordance with State law use its best efforts to resell the Premises or pan thereof, subject to my misting mortgage liens, as soon and in such manner as the CITY shall find £ sible and consistent with the objectives ofdeveloPing the Premises W a qualified and responsible party or parties, as determined by the CrrY, who will assume the obligation of making or completing the improvements or such other improvements in their stead as shall be satisfactory to the CITY. Upon the resale of the Promises, the proceeds thereof shall be applied a Firs6 to reimburse the MY for: all costs and expenses incurred by the CITY including but not limited re salaries of personnel in connection with the recapture, management, and resale of the Premises or pan thereof (but less any income derived by the CITY from the Premises or pan thoeof); all tares, assessments, water, sewer and other utility charges with respect m the Premises or pert thereof; my payments made or ncessary to be made to discharge my mcumbrmces or liens existing onthe Premises or part thereof ame time of revesting of fide thereto in the CITY or to discharge or prevent from attaching or being made my subsequent mcmnbrmces or liens due an, obligations, defaults, or sets of the DEVELOPER, its mmessors or assigns; my expenditures made or obligations incurred with respect to the making or completion of rhe improvements or my part thereof on the Premises or pan thereof and my amounts otherwise owing to the CITY by the DEVELOPER and its successor or assign; and It. Second, to reimburse the DEVELOPER, its successors or assigns, up in me amount equal to: (1) the scut of the purchase price paid by it Joe: the Premises or part tbweof and the cash actually invested by it in m fang my of the Page 15 of 18 improvements onthe Premises orpart themf, less (2) avygaius or income withdrawn or made by it. The Cf1Y shall retain as its property my balance n maining after such reimbursement. The express conditions, cuvenmts, and restrictions contained m this Section C.10. shall terminate upon the ClWs issuance of the CertiScare of Completion Wider Section C.11. below. 11. Cartificaes of Completion. Promptly after completion of the improvements W accordance with the provisions of Us Option Agreement, the CITY will famish the DEVELOPER with an appropriate instrument so certifying, which momwent shall not be umeascnablywithheld Such certification shall be m such form as will moble it to be recorded in the Pemnscot County Registry of Deeds. The C1TY's issuance of the Certificate of Completion will constitute conclusive proof of the satisfaction and termination of the express conditions, covements, and restrictions wmaival in Sections G5, C.6, C.7., C.B., Q9., and C.10. above. If the CITY shall refuse or fail to provide such certification, the CPIY shall, within thirty (30) days atter written mquest by the DEVELOPER, provide the DEVELOPER with a written statement indicating m adequate detail W whatrespects the DEVELOPER has Oiled to complete the improvements in accoNmce with the provisions of this Option Agreement and what measures will be necessaryW obtain such certification. 12. Severability If any provision of this Option Agreement is determined to be invalid or unenforceable under law, it shall not affect the validity or enforcement of the remaining obligations or portions hereof. 13. Noce. Any notice under this Option Agreement by either perry to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, m delivered peao0ally, and a mthe case of the DEVELOPER, is addressed to or detivai personally mthe DEVELOPER, Lawrence Springer, 15 Meadow Lane, Brewer, Maim 04412. b. to the case of the CITY, is addressedto or delivered personally to the CflY, Go City Manager, City Hall, lig Harlow Street, Bangor, ME 04401. or to such other persons or addresses as the parties may designate in writing to the other. 14.MenumidumofOotion. Uponr umtofeitha,drepmtiesagr wprepareandexecmea Memormdum of Option in recordable from, which MemoensI m maybe recorded by either party in the Penobscot County Registry of Dads. Page 16 of 18' W WITNFSS WBERFOF, thepames hereto have ut Nevhands to duplicate wunteryarts of this Agreement on the day and year first wnttm above. CITY OF BANGOR By Witness Edward A. Barash Its City Manager LAWRENCE SPRINGER By Witness - Lawrence Springer Developer STATE OF MAINE PmobscK as. 2005 Then pwsmally appeared the above-named Edward A. Barrett, is his capacity as the City Manager of the City of Bangor, and acknowledged the foregoing wsWment in be his free act and deed in such capacity and the free act and deed of the City of Bangor. - Before me, Printed Name: Notary Public/Atmmey at Law Page 17 of 18 STATE OF hfABJB Peoobsmt, ss. Than personally appeared the above-mmed Lawrence Springer, in bis capacity as Developer ofBeagor Wata&ont Parcels 1 & 2 and acknowledged the foregoing inswment to be his free act and deed in such capacity. Before me, Probe] Nome: Notary PubliclAttomey az Law Page 18 of 18