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Home My WebLink About1976-01 CRA ~ . . . t CJL:ag 1/12/76 RESOLUTION NO. 76-1 A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CIT~ OF SANTA ANA ACCEPTING A CORPORATION GRANT DEED FROM THE CITY OF SANTA ANA FOR A PORTION OF THE SANTA ANA TOWERS SITE, APPROVING THE CONTRACT FOR SALE OF SAID SITE AND FOR PRIVATE REDEVELOP- MENT BETWEEN THE AGENCY, HOUSItlG AUTHORITY OF THE CITY OF SANTA ANA AND NATIONAL HOUSING CONSULTANTS INC. AND SAFECO TITLE INSURANCE COMPANY ESCROW LETTER AGREEMENT WITH NATIONAL HOUSING CONSULTANTS INC. AND AUTHORIZING THE CHAIRMAN AND EXECUTIVE DIRECTOR/RECORDING SECRETARY TO EXECUTE THE SAME. BE IT RESOLVED that the Community Redevelopment Agency of the City of Santa Ana hereby accepts from the City of Santa Ana the corporation Grant Deed attached hereto marked Exhibit "A"conveying a portion of the Santa Ana Towers Site to the Agency and hereby declares the Agency to be indebted to the City of Santa Ana for said portion in the amount to be determined by the City and Agency repayable pursuant to Clause 6 of that certain March 12, 1973 Agreement between the Agency and the City. BE IT FURTHER RESOLVED that the Contract for Sale of the Senior Citizens Housing Site and for private-redevelopment between the Community Redevelopment Agency of the City of Santa Ana and Housing Authority of the City of Santa Ana and National Housing Consultants Inc., which agreement is attached hereto as Exhibit "B" is hereby approved and the Chairman and Executive Director/Recording Secretary are hereby authorized to execute the same. BE IT FURTHER RESOLVED that the Safeco Title Insurance Company escrow letter agreement, by and between the Community Redevelopment Agency and National Housing Consultants Inc., attached hereto as Exhibit "CO is hereby approved and the Chair- man and Executive Director/Recording Secretary are hereby authorized to execute the same. PASSED AND ADOPTED by Agency of the City of Santa Ana meeting held on the 19th ATTEST: the Community Redevelopment at its Adjourned Regular day of January , 1976. ~~.. ~ , APPROVED AS TO LEGAL FORM: STATE OF CALIFORNIA COUN1Y OF ORANSE CITY OF SANTA ANA ) ) sS.: ) I- i . .. . . RESOLUTION NO. 76-1 Page 2 CJL:ag 1/12/76 I hereby certify that the foregoing resolution was duly adopted by the Community Redevelopment Agency of the City of Santa Ana, California, at a Adjourned Regular meeting thereof, held on the 19th day of January , 1976 by the following vote, to wit: . MEMBERS: Garthe, Yamamoto, Ward, Ortiz, Evans, Bricken, Brandt MEMBERS: None AYES: NOES: ABSENT: MEMBERS: None ~~~ RICHARD GOBLIR H, Executive Director and Recording Secretary ..~ 1'\';. [-l f) I' _1\1_ . r C9 IlrCormCD IN OFFICIA!. RECORD:' Of ORANGE COUNTY, CALIFORNIA /0 ::;:;i 11 II M JUl301975 . J. WYlIE C~~t Y~r. Cecn!y Recorder , r AND WHEN RECORDED MAIL TO /f1 erk of the Counci 1 NAMO City of Santa Ana Aooo.ity Hall <:0>.0 Civic Center Plaza STO anta Ana, CA 92701 I F," ,..-"",hlq r..4'.1l!'!.l~ F.':....,~, f:. .....,...,:;,-:" &1 "1'1... t"l r.: ~;':"~" 10.... c~.<(.;"'J..r-?..C;I}.>-I .6- ~_lI.:..:~_'-J...p. r..;-':~t7 n;c.~~:' oJ', fiU:lhw.IJ!"I.~fJtI ..J MA.IL TAX STATEMENTS TO NAM.t1ty of Santa Ana City Hall ~"."s20 Civic Center Plaza c~~:Santa Ana, CA 92701 L I SPACE ABOVE THIS LINE FOR RECORDER'S USE Documentary transCer tax S....~Xg.M.~.T..................... o Computed on Cull value of property conveyed. or o Computed on full value les. liens & "",:umbrances remaining tbereon at time of .ale. "':'t.._~",-~.,.~...."'t. .P.~l?~~.r....~}.~rk Signature of declarant or a,::ent dctermininlt tax. tirm name o Unincorporated area:KJ City oc...San:t2,..M.l!-..... -.J ; ...... .... CITY GorlJOration Grant' Deed ;) 1.-2 APPROVED AS TO APPRovr;o BY O;.SCMIPTION J N M . MAP NO. T"XES tu i~ '.IL. .911 12 13&14 ' NW 315 FOR A VALUABLE . i\SIDERATIOi\, receipt of which is .erebyacknowletll'ed. THE CITY OF SANTA ANA, a'municipal corporation l'lXKll!XolKorganized under the laws of the State of Ca'l i forni a ereby GRAi\'T(S) to COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a governmental agency Consideration less PRO.JECT NO. Mi sc. R/~1 ~ ~J ~' lR the follo,,'ing described real pro/,erty in the county of Orange . City of Santa Ana . state of California: See Exhibit nAu attached hereto and made a part hereof. :filt. ;OkfGrHUG 1~!')h~tI'\:(.\:r rs .tt. rt~Lt: l"~IL .,\;iD 'C(l~RECf (.oPt Of TIlE (~;G::;At. ON FI~E m lIlIS CfflCE. ATJ[ST ,.:........O~\.....:.-......;lJ+...............:..........19~1s:, FLORENCE I. MALO;;[, ClER;; Of HiE COU;,CIL, CITY OF SANTA /;;;A Dated .Tuly 2::\, 1 Q7'; . . J'l.ORENc;EL.I....MAl.QNE...................,.............."....~ -..-.............-..... .... BY_...~~....~.~..~..~~.~ ....~......~._. ..~. p.m..J~...uu. CfP.UTY City of Santa na, a municipal corporation~. ~~ JOHN GA E ~~YOR By' -. :;'-r'L"'~ -- ~C"~....-: d .J ce Mayor s= .u ~ .... co o ... '" '" o a: <= '" '" 3: .... cu c:> . I i I I \. STATF. OF c.~l.ImICN"\. ., . }' COl':;n' o.._.._ORANGE_:-..':.....___ ss. on_..July_..2 3...-1 9.7.5 b.r.", me, .he uude,. "igned. a ~0I3f~. Puhlir. in and for S3id County :md State. penonally al.-.,..I _Y.~rnonV~' J3Xansr .__..:.. . ,- J.ce "lavOl . Imeum to.... III 11", rhr_ ._____.~t. alll.l__ P.at.ricia.,E _...RiC.e.___ _ __; k~.wn '0 me 10 ).. Ass.:t...._Cle.r.J.s .'.1 o( the ('orporolinn Ih:II t"lU"f.uwf till.. within lu:<ltuml'nt. ladwn In me 10 hI" lIu. !'.'n<nll.: ",'hl) t"'l:n'utrd Iht' within In:<trumrlll un tarhalt or tbe ~'oq..'rulinn t1...rl.in n;lInl"d. llll1t .. owll"&I........1 to Int' that Joitwh l'OrjH1ratiull 1'~rl'lIlt.cl .'Ir wilhin 111"nt pur!l-u;U1( to ib II)'-Iawl' or rl"lloluliult ol it:< ho:ard ur .tOfll. '. \ ~,.....--, ~_.~ .- - ~ ,c...~__ . AssY.Clerk of the Council - .... ell ~ .... .... ...... CI) z: S' FOR NOTARY SEAL OR STAMP z '0 "- 0" 0:< aU ... <..I -~~~.~-- Sif.:'nUllIrc af Nuhn)' Martha E. Lee EXHIBIT "A" Till" Ont,., ;'\... :.2 (GSI (Hov ~ el) (8 pl.' r':!o>("fflW f\'u. MAIL TAX STATEMENT5 AS Olrll:Cl ED ABove r , . ",!,''':. .~ ,. ';).:.. .. ..... . ".. '-"'- ..~ CH & .frl~JrG IISa J EXHIBIT "A" 411fhat portion of Lots 15, 17, 19. 21. 23. 25, 27 and 29 of the Park Tract Addition to Santa Ana, as per map recorded in Book 1. page 30 of Record of Surveys. Records of Orange County. in the City of Santa Ana, County of Orange, State of California, mOre particularly described as follows: / i . t Beginning at the Northeast corner of Lot 29 as shown on said Record of . Survey; thence Southerly along the East line of said Lot'29 a distance 54.9 feet to the beginning of a tangent curve concave Northwesterly having a radius of 25 feet; t~p.nce Southwesterly along said curve 39.27 feet . through a central angle of 890 51' 14" to a tangent point on a' line parallel with and'70.00 feet Northerly, measured. at right' angles from the centerline I of First Street (being 60 feet in width). as shown in said Record of Survey; thence. Westerly along said parallel line a distance 349.9 feet to the beginning of a tangent curve concave Northeasterly having a radius of 25.feet; thence Northwesterly along said curve 38.80 'feet through a central gngle of 890 10' 18" to a tangent point on a line parallel with and distant 40.00 feet Easterly, measured at right angles from the centerline of Ross Street (being 50 feet in width) as shown on said Record of Survey; thence Northerly along last said parallel line to the North line of said Lot 15; . thence Easterly along the North line of Lots 15, 17, 19, 21, 23, 25, .27. . and 29, to the point of beginning. . .' .. . . '. . '"', . . . .\ \, \ I ,i .. .' -. ". . . '_:/~'" ::';" :'::{'~:-'1 ::.-.-" .:, .'~' :,' ',' .:-:~:t~'~:~:J':_~ :." , ;'\. .._. ._." ::;.. . . ~;' _ ..:i . ,..~..... ."..., . '. ::" ~ --. ,:i i : . . '. . ," . .~. . 'l ; ,I., . ~ ~ . :' '\ . " _.}~~:;-:-.,r. -~ _.~ ~ .::.:~ .\' it . . " ''r ii. ~','. . i,.!.. ~ ::. _. ',:. \ " ... ", ,I' '1' . ,l ;: ~--"~'\1-__'4 "-i'"-- . ..f ; , . ...... " .' ,,'t\ '.",- ,. .... ,.---- . 1 . --- I . M___. , ./. ,'. r: -,'.... I''''' -, . ~, I . . . Vl fy A ' ~~ ,II I ~ C) .. '.. ,. .-_.'._- . . I. I~\' LP ''''/''' / /.'1/ ,"/ " . . 1..., '-.' _J ,. PARTON I I . -. - ---.. .---- ._-- .' , \0-/55-0/ 97' /50 ' 0-/55-03 0-/5541 0- l;) 8-/55-05 ... ~~l;) /50' 'c:;. VAN NESS ROSS ..:r rfj ::> ::;... ,.~ .> '.. c'';' r' ) li ..." ...... , , \,,.'\ /.... -~............... , I BIRCN /50' 8-1S7-0f 8"/57-02 /50 8-/57-03 8-1S7-04 /49,R8 . w Q ... l;) ~.. '" 'I;: Cb ~ ... l;) -P. . ~s.. ~. '" '" 58' . ... ... /62-Of ... 16 8-/62-04' 0" .... '" 8-/62-05 Ci 11-/62-06 '~z.o' . . ~ ~.~. !18-,.'1i2-22 ~ .........[.\.'.[..;1.. ;.1'!' I ",---, "', :"'\t ...... 50' Q, . Oiti '" -, I :0: ~ 50 s':, ... l;). .. RW SANTA /1NA . , .If ,.1 I, I -_.._...._-_-..:...._.._-..-.....__....:~- ~ \. .. I', .,'/1 ;j'\ J...;' , ~ ... ... '" l" '" ... .... '" l;) '" l;) .. 30' 30' ... '" ~ 'l ~ m ~ EXHIBIT ........~_v. .'f .., ; C" ',' , . () .., (./ 75' --;..-- ... Q, , ... Q . . :.'<:1 ., ..I.~.' (...... , I... ......j tK ( , 4-70rG ~ I S2 - - _._.__. .- _. .--. ..---------.-.- ._. PARTON I .5' '" Q. 8 154-07 01 " 8- 54-08 ~ . 8 /54-09 ,... CllI 141' {''1 '" ". ..to... ......- .....:00. /.... 1..r; , , , . . ....' :> ..... · 8- 54-10 I~ .t~.". ~l. "" IN C6 '4 .~ . VAN NESS ... Q -lB' I g; 8-,1'6.071 . 'I '0, '" Q 8- '6-06 ~ l:; '" <>. l;) -!.. . ... t';, ,.. '" ~ ()~ 'i\j f.1 "". \ , , :..... ...... '" " ....::0.. S~ :~; '::'" ..... ~.~ ) {/'I I() !;; .\~ .h. ~ ~ &~ I ('" ~;,I\S-h~g:'.l4{ fS. ~, f~~-' ROSS ~ ~ . . , , ... 8-, '1-09 '\ " <n;-' .:.. . --.::;. .1() 'OJ . <::>.8-1 '1-10 '- ----"" .... l':''I.D t) U'" .. \," .. '"' -~. I-II C' t; C- 7~': .:.. \.~'e- C). '" ~ '" I() ~ S. ,/-14 .. ,- .1' ~.. ~.. .~ ---'-- MAP CALIFORNIA -...... )?:. > ..".... .-'\ . - . ... ro- . . . . ... : ... c. So . r f. ! i ;:0 .. " - ... - . t::- - . ;;: . . " " . . = > . r, ~ .. . . - :..?: .. l! ; r 0 oa. ~ > ~ . - > . .- .... . Q ;.8. .. . r ... i:- t ~. ~ \ . . ... .. ~ : < l' :J (,= .:J 'c::::iJ?,- ---=i ? ~F:~ c::=::J ~ ~t:::=:iJ s;:::J \ t::-_, I ~::J G=i ~~l ~ U'J- c: =:: C::;-;:;'] , ~ r--....- ) ~.-...J f.. (;:,~~ r--'--, ..~.... C"'" c" .-- "A". " ~r. J., t l! "J'".I'''' I -.----..---.... .....-.--..... .... . --..- .. ~ " . '\ ., I" I t... , ~. . . ,I'" , . . . . SAFECO TITLE INSURANCE COMPANY 825 North Broadway Santa Ana, California 92702 Attention: Mr. Roy Graf Escrow Officer Gentlemen: Attached is the undersigned's Contract for Sale of Land for Private Redevelopment therein described dated January 19 , 1976 by and between Community Redevelopment Agency of the City of Santa Ana and National Housing Consultants, Inc. This contract is to be considered and used as the escrow instructions for the consumation of this transaction. Very truly yours COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA . By ATTEST: ?K~/,~ Recording ... ATTEST: ~~~ R or ing Se,gr ;ary . NATIONAL HOUSING CONSULTANTS, INC. BY~I-'..(~'" .LI arles L. P te President , I I I I Counse By Vice President JJ . SANTA ANA COMMUNITY REDEVELOPMENT PROJECT SANTA ANA, CALIFORNIA CONTRACT FOR SALE OF LAND FOR PRIVATE REDEVELOPMENT By and Between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA . and HOUSING AUTHORITY OF THE CITY OF SANTA ANA and NATIONAL HOUSING CONSULTANTS, INC. . DRAFT NO. 5 1/9/76 . \. . . TABLE OF CONTENTS Page SEC. 1. SALE: PURCHASE PRICE ------------------------ 3 SEC. 2. CONVEYANCE OF PROPERTY ----------------------- 3 (a) condition of Title and Form of Deed -------~-- 3 (b) Escrow --------------------------------------- 4 (c) Conveyance of Title and Delivery of Possession ----------------------------------- 7 (d) Time for and Place of Delivery of Deed ------- 7 (e) Payment of the Purchase Price and Recorda- tion of Deed --------------------------------- 8 (f) Title Insurance ------------------------------ 8 (g) Taxes and Ass~ssments ------------------------ (h) Occupants of the Site ------------------------ 8 9 SEC. 3. GOOD FAITH DEPOSIT --------------------------- 9 (a) Amount --------------------------------------- 9 (b) Interest ------------------------------------- 9 (c) Application to Purchase Price ---------------- 9 . (d) Retention by Agency ---------------~---------- T 9 (e) Return to Redeveloper ------------------------ 9 SEC. 4. TIME FOR COMMENCEMENT AND COMPLETION OF IMPROVEMENTS AND OTHER ACTIONS---------------- 9 SEC. 5. TIME FOR CERTAIN OTHER ACTIONS ----------~---- 10 (a) Time for Submission of Construction Plans ---- 10 (b) Time for Submission of Corrected Construc- tion Plans ----------------------------------- 10 (c) Maximum Time for Approved Construction Plans ---------------------------------------- 10 ~ i. - - . (d) (e) SEC. 6. SEC. 7. SEC. S (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (1) (m) (n) (0) (p) ,(q) . . PAGE Time for Agency Action on Change in Construction Plans ------------------------ 10 Time for Submission of Evidence of Equity Capital and Mortgage Financing ------------ 10 PERIOD OF DURATION OF COVENANT ON USE ------ 11 NOTICES AND DEMANDS ------------------------ 11 SPECIAL PROVISIONS ------------------------- 12 Financing --------------------------------- 12 Section 23 (Revised) Housing Assistance Program ----------------------------------- 12 Execution of Contracts - Section S -------- 12 Use for Low and Moderate Income Housing --- 13. Assignments, Transfers, Joint Ventures and Partnerships ------------------------------ 13 Tax Exemption ----------------------------- 13 Bodily Injury and Property Damage Insurance --------------------------------- 14 Maintenance of Land Prior to Construction - 14 Execution of Documents -------------------- 14 Environmental Impact Report ---_----------- 14 State and Local Labor Standards Provisions--------------------------------- 15 Federal Labor Standards Provisions -------- 15 Faithful Performance and Labor and Material Payment Bonds -------------------- 15 Covenant to Hold Property as One Parcel ------------------------------------ 15 City and Other Governmental Agency Permits and Fees -------------------------- 16' Use of "Santa Ana Towers" ----------------- 16 Priority to Displaced Low and Moderate Income Persons ------------------------~--- 16 -ii- . . . PAGE SEC. 9. MODIFICATIONS OF PART II ----------------- 16 (a) Conflicts ------------------------------- 16 (b) SEC. 101. Work to be Performed by Agency ---------------------------------- 16 (c) SEC. 103. Agency's Responsibilities for Certain Other Actions ------------------- 18 (d) SEC. 301. Plans for Construction of Improvements ---------------------------- 18 (e) SEC. 302. Changes in Construction Plans ----------------------------------- 21 (f) SEC. 401. Restrictions on Use ---------- 21 (g) SEC. 702. Termination by Redeveloper Prior to Conveyance --------------------- 24 (h) SEC. 703. Termination by Agency Prior to Conveyance --------------------------- 24 (i) SEC. 704. Revesting Title in Agency Upon Happening of Event Subsequent to Conveyance to Redeveloper --------------- 26 SEC. 10. COUNTERPARTS ----------------------------27 SEC. 11. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS 28 SEC. 12. TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY ---------------------------------- 28 .', ATTACHMENT NO. 1 - PROPERTY MAP ATTACHMENT NO. 2 - PROPERTY LEGAL DESCRIPTION ATTACHMENT NO. 3 - SCHEDULE OF PERFORMANCE ATTACHMENT NO. 4 - SCOPE OF DEVELOPMENT PART II - TERMS AND CONDITIONS -Hi- CONTRACT FOR SALE OF LAND FOR PRIVATE REDEVELOPMENT . . This AGREEMENT, consisting of this Part I and Part II (Form HUD-6209B, 9-69) and four Attachments annexed hereto and made a part hereof (which Part I, Part II and Attachments are together hereinafter called "Agreement") is made on or as of the 19 day of January , 1976, by and between the COMMUNITY REDEVELOP- MENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic (which, together with any successor public body or offi- cer hereafter designated by or pursuant to law, is hereinafter called "Agency"), established pursuant to Chapter 2 of the Com- munity Redevelopment Law of the State of California (hereinafter called "Urban Renewal Act") and having its office at 20 Civic Center Plaza, in the City of Santa Ana (hereinafter called "City"), State of California, and the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public body corporate and politic (which together with any successor public body or officer hereafter designated by or pursuant to law, is hereinafter called "Auth- ority"), established pursuant to Chapter 1 of the Housing Auth- orities Law of the State of California, and NATIONAL HOUSING CONSULTANTS, INC., a corporation organized and existing under the laws of the State of California (hereinafter called "Redeveloper") and having an office for the transaction of business at 12735 Ventura Boulevard, Suite 28 in the City of Studio City, State of California. WIT N E SSE T H : WHEREAS, in furtherance of the objectives of the California Community Redevelopment Law, the Agency has undertaken a program for the clearance and reconstruction or rehabilitation of slum and blighted areas in the City, and in this connection is engag- ed in carrying out a redevelopment project known as the Santa Ana Community Redevelopment Project (hereinafter called "Project") in an area (hereinafter called "Project area") located in the City; and . WHEREAS, as of the date of the Agreement there has been prepared and approved by the Agency a redevelopment plan for the Project, consisting of the Amended Redevelopment Plan for the Santa Ana Redevelopment Project adopted by the City Council of the City on June 2, 1975, by Ordinance No. 1258 which Ordi- nance amended Ordinance No. 1173 adopted by said Council on July 2, 1973 (which Amended Plan, as it may hereafter be amended from time-to-time pursuant to law, and as so constituted from .'; . . . time-to-time, is, unless otherwise indicated by the context, hereinafter called "Urban Renewal Plan"); and . WHEREAS, in order to enable the Agency to achieve the objec- tives of the Urban Renewal Plan and particularly to make the land in the Project Area available for redevelopment by private enterprise for redevelopment for and in accordance with the use" specified in the Urban Renewal Plan, the City has undertaken to provide and has provided substantial aid and assistance to the Agency through loans and grants; and WHEREAS, in furtherance of the objectives.of the California Housing Authorities Law, the Authority has undertaken a program to provide decent, safe and sanitary dwelling accommodations to persons of low income at rentals they can afford in the City; and WHEREAS, in order to enable the Authority to achieve its objectives both the Federal Government and the City have under- taken to provide and have provided substantial aid and assistance to the Authority; and WHEREAS, the Authority and the Redeveloper have agreed to proceed with an undertaking whereby Redeveloper will construct 200 units of new leased housing for persons of low and moderate income, which will be subject to a contract by the Authority with the U.S. Department of Housing and Urban Development (hereinafter called "HUD") for the making of housing assistance payments on behalf of eligible families leasing such housing units; and WHEREAS, HUD has approved the selection of Redeveloper as the developer of the said housing, and has approved a Preliminary Proposal submitted by Redeveloper; and WHEREAS, the Agency, the Authority and the Redeveloper now desire to jointly undertake the construction and development of the low-income housing units; and . WHEREAS, the Agency has offered to sell and the Redeveloper is willing to purchase certain real property located in the Project Area as shown on the "Property Map" which is incorporated herein and attached hereto as Attachment No.1, and is described in the "Legal Description of Property" which is incorporated herein and attached hereto as Attachment No. 2 (hereinafter called "Property") for the development of the housing; and WHEREAS, the Redeveloper is willing to redevelop the Property for and in accordance with the uses specified in the Urban Re- newal Plan and in accordance with the Agreement; and -2- . WHEREAS, the Agency and the Authority believes that the redevelopment of the Property pursuant to this Agreement, and the fulfillment generally of the Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable Federal, State and local laws and requirements under which the Project has been undertaken and is being assisted; NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: SEC. 1. SALE: PURCHASE PRICE . Subject to all the terms, covenants, and conditions of the Agreement, the Agency agrees to sell the property to the Redeveloper for, and the Redeveloper agrees to purchase the Property from the Agency and pay therefor, the amount of One Hundred Sixty Thousand Dollars ($160,000.00) or adjustment thereof based on a land price of $800.00 per residential unit to be developed (hereinafter called "Purchase"). SEC. 2. CONVEYANCE OF PROPERTY (a) Condition of Title and Form of Deed. The Agency shall convey to the Redeveloper t~tle to the Property by grant deed (hereinafter called "Deed") in a form mutually satisfactory to the Redeveloper, the title company which will insure the title hereunder, and the Agency consistent with the terms of this Agree- ment. Title shall be fee simple merchantable, subject to the condition subsequent provided for in Section 704 hereof, free and clear of all re.corded and unrecorded liens, encumbrances, cove- nants, assessments, easements, leases and taxes, except as are set forth or referred to elsewhere in this Agreement, and except as are set'forth below: (i) Easements, if any, described in the Legal Description of the Property. (ii) The Urban Renewal Plan. . (iii) Excepting and reserving from the Property, all oil, gas, hydrocarbon substances and ~inera1s, of every kind and character lying more than 500 feet below the surface of the Property, together with the right to drill into, through and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all -3- . purposes incidental to the exploration for and production of oil, gas, hydrocarbon sub- stances, or minerals from the Property or other lands, but without, however, any right to use either the surface of the Property or any portion of said Property within 500 feet of the surface for any purpose or purposes whatsoever, to the extent reserved by the parties named in deeds, leases and other documents of record. . (b) Escrow. The Agency agrees to open an escrow with Safeco Title Insurance Company (the "Escrow Agent"), as escrow agent, in Santa Ana, California, within five (5) days after execution of this Agreement by the Agency. This Agreement constitutes the joint escrow instructions of the Agency and the Redeveloper, and a duplicate original of this Agreement accom- panied by a letter signed by the Agency and the Redeveloper stating that this Agreement is to be considered and used as the escrow instructions shall be delivered to the Escrow Agent upon the opening of the escrow. The Agency and the Redeveloper shall provide such additional escrow instructions as shall be necessary and consistent with this Agreement. The Escrow Agent hereby is empowered to act under this Agree- ment, and upon indicating its acceptance of the provisions of this Section in writing, delivered to the Agency and to the Redeveloper, within five (5) days after the opening of the escrow, the Escrow Agent shall carry out its duties as escrow agent hereunder. upon delivery of a deed to the Escrow Agent by the Agency, the Escrow Agent shall record such deed on the closing date specified in additional escrow instructions to be provided by the Agency and the Redeveloper in accordance with the terms and provisions of this Agreement. The Escrow Agent shall buy, affix and cancel any transfer stamps required by law. Any insurance policies g~verning the Property are not to be transferred. The Redeveloper shall pay in escrow to the Escrow Agent the fOllowing fees, charges and costs promptly after the Escrow Agent has notified the Redeveloper of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for the close of escrow: . . (i) One half of the esc~ow fee; (ii) The portion of the premium for the title insurance policy to be paid by the Redeveloper as set forth in paragraph (f) of this Section. -4- . The Redeveloper shall also deposit the Purchase Price for the Property with the Escrow Agent in accordance with the provi- sions of paragraph (e) of this Section. The Agency shall pay in escrow to the Escrow Agent, the following fees, charges and costs promptly after the Escrow Agent has notified the Agency of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the schedule.j date for close of escrow: (i) Costs necessary to place title in the condition for conveyance required by the provisions of this'Agreement; (ii) (iii) (iv) (v) . (vi) One-half of the escrow fee; Any recording fees; Notary fees; The portion of the premium for the title insurance policy to be paid by the Agency as set forth in paragraph (f) of this Section; Ad valorem taxes, if any, upon the Property or upon this Agreement, or any rights thereunder prior to conveyance of title; (vii) Any State, County or City documentary stamps; (viii) Any transfer tax. The Agency shall timely and properly execute, acknowledge and deliver a Deed in substantially the form established in paragraph (a) of this Section, conveying to the Redeveloper title to the Property in accordance with the requirements of paragraph (c) of this Section together with an estoppel certificate certify- ing that the Redeveloper has completed all acts (except deposit of the Purchase Price) necessary to entitle the Redeveloper to such conveyance, if such be the fact. . The Escrow Agent is authorized to: (i) Pay, and charge the Agency and the Redeveloper, respectively, for any fees, charges and costs payable under this Section. Before such pay- ments or charges are made, the Escrow Agent shall notify the Agency and the Redeveloper of the fees, charges and costs necessary to clear title and close the escrow; -5- . (ii) Disburse funds and deliver the Deed and other documents with respect to the Property to the parties entitled thereto when the conditions of this escrow have been fulfilled by the Agency and the Redeveloper. The Purchase Price for the Property shall not be disbursed by the Escrow Agent unless and until it has recorded the Deed thereto and has delivered to the Redeveloper a title insurance policy insuring title acceptable to the Redeveloper and the lender, and conforming to the requirements of paragraph (f) of this Section 1 Record any instruments delivered through this escrow if necessary or proper to vest title in the Redeveloper in accordance with the terms and provisions of this Agreement. All funds received in this escrow shall be deposited by the Escrow Agent with other escrow funds of the Escrow Agent in a general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other such general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. All adjustments are to be made on the basis of a 30-day month. (iii) . If this escrow is not in condition to close before or at the time for conveyance established in paragraph (c) of this Section, either party who then shall have substantially per- formed the acts to .be performed before the conveyance of title may, in writing to the other party, terminate this Agreement and demand of the Escrow Agent the return of its money, papers, or documents. Thereupon all obligations and liabilities of the parties under this Agreement shall cease and terminate. If neither the Agency nor the Redeveloper shall have fully per- formed with respect to the conveyance before the time established in said Section, no termination or demand for return shall be recognized until 10 days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. If any objections are raised within the 10-day period, the Escrow Agent is authorized to hold all money, papers and documents with respect to the Property until instructed by mutual agreement of the parties or upon failure thereof by a court of competent jurisdiction. If no such demands are made, the escrow shall be closed as soon as possible. . -6- r . The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Agency and the Redeveloper, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment to these escrow instructions shall be in writing and signed by both the Agency and the Redeveloper. At the time of any amendment the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Redeveloper shall be directed to. the addresses and in the manner established in Section 7 of this Agreement for notices, demands, and communications between the Agency and the Redeveloper. Nothing in this Section shall be construed to impair or affect the rights or obligations of the Agency or the Redeveloper to specific performance. . The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under paragraphs (b) through (e), both inclusive, of this Section. The Agency shall .not be liable for any real estate commis- sions or brokerage fees which may arise herefrom. The Agency and Redeveloper each represent to the Escrow Agent and to each other that it has engaged no broker, agent or finder in connection with this transaction. (c) Conve ance of Title and De1ive of Possession. Subject to any mutua y agreed upon extens~ons of t~me, conveyance to the Redeveloper of title to the Property shall be completed 'on or prior ~o the da.te specified on the "Schedule of Performance" incorporated herein and attached to this Agreement as Attachment No.3. The Agency and the Redeveloper agree to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in accordance with the foregoing provisions. . Possession of the Property shall be delivered to Redeveloper concurrently with the conveyance of title, except that limited access may be permitted before conveyance of title as permitted by the Agency. The Redeveloper shall accept title and possession on or before said date. (d) Time for and Place of Deliver~ of Deed. Subject to any mutually agreed upon extension of t~me, the Agency shall deposit the deed to the Property with the Escrow Agent on or before the date established for the date of conveyance pursuant to the "Schedule of Performance." -7- . . . (e) Payment of the Purchase Price and Recordation of Deed. The Redeveloper shall deposit the Purchase Price for the Property with the Escrow Agent upon or prior to the date for conveyance thereof providing that the Escrow Agent shall have notified the Redeveloper in writing that the Deed conveying the Property to the Redeveloper, properly executed and acknowledged by the Agenc" has been delivered to the Escrow Agent and that title to the Pre perty is in condition to be conveyed in conformity with the provisions of paragraph (a) of this Section. The Escrow Agent shall deliver the Purchase Price to the Agency simultaneously with (1) the delivery to the Redeveloper of a title insurance policy insuring title in conformity with paragraph (f) of this Section and (2) the filing of the Deed for recordation among the land records in the Office of the County Recorder for Orange County. (f) Title Insurance. Concufrent1y with recordation of the Deed conveying title to the Property, Safeco Title Insurance Company ("Title Co."), or some other title insurance company satisfactory to the Agency and the Redeveloper, shall provide and deliver to the Redeveloper a title insurance policy issued by the Title Co. insuring that the title is vested in the Redeveloper in the condition required by paragraph (a) of this Section. The Title Co. shall provide the Agency with a copy of the title insu- rance policy and the title insurance policy shall be in the amount of the Purchase Price for the property. Concurrently with the recording of the Deed conveying title to the Property, the Title Co. shall, if requested by Redeveloper" provide Redeveloper with an endorsement to ensure the amount of the Redeveloper's estimated construction costs of the improvements to be constructed upon the Property. The Redeveloper shall pay the entire premium for any such increases in coverage requested by it. . The Agency shall pay only for that portion of the title insurance premium attributable to a CLTA standard form policy of title insurance in the amount of the Purchase Price of the Pro- perty. The Redeveloper shall pay for all additional premiums and for any extended coverage or special endorsements. (g) Taxes and Assessments. Ad valorem taxes and assessments, if any, on the Property and taxes upon this Agreement or any rights thereunder, levied, assessed, or imposed for any period commencinq prior to conveyance of title shall be borne by the Agency. All ad valorem taxes and assessments on the Property levied, assessed or imposed for any period commencing after closing of the escrow shall be paid by the Redeveloper. -8- (h) Occupants of the Site. Title to the Property shall be conveyed free of any possession or right of possessi.on except that of Redeveloper, unless waived by Redeveloper in writing. . SEC. 3 GOOD FAITH DEPOSIT (a) Amount. The Redeveloper has, prior to or simultaneous with the execution of the Agreement by the Agency, delivered to the Agency a good faith deposit in the amount of Eight Thousand Dollars ($8,000.00) (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, or its retention by the Agency as liquidated damages, or its ap- plication on account of the Purchase Price, as the case may be, in accordance with this Agreement. I , I . The Deposit shall be in the form of a cashier's check. The Deposit shall be deposited in an account of the Agency in a bank or trust company selected by it. (b) Interest. The Agency shall be under no obligation to payor earn interest on the Deposit, but if interest is payable thereon such interest when received by the Agency shall be prompt- ly paid to the Redeveloper. (c) Application to Purchase Price. Upon receipt by the Agency of the documentation specified in Section 5 (d), and upon written request of the Redeveloper the amount of the Deposit shall be applied on account of the Purchase Price at the time pay- ment of the Purchase Price is made. (d) Retention by Aqency. upon termination of this Agreement prior to conveyance as provided in Section 703 hereof, the Deposit, . including all interest payable on such Deposit after such termina- tion, shall be retained by the Agency as provided in Section 703 hereof. . . (e) Return to Redeveloper. upon termination of this Agree- ment prior to conveyance as provided in Section 702 hereof, the Deposit shall be returned to the Redeveloper by the Agency. SEC. 4. TIME FOR COMMENCEMENT AND COMPLETION OF IMPROVE- . MENTS AND OTHER ACTIONS . The construction of the Improvements referred to in Section 301 hereof and all other actions required to be taken under this Agreement shall be commenced and completed within the times set forth in the Schedule of Performance. Such periods of time may be extended in writing from time-to-time by the Agency and the Authority. Time periods specified in the Schedule of Performance I I -9- . . . may be extended for forty-five (45 working days).upon the written approval of the Executive Directors of the Agency and the Authority. However, further extensions may only be granted with the prior approval of the Agency and Authority Boards. SEC. 5. TIME FOR CERTAIN OTHER ACTIONS (a) Time for Submission of Construction Plans. The time within which the Redeveloper shall submit its "construction plans" (as defined in Section 301 hereof) to the Agency in any event shall be not later than the date set forth in the Schedule of Performance Item 3. (b) Time for Submission of Corrected Construction Plans. Except as provided in Paragraph (c) 9f this Section 5, the time within which the Redeveloper shall submit any new or corrected Construction Plans as provided for in Section 301 hereof shall be not later than thirty (30) days after the date the Redeveloper receives written notice from the Agency of the Agency's rejection of the Construction Plans referred to in the latest such notice. (c) Time for Agency Action on Chan e in Construction Plans. The time w~t ~n which the Agency may reject any change ~n the Construction Plans, as provided in Section 302 hereof, shall be fifteen (15) days after the date of the Agency's receipt of notice of such change. (d) Time for Submission of Evidence of Equity Capital, Mortga~e Financing and Construction Documents. At the times set forth ~n the Schedule of Performance therefor, the Redeveloper shall submit to the Agency for its approval the following: (i). A copy of the commitment or commitments obtained by the Redeveloper for the mortgage loan or loans to assist in financing the construction of the improve- ments (as defined in Section 301 hereof), certified by the Redeveloper to be a true and correct copy or copies thereof; (ii) A copy of the mortgage loan agreement between the Redeveloper and the lender wbich shall provide that the loan proceeds shall be used only for the con- -10- 'l (Hi) struction cost and other costs reasonably necessary for improvements on the Property. Said loan agree- ment shall be approved or disapproved within five (5) days after receipt by the Agency. The Agency shall not unreasonably withhold its approval. Evidence satisfactory to the Agency that the in- terim mortgage loan to assist in financing the construction of the Improvements has been initial- ly closed; (iv) A copy of the contract between the Redeveloper and the general contractor for the construction of Im- provements, certified by the Redeveloper to be a true and correct copy thereof; and . . (v) A copy of the contract bonds provided by the general contractor in connection with the afore- said construction contract which bonds shall be in a penal sum equal to not less than one hundred per- cent (100%) of the contract price under said con- struction contract, certified by the Redeveloper to be a true and correct copy thereof. SEC. 6. PERIOD OF DURATION OF COVENANT ON USE The covenants pertaining to the uses of the Property, set forth in this Agreement and the Deed shall remain in effect until thirty-five (35) years from the date of the Deed or until the maturity date of the mortgage, whichever is longer, . except .that the covenants against racial discrimination shall remain / in perpetuity. ' Except as otherwise expressly provided in Section 704 here- of, breach of 'any of the covenants or provisions contained in this Agreement shall not give rise to any right of reverter, to any estate of reverter, nor to any right of reentry or forfeiture of the Property or any part thereof or any interest therein to the Agency, the City, the united states, to the owner of any land in the Project area, or to any successor, assignee in interest in the Property or any part thereof or any interest herein. . SEC. 7. NOTICES AND DEMANDS A notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or de- livered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered per- sonally, and - 11 - . (i) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 12735 Ventura Boulevard, suite 28, Studio City, California 91604; and (ii) in the case of the Agency or the Authority, is addressed to or delivered personally to the Agency or the Authority, whichever the case may be, at 20 Civic Center Plaza, Santa Ana, California 92701; or at such other address with respect to either such party as that party may, from time-to-time designate in writing and for- ward to the other as provided in this Section. SEC. 8. SPECIAL PROVISIONS . (a) Financing. Redeveloper shall seek a conventional or private lender who will provide a mortgage loan on the Property. (b) Section 23 (Revised) Housin Assistance Pro ram. The Authority as se ecte Re eve oper s proposa to prov~ e 200 one bedroom housing units for eligible low-income families at rents of $300 subject to housing assistance payments under Re- vised Section 23 of the Housing Act of 1937. The selection was approved by HUD. HUD has subsequently approved an increased rent of $315 under Revised Section 23. (c) Execution of Contracts - Housing Assistance parments. At the time submitted by HUD, Authority agrees to enter ~nto an Annual Contributions Contract ("ACC") with HUD, which shall provide for annual contributions to the Authority for housing assista~ce payments with respect to the housing development. The form and content of said Contract shall be as required by ~. . . After execution of the ACC by HUD, Authority and Redeveloper agree to enter into an Agreement to enter into Housing Assistance Payments Contract which will provide that upon satisfactory com- pletion of the housing, the Authority and the Redeveloper will enter into a Housing Assistance Payments Contract for the pur~ pose of making housing assistance payments to eligible lower income families occupying the housing units. Said agreement shall be subject to approval by HUD. Upon completion of the housing development and acceptance by the Government, Authority and Redeveloper shall then enter into the Housing Assistance Payments Contract which shall be approved by HUD. - 12 - , . . . (d) Use for Low and Moderate Income Housing. The Rede- veloper agrees for itself, its successors and assigns, and every successor in interest to the Property, or any part there- of, and the Deed shall contain a convenant running with the land to the effect that the Property shall not be used for any pur- pose other than low and moderate income housing for a period of thirty-five years commencing on the date of the Deed. (e) Assignments, Transfers, Joint Ventures and Partner- ShirS. Notwithstanding any other provision of this Agreement, inc uding the provisions contained in Part II hereof, the Rede- veloper agrees that prior to recordation of a Certificate of Completion for the Improvements on the Property (a) there will not be made any assignment, conveyance, or any other form of transfer of the Property, or any interest therein, excepting the encumbrancing of the Property for purposes of securing interim and permanent financing for the construction of the Improvements, without the prior written consent of the Agency, the Authority and HUD, and (b) no redeveloper or owner shall be substituted for those named in Redeveloper's proposal and this Agreement without the written consent of the Agency, the Authority and HUD. However, the Redeveloper, with the written agreement of the Agency and the Authority (which written agree- ment shall not be unreasonably withheld by the Agency and Authority) reserves the right at its ,discretion to join and as- sociate with other entities in joint venture, limited or general partnerships or otherwise for the purpose of acquiring and de- veloping the Property or a portion thereof, provided at all times prior to the recordation of a Certificate of Completion by the Agency for the Property, Redeveloper will remain fully responsible to the Agency and provided that such joint venture, partnership or other entity agrees in writing to be bound by all of the provisions of this Agreement. Section 503 (b) (4) of Part II shall not apply to or limit the amount of capital or equity contribution by any person or entity participating in the development entity. The parties agree that this agreement shall not constitute any consent of the authority required under fY\the Agreement to enter into the Housing Assistance Payments ~~contract or the Housing Assistance Payments contract itself. Whenever the term "Redeveloper" is used herein, such term shall include any permitted assignee as herein provided. (f) Tax Exemption. The PropertY,shall not be removed from the property tax rolls and shall not be exempted from pro~ perty tax payments, except under programs now or hereafter en- acted by the State of California for the general relief of home- owners. Redeveloper for itself and for its successors and as- signs agrees not to file an application for exemption from pro- perty tax assessment and payment, except for those exemptions which may now exist or hereafter be enacted by the State of California for the general relief of homeowners. This in no way limits Redeveloper's right to question or seek reduction of any assessed valuation of the Property. -13- . . . (g) Bodily Injury and Property Damage Insurance. Before commencement of any work of improvement upon the Property, the Redeveloper shall furnish or cause to be furnished to the Agency duplicate originals or appropriate certificates of bodily injury and property damage insurance policies in the amount of at least $500,000 for any person, $1,000,000 for any occurrence and $300,000 property damage, naming the Agency, the Authority and the City as co-insureds. (h) Maintenance of Land Prior to Construction. The Rede- veloper shall maintain the cleared land he acquires and the cleared land he owns within the Project Area in a neat and or- derly condition between the date of acquisition and the commence- ment of construction. (i) Execution of Documents. The Agency, Authority and the Redeveloper agree to execute any and all documents that may be necessary or property required by HUD in connection with this Project. (j) Environmental I~act Report. As a condition precedent to Redeveloper's obligation to purchase the Property hereunder, the Agency shall have caused to be prepared and approved a Sup- plement to the Environmental Impact Report (EIR) prepared and approved for the Urban Renewal Plan for the Project with respect to the improvements contemplated in the Scope of Development, which shall comply with the requirements of the California En- vironmental Quality Act of 1970, as amended ("CEQA") and all applicable state regulations and local ordinances with respect thereto, so that the Redeveloper and the Agency shall be legally entitled under CEQA and such regulations and ordinances to con- struc~ and use the improvements contemplated in the Scope of Development (and all time periods for any judicial or adminis- trative appeal from or collateral attack upon such EIR, or the approval thereof, or the applicability thereof to the Project shall have expired and no such appeal or attack shall be pend- ing). The Redeveloper shall provide all reasonable assistance to the Agency in satisfying the foregoing conditions. The Redeveloper shall comply with all mitigation measures proposed to minimize adverse impacts resulting from project implementation which are included in the final Supplement to the Environmental Impact Report approved by the Agency. The Redeveloper shall prepare and/or execute any and all documents necessary to comply with HUD National Environmental Policy Act (NEPA) regulations and procedures (i.e. ECO 2 and ECO 3). The Redeveloper shall include any and all HUD require- ments in the architectural drawings. -IV. - . . . (k) State and Local Labor Standards Provisions. Redeveloper shall comply, and require all contractors and subcontractors em- ployed pursuant to this Agreement to comply, with all applicable labor standards provisions of the California Labor Code. If Redeveloper now or at any time during the course of this Agreement qualifies as an employer under Labor Code Section 3300, unless the emp10yee(s) he hires come(s) within those persons ex- cluded under the Labor Code, Redeveloper shall furnish Agency with an insurance certificate from his workmen's compensation in- surance carrier certifying that he carried such insurance, and that the policy shall not be cancelled nor the coverage reduced except upon ten (10) days prior written notice to Agency. It is hereby agreed that the Agency, the Authority and the City, their officers, agents and employees, shall not be respon- sible for any damage or liability occurring by reason of failure of the Redeveloper, its contractors or subcontractors, to obtain workmen's compensation insurance in compliance with the provi- sions of Division 4 of the Labor Code. Redeveloper agrees that Redeveloper, its contractors and subcontractors, shall fully indemnify and hold harmless the Agency, Authority, and the City and their officers, agents and employees from any such liability. (1) Federal Labor Standards Provisions. Redeveloper shall comply, and require all contractors and subcontractors employed pursuant to this Agreement to comply, with all applicable Fed- eral labor standards and regulations issued pursuant to the Copeland Act, the Davis-Bacon Act and the Contract Work Hours and Safety Standards Act. (m) Faithful Performance and Labor and Material Payment Bonds. The Redeveloper agrees to procure, or cause the procure- ment, of contractor's bonds covering labor, materials and perfor- mance for construction on the Property. Each such bond shall be in an amount equal to one hundred percent (100%) of the eon~ struction price in the contract entered into by Redeveloper and its general contractor. Said bonds and the construction contract must first be approved as to content and form by the Executive Director and legal counsel for the Agency prior to commencement of construction. The Agency shall not unreasonably withhold such approval. Redeveloper, shall, prior to commencement of construc- tion, deliver to the Agency a certificate fro~ the ~onding company insuring aforesaid bonds, naming the Agency as an additional in- sured under said bonds. (n) Covenant to Hold Property as One Parcel. Redeveloper covenants and agrees that the property shall be held as one par- cel and that no portion shall be sold separately. This covenant and agreement shall run with the land and shall be binding upon Redeveloper, and future owners, encumbrancers, their successors, heirs, assignees and shall continue in effect unless otherwise released by ?uthority of the Agency and the Authority. - 15 - . (0) City and Other Governmental Agency Permits and Fees. Before commenc~ment of construction or development of any build- ings, structures or other work or improvement upon the Property or any portion thereof, the Redeveloper shall at its own expense secure or cause to be secured any and all permits and pay any and all fees and charges which may be required by the City or any other governmental agency affected by such construction, development or work. The Agency and the Authority shall provid~ all proper assistance to the Redeveloper in securing such permits. (p) Use of "Santa Ana Towers." Redeveloper agrees to affix the name "Santa Ana Towers" on the structures constructed pursuant to this Agreement and agrees not to use the name "Santa Ana Towers" for any other purpose so long as any of the structures exist on the Senior Citizens Housing, Site shown on Attachment No.1. (q) Priority to Displaced Low and Moderate Income Persons and Families. Redeveloper agrees that persons or families of low and moderate income displaced by the Redevelopment Project shall be given priority in renting the housing to be developed pursuant to this Agreement. . SEC. 9. MODIFICATIONS OF PART II (a) conflicts. In the event of any inconsistence or con- flict between the provisions of this Part I and Part II of this Agreement, the provisions of Part I shall prevail over those contained in Part II. (b) SEC. 101. This Section is deleted in its entirety and a new Section 101 inserted as follows: SEC. '101. Work To Be Performed by Agency. The Agency shall, prior to conveyance of the Property and without ex- pense.to the Redeveloper, prepare the Property for redeve- lopment by the Redeveloper in accordance with the Urban Renewal Plan and the Agreement. The Agency has undertaken and completed the following Property p~eparation work: . (a) Demolition and Removal. The demolition and removal to the surface elevation of the adjoining ground of all existing buildings, other structures and improve- ments on the Property, including the removal of all bricks, lumber, pipes, equipment and other material, and all debris and rubbish resulting from such demo- n tion. -16- . (b) Reduction of Walls. The reduction of all walls, including foundation walls, to the surface eleva- tion of the adjoining ground. (c) Breaking Up Basement Floors. all basement or cellar floors mit property drainage. (d) Filling and Grading. Such filling, grading, and leveling of the land (but not including topsoil or landscaping) as will permit proper drainage and place the Property in a safe, clean, sanitary, and nonhazardous condition. The breaking up of sufficiently to per- . (e) Filling Materials. The filling of all basements or other excavations exposed as a result of the work performed by the Agency pursuant to this Section, with noncombustible materials to a level twelve (12) inches below the surface of the ad- joining ground on all sides thereof. As a condition subsequent to this Agreement Redeveloper has a right to terminate this Agreement, if all public utility lines, installations, facilities, and related equipment within or on the Property have not been removed or abandoned by the time set forth in the Schedule of Performance, Attachment No.3. . The Agency, or the appropriate Public body, shall remove all paving, including catch basins, curbs, gutters, streets and drives (sidewalks to remain) within or on the Property. In addition the Agency shall be responsible for the correction or cure of any undiscovered man-made defects in the soil, but will make no guarantee of the quality of the soil. As to all other portions of the Property including the soil beneath the ,areas excavated by the Agency, the Property shall be conveyed in an as is condition. It shall be the sole responsibility of the Redeveloper at Redeveloper's expense to investigate and determine the soil condition and the suitability of the Proper- ty for the development to be constructed. If the soil condi- tion of the Property is not in all respects entirely suitable for the use or uses to which the Property will be put, then :, it is the sole responsibility and obligation of Redeveloper to . take such action as may be necessary to place the Property and the soil condition of the Property in all respects in a condi- tion entirely suitable for the development of the Property. .. ;.. :~ ' - 17 - . . . (c) SEC. 103. Agency's Responsibilities for Certain Other Actions. Subparagraph (b) of this Section is hereby amended to read as follows: (b) Rep1atting, Resubdivision, Rezonin~ or Zoning Variances. The replatting, resubdivision, rezoning, or obtaining zoning variances, if necessary for the conveyance of the Property. This Section is further amended by adding the following .paragraph: . Once public improvements are constructed or com- pleted any changes required by the Redeveloper shall be at the expense of the Redeveloper. The Agency shall not be responsible for the removal, restoration or repair of any pending, finished or completed work which work must be oris removed or otherwise damaged by the Redeveloper in developing the Property. The Redeveloper shall bear all expense for restoring or repairing any such work. The Agency shall coordinate all uncompleted work required under this Section with Redeveloper's schedule and activities so that all work may be com- pleted in a manner consistent with Redeveloper's con- struction efforts. Any other work to be performed by the Agency with reference to the Property shall be as specified in the Scope of Development and within the ti~es specified in the Schedule of Performance. (d) SEC. 301. Section is deleted as follows: Plans for Construction of Improvements. This in its entirety and a new Sec~ion 301 is inserted SEC. 301. Plans for Construction of Improvements. Plans and specifications for the redevelopment of the Property and the construction of improvements thereon (hereinafter referred to as the "Improvements") shall be in conformity with the Urban Renewal Plan, the Scope of Development and all applicable State and local laws and regulations. .,',',"" .' " ., " . . . . - 18 - . . . .~~j;:~;~~<~:-"~:\, :4.,-> (a) Scope of Development. ~he Property shall be developed within the limitations established in the "Scope of Development" incorporated herein and attached to this Agreement as Attachment No.4. (b) Construction Drawings and Related Documents. The Redeveloper shall prepare and submit final construction drawings and related documents to the Agency for archi- tectural review and written approval for the property as provided in the Schedule of Performance. As used in this Agreement "construction drawings" means the same as "architectural drawings" in the FHA process. Final drawings and plans are hereby defined as those in suf- ficient detail to obtain a building permit. Approval of progressively more detailed drawings and specifications will be promptly granted by the Agency if they are not in conflict with drawings or specifications theretofore approved. Any items so submitted and approved in writing by the Agency shall not be subject to subsequent dis- approval. During the preparation of all drawings and plans, the Agency, the Authority and the Redeveloper shall hold regular progress meetings to coordinate the preparation of, sub- mission to, and review of construction plans and related documents b~ the Agency. Said parties shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can teceive prompt and speedy consideration. If any revisions or corrections shall be required by any government official, agency, department of bureau having jurisdiction, or any lending institution involved in financing, the Redeveloper, the Authority and the Agency shall cooperate in efforts to obtain waiver of such require- ments or to develop a mutually acceptable alternative. If no such waiver is obtained and no such alternative is de- veloped, the Agency and the Authority shall be bound by such revisions or corrections if they are not inconsistent with the Scope of Development. (c) Landscaping Plan. The Redeveloper shall prepare and submit to the Agency for approval final landscaping and finish grading plans for the Property. Said plans shall be prepared and submitted within the times set forth in the Schedule of Perforli~nce. ,~:",',.:~~-1 . '-.~""-"-.,.....~ . , .- 'i_>'c:;.i.-_~$_~';'::-,:::;j;:';;"" " -~'~~;':>:;;':;'-'ji-'':''i~--~-~:'''_., ~:~.:. ,~:-" ':.., r-;....~h ..i.,:-.:_;.,,:,:"' <<.. .;:.::.. ~.":::>-.Jo:.-:.:~_..;~...' :~:-": .~';<,- :;::--;':;~4:;;:;''':~..$::~;:',:'~_'~' . - . "(ei) . ~Emcy' Approval of Construction Plans and' . ", · -,. Drawings. The Agency shall have the right of architec- tural review of all plans and submissions, including changes therein. -19- ~ . The Agency shall approve or disapprove the plans, drawings and related documents referred to in paragraphs (b) and (c) of this Section within the times established in the Schedule of Performance. Failure by the Agency to either approve or disapprove within the times estab- lished in the Schedule of Performance shall be deemed an approval. Any disapproval shall state in writing the reasons for disapproval. The Redeveloper, upon receipt ofa disapproval based upon powers reserved by the Agency hereunder shall revise such portions as are not a logical evolution of the specific plans and construction require- ments previously approved by the Agency and resubmit to the Agency as soon as possible after receipt of the notice of disapproval. All plans, drawings and related documents approved in writing by the Agency shall not be subject to subsequent disapproval. (e) Notification of Extension. Subject to all of the terms, covenants, and conditions of this Agreement the Authority does hereby agree to allow the Redeveloper to submit final certified plans to the Authority no later than March 31, 1976, and the original submission date of October 1, 1975 is hereby extended. The Redeveloper shall submit to HUD, the Authority and the Agency the Architect's Certification required in the notification letter of April 28, 1975, which is attached hereto as Exhibit A and which by this reference is incorporated herein though fully set forth. Such certification shall be prepared by the Architect responsible for the prepara- tion of the working drawings and specifications. If the Redeveloper fails to submit the certification and working drawings by the date specified herein, the Authority shall rescind the notification of approval of final proposal unless determined that a reasonable extension of time should be granted. A copy of the letter of extension or rescission should be transmitted to HUD. In conformance with the conditions of this paragraph, the Authority agrees to send to HUD a letter notifying that the dead- line date of October 1, 1975, as to the requirements of the Redeveloper to submit a Certification by an archi- tect responsible for the preparation of the working draw- ings has been hereby extended to March 31, 1976. (f) Architect's Certification. The Redeveloper shall submit tu HUD, the l\gency and the Authurity the Arch~tect'~.Certification:on HUD!s prescribed form. Such certification shall be made by the architect respon~ sible for the preparation of the working drawings and specifications. The Architect's Certification shall state that, to the best of the Architect's knowledge, . . , . :.~ . :.. . -20- .:, , ,"J i,:.~' . . . -;~~~ ~~~: ~ . belief and professional judgment, (i) the working draw- ings and specifications are consistent with the approv- ed final proposal, and (ii) the proposed construction in accordance with these plans and specifications is permissible under applicable zoning, building, housing and other codes, ordinances, or regulations as modified by any waivers obtained for the appropriate officials of the City of Santa Ana. This Certification shall also cover compliance with the appropriate Minimum Property Standards (MPS) and other standards, guidelines and cri- teria applicable pursuant to HUD regulations as to Certification and standards issued pursuant to the National Housing Act of 1937. One copy of the certified working drawings and specifications shall be submitted with the Architect's Certification to HUD as well as to the Agency and the Authority; provided, however, that receipt and retention by HUD of these working drawings and specifications shall not denote or constitute HUD review or approval of such drawings and specifications. . (e) SEC. 302. Changes in Construction Plans. This Section is deleted in its entirety and a new Section 302 is inserted as follows: SEC. 302. Changes in Construction Plans. If the Redeveloper desires to make any change in the construc- tion plans after their approval by the Agency, the Redeveloper shall submit the proposed change to the Agency for its approval. If the construction plans, as modified by the proposed change conform to the require- ments of Section 301 hereof and the Scope of Development, the Agency shall approve the proposed change and notify the Redeveloper in writing within fifteen (15) days after receipt thereof by the Agency. Such change in construction plans in any event, shall be deemed approved by the Agency unless rejected by the Agency, in whole or in part, by written notice to the Redeveloper within said IS-day period setting forth in detail the reasons there- for. (f) SEC. 401. This Section is hereby deleted in its entire- .ty and a new Section 401 inserted as follows: SEe. 401. Restrictions on Use. The Redeveloper :~-,,:"li;:':~ree$, fpr-r,itse!1f,. and-its successors cand.assigns, and, ;:..,,~,;;,'~,,;i.."1':;.~ every successor in interest to the Property, or any part thereof, and the Deed shall contain covenants on the part of the Redeveloper' for itself, and such successors and assigns, that the Redeveloper, and such successors -21- and assigns, shall: . (a) Devote the Property to, and only to and in accordance with the uses specified in the Urban Renewal Plan, the Deed and Section Sed) and the Scope of Development of this Agreement. (b) Not discriminate upon the basis of race, color, creed, religion, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof; . (c) Include the legend, "An Open Occupancy Building" in type or lettering of easily legible size and design in all advertising (including signs) for the sale and/or rental of the whole or any part of the Property. The word "Project" or "Develop- ment" may be substituted for the word "Building" where circumstances require substitution. (d) Comply with the regulations issued by the Secretary of Housing and Urban Development set forth in 37 F.R. 22732-3 and all appli- cable rules and orders issued thereunder which prohibit the use of lead-based paint in residential structures undergoing federally assisted construction or rehabili- tation and require the elimination of 1ead- based paint hazards. The Redeveloper shall refrain from restricting the rental, sale or lease of the Property on the basis of race, color, sex, religion, ancestry or national origin of any person. All deeds, leases or contracts for the sale, lease, sublease, or other transfer of the Property shall contain or be subject to the following nondiscrimination and non segregation clauses: ..,--.; .... ',."-.j (i) In deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or ..,..,.;through them,. that there shall be no discrimina- 'tion against or segregation of, any person or group of persons on account of race, color, creed, . ,-,. ,;.... ~J&';..': . -22- .. . national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segre- gation with reference to the selection, location, number, use or occupancy of tenants, 1essess, subtenants, sub1essees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." . (ii) In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, national origin, or ancestry, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any practice or practices of discrimination or segrega- tion with reference to the selection, location, number, use or occupancy, of tenants, lessees, sub- lessees, subtenants or vendees in the land herein leased. " (Hi) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, national origin or ancestry in the sale, lease sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices or discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub1essees or vendees of the land." (g) SEC. 702. This Section is hereby deleted in its .,.."',,entiretyand a new.Section 702 inserted .as follows: :", . .... "'''' '"1 -23- . . . "'.n' . SEC. 702. Termination by Redeveloper Prior to Conveyance. In the event that (a) the Agency does not tender conveyance of the Property, or possession thereof, in the manner and condition, and by the date, provided in the Agreement, and any such failure shall not be cured within thirty (30) days after the date of written demand by the Redeveloperl or (b) the Redeveloper shall, after preparation of Con- struction Plans satisfactory to the Agency, furnish evidence satisfactory to the Agency that it has been unable, after and despite diligent effort for a period of sixty (60) days after . approval by the Agency of the Construction Plans, , to obtain mortgage financing for the construdi:.:i-~I1:::. , of the Improvements on a basis and .on terms"that: "',' would generally be considered satisfactory by builders or contractors for improvements of the nature and type provided in such Construction Plans, and the Redeveloper shall, after having submitted such evidence and if so requested by the Agency, continue to make diligent efforts . " to obtain such financing for a period of sixty (60) days after such request, but without success, then the Agreement shall, at the option of the Redeveloper, be terminated by written notice thereof to the Agency and the Authority, and, except with respect to the return of the Deposit as provided in Paragraph (e), Section 3 of Part I hereof, neither the A~ency, the Authority nor the Redeveloper shall have any further rights against or 1ia- bilityto each other under t~e Agreement. (h) SEC. 703. This Section is hereby deleted in its entire- ty and a new Section 703 inserted as follows: SEC. 703. Termination by Agency Prior to Conveyance. In the event that '. .".,. " . ,"']f-- , ..... ..... ;: ,...' " ". ;" ...... , ~, :. - 24 - . . . - / tal prior to conveyance of the Property to the Redeveloper and in violation or the Agreemen~ (i) the Redeveloper (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein, or in the Property, or (ii) there is any change in the ownership or dis- tribution of the stock of the Redeveloper or with respect to the identity of the parties in control of the Redeveloper or the degree thereof; or (b) the Redeveloper does not submit the Architect's Certification and Construction Plans, as required by the Agreement, or (except as excused under subdivision (b) of Section 702 hereof) evidence that it has the necessary equity capital and mortgage financing, in satisfactory form and in the manner and by the dates respectively pro- vided in tae Agreement therefor; or (c) the Redeveloper does not pay the Purchase Price and take title to the property upon tender of conveyance by the Agency pursuant to the Agreement, and if any default or failure referred to in sub- divisions (h) and (e) of this Section 703 shall not be cured within thirty (30) days after the date of written demand by the Agency, thep the Agreement, and any rights of the Redeveloper, or any assignee or transferee, in the Agreement, or arising therefrom with respect to the Agency or the Property, shall, at the option of the Agency and the Authority, be terminated by the Agency. - If the Agreement is terminated pursuant to this Section 703, then as provided in Paragraph (d), Section 3 of Part I hereof, the Deposit shall be retained by the Agency as liquidated damages and as its property without any deduction, offset, or recoupment whatsoever. Thereafter, neither the Redeveloper (or assignee or transferee) nor the Agency or y Authority shall have any further rights against or liability to each' other under the Agreement. "'t'." -25- . (i) SEC. 704. This Section is hereby deleted in its entirety and a new Section 704 is inserted as follows: SEC. 704. Revesting Title in Agency Upon Happening of Event Subsequent to Conveyance to Redeveloper. In the event that subsequent to conveyance of the Property or any part thereof to the Redeveloper (a) the Redeveloper ( or successor in interest) shall default in or violate its obligations with respect to the construction of the Improvements (including the nature and the dates for the beginning and completion thereof), or shall abandon or substan- tially suspend construction work, and any such default, violation, abandonment, or suspension shall not be cured, ended, or remedied within three (3) months (six (6) months, if the default is'with respect to the date for completion of the Improvements) after written demand by the Agency so to do; or . (b) the Redeveloper (or successor in interest) shall fail to pay real estate taxes or assessments on the Property or any part thereof when due, or shall place thereon any encumbrance or lien unauthorized by the Agreement, or shall suffer any levy or attachment to be made, or any material- men's or mechanics' lien, or any other unauthorized' encumbrance or lien to attach, and such taxes or assessments shall not have been paid, or the en- cumbrance or lien removed or discharged or pro- vision 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 trans- fer of the Property or any part thereof, or any change in the ownership or distribution of the stock of the Redeveloper, or with respect to the identity of the parties in control of the Rede- veloper or the degree thereof, and such violatio~ shall not be cured within sixty (60) days aft9r written demand ~y t~e Agency. to the Redeveloper.. , . . . . .' . ..' '. '. t.,-, , t~'~-, . .. , . .,.' (d) the Redeveloper (or successor in interest) breach,-; its covenant to only use the Property for low and moderate income housing as defined in the Housing Assistance PaYments Agreement throughout the term of the original mortgage and such breach shall not be cured within sixty (60) days after written demall{l by the Agency to the Redeveloper, -26- . then the Agency shall have the right to re-enter and take possession of the Property and to terminate (and revest in the Agency) the estate conveyed by the Deed to the Rede- veloper, it being the intent of this provision, together with other provisions of the Agreement, that the conveyance of the Property to the Redeveloper shall be made upon, and that the Deed shall contain, a condition subsequent to the effect that in the event of any default, failure, vio1atio;', or other action or inaction by the Redeveloper specified in subdivisions (a), (b), (c), and (d) of this Section 704, failure on the part of the Redeveloper to remedy, end, or abrogate such default, failure, violation, or other action or inaction, within the period and in the manner stated in such subdivisions, the Agency at its option may declare a termination in favor of the Agency of the title, and of all the rights and interests in and to the Property conveyed by the Deed to the Redeveloper, and that such title and all rights and interest of the Redeveloper, and any assigns or successors in interest to and in the Property, shall revert to the Agency: Provided, That such condition subsequent . and any revesting of title as a result thereof in the Agency (1) shall always be subject to and limited by, and shall not defeat, render invalid, or limit in any way, (i) the lien of any mortgage authorized by the Agreement, and (ii) any rights or interests provided in the Agreement for the protection of the holders of such mortgages; and (2) with respect to subdivisions (a), (b) and (c) shall not apply to individual parts or parcels of the Property (or, in the case of parts or parcels leased, the leasehold interest) on which the Improvements to be constructed thereon have been completed in accordance with the Agreement and for which a certificate of completion is issued therefor as provided in Section 307 hereof. . . In addition to, and without in any way limiting the Agency's right to reentry as provided for in the preceding sentence, the Agency shall have the right to retain the Deposit, as provided in paragraph (d), Section 3 of Part I hereof, without any deduction, offset or recoupment whatsoever, in the event of a default, violation or failure of the . Redeveloper as 'specified in the precedirigsentence. ','.- .," , .~. .-~ j , . ,. "', '.: . .~- .', .:-, ., SEC. 10. COUNTERPARTS This Agreement is executed in five (5) counterparts, each of which is deemed to be an original. -27- . . . '. SEC. 11. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all nego- tiations or previous agreements between the parties, including any and all prior agreements between the Authority and Redevelope.r: with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency, the Authority or the Redeveloper, and all amendments hereto must be in writing by the appropriate authorities of the Agency, the Authority and the Redeveloper. SEC. 12. TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Redeveloper and delivered to the Agency and the Authority, must be authorized executed and delivered by the Agency and the Authority within thirty (30) days after the date of signature by the Redeveloper or this Agreement shall be void, except to the extent that the Redeveloper shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when the Agreement shall have been signed by the Agency. The Agency, the Authority and the Redeveloper covenant that each individual executing this document by and on behalf of each party hereto is a person duly authorized to execute contracts for that party. IN WITNESS WHEREOF, the Agency, the Authority and the Redeveloper have signed this Agreement as of the dates set opposite their signatures. January 19 ,1976 COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA ATTEST: . Cha~rman By "< .~ /~?/ ,p~/ // .;/7:.</ /0/~... / Richard E. GOblirsch, E~ecutive D~rector .' ,RecQrding '. '-Secretary . '.:'" . .'. . ...~ ~. - :,.'~ " ....: APP;;:;/? FO~' Keith L. Gow, Agency 1ega Counsel -28- . . . i. January 19 , 1976 ATTEST: HOUSING AUTHORITY OF THE CITY OF SANTA ANA /',.,~ 61::0, Cha~rman By ..2:~J.Wr1~.l Florence I. Malone, Record~ng-- Secretary 1:!1ft::.~ ;ef, (jj!{fve - Director & Secretary :;;;;; i f;:;' Keith L. Gow, C~ty Attorney & Housing Authority Legal Counsel 9,q.,UUJi-U/ /8 (/ / , 1976 ATTEST: ~t<~L~' s~cretary ~:-,':;;'-5:""'~:.:;~:_-:.::.,.':..,: ':;~''::::-''''"':,--~~~,.-. NATIONAL HOUSING CONSULTANTS, INC. By Charles L. Pe , Pres~dent By Vice President .:.,~~~..'~~ -;'~;:-..;~~,~~--:/-..~"'; ',- -:" --: ~~"-~~--'~ ~1:,""tj..:.,....;"f(;'~\' - 29 - . I I 25,1 L ~AlE' I".I()O' Fa /YELl H_.-~t 2,S'#'4VoOF J t; INr. @ ,j,SS'lros' fla 25-00' L = .38.!!JI' r, 2"-65' . Fa, RHo NAIL--- t!! ~ INr. rl:J. WI!l.L MOM .!f.o'S'<.v. ATTACHMENT NO. 1 PROPERTY MAP SENIO/i' CI/lZt:NS /.!cJl/SINq SITE BIRCH P.4RK N,8!J'4,,'4,z-e: 404.76 ' ~ <:. _ 1I.$!r#,'.of-Z':E, /.' 474.26""" .. .~ 'Il Ie" 0:9 . 'Il . ~ "lffT1"rTT ~ J;il~-r:Ll '151-1-:r~~2-;rT HS ~~ . "''/1ST JlSa~9' ~ 1 I I ' 130'/ ~ ~ 30' h.j:: !q~ ~~ ~ ~! ~~ ~~ 30' ~ \lI~ ,~ ~ IiI/1ST -.te F/RST'",SrREEr (SVRt'EY",-/ ~ ""!J./ I' '- , F~ WELLMw.'.JF , I ~. U'f"IJ.ITY LIIVE LOCATION IYlr/l/K S'ECONO..f7.- : I) Sevvu? I..INe- - 6- MAIN ON € (7~7}%'.(}EPrH) .t) W.4rER, J.IIVE- 4"1..,-'/.6, /S',vORTHO,Ii1. .. fr.':'~~:::;::~;:;~-8:":_C< I 'lli',CF>"tlRED ~or-:; CITY OF S,qNT,q /fN!'9 . COAfAl//NITY REDEVEL.OPAfENT /ft;ENCY 20 CIVIC CENTER PL"'IZ,q S4NT.4 /}N/l, C/'1L./F. 82701 PI/ONE: (714) 834..4228. , , ,'/'".0, ,v"'IL , Q) 4.8!).5/'~~6~ Rr 25t)C' J.. ~ .3!J.,z;' T' Z4,94' I : I I . , I --Af.# t6! ~ IAff Fa. WELl_No.</. 5,O'S'<.Y '.' FD.Mo/l/.AsNorEO- '0' SET *~ IP~ 7;19 ~,.s:.$/20 Bl9s/s OF BE19R/tl/liS: /I,5$l/ME(} ';E/7Sr" r~-}/7 /"IE ~ PI" FiRsr,$rR.EEr. ,,' " . . """ " , ,I'" J'=..!f._.~!(:;''J PREP"'IRED 8Y: J1I R. H.4YNES ~ Co LICEA/SED SURVEYORS 4tJOIY. /07J!" STREET S/'1NT/l /lNt9, C/'1L/F. .92701 P#ONE: (7N) 835-5//8 I I 1 . . . ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE Execution of Agreement. Agree- ment authorized, executed and delivered to Redeveloper by Agency and Authority. 2. Opening of Escrow. Agency shall open escrow. ,1. 3. Submission ~ Final Construction Drawings and Landscaping Plan. Redeveloper shall prepare and sub- mit to the Agency Final Construc- tion Drawings and a Final Land- scaping and Finish Grading Plan. 4. Approval of Final Construction Drawings and Landscaping Plan. Agency shall approve or disap- prove the Final Construction Drawings and the Landscaping and Finish Grading Plan. 5. Revision of Rents up to $315. 6. Submission - Evidence of Equity Capital and Mortgage Financing. Redeveloper shall submit to the Agency satisfactory evidence that Redeveloper has the necessary equity capitai and mortgage financing commitments for the construction of the Improvements. 7. Zoning Change. Agency shall ob- tain a zoning change for the property, if needed. 8. Certified Drawings and Plans. Redeveloper shall submit to the l\Uthority and the Agency the .Architect's Certification ..;.... .. " ,'.-' .. ','.' '.' ., ,>'-" bf the F1ha1Work1ngDraw1ngs and Plans. ~<.' ~ "'tt';'-' -l within 30 days after th'? Redeveloper delivers a sig:' copy of this agreement to the Agency and Authority Within 5 days after Executio'l of Agreement, by Agency. On or before January 24, 1976. Within 45 days after receipt thereof by the Agency. On or before January 19, 1976. Within 60 days after final. approval of the Construction Plans by the Agency, Authori:," and HUD. On or before March 31, 1976. On or before March 31, 1976. > ;"/'.' .~~~~; '. .,,-'......;':~<.._,~~~.~~~<;::.,~ . .~. . < . . ; ',.., .... '-, <' <' ...'.' .,' '" .-,-'" '" ..... ,.'. , i '. ..," . ' l J , ....... .-....-.---.-..---. --. .---. ATTACHMENT NO. 2 LEGAL DESCRIPTION OF THE PROPERTY That portion of "The Park Tract Addition to Santa Ana" per map. filed in.Book 1, Page 30 of Records of Survey, Records of Orange County. in the City of Santa Ana, County of Orange. State of California. ~escribed as follows: Beginning at a point in the Northerly line of Second Street (being 60.00 feet in width). as shown on said Record of Survey, said point being in a line parallel with and 40.00 feet Easterly of the centerline of Ross Street (being 50.00 feet in width) as shown on said Record of SurveYithence along said Northerly line 1f.89046'42"E.. 404.76 feet to the,Westerly line of Birch Street (being 60.00 feet in width) as shown' on said Record of Survey, thence along said Westerly line S.0008'34"W.. 244.66 feet to the beginning of a tangent curve concave Northwesterly and having a radius of 25.00 feet, thence Southerly, Southwesterly and Westerly along said curve through a central angle of 89051"26" and an arc distance of 39.21 feet to a tangent line, parallel with and 70.00 feet Northerly of the centerline of First Street as shown on said Record of Survey, thence along said parallel line. West, 350.69 feet to a tangent curve cpncave Northeasterly and having a radius of 25.00 feet, thence Westerly, Northwesterly and Northerly along said curve through a central angle of 89011'09" and an arc dis- tance of 38.91 feet to a tangent line, paraliel with and 40.00 feet Easterly of said centerline of Ross Street; thence along said parallel line N.0.048'5l"W.. 243.41 feet to tho point of beginning. RBSERVING AN EASEl-!ENT in the agen::yfour feet in width, lying within that _____..portion of that which was formerly Second Street 60 feet wide, ~~ .s shown on the map of the Park Tract Addition to Santa Ana ,~,..~ecorded in Book 1, page 30, Record of Surveys, in the office of " ,'the Recorder of said Orange County; the Northerly line of said . strip of land being described as follows: Commencing at the intersection of the center'line of First Street 60 feet wide with the centerline of said Birch Street, as shown on the map of said tractJ thence Northerly along said centerline of Birch Street, 339.71 feet, more or less ~o its intersection with the Easterly prolongation of the NQrth line of said former Second Street as shownon the map of said tract; thence Westerly along said prolongation a distance 30 feet to the intersection of the North line of said former Second Street and the West line of said nirch Street, last said intersection being also the true point of beginning; thence continuing Westerly along said North line of said former Second Street to its intersection with a line parallel with and distant 40.0D feet Easterly, measured .atright angles from the centerline of Ross Street (being So feet in width)~ as shown' on the map of said .tract. . -1- ,. " , ,. . . . Attachment No. 2 Legal Description of the Property The above described easement is to construct, lay, install, use, maintain, alter, add to, repair, re- place, inspect and/or remove, at any time and from time to time aerial and underground electric lines and communication lines, consisting of poles, guys and markers and other fixtures and appliances, for conveying electric energy to be used for light, heat, power, telephone and/or other related uses, in, on, over, under and across the described prop- erty. The bearings for the above description are based upon the centerline of First Street having an assumed bearing of -EAST" . ." Attachment no~ 2 .-;.~. . . o:e':;': Page 2 . ~. .,,:"'.~ . ;". :" ~"'" "':-' . ;...... '.- -.' .::: "." ,,..~ ". '.'~ .,- t'W- '.' ;,;",.';;;, .'.'.....-.."':. . . . '. '"", . ~... '. 9. Conveyance of Title - Close of Escrow. Agency shall convey Title to Redeveloper and Rede- veloper shall accept conveyance thereof. 10. Commencement of Construction. Redeveloper shall commence con- struction of the Improvements, 11. Completion of Section 101 Improve- ments. The Agency shall complete all Section 101 improvements. 12. Completion of Section 103 Public Improvements. The Agency shall complete the construction of all Section 103 public improvements and facilities. 13. Completion of Construction. Rede- veloper shall complete the con- struction of Improvements. ''1<. ", . ,.'.'1- .", 0'1-:';;;.. c/. ;', ,.,'\;'.'-:f'..::.._, ../. -::;:." . Attachment No.3 Page 2 of 2 Pages Within 30 days after approval of mortgage financing and a~ proval of construction plans. and in no event prior to exp- cution of the Agreement to enter into Housing Assist~nr Payment Contract between Redeveloper and Authority, Within 30 days after con ance of title. Prior to conveyance of titlE Not later than the completi0' of construction of Improve- ments by the Redeveloper Within 240 working days afte, commencement of construction. ..... \ .~.. .. ::~-. ," . . . ....:. ATTACHMENT NO. 4 SCOPE OF DEVELOPMENT Land Use and Design Objectives The Redeveloper shall develop the Property for high density multi-family rental housing for low and moderate income persons pursuant to Revised Section 23 of the Housing Act of 1937. Said housing shall consist of highrise and garden apartments. The development shall show a high quality of site planning and architectural design which provides for individual and family privacy and a pleasing, safe and well maintained residential environment. The complex of apartments shall display individual expression, but shall maintain certain unifying characteristics of structure, materials, color and landscaping which identify all elements of the development as part of a larger single en- tity and, in turn, compatible with the total Redevelopment project. All structures shall comply with the Minimum Property Standards of the Federal Housing Administration. Building Controls The Redeveloper shall construct two residential buildings with a total of 200 dwelling units and a community center on the Property. One residential building shall be nine stories in height with 116 dwelling units; the other shall be three stories with 84 dwelling units. The community center shall contain approximately 4,300 square feet of floor area. The amount of land which may be covered by buildings shall not exceed 29.8 per- cent of the Property. The minimum setback from all property lines shall be as follows: First Street - 60 feet; Birch Street - 15 feet; Ross Street - 34 feet; and Second Street - 0 feet. Parking Redeveloper shall provide a m1n1mum of 66 spaces of on-site park- ing for the entire development. All parking areas shall be de- . ;:siqned and improved in accordance with applicable sections of .'. . ' the Santa Ana Municipal Code. Parking shall be located on the same parcel as the building to be served. >.' ,"'fjj Attachment No. 4 Page 1 of 2 . . . -"";.';" Landscaping All areas of the Property that are not used for buildings, drive. ways and parking shall be landscaped and maintained. Landscapi'iq may consist of grass lawns, ground covers, trees, decorative block walls, screenings, terraces, fountains, pools and other water arrangements. A permanent water sprinkler system shall be provided in all landscaped areas to insure proper maintenance. All existing trees shall be retained where possible, and may be included as a part of the required landscaped area. Open Space Buildings shall be grouped to provide protected open space for recreational purposes and to provide safety and convenient pedes" trian routes. All useab1e open space should be furnished with benches, lighting, waste receptacles, planters and other similar amenities. Refuse Enclosed refuse areas shall be provided at locations convenient for all dwelling units. Utilities All e1~ctrica1, telephone, C.A.T.V. and similar utility services, wires or cables which provide direct service to the Property and are within the exterior boundary line of said Property shall be installed underground. No mechanical equipment or meters will be left exposed in yard areas or on roofs. Signs The Agency shall permit only those signs necessary for identifi- cation. All signing or identification will be subject to the approval of the Agency. .): ::)1' ')','::, :.,.,;.;-., '.;-.,' .,.\.'.: "., ~. , . c".' ..... . '" . ~'" -:.... , ..' ~ . . ;~; ~.'~ w..._..;, Attachment No. 4 Page 2 of 2 r . U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT URBAN RENEWAL PROGRAM TERMS AND CONDITIONS Part II of . Contract for SALE OF LAND FOR PRIVATE REDEVELOPMENT By and Between HUD-6209B (9-69) COMMUNITY REDEVELOPMENT AGENCY OF CITY OF SANTA ANA and . HOUSING AUTHORITY OF CITY OF SANTA ANA ., <. . ~": '. ~.; '". .. . ': . 'and' NATIONAL HOUSING CONSULTANTS "#, ""l.: . . . HUD.6209B (9.69) PART II CONTENTS Section P/lf'(' __..t._~ ARTICLE I. PREPARATION OF PROPERTY FOR REDEVELOPMENT 101. Work To Be Performed by Agency [Deleted by Part I] 102. Expenses, Income, and Salvage 1 103. Agency's Responsibilities for Certain Other Actions [Amended 2 by Part I] 104. Waiver of Claims and Joining in Petitions by Redeveloper 3 ARTICLE II. RIGBTS OF ACCESS TO PROPEIfrY 201. Rigl:lt of Entry for Utility Service 3 202. Redeveloper Not To Construct Over Utility Easements 3 203. Access to Property 3 ARTICLE III. CONSTRUCTION PLAIlS; CONSTRUCTION OF IMPOOVEMEBTS; CERl'IFICAl'E OF COMPLETION 301. Plans for Construction of Improvement.s [Deleted by Part I] 4 302.' Changes in Construction Plans [Deleted by Part I] ? 303. Evidence of Equity Capital and Mortgage Financing ? 304. Approvals of Construet.ion Plans and Evidence of Financing As Conditions Precedent to Conveyance 5 305. Commencement. and Completion of Construction of Improvement.s c 306. Progress Reports (, . 3<11. .Certificate of Completion 6 0,-. ~'. ' .. . .' ,~ i . . . -.,,-:,0.< HUO.62098 (9.691 Sect.1011 Page ARl'ICLE IV. RmTll1CTIOBS UPOB USE OF PROPERl'Y 401. Relltr1ct101111 011 Use [Deleted by Part I] 7 7 402. Covenant.lI; B1nd1ng UpCID SucceseOl'8 1n IDterest; Per10d of Durat1011 403. A&ency and Un1ted States Jl1gbte To Enforce 8 ARl'ICLE v. ~JlIBmOltS AGADBT ASSIGIIMEJrr AID TRAI8J'ER 501. Ilepresentat1011s As to Redeft10~nt 502. Probib1t1011 Against Transfer of Sbares of Stock; B1nd1ng UpoD Stockholders Ind1vidually 503.' Probib1t101l Againllt Trrmafer of Property and Ass1gl1111ent of' .Agreement 504. In1'ormat1011 As to Stockholders 8 9 10 12 ARl'ICLE VI. MORl'GAGE nRARCI1Il; RIGIll'S or I<<>Rl'OAGEES 601. L1III1tation UpOl1 Encumbrance of' Property 6oe. Mortgagee Rot Obligated To Construct . 12 13 13 603. Copy of Rot1ce of' Default t.o Mortgagee 604. Mortgagee's Option To Cure Defaul te 605. A&ency's Opt1on To P8.J Mortgage Debt or purchase Property 606. A&ency' s Opt1on To Cure Mortgage Default 6c:rr. Mortgage and Bolder 13 14 15 15 , ;.<, I..... ;.''''..... .,.' " ;. AR1'ICLE. vn. Rl!NBDIBS ;, ...~ " -. .. .-.;; .: '~.' . . .. 701. In General 15 102. Teraa1nat1011 by Redeveloper Prior to COI1veyance [Deleted by 15 Part I] , 103. TermtnatiOl1 by Agency Prior to COI1veyance [Deleted by Part I] 16 11 HUO.Q098 (9.6'1 SectlCID ~ . 704. Revest1ng Title in -'genc;y Upon llappenins ot Event Subsequent 17 to COIlveyance to Redeveloper [Deleted by Part I] 705. Resale ot Reacquired Propert)'; DlapositiOll of Proceeds 18 706. Other Rights and Re!!!l!edies of Agenc;y; Bo Waiver b;y Del~ 19 7C1T. Intorced Dela)' in PerfOmaDce for Causes BeJ'Olld COIltrol of 19 PlU"t;y 708. JI1gbts ud Re8dies Cuaulative 20 709. Part)' in Poe1tion of Suret;y With Respect to Obl1ptiou 20 ARl'ICLE VIII. ~:r 4IIBOUS 801. Coatlict of Interests; Apnc)' Representatives Bot Individuall;y 21 "iable . 802. Equal Bliplo~nt Opportun1t;y 21 803. Provisions Bot Merged With Deed 22 804. Titles of Articles &Dd Sections 22 . :","""'!' . ," . .t,' ~ ;,. '.:' -. , . '..'. -., "-~:"_.,.' .,';,': ~. ;.... .....u '. :.' "" ...;..".' ;:.<,.c, ~: ;;\,~ i11 J . HUD.6209ll (9,~,\ ARTICLE I. PREPARATION OF PROPERTY FOR REDEVELOPMENT SEC. 101. Work To Be Performed by Agency, The Agency shall, pI'i,)." to conveyance of the Property and without expense to the Redeveloper, prepare the Property for redevelopment by the Redeveloper in accordancp vith the Urban Renewal Plan and the Agreement. Such preparation of the' Property shall consist of the following (unless the Agency and the Redeveloper herea.t'1,er agree in writing thst any of Guch preparation sh:" not be done, or that it shall be done subsequent to the conveyance of ' Property> : (a) Demolition and Removal. The demolition and removal to the SUrl., elevation of the adjoining ground of all existing buildings, oU' struc\'ures and improvements on the Property, including the lem~ of all bricks, lumber, pipes, equipment and other material, en;] all debris and rubbish resulting from such demolition, except ,,,,. . material and debris as may be used for any filling required by this Section. (b) Reduction of Walls. The reduction of all walls, including foundation walls, to the surface elevation of the adjoining ground. (c) Breaking Up Basement Floors. The breaking up of all basement cellar floors sufficiently to permit proper drainage. . (d) Removal of Paving. The removal by the Agency or by the appropriate public body of all paving (including catch basins, curbs, gutters, drives, and sidewalks) within or on the Frc.,,,rl)'.. (e> Removal of Public Utility Lines.. The removal or abandonment by the Agency or by the appropriate public body or public uti11 \y company of all public utility lines, installations, facilities, and related equipment within or on the Property. (r) Filling and Grading. Such filling, grading, and leveling of u".; land (but not including topsoil or landscaping) as will permit proper drainage and place the Property in a safe, clean, swl11.r"., and nonhazardous condition. (g) Filling Materials. The filling of all'basements or other excavations exposed as a result of the work performed by the . Agency pursuant to thiG Section, with noncombustible materi'ol' a level twelve (12) inches belay tile s"I~ace of the nd,Joilll. <t.,;-"""'~~:-;"":';~;,"?-"r-"'7"'e. i !'l'OIIJ)dBtl ~:\.1"'I;\~~~8",t4e~ef>f.,,,,,.. ':>, "'" -'.'- ;;?--;..- SEC. 102. Expenses, ;rncorne, end Salve.g", All expenses, includit;", CUITent t8Jtes, if any, relating to buildings or other structures demol1c' or to be demolished in accordance with Section 101 hereof sball be lJor:": by, ll.!ld all income or salvage received as a result of the demolition of 9ucb buildings or structures shall belong to, the Agency, - 1 - HUD.620'1B (9.69) ~ SEC. 103. AgencY'3~1;1ons1bllitif:D for Certe.in Other Act~~. The Agency, without expense to the Pedevelo~er ..r nSFeS5m~nt or ciaim ap"-iust the Property and prior to ~ompletion of the Imp~o~c~ntu (or at suc~ earlier time or tirnP.s as the Fedevelaper and the Agency may agree in writine;), shall, in accordance with the Urban llene...al plan, pro"l1de or secure or CDuse to ~ provided or secured, the folloving: ",' .,tg) , Installation o~ Public Utilities.. 'l'be IDstallatior. or. r~locat1on (by q ,.:c".'.',y 0::" ,,:.' the nl''Proprinte public body "I' pulilic . utility cc~'~y) of such ~e"'ers, drains, water wad eaa distrlllUtion line", electric, telephone, tmd telegrr-.ph li...ec, nnd all other putlic utility lines, 1nstcllations, and facilities B8 . (a) (b) . \ . . .,.. . .~.. '. .~ Vacation of Streets, Etc. The closing and vacation ot all existing streets, alleys, and other public rigbta-ot-vay within or abutting on the Propert;;. Replattin~, Resubdivision. or Rezonin~. The replktting, resubdiv1sion, or rezoniJ.'l.~ of the Prcrerty, 1; c';ce"Fip!'Y for the conveyance thereof to the Red.evel~r. Improvement.!..!!t Exist1n5 St:oeets. The 1J:rprove~nt (by the Agency or by the a!,!,-ropriate public t:Gd~') ':;:" re6urf3~..:;<;. x-building, or new construct::';:,.., in accordance with the tccl>ll::'cal specifications, standards, CLC practices of the City, of the cxisti~3 streets, alleyc, or O'C::lf:r public rigbts-c~-ID~' (in::b~::'r.::; c,.+,(".h buins, curbs and gutters, drive and curb cuts, and drives r.etween the property line at the Property and the public rl;hts-of-vay) abutting on the property. (d) Const,ruetinn and Dedication of Ne.., Streets. 'H'e cnustrl'ction (by the Agency or by the appropriate public body), in a~co4dance vitb the technical specifications, standards, and p~ctices ot the City, and the dedication of all new streets, alleys, and other public rigbtB-of-vay (includine; catch basins, curbs, and gutters) abutting on the Property. (c) (e) Installation of Side~ks. The installation (by ~he AgeD~y or by the appropriate pub)ic body), in ac~ordenc'!: with. tbe technical Ilpecificat10ns, standards, and pr!lctic~s of t.ne G1y, of public sidellBlks along the frontage ot the public streets soutting on the Property or within the rigbts-ot-vay lines of cuch public streets, together with sodding or aeeding of ~y B\lch public ar"" between such sidellBlks or the curD lines ot ~\'ch public street.u, (t) Street Lighting, Signs, and Fire Hydrants. The installation (by the Agency or by the appropriate public body), in accord8llCe IIi tlJ the technical specitications, standards, and practices by the City, of street lighting, signs, ana fire hydrants in cODDp.ct1on with all new streets abutting on the Property and to be co~',::;truct,.,(, ~)~,""~l'~.~t to thts Section. " ".",,- - 2 - HUO.62098 (9.691 . are necessary to be installed or relocated on or in connec~ion with the Property by reason of the redevelopment contemplated by the Urban Renewal Plan and ~he development of the Property: Provided, That the Agency shall not be responsible for, nor bear any portion of the cost of, installing the necessary utility connections within the boundaries of the Property between the Improver.!ents to be constructed on the Property' by the Redeveloper and the water, sanitary sewer, and storm drain mains or other public utility lines owned by the City or by any public utility company within or without such boundaries, or electric, gas, telephone, or other public utility lines owned by any public utility company within or without such boundaries, and the :Redeveloper shall secure any pemits required for any such installation without cost or expense to the Agency. . SIC. 104. Waiver of Claims and Joinin in Petitions b Redevelcroer. The :Redeveloper hereby waives as the purchaser of the Property under the Ao-v.wrent and as the ower after the conveY8.Dce of the Property provided tor in the Agreement) MY 8.Dd all claims to awards of dllllllle;es, if any, to ccmpenlJ&te tor the closing, vacat.lon, or change of grade of any street, alleJ, or other public right-of-way within or fronting or abutting on, or lIdJaceDt to, the Property which, pursuant to subdivision (a) of Section 103 hereot, 11 to be closed \lr vacated, or the grade of which is to be changed, and ehall upon the request of tbe Agency subscribe to, and join with, the ^"ncy in any petition or proceeding required for such vacation, dedication, """"If' ot grade, and, to the extent necessary, rezoning, and execute any valWI' or other dOCUlll!lnt in respect thereof. ARl'ICLE II. RIGJn'S OF ACCESS TO PROPERTY SIC. 201. Right of Entry tor Utili tyService. The Agency reserves tor it8elt, the City, ~'1d any public utility company, as may be appropriate, the unqualified right to enter upon the Property at all .reasonable times for the purpose of reconstructing, maintaining, repairing, or servicing the public utilities located within the Property boundary lines and provided for 10 the easement8 described or referred to in Paragraph (a), Section 2 of Part I hereof. . SllX:. 2012. Redeveloper Hot To Construct OVer Utility Ea8ements.. The 'Rede-.eloper 8ball not construct any building or other structure or improvement on, over, or within the boundary lines of any easement for public utilities <!!':lc~:n~-d or ~fe'l"red to in Par~.~:raph (a), Section 2 of Part I hereof, unlhc~.' 8uch conGtruction is provided for in such ea:>cL2nt or li,"" be,," ".'P ov."d \ Y t' ;:City. Uapproval for 8uch construction i8 requested by the Redeveloper, the "-:-'!'cy c'~"l1 \I~/'! its best efforts to assure that such approval'shall not be. wi thheld unre&llODably. . . ' ~. ." .". -. -, .- '. i'-' ~.., ....~ SIJ;. 203. Access to Property. Prior to the conveyance of the Property by the P,'1,ency to the Redeveloper, the Agency shall permit representatives of tbeF.edevelop9r to have access to any part of the Property &6 to which the f~~nc)' holds .title, at all TC&Bonable times for the purpose of obtaining dct~ - 3 - . . . HUD-62lJ98 19-69) and making various tests concerning the property necessary to carry out the Agreement. Af'ter the conveyance of the Property by the Agency t.o the Redeveloper, the Redeveloper shall permit the representat.ives of the Agency, t.he City, and the United States of America access to the Propert.y at. all reasonable times which any of them deems necessary for the purposes of the Agreement, the Cooperetion Agreement, or the Contract. for Loan and Capital Grant, including, but not lL~ited to, inspection of all work being performed in connection with the construction of the Improvements. No compensation shall be payable nor shall any charge be lQ8de in c.ny form by any party for the access provided for in this Section. ARTICLE III. COlfSTROCTION PLA.'tS; CONSTROCTIotf OF IMPMVEMEN'l'S; CERTIFICATE Q1I' COMPLETION .~. .' . ", SEC. 301. Plans for Construction of Improvements. Plans and specifications with respect to the redevelopment of the Property and the construction of improvements thereon shall be in conformity wi t.h the Urban Reneval Plan, the Agreement, and all applicable State and local laws and regulations. As praaptly as possible after the date of the Agreement, and, in any event, no later than the time specified therefor in Parll6I'aph (a), Section 5 of Part I hereof, the Redeveloper shall submit to the Asency, for approval by the Agency, plans, drawings, specifications, and related documents, and the proposed construction schedule (which plans, drawings, specifications, related documents, and progress schedule, t.ogether with any and all changes therein that may thereafter be made and submit.ted to the Agency as herein provided, are, except as otherwise clearly indicated by the context, hereinafter collectively called "Construction Plans") with respect to the improvements to be constructed by the Redeveloper on the Property, in sufficient completeness and detail to show that such improvements and construction thereof will be in accordance with the provisions of the Urban Renewal Plan and the Agreement. The Agency shall, if the Construction Plans originally submitted conform to the provisions of' the Urban Reneval Plan and the Agreeme~t, approve in writing such Construction Plans and no further filing by the Redeveloper or approval by the Agency thereof shall be required except with respect to any I118terial change. Such Construct'ion Plans shall, in any event, be deemed approved unless rejection thereof in writing by the Agency, in whole or in part, setting forth in detail the reasons therefor, shall be made within thirty (30) d~s after the date of their receipt by the Agency. If the Agency so rejects the Construction Plans in whole or in part as not being in conformity with the Urban Renewal Plan or the Agreement, the Redeveloper shall submit new or corrected Construction Plans which are in conformity with the Urban Renewal Plan and the Agreement, within the time specified therefor in P~regraph (b), Section 5 of Part I hereof, after YTittc!l not1rl~,:"t"~,~;,,1. 't. -:.~:' :\:~l:""~-Y'~lop'::r of tl::1~ r~j'~t:t1.on. T~'e rro"!1R1o,...~ ()f this Section relating to approval, rejection, and resubmiosion of corrected 'COnstructionPllllis hereinabovl! provided with, respect t.o the original ", CO:16tructicn Pl::ns 0',;",11 CC:ltiouc to apply until th? Construct.1cn Ple,ns h~,ve been approved by the Agency: Provided, That in any event the Redeveloper sh~l 6ubmit Construction Plans vhich nre in conformity with the requirements of the Urb~ Rcneval Plan and the Asreement, as determined by the Agency, no later than the time specified therefor in Parqrll.ph (c), Section 5 of Pti.X't I . .. . . . ,,-:' .' HUD.6209R (?-69) hereof. All vork with respect to the improvements to be constructed or provided by the Redeveloper on the Property shall be in conformity with the Construction Plans as approved by the Agency, The term "Improvements", as used in this Agreement, shall be deemed to have reference to the improvement:; an provided ond specified in the Construction Plans as so approved. SEe. 302. Chanl!:es in Construction Plans. If the Redeveloper desires t" make any chBllge in the Construction Plans after their approval by the Ageney, the Redeveloper shall submit the proposed change to the Abency for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of Section 301 hereof with respect to such previously approved Construction Plans, the Agency shall approve the proposed chan8e and notify the Redeveloper in writing of its approval. Such change iI. the Construction Plans shall, in any event, be deemed approved by the Aaency unless rejection thereof, in Whole or in part, by written notice thereof by the Agency to the Redeveloper, setting forth in detail the reasons therefor, shall be made within the period specified therefor 1n paragraph (d), Section 5 of Part I hereof. SIC. 303. . Evidence of uit Ca 1tal and Mort "fI:e Financing. As pl'CIIIptly aa possible aHer approval by t e ency ot the Construction Plana, and, in any event, no later than the t1me specified therefor in Parasraph (e), Section 5 of Part I hereof, the Redeveloper shall submit to tbe Asency evidence satisfactory to the Asency that the Redeveloper haa the equity capital and commitments for mortg~ financing necessary for the construction of the Improvements. 8!X:. 3oJ.. Approvals of Construction Plans and Evidence 'of Financing As Conditions Precedent to Conveyance. Tbe submission of Construction Plans Clld their appro....al by the Agency as provided in Section 301 hereof, lAd the submittion of evidence of equity capital and commitments for mertsai' fiD&Dcing aa provided in Section 303 hereOf, are conditions precedent to the obligation,of the Asency to convey the Property to the Redeveloper. SEe'. 305. COlllm3ncement and COIlIJlletion of Construction of Improvem~ntt. Tbe Redeveloper agrees for itself, its successors and assigns, end every successor in interest to the Property, or any part thereof, and the Deed shall contain covenants on the part of the Redeveloper for itself and such successors and assigns, that the Redeveloper, and such tuccessort and assigns, shall promptly begin and dili&~ntly prosecute to completion the redevelopment of the Property thrOU(3h the construction of the Improvements thereon, and that such construction shall in any event be begun within the period specified in Section 4 of Part I hereof nnd be completed within the period specified in such ~ctlon 4. It iPJ Int"!l""oj "'....d prr"'"e"O' o.:t~ the l''''",d cbr.ll eo expl'~1I51y pl"ovide, tb3t SUCD aareements end co~nW1ta shsll be covenants . ,ruDIling with the 1&Dcl Ul4tbat they thall, in any event, aDd without , ..... '!'f'(l:"l'd to t'!!chntc!\l cl""~~1'ir.Mion or cl"~1.1"nt'.Uon, l".",~l or othennse, and except only ea otherWise specifically provided in the Agreement itself, be, to the fullest extent permitted by lP..'/ end equity, binding for the benefit of the community and the Agency and enforceable by the Agency against the Redeveloper and its successors and aosigns to or of the Property or any p~rt thereof or any intereet therein. ,'., .,. '~f ,; - 5 - . HUD..6209B (9.69) SEC. 306. Progress Reports. Subsequent to conveyance of the Property, or any part thereof, to the Redeveloper, and until construction of the Improvements has been completed, the Redeveloper shall make reports, in such detail and at such times as may reasonably be requested by the Agency, as to the actual progress of the Redeveloper with respect to such construction. sEc. 307. Certificate of Completion. (a) Promptly after cOlllpletion of the Improvements in accordance vit4 those proVisions of the Agreement relating solely to the obligatioos of the Redeveloper to coostruct the Improvements (including the dates for begiontr:.<' and completion thereof), the Agency will furnish the Redeveloper with an appropriate instrument so certifying. Such certificatioo by the Agency shall be (and it shall be so provided in the Deed and in the certification itself) a conclusive determination of satisfaction and terminatioo of the agreements and covenants in the Agreement and in the Deed with respect. to the obligations of the Redeveloper, and its successors and assigns, to construct the Improvements and the dates for the beginning and completion thereof: Provided, That if there is upon the Property a mortgB6E! 1Jlsured, or held or owned, by the Federal Housing Administration and the Federal Housing Administration shall have determined that all buildings constituting a part of the Improvements and covered by such mortgage are, in fact, substantially completed in accordance with the Construction Plans and are ready for occupancy, then, in such event, the Agency and the Redeveloper shall accept.the determination of the Federal Housing Administration 88 to such completion of the constructioo of the Improvements in accordance with the Construction Plans, and, if the other agreements and covenants in the Agreement obligating the Redeveloper in respect of the coostruction ll.tId completion of the Improvements have been fully satisfied, the Agency shall forthwith issue its certification provided for in this Section, Such certification and such determination shall not constitute evidence of compliance with or satiBfactiOD of any obligation of the Redeveloper to any bolder of a mortgage, or ~y insurer of a mortgage, securing money loaned to finance' the Improvements, or any part thereof. (b) With respect to such individual parts or parcels of the Property which, if so provided in Part I hereof, the Redeveloper may conveyor lease as the Improvement. to be constructed thereon are completed, the Agency will also, upon proper completion of the Improvements relating to any such part or parcel, certify to the Redeveloper that such Improvements have been made in accordance with the provisions of the Agreement. Such .certification shall mean and provide, Ill1d the Deed shall so state, (1) that any party purchasing or leasing such individual part or parcel pursuant to the . ~''ltho!'i7.,.,...101'\ h"retn c""1.<",1,,ed sh"'.ll not (becs.1Jl'le of such purchl!.se or leB'I'e) incur MY obligation with respect to the construction of the !lllpl'oveJ,;.ZJ..lI,U d',' .. ;.> ,.: ,re:i.."ting to such part or parcel or to any other part or parcel of, the - T'r~!,~r'tv; '~"T"~_ (2) ~~."-t !,."'t!ther th~ !H~ency nor f!r!'Y other party shall thereafter have or be entitled to exercise vith respect to any such 1..nMv1du.?J. part or Pl'_t"ccl so sold (or, in the case of lease, with respe'ct to the leasehold interest) any rights or remedies or controls that it may . ..',';.., ., - 6 - . . . HUD.6:/llI'S 19...9) otherviee h~ve or be entitled to exercise with respect to the Property an II. relJult of ll. default in or breach of ll.llY provil;ions of the Agreement 0l: the De.eel by the P""developer or any SUCCelH.lOr in interest or assign, unle!;s (1) :t1tH~h deJ&!l,ult or' be t.he or or g~1Y :&UCC2'$f'1)T in inte:ffll!t to or l.wS:lgn of such iudividual p::ll't or parcel with l"eSpect to tile CO'f'~[';"lt!l and 'to in Sectiou 4tH hereof, &nd (i:l.) the or centrol rel,!1.tes to lluch default or breach, (c) in t}:;is Section 307 shnll ]p '" lIuch fOl:111 e.tl 101111 enable it to corded in the pt'Ojtp.Lr office tor the record!1.tion of deeds and oth r'u1lrents pertaining to the Property, including the Deed. If the cy shall refUlle or fa:l.l to provide B~.lY certification in accordllXlce the provisions of thia Section, the Agency nhnll, v.I:thin thirty days after vritten requeat by tile BedeVllloper, prOVide the Redeveloper with a vritten stliltellleot, indic!ltlug in detail in vl:lAt relilpects the Redeveloper has fl'hUed to the nta in BccordMce with the prOVisions of tile Agreement, or is all' in default, and wl:mt lllell,Sures or acts it v.lll be necelilsa.ry, in the opinion of the for the Redeveloper to take nr perfol:'!ll in OT~",r to obtain such certification, Am.'ICLE IV. RESTRICTIONS UPON USE OF PROPEm SJl'"c. 401. Flostric and its successors and Propttrty, or any part part of the Redevelope the Redeveloper, and such eveloper lllgTees sor in in 1 contai ,an such successors successors and assigns, shall: itllelf, the on th", igns, tl1at (It) Devote the Pro~rty to, and only to and in accordance with, the uses apec1fiBd in the UroM Renewl P1M; and basill of race, color, creed, or e, lease, or rental or in the use ty or any improvements erected or any part thereof, (b) Not discriminate l?le.tional origin or occupancy of to be erected thereon, SEC. 402. Covenants) :Binding Upon Successors in Interest) Period Qf' Durat~, It is intended and lllgTeed, ~.d the Deed shall SQ expreB~ly provido, that the lllgTeereents Md covenanta provided in Sec'Lion 1101 hcreo1. shall be covenants running with the land and that they shall, in ai1Y ",,,m;... ~,d witb:mt to technical classification nr desll",natiol1, '<.r ^" ,-' W40;;], ~",\\:), C';:,G (i lr~' ,>. i>,'\~' C ' t e1<tent peJ:'1ll1t.ted by la... anll equity, orceable by, 'f.he' A€;ency, 'iter ~*., ,-,~, ; "r''-' c;:,~~ '.J lIireelll!lnt, . be. b;LndinSJ.:to the f for the beneflt snd in'. favor of,. a,UCC<;:i;LSO;:;"';>. &.::cd Property, 02~ H,UY interest in suca une J the Ui'cy nnd r>q;/ suc(;e~;;,0r 1'). J.LTJ:TCG:" t,:) part thereof, Md th~ owner of limy other lo.nd (or of f1ny land) in the Project Area \I~lich is 6ubj2ct to t;'lf' l.;\i". 1\11(1 . of tb'!! Urbr,Cl Heueval plan, IV1-U th" '.lot t. ~ l' - . HUD.<I209B (9.69) ,States ,(in the case of the c in subdivision (b) of SecUOll 401 'f;.erecf), the F;:E>~~ S$ors and assiglls and ev:el'~ SUCCefiGOr in interest to the y, or art thereof or any intereST therein, and. flny "'~rt,y in pOll ion or occupancy of t.he Propert.y or any part t.hereof. It is 1\1:1"1;l1e1' 1nt.i"llded an thfut t.he l!.gI'eo~"n, ",,"d in <>J"',','J.:;ic:u (n) 401 hel:'~of shall rew.nin in ef:r~ct for the ol' ti;:v;, or UJ1'Ul tl:;", 'lc,te, av-",cifi"'d or j in :""ction 6 of r~\::'l; 1. H.'.'''' such and covenICrt !lhl".l1 te1"l!l1nate) Gnd trUl\t the enen1:.s prOVided in ( 11) n in ,".d tb,out lililitll.'t.1cm all to time: provided, ements end coV€'unnt!! 51h1.1; be binding on t.he l'\"d~ve cessor in interest to the Property, and every pert and each p~ty in posllesllion or C14PMCY, reapeeti'\mly, only for lIuch period as lIueh auccesaor or pl!U't.y lv:",'e title to, or M int~reet i,ll, or );lClIaell8ion or oe of, tl- y or pert thereof. The te:rma "ulles fied in the Rl.mew<ll uae" referring to prov:!. the Urban Ren(;;wal Pl!m, or in the Ai!;:reem,'Olnt shall inclulie tile le."ld ll.lld illl buHd1r'," :r requb'emellts or relltrictions of the Urben R'l\uewal Pll:,ll !:uch lW.ld. . d,~d . Such l"\l!tl ill ried during I,eM ffeet, W:!.th0ut re time: been, x'e~ln or in of wll 1 have the right, @d the Un!1;ed COVellP.dlt provi the r1j;b.1;s end in equity or othe ngreef.lent or cove or COYfStH:.:iJlt rn.~~y be To Enforce. In illioii'S"Q:f' the ewdi nta. St.nt'1!!l she. idem (0) 0 and also for and ot~r parties, public or such agreements snd covennnt' ts shall (and the Deed ti.\\~ Urlited Stst.ee, fe>r- and covenanta shall be in Agency or tne Uni'Led Stt1,t'''''' ia an owner of any land or in1:.erest such llUeeroonts and covenants %'e1"t<,. 'Ill,,' the event of eny bz'sach of MfY such 'lie the right in 1:0e event. tlf 1;;""' ion (b) of Section 401 hereof, !', o maintain any a.ctions or suits Ilg!! to enforce the curing of . ... , c it or any other renefici8.;r!."'fl ('i E:lltit.lllld. . \'; ~Y:J:.,J:..V. P~Ip3:rrI01'fS #J~T ASSIQ~ The Redeveloper !:'cd its be used, for the - 8 - ,...------ --- "VO~~l! (~""l purp"'''''' oJ: of t~n' Property /me not ff,r sp.eculaUon in l['_:d holding. T!:"" Red'Ylfelov,r f,'Tt.l'~'" recognizes thl'!.t, in vie" of . (e.) the importl'!ll::e of the -redevelop:ooent of the Property to the 'bit?:'} tCE'C': of: th8 cc,t;:nt:rnJ.:ty; (0) the l!lI~de av~:,n~1;)l'" by 1"'''' !Mid for the pur}~ue of m~,ing /md other public aids ccat have bee: bY the Federal and IDcl.l.l Governmen',:; sucn redevelop:'J'f.ent possible; cU1d (c) the fact that e. tl"".mafer of the etock in the Redeveloper or d' a. llubllt~mti!!J. pal"t thereof, or /mY other act or tr/msactiou involving or rellulting in a significant change ill the o;mershir or distribution of such stock or with respect to the identity of tb~ perties in control of the Redeveloper or the degree ther'eof, is for practical urpollell a transfer or dispolli 1:.10n or the Property then owned b the Redeveloper, eloper, and its stockholders, anil the Af,ency. The Redevelop"1: of such qUllliflcatiotls and identity il.greeJllent with tb.e Redeveloper, and, accept and rely on the obligotio~~ of of all undertakings end t requiring in c~ditiou a sucb perfomance of all undertnll.ing" . the qualificatiooll and identity of are of -pIll'ticull',;r:' concern to the c furthor recogni~ell the.t it is bee that the Af,ency ill entering into t in 50 ill further willing to eloper for the faithful c e Di?l'-;,by by it to be surety bond or s:l.milar undert~dng and covenllnts in the Af,ref'llOOtlt. . SEC. 502. t Transfer of Shl'..:res of Stock; Bindtn&1; "" , , "" , _,,<..._~__.,,",^_,"ii$i; ~<:>'%'L!:!.~:;r!l21de .'or the foregotng 1",a50118, the RedevlOlojYe',' reprea::?:Ifr.;3 n.;;:;o - ita Ertockliolde:~rs, and, eny StH;CeS80:r 1Jl interest ot itself and its stockholder6, re8pe~tively, chat: Prior to completi9l1 of the Irnpro-,ements a.s certified by t.he Agen~y, and vi r,hout tlle prior written approval of the .4gency, (a) there shl.l.ll be no tra.'15fer by eZlY party owning 10 percent or lIlOre of the stock in the Redeveloper (""lich tex.., shall be dee!t-'5'a for th.e purposes of this and rel!4ted provis:l.ons to j,ncl','6.' successors in interest of such stock or any part thereof or interest therein), (b) nor shall any such owner suffer W1Y such transfer to be rne.dc, (c) nor shl.l.ll thore be or be auffered to he by the Redeveloper, or by !'UlY owner of 10 percent or more of the stock therein, any other similarly signific~nt change in the ownership of such stock or in the relative distriln.ltion ther0of, or with respect to the identity of the pnrties <.r, control of t,l'le ot' the degr'$e th,e:reof'1 by e.ny other met,b,()d (1~' ~,"i?:0"~i::y \.f>:''',',~t},'',,"!, f,",~r ~,~v:"'''''''''F~:':~ ('~~,,~'~,)'1,},5,7ot~('-y.. r~r,"\".-:c:,~1"" ,)/,!,tl} ?'_\10t~f:C~:' l"'q~"-0f'-~"'" ,q,' corporate or Oth0C ~,n~ents, issUtU1Ce of aaditional or new stock or cla.ssif:l.eatioo 01' stock, or otherwiae. With respect to this provision, the r:):"flr-;'~)';~: 'Yj;,:,;~~ '''>1 +" :; .1_ _f .'! r;, the OD. b~h:r~.1f of 'r,he- Redeve101'er c,,;:,t 'they hEve the e\lrt;horHy of all of its existirl'~ to t>::;/<;c to p%:'ovlsion on tb.eir beb1:\lf and to bind thf>:FI w;l.t,h thereto. - " - HliD.620',a (94<)} ~'eeti 503. Px'ohibition ,~f,!',inst 'X'nwafer of Alao, for the f(;;;::,,;going rllUOOS the end.: it.s GJ.H>' !;:'<.<:{)!,,'S ;:rnCl Pro.e:::rty and ABa1.f'pment cf Fi-edeveloper represents'and ! \hat: . t,,,,; '"c:;;,j (1) lJy w"y of obUi,1n1!1!1; f),J,1Y SUC"-"::<;:J$.';(;!' .$......,"" (1.) th"", nU""'Y"f"\'--''''' ," 0/ .v.._, 'd.-" r ,~s/.,,,,;-~ ",I; 1'1ecetH;~Mt"Y to en{;iLble the I\e-de'\o"elQp'"'?Y' O}~' in :tut1:1"~Bt to th4:~ 1 or ii:.ny j,t" obl:l,n;'lti,O!\!l ,,'1th r,eflJ;>ect to l"s.ktn.r, the' , n:ud (i1) any ,,\ purpose authorized by the Agr~e~nt, and ty ~u;/l to the (2) 1M'! to MY individual parts or parcels of the Property on which the Improvement!;! to be coostructed thereon beve been completed, ~,t\,l 1;J;lich, by the tams of ';he Ag:reeltemt, tho ~edevelop~r i8 authori~~d to conveyor lease as such Improv',nllcntll ar<1 cOlllPle tea, . the Redeveloper (except a:; lIO author ) has not made or created, and till"'" it will not, prior to the proper c tiotl. of the !wpTovementa a,a certified by the Agency, make or create, or suffer to be made or created, s;{r:l totti1 01'" pa'!"tial sale, con\~e:)'"'Mcet or lease, or any: trl,lfJt or po....rer, or transfer in &lY other e or form of or \l1th x'ellpect to 'c,"," Agre/$:;:,ent Ql" the Pl'oporty, or fJ'!xi thereof or ony interest the-et'.;, (1" fk1Y contract or I".greem",nt to do ell the eMlc, without. the pr'ier Vlrltt,t, .\pprovliIl of the At~ency; i'rovided, 'I'hat, prior to t"", iSSUMce by ti".. Agency of the certificate provIded fer in Section 307 hereof as to completion of conatrucUoll of the Improvementa, the Redeveloper may entu:, into 1!\l:I;f ll.greement to sell, lease, or otherwise tZ'l!\l:Iafer, after the i$!lUill1ce of euch certificate, the Pnrperty or !\I,ny part thereof or inteTd'~t '1hich <1greement ahaD not pro for payment of or on accovnt o:c the purehll.lle prlce or z'ell'(, ror the Pro ti, or the pGl't thel'eof (,I' l.l.~ interellt therein to be eo tr{illsferred, prior to'the issuance of such certifiC!l:te. (0) 11l'ovided The A~ency ahall be entitled to require, except as otherwise in the Agl;'NH1X",t, as conditions to allY such app1'o"9.1 that: . (1) Any proposed tr~}sferee shnll have the qualifications and financial responsibility, as determined by the Agency, necessary Md Mequate to fulfill the obligations undert~,:(':;;1 in the Agrce):C~nt by the Redeveloper (or, ill the ~ven \, u;c trannfer is of or relates to p~rt of the Property} such t.(} tL\,; c.}{t<~nt tbx-.,:t they relHle to DUr':h PH_,:i;,}" tL:.: transferee, by in5tru~ont in writing to the Agency and in form recordable among __,.",,,,',.,.:,, "J: ,'" .'0 i+ "'-if' ,,:;!1 t+,-~ Gt'Cr:E:-2FOrS :Rr\(~ f Ol~ Ut'i) eol.J. of Uw' of 'the Agenc;y j t:li.-:." i;)us- of the RC';~~;"';".f~ 1 1" (2) Any proposed satisfactory _,.J.;J;':,:; , expl"es111y &ad . 10 . . . . f." HUD"61f\t3 (9..5>;i) under the Agreement and agreed to be subject to a.ll the contli Lions !',nd 1""1)t::-ict10ns to which the Redeveluper is subject (or, in the event the tranofer is of or rel'ltes t, pnrt of the FroF~rty, such oblig'ltions, condioions, and restrictions to the extent that they relate to such paro): 'l'bn.t the faet that any tr$~nsferee of, Qr Bony succe,-,sor in in,erest whatsoever to, the Property, or e\ny thereof, shall, "lmtever the reason, not hr.';," such obligati0ns or sO agreed, shall not (unless eJld only to the extent otherwise ,specifically provid0.J. in the Agreement or agreed to in writing by the Agency) relieve or except such trMnferee or successor of or from such obligations, conditions, or restrictions, or deprive or limit the Agency of or with respect to any rights or re~edles or controls with respect to the Property or the construct:l.on of the Improvemen'ts; it being the intent of this, together with other provisions of the Agreement, that (to the fullest extent permitted by law and equity and excepting only in the manner and to the ex'tent spec11'ically prOVided othenrine in the J\.greement) no transfer of, or change with respect to, ownership in the Property or any pnrt thereof, or any interest therein, however consU!lllll!1ted or occurring, Md whether voluntary 01' involuntcry, shall Opel" ,legally or practically, to deprive or lilllit the cy of or with respect to y rights or re~~dies or otr018 provided in or 1"0 ing trom the Agreement with respect to the Property d the .construction of the Im:provcments that the Agency would have had, had there been no such transfer or change. (3) There shall be submitted to the Agency for review all 1nl>trUl!ients l'k~d other legal doc=ents involved in et'fect..!ng transfer; snd if !l.pproved by the Agency, its approval shnl1 be indicated to the Redeveloper in wTi.ing. (4) The consideration payable for the transfer by the transfe!'u' or on its bchnJ.f shall not eJtceed an llmount represent.ing "J,. $ctual cost (including carry:lng charges) '\,0 the Redeveloper of the Property (or allocable to the part thereof or inter0f!t therein trMsferred) and the Improvements, if MY, theretofore mAde thereon by it; it being the intent of tni, provision to preclude assignment of the Agreement. or tr~i.'.3)' '{' of the Property (or ~~y parts thereof other than those to in (2), (a) of th1s Sectir'\ ";'~ f~{W,o<~,~,!::l,,~::,,; of t~le "" '" F' ~,,'1 ,.. ~ 1:'" ,,-', - 11 - HllU.6~09B {9..i;l9i (5) The Redeveloper and it!; other conditions as the to achi.G've u.uc. s:,fegu~1>r Act and the Urt.,"n transferee shall eQmply with such y may find desirable in order of the Urban Renews.l . Pr~~id~d, That in the abaence of tot1i:;'(~OK1trc1;X'Y, no sucll be d~emed to relieve the Redevel by the Agl:'''$;~nt 0),' f~~~ any of its obligntionn written agreelOOnt by the Agency 1 by Agency thereof shall yother p;>>'ty bound in any we.y '{. to, tt;.e cQnst~uctlQn of the with re~~ect thereto. SEC. 504. Information A'13 In order to assist in the ion of t~~~- the statutory objectiif~" 1Y, the :R0dev~lopcr pcr10l1 between executiol' of t e AgreelOOnt ~nd co~pletion ta ~s cert1fi the Agency, (a) the t\Q;developer will pI"omp tll,'~ Agency of and a'1 wklataoC70I" in the o~crehip of legal or benefici or or er act or tri!>.l:ll!!lI.Ctioo inv01 ving n,g in any change in the of su.ch stock or in the rel but ion thereof, or with o the 1t\entity of the p!l\rtie 01 of the Redeveloper or thereof, of which it or an ficers have been notifiea have mo'Jledge or ini'o and (b) the Redeveloper shall, ~ or tll,1l1i6 lioill the Agca1:lcy t\l:rnil'h the Agency wUn p. llt1l>t<:m..mt, lI11bl'cr11:>, Prellident or other cer of the h an of the tockho1(:.'1:'.) oper end the e.l~t respective hold-in,gs, in t":" ice ~ve a interest in such sto eiT na!l\!le end the extent of s\lch 1n all detemined or indicl'kted by the records of the Redeveloper, by uiry lllflde by any such officer, of e.ll p$:l."ties who on the ';Mlill Q ell l'ecords 0 percent C,K mo~ of the stock in the Redeveloper, ~ld by lIuch other knowl i:1.t'O,7,:::c;ti.on !1"1 aucn officer sP!'ll hiJ,ve, Such l1etsl da.ta, an mati('Kl a1Wl1 :I,ll. any event be furnieh;;.,d 1. iately prior to the delivery of the :!><!ed to tr'~" :H cQndHioo precedent then".. l'.ud m:mue.lly thereeJ"ter on th l' the date of the Deed unt11. t.' " issuance of a cert1fic~te of completion tor all the Property. . -AFrICLE VI. KOR'l'CMIJE FDANClm; llIGm'S OF MQRroAGEES . SEC. 601. ~~tl!,tion Upon EneUlllb!~~! of Prq)?ert;"l' Prior to the completion of the r~provelOOntll, !1S certi2ied by t~e A~ency, neither the ned~fv~lo:per nor eny aucceauor in inte:r-aet to tl/~ or any ptl,rt; t~"~,~"r' ~1::L~ll in c;;r'i or ~lj:lJY ct/h,er t:rf~DtH:%ct.ion cTf':Sc,ting ff>:D,,,:! mort,g:'" '~:" OJ!,'' ,,:.d';":"~";'k; ""'''~i.>"".. -',,-,_ ",;J,;::...';. u;"" l:>'.-'~" l'~,: \;.,,; \,' '';"-;:-} e'~f.n'{,120,~" f'7r?-;""'~' or opel'lAt1on of law, or euX':(er any encUIllu:r'ance OJ:' lien to be lllade on OX' aM-flt''I1 to the Property, except for the. pu:rpoliltle of obtaining (8) fund-a only .c,-t,} -~L:;: '~~~C(,0"~rt 1.:.'~''->'~~''4';'q:'''.,r it,.':' tL<;: :,~-::,,1 (i~.) t:H1C:h <~{ldlt:~t:,'" funo,e, if any, in c.u "'i:S".ouut not to exceed the Price paid by L1'" R,:::dEf1felop:e.:r to t;;,o: nllCCi.:2G01" 1n intel':cs"t) ;':J " the :tn U'~'%"--<:~nee by mortge.ge 01" Qt1'lt ;-'{" .... 12 ~ . . . HUD..2l>>a (9-<19) similar lien instrument, it ~ropOBea to enter into with respect to the Property, or any part thereof, and in any event h ahall promptly notify the Agency of any enctL~b"e:nce or lien that h.."ll been c-reated on or attached to the Property, whether by voluntary act of the Redeveloper or otherwise. For the purposes of Buch ~rtg~e financing as IDay be made pursuant to the ~eemant, the l?roper"ty ex:!, O.t th~ option of t.he Rcd,eveloper (or 6UCC,",,,fu'or in intere$t), be divided into several parta or parcels, provided that Buell, su~~ivisiQn, in 14~e of the Agency, ill not inconsistent with the pur;-:O:lell of llrbM Plan and the Agre!Omant and ia approved in uriting by the Agency. SEC. 602. P#.orti\/bgee Not Oblip;/bte Construct, Notwithstanding!lr:Y of the pruvieion~ of the but !lot limited to those which ~ or are intended to running with the lMd, the holder of any:w:.:rtliJ;ilge ll.uthorized by the Ag~'eement (including IJII:! such holder vho obtains ti Us to the Property or MY pa.rt thereof IJ!:I a. result of foreclollure proceedings, or &ction in lieu thereof, but not including (a) any other P"'~Y vil0 theree,fter obt~n!:l title to the Property or such ~t from or th1'O\Ia;h such holder or (b) MY other purchue1' at foreclosure sale other thM the holder of the mortgage itllelf) shall in no vise be obligated by the provisions of the Agreement to conatruct or complete the Illlprovements or to ee such construction or completion; nor shall any covenant or provision in the Deed be construed to eo obligate such holder: Tha.t nothing in this Section or tmy oth'!!r Sect,ion or prOVision ot the Ag:reement shull be deemed or construed to perm! t or a.utl1orize any such holder to de....ote the Property or MY ps.rt thereof to MY Ufile!l, or to construct ~~y i~Jrovement& thereon, other than thoae uses or improvements provided or perillitted in the Urban Renewal PlaX! and in the Agreemant. SEC. 603. Cop of Notice 0 ee, Whenever the Agen"'y ahall deliver any notice or uith respect to any breach 01' default by the Redeveloper in its obligations or covenants under tbe ~eet~nt, Agency s~",ll at the same ti~ forward a copy of su~h notice or de~~d to e~ch holder of any ~1'tgege authorized by the Agreement at the last addre&5 of 8uch holder shown in the recorda of the Agency. SEe, 604. Mortgagee' II Option To Cure Ilefaul tll. After MY brea.ch or default referred to in S~ct1on 603 hereof, eech such bolder shall (insofsx as the rigbtll of the Agency are concerned) have the right, at its option, to cure or remedy such breach or default (or such breach or default to the extent thet it relates to the part of the Property covered by its mortgage) and to add the cost thereof to the mortgage debt and the lien of its mortgage: Provided, That if the breech or default ill vith respect to construction of the L~rovements, nothing cmltained in this Section or any othor Section of the Ac~~ement shall be deemed to permit or authorize such eith>:;~r before or after fo:t>ecl.oGu:t'e or acttQll in lieu thereof) :tc unde:i"'te:.u:e OX' CtJiAtiHue -thz;- COH-f1'CX'uc0ioo, QJ: ,;,.L..".i.f vi 1,1.<2 .-::~;,:,~:L(~-,.' (beyond the extent neceasary to conserve or protect llnprovemem;s or ('^"1'lt'l'11ctlo-:1 alre5l1y made) without first having expressly assumed the to t~J.C 'w"1."::..tt,en G$tj.G:((v:~t,(Jry to 1,he , , in the m1)nner provided in the Aj;1,re(:!~ent, the !Jlrprovelllen1.5 on - 13 - . . . . HUD.6209B (9.69) the Property or the part thereof to which the lien or title of Buch holder relates. Any Buch holder whb almll properly complete the Improvements relating to the Property or applicable part thereof shall be entitled, upon written request lll!$de to the Agency, to a certification or certificetions by the Agency to !luch in the mMner provid"d in S,"CtiOXl 30'T of the A,greemert, Md any Buch certification shall, if BO requested by such holder, meM !lJld that if';/::JY 01.' rights wi.th renpect to r?captu:re of or reverdon or :revellting of title to the Property that the P>!Q:ncy Ilhall have or be entitled to because of failure of the Redeveloper or MY successor in intel~st to tl~3 or any p$~t to curs or c~y default ot to the construction of the Iroprove~ents on other psrts or t the Property, or beceuse of MY other default in or breacb of the Agreement by the Rtodeveloper or such BUccessor, shall not apply to the part or parcel of the Property to which such certificatial relates, SEe, 605. enc 's e Debt or ~chase Pro crt , In any esse, where, to or by the l1edcvelopcr or llucCe!lllOr in interellt) under the Agreement, the hol.der of any mortgage on. the Property or pe.rt thereof (a) bu, but does not extl'rcise, the option to construct or complete the Improvements relating to the Property or p!lJ:'t tbereof covered by its mortgage or to '.hieh it has obteJ.lled title} Md such failure continue~ fOr a 00. of ~ixty (60) days after the holder has been notified informed of 'the default or breach; or (b) undertakes construction or completion of the Improvelllent~ but does not complete such construction within the period as agreed upon by the Agency lill'ld such holder (which period shall in any event be at least as long as the period prescribed for such conlltructlon or completion in the AgI'eC~)Cnt), and such dei'nult eh~l .!lot have been cured within sixty (60) d~ys after written demMa by the "Jfl,el1cy so to do, the Agency shall (and every mortgage inetrum<l'.llt w~e prior to completion of the Improvements with respect to the Property by the Redeveloper or successor in interest sh~ll so prOVide) h~Ye the option of paying to the holder the amount of the lllOrtgage debt Md securing an I1IH;ignroont of the mortgage and the debt secured thereby, or, in the event ownership of the Property (or part thereof) has vested in such holder by way of foreclosure or action in lieu thereof, the Agency shall be entitled, at its option, to It conveyance to it of the Property or p!lJ:'t thereof (as the cnGe may be) upon paYll1!ent to liluch holder of an fJ..'l1ount equal to the SUll! of: (i) the ,mortgage debt at the time of foreclosure or action in lieu thereof (less all Including tl.iOS8 fro'" c-:,nee-tion p,nd up-plicct.iun 0", " >>-:';""Hi'", l.__,;c:J (;(.L;:;::.:;c, l..\H>..v/,-.~ 2";~>;:>__ ~.. ,.", -~.. ,-"i-.- proceedings); (ii) all expenliles with respect to the foreclosure; (iii) the net expense, if MY (exclusive of general overhead), incurred by such holder in {',11d u;.; 8., d1:t:''E:c's I suIt of the <.- ,u. '.':C:,i;;:trt of the Pn'N~rty; (iv) the co.sts of MY lNprovem'i'nUI m5de by such holder; and (v) M amount equivi.lJ.;"nt to the iXlterest th0t 'douid haw, aUTued on the - 14 - ., . . ". HIID.6209& (9.69) aggregate of lIuch amounts h!l.d all such 8lllounts 'beC<::.>lOO part of the lllOrtgage debt and'such debt h!l.d continued in existence, In the event. of a by tbe , in or of any of its obliga.tions other instrument creating an reof', the Agency may a.t case the Agency shall be n upon any other rights or Agreement, operation of law, lopeI' or successor in interest Agency in curing such default or (or the part thereof to which the by) any then existing and Rolder. For of the Agreement: include a deed st or other instrument ce or lien upon the Property, or any part thereof, as a OM. The term "holder" in rei'eren"e to a. mortgage shall surer or guarantor of ,obligation or condition secured by deed of trust, inc but not limited to, the Federal er, the Adminillt Veterans Affairs, and any office of either such offi 1. AmCLE VII. RHDIES SEC. 701. In General. Except as otherwise prOVided in the Agreement, in the event of rmy default in or breach of the Agreement, or any of its termll or ~onditions, by either party hereto, or any successor to such party, eu I' successor) shall, itten notice from the other, diately to cure or ch default or breach, and, in any even, within sixty (60) days at' ipt of such notice. In case such !letion ill not taken or not diligently pursued, or the default or breach ahall not be cured or remedied within a reasonable time, the aggrieved party may institute such proceedings as may be necells!l.rY or desirable in its opinion to cure and remedy such default or breach, including, but not limited to, proceedings to compel specific performance by the party in . default or breach of its obligations. In the SEC. 702. event ,that (l!.) th~ Agency does not tender conveyance of the Property, or possession thereof, in the manner and condition, and by the date, provided in the Agreement, and any such failure shall not - 15 - HUP.620'111 (M9l ' . (b) be cu:-ed witbin t.birty (,O) days after the date of 1Jt'itten delll!Uld by the Redeveloper; or the Redeveloper sl1ll11, satisfactory to t the Agency that it effort for a peri Agency of the for the construct terms that would builders or contr provided in such after having suomi Agency, continue 1. financing for a period but without success, after p:-eparation of Construction Plans furnish evidence satisfactory to been unable, after and despite diligent sixty 60) days after approval by the ion , to obtain mortgage financing the Improvements on a basis and on be consi.dcred sat:l.ll1'actory by nts 01' the nature and t~ye s, and the Redeveloper shall, snce and if so requested by the nt ef1'orts to obtain such of sixty (60) days after such request, on of the Redeveloper, be terminated and, except ~ith respe,t to the (e), Section, of Part I ah$ll have any further other under the Agrelllllent. then the As,reelllent sh$ll, at the by written notice thereof to ret of the Deposit as proy ~ e1 ther the ri nat or liabil . SEC. 703. Termination by Agency Prior to ConveYMce. In 1;he event tl1llt . (II.) prior to conveyance of tl1f.. Property 1;0 the Redeveloper and in vl01ll.tion of the Agreelllent (1) the Red attempts to or in the l!e80r in interest) assigns or ement or any rights therein, e ownership or distrib r or vi th respect to of the Redeveloper or (b) (:l.i) there is MY change the stock of the Red of the parties in c tMreof; or the Redeveloper does 1. Construction Plans, as req.uired. by the Agreelllent, or lU excused under subdivision (b) of Section 702 hereof) evi tha.t it hItS the necessa.ry capital and morti~e finMci~, in satisfactory form ~er and by the da.tes respectively provided in the therefor; or (c) the Redeveloper doell. not pl1;)' tblil k'ux'ehl1;se .Price and ttll~e titl", U) .' the Property upon tender of conveyance by the Agen to th~ if any d~rault C~ failure refer lI.ubdiviaions ) I1;nd (e) this Section '703 sh$ll bred ~i thin thirty (30) dl.',ya €tfter the date of vri tten delll!Uld by the Agfl;;acy, - 16 - . . . Ht',', .:~"i?;J {:-',,;;; 'then tl2~ I\~",,~nt, and any rights of the Redeveloper, or any at;"i;.;r;cd lH' trdld.'er;e;e, i.. the or /l.rising there:l'rf)l\'l \;ith re'q,,,"t. I:.u t."," .Agency 0> -We et, the option of tl'>e Agency, he by t:.;,l) ~~"'nt" ~s p'i"ovided in P'\rl>..gr;apil. (d), Sec.' fel :. PlM't 1 the J::cJl'::Jlli t t;hlU1 be retained by the A",ellcy ~ J 1. m:;jL\lt~ $iA~ :itr; pi "SiJrR":! deduction, off~~,:BtJ' ell' ;r }t"i"'{," 'fli/),1;,l;..{...;-,;-or, 1:'1<1 nettl!':l:!:' 'the ~devfllope:r (or <J,sllig'1l"le or . 1 ..co !/4ilfj,7Jli,C!I lli,gainst or l.i;.\hn~,ty 1;0 ,',; t:,~__5 ",.> t,,:j>:~ llE:C:. 704. ~ve!lt:l.,n<; T:l.t1e :l. ;t(1 Cti1~'t'F~jlt~1f&~e to""!;~t;{Ie~~'Io~;: ~}.,_"-.,.~ ~ _ _>W>_ ot ti't;,z l"'k"'-J;;;k~:;!.ty 01" 01lY p:!'1l"t tbe of the Ill'xpro,e~nts as tL~g-t. (I the Redeveloper Ilill,d ,.3'101' .., certified by the Agency (<1) (or succell80r :l.n intere!lt) !lhall delaui'" 1.n O' viollli'lte its obl:l.ptionll with respect to the cO:lrlt,!'\lCI. ,r': Ii::lp:rcrrel':'ellt!l (indudiPS the nl!l1;ure &In the dste\l tor t:'e 1121:\ the:reof), 01" 1 Ilb&ldon or $lubs1';:;",l:.i: ,.:'" ..' Cll1ilotx~\lcti{'::1 WQ1:'k, &ld uny !l defa'-l..tt, violc,th-r::, ':: ...,,{',;.. ",)1;, or ll~l!lpi!'nliliou ahlUl not be cured, endec, or 1 cr~ed lR ~A ....., l':} :.:.. 'i,:':: , tH (1:111: (6) months, it the (lef:'\'.11.t :!.s ,,,: ;', ..., t"" d\1ltill foT' c~!lletion of the 1lIlP1"ove~nt!l) !!'f'tcl' \.;;Utl,' ..... " tb.~ Jt~e'Ucj" no "to t..1{1; or '1"- t 1f ~~,,~c:~"~, ('1>) the f,llc;e.....Jlc.."'):' (or lI\lcce!\l!lor :l.n ir\tl':re!lt) ll'h(!iU fnl.1 t. eot!l;te troti'll'! or alllle8!l~nts 00 the plf'operty ot. <,,:.y r......- wen due, or shlU y encUlllbr&lce c-x' U..." UIlll-uthorhed by the he.ll suffer ;!;r!.Y 1:: \" ~t.ttv:;h~:Y;jnt to \,,~ Wlloe:, or al,men's or 'fj(!!f.'eb,~ntcB~ or troy other 'OJlr;J;1.rt;hoifi~ed e or lien t,() crt tEhlT, ,j 't~ea or s.n-sen;::i.-";'~l':rt.s b,,,;,t~Il 1):'( tbt] or liem I'e~'idCd or vision !I!:l..tidl',d ArJ,ency for ' or ;~'I; ninety (90) il.t.:l..Y1l vr1tten delll'Jl,.Ud by the '~'; 1~ ,-u.nt' 1. l~m, ,to ,;" )" ~" 'S; t(i ,'! (c) 'tk.wre ill, in v:l.olation of the lli.-ree'w,0nt, &lY t' ;,D:'1 ,,' ", Prc]poTty or lmy part thereof, or Uliry ch..v,nge l.D tlle i.' "j' d1l!t)'ib11tion 0:1' the stock of the Rl:!<:le';eloper, or ",Hi t. ...., ,1:-' t'J tn'll ident:l. ty of the pe,rties :l.n contl'ol 0:1' the ';,.1 ",1)1 l.j' t', ',' de~ee Ul.e......'H)f, and 811Cb violation stAll not t,., CU.",1 I,i+' " Ililtty (60) ,\t:,ys !!J:' tel' vri t tel\ tlrle t . ;~4~'-'';'' 't"",,; ,".1 _1''1:"",, t, t~o r--e~"r':_":t":'f r.p(I, t~":fn 'f"":"-' ,'J! ProlfeTtr llM t~ te:rm:l.llil..tll! (&ld revest il:l tl:l-.., i>s.;,;ucy) ",... , tbe need to the Redeveloper, it being tbe intent of tl:l1s provislon,togll'Ll,',,:' \;.tb v.,..k.. ;" ' "<<::,:,,,:nt, tl......t. 'r"..., ^1' H'", P!':"'lH>rt,y to 't:u::~ W-""~ upcn:t, t.l'H~~~ t.Fl>& ~--i..:. - ~ Co:J,"'.t"4~;Il to t.' eif~ct tb.t1t in t;..,; C'I'!'\",t ("::" f.''! f'" 'nl' ..,' " .: '.", m' :I'il'tction by th~ ne\:le'\lelo":"'l" ,I H", " ' 0,';~( :;1 (, (t,), (c) of this S\\1:ctl.,.:1.- 'l'~'t, ~'\.. " .. 17 ~ HiJU ,,{.,'i v'1i:i 19..11 . Lc,..(",oitH.\ .' ')j ; I, t" .-; I i,""f1 l.".ll ,:-n OK {;)',1-1(:<:C [\,C';>.LUi1 or end 1 or t$brogate su-ch C,,,,l 0,ul \0tt?11n tlF3' $,t 1 tn opt_:lott m;;!!',:! d" : i <'.n: h sn~l Qf all tf:!_K:: >,~ /' d '"u to t>l'€::; J;;,';,.",,: l' c,\ 1 1 ~i;: "~ , t.h', ppdeve10per to remedy, '1, ; ':i;::ionnJ Ur',,:; of the t C' (:':;\,' " 'r,; :}i, ",' :tj~ 0)':' tJ-~je to <:;;,r,,;j in t,t~,Ji; CpLY'} ,,'j"'\{ <.:'s L,'16:G 0tH.::tJ ccra,:U'Liol1 in t,he Agency " ~ + '1 M'^','''' (1) 'be subJect to ~md Lcd. y,~ ./,-;; 3:, > - t< ",),'" t,' it~Vi1.1id, or li,d.t in any way, (i.) l.h" liea \I' v.,,"y mung authox'ized by the tUlU (:[ i) ~u'<l 1'.i '.n, ' t pl"ov:fded in the Ag:reeu:,ent for the Z)';':' c'f t;'e bU'LC1f::l-'!;; (of such and (2 ) !lh~ll not apply to individual parts or " 01' c1:,.: (or, in the ClMile of pElrts or ).. :....., t::" :. lnterest) an wh1:c11 the IlUp:roi'teni{~:rrt.s tcs ":'>'^:)'Y'n:t(,,~ ,J have been ccmpleted in 8CCQraarlce 'wj.t,,, ,'..1'." . :which a cert1i'ica.te of cQmpletion i2" ,l.~/. ::,,'-' in Section 307 hereof. 1-:: :pc: ',i 'y'eCiH , if' ,\ . 1.1 J.<i,.,.Ution to, Md without in MY W/1,y lim:! ',:';'Ig .-' f"r in the l'1:'eceding !lfmtenct~, right to retllcin the Deposit, &8 provided in ',; C ;' , ,,,J.th0ut any deduction, thv evc:nt of a default, nolation or failure oi fled in the preceding sentence. SEC. '{05. Resale of React! V'j\}i~* thE: revestlng in the ~:t::n(; in Section 704, ',he ,~<~ ' ;,'r:H' 7:' UF' '\''''1' ;:,r,,' ~"t h~q'~,'"'''' ti:;t, :"_t>~~ \ .cf" t OA:' ~" ".,><,-,T' , '~".'" ; """ '.- 'j':'..A;,,; ~", ;,\1 {,;"" "','ie' Ul':'Y!:'(}( 'tv :;. 'L;;" t',ii-,),,,;g' 1,)",-,U,L.0' l;f,1.W'j U.Q':: i";:,s 1::,,';,;;t.. tei :t;!:..Sz;~,..i " to such liens and leaseht11d. 1u '"c~ ,..- ,-'-~ ,> ", l:\>k~tn_ m-ad pl"'ovid:ou) 0:'-0 soon end in sueli mUJJXH.~l'"' b0 Utc. fe;",:':, (tusible and con.sl&'i,A;nt with the objectlv2::s 0:t ~; ~ d. ,,,[ P1M to a qualified Md responsible ~'" ,(I,!. liS tlj,~; ~;/b}::;. \Ji11 e&s:u~ the ,t or such other illlpJ:"over~\'mtEl in thejr 5'''' I'. ~.s ,-,.0 L:rf't:;, to th0 Agency 1f1.nd .in lticeordanc;2 v;'i-"'~'l '-.,J.~~' J..",~._>- c \\~h o~' thereot' in the Urb".n H "e. v,"l , h',. . d: the 1?:"o'pe.'ty, the proceeds l.hereof en/I,ll bcc ('-~. ')'n (: " ::1.":1. U,,"w tt':" :\1 n~;tl f;;-t'u "\,,, "{ ," ;::ill l 't, , ,,~< 1/ .\~" ,g - 'j" (s) Firllt, to reimburse the A/!,ency, on j el, ,HI, r :,.('.) of the City, for all coate aUld ''?1:1~:Vi';-1:.:.l-.>__C i.",,, tlu't t1-Z)'L, 1:t~~~1 ,t~:l.(l '~<:' ";< C':J L.:J';;,< 1 'f , ~ " . wJ..v";j. ",_~,,-:;; 4-.-",-c;;"1!'--'u",',';', ,",--'"~-h'",'O~,, " part. .thereof {\lut leas MY lncOllle de.l<':l.ved bf 'cU', '\,J,ch<! Xi":,;.l H'" ()'l' p~.rt tbe:reof ;.n e01"0"leet,;,oo ",i tb !lu<-:h l.l'.!\ne,~mellt); all ';'\.:i'~0..",~ ci t ~~<i.:;;t,;',l,;",,,;i:t """",U, '",-,\>, ,(;:,:: ~)';~ <>'-"'fi "', e1Lelupt i'ro'tfl tax\;.$"t1on or $.~4\,:;Ui;~~~,~' ;~t YJ,' - l.d - 11'>' . . .' ~ "} J) :,-,dj L'-..~~- _,,)f1'L, 'If P 1 >.:.~, ':? (t ,'j' . - i.J.H,ve bf:cn p&:~rable if L.t '< Qd of Qvzne:rsbfp f:.';l'.1ul to such t;.Ct..xes) aSEc:s~,rr;('nt: the City J.ssessing off'icit'l) '"s ;j,)l> Lv ~-'-~" y not rHD \ ,. be m~'tde to di sehc(rge any enc\.nnTn-'^'~!;C'''':- t.",/ 0:1' p~~-l' t. th.0rcof H1 ;- -: ~ !.{' ;:<:0:- 1><; - i,;:" ;.d'-! 1<,";..2';,. -;~: LO i:;. U.12 oX' to c:\ sel:""'-- c'r t,'r <,.- 'e',l L ~- _ T c;:~ ;;v.ldf.? 8.ny 1-iC-17,;.,.,; d-c::t\:i..ult.L1j b'., CL: ,~f<~-':;<T:_: -',1' tT,f;'..r,Etf2:Ci~<:'~;-' , ~ , ~ -'..-0 t.>) () ~) iDeuL~red:. i>tith rc;.:';pcct to tJw- .;;----k~; ,."-' d'-;Ltt:; 0]:' f.LX1}l IJ,:l.:';."t; \;,,;<'1'" the:J.>eof; ft.:ntl i;.1;UY um01t.l1LS ot.iierwis.;J {i>ll.ni--'::' 'c,nt: y I,' h.nG it;;; $UCCB~H::~()r ".,"" ::L'. "'J D.h> (b) Sf.-' J (~o reimburse the transferee J up :to the f:\'1IOUXl\-, f~;"l1nl price pilid by it J;\jH':" t~:;>':; }- t,h':::"Hnf) &:1d the ac,'~ of the lmurovernents on the Property (2) cny' or income the PrDperty. ";'j :;)'.1<:';CC;;)8\,':" ,):; i,\ \ -t',;::-;,"' 0:n.:':'''1 ':;' ('i + " . Jc '"',j ,"""" \"".4< LLJ_,~li ,:J;,:~.::' i" Dr" '-,,^'" "'-':";F .}:\,j,.-, MY balance remaining after such reimbursc,menlG ;c\;'ill '1)e n:tai;')-, lJ~' "" ~I.S :ttt) I>X'opeT"ty. SEe ~ 766,. Othe r Rl ght:;; fmd Re:med:1. t: S The Agency shall~-hive-^Bie~r1gnt-t:O'''~T!i:-;~f1~t':1'~::'c--'-[~ xc~tl HI' it way de;:;lr~\ble for e-D-feetui.lting 'tt:J;' "-,,,~" :tnclud;tn:g also the ri@t to execute and '):',""',Y', lAlUd reccrd.s in the office in which th::;..;- .D~":'c:j 1.:3 -:'-_\.-::.:):t'~'-_:Q :;;, ';:: 1_ 'i. declB.r'v.tion of the termination of' all ;^,b~2 ~"':l Redeveloper, and (except for such incUvid'l'3' const;L''Ucti,oD of that part of' the ImprovemcHLs t theTt"On liL1S bf,'en 'e Led): in :.L c; a ccrtificcct.e of co,:" '<le'Lion as provided .in :~" del.tv8rcd J ki.,nd SUi,: to such F7Qvided in<Sect~un 70!~ hereOf) iL5 ,::j'U('_U:';,''',.::c:t the PrQP2r'~,Y.1 and the revE:sting 01' tilJ_C: \..;,~ fJ1hgt; rle],n"y the &s~ncy in 1nst:U"ut:t" or proceed.i.ngs or otherwise assertin.g it.s L:. un(10r 'tn.::,,', /,..t ~,<.) {-:: shall not operate as a :waiver of 5t1<:,h t,;:,; 0; (..I) ,i-i..:j:.:ri ve i.:t of' (:1' such rt@ts in any way (it being t.he int.ent (yf this' t<COV1Sl0n -UJnt Ageucy should not be constrained (so as to Hvo:1 (' t.h0 Tj.SJ<i of be": 'j:" of or limited :in 'the. ex~:rcise of the :remedy ~,'1'n_; !.; "~." . ~1 T.-~"', r) ;3t. \'1';" because of concepts of waiver,. laehc!-s} or c;,h'" remedy at a time when it may still hope o--:-,h~' Cr\~HL~:'(-i '\:.tv 'Lb.'_:' d<<fnu1. L i.nvoi'\fcd" ~ ,no"t^ <:' fc" c.'. !-:'f ~ f:::~ i." . .... ~' ~,~,:'1<__.l;: , ".. __'), ' G (:1,(" pe,';--~ "~'I -;! ,C','-- i\)"," to [it; COLt ;,'(:2 tiC:> C", '--j':" L t, ;.~ ; :::/ ~ -~--.'~,-_n '! ','. :( .n6;,;~il.,;~l i,/'.l-;"H oiJ_;';.k'2(:_L l""w k;.D:l S}.l<.:CL..Ll.;,; i,;.;;.;J,Cw.....', ",''j ,C: ;':';(,1.':; ,-Sec1:,iou be oonsidered or treated as a waiver of' t.he right.s of the P,gr:ni'J " / ;, "1 i, . ., e, HUp.62Q9 B (9.69) 1 with respect to any other defaults by the Redeveloper under this Section rr with respect to the p!lrtic:.;lar defa.ult eJ.-cept t.o 7D(: ext.ent Bpccifl('f,:! y waived in writi",,,_ SEC. 707. Enforced Delay in performance for Causes Bey(md C0:1~1'. i. Pat'ty~ For th<:: S of"unyN"'of lJ;-PrC;:V~f$ions of the AgrQem;;nt~-n;~i ( the u1\.gency nor the :F.edeveloper, [1,5 c'S.se ma;]' be, nor nul' Sl],,'-e,eCSOi' ~,I1 interest, sh-sJl 'be considered in breach of, or d~f8;l)lt int itr; ~' with rc,sppct to the preparation of t.he property for redeveloT'l"ent[ or th beginnine; and cOillple tion of co!!.su'ucu.on. z'f the ts, or pr,->,,\" respect thereto, in the event of enforced delay in t.he perfO!"lTI$.nce <.,1' c' obligations due to unforeseeable "au!');>s beyond its control and wit.holl' fault or negligen~e, including, but not rest.ricted to, acts of God, act" \ , the public enemy) acts of the Federal Government, acts of the other pany, fires, floods, epidemics, quarantine restl'iot.ions 1 st.rikes, freight, embargoes, ar,d unUi':-UI.1J.ly severe v.-eather or delays of svbcontrc,ctors due "t.} such causes; it being the purpose and intent of this provlf<ion tha.t in 1" ev e occurrence of any such enforced delay, the time or times f(I"" pe ormance of the obligations of the Agency with respect to the prepar\H1.\' of the Property for redevelopment or of the RedevE,loper with n1.spect te' construction of the Improvements, us the case may be, shall be eyt.ended the period of the enforced delay as clet.<:rmined by th" A0ency: provi'lC',i, That the party seeking the benefit of the provisions of this Section within ten (10) clu~'s after the beginning of e,ny selch enforced delay, i::\", first notified the other party thereof in writing, and of th~ causs ,1r causes thereof, and X'e<',luested an extensioll for the I'0riod of thE- erf,!'"..,' SEC. 708. Rights and Remedies Cumulative. 'I'nc rights and remejje" the parties to the -Agree;;;ent, whether provided by 18," or l,y the f..grN'u' shall be cumulative, and the exercise by either purty e,f anyone or 1"0T" (,! such remedies shall not pre"lude the exercise by it, o.t the same or different t,imes, of any other such remedi>es fo:' the' same defc.1.!lt 01 ,.., or of any of its remedies for arlY o1.her default or breach by t.he ot!,.'!]:' f No waiver made by eHher such party with respect. to t.he perronr.".n'Ce, ,', manner or time thereof, or any obligation of the other par~y or uny condition to its 0"'11 obligation under the Agreement shull be eonsid,,!'n! waiver of any rights of the party mal<:.' the waiver .ith resl'cc:t to l'", particular obligation of t.he other p Y or condition to its OWll 001 ig,'.' I beyond those expressly waived in wri g 811'] to the ext"nt thereof, or I' waiver in any respect in regard to any ot.her rifl)1ts of the pa.rty maki nre en, waiver or any other obligations of the ot.her party. SEC. 709, party in position of Surety With 1\espect to ObligHUons The Redeveloper, for ltsel!' fU1,fitssumsSO:rs"Bn{Y Bs':'ir~~n;'1- 'Mer fo'i:- r- other f\~~r$ODS ',.rho -01:"r-: or \P"!H) ehnJ.l tV:'Cf:xnCf ,~!tv?i_h0r 1.1',' eyl)j:-esEi UX' assumpti.otl or ot.hel'ldise, liable upon OX" Sl,lbJ(.;cL to Q.,~l:i r;).Ji:itj"..", ";" '. '. under the .Ae;reClllent, hereby waives, to the fullest extent permitted by lllw . BPS {'qtd t-;t; sny -f'.""(:d 131.1 C'1r~'_'r:!\'?_ or d,r!fenses othpT':vriBP available' on' the [rnC)j1r~r1 of its (or their) being or havJ,ng become a p:erso!J in the- posjtL)l1 surety, \Jhether 1'1?':[tl, j or Clther'dis~ or vh~;-ther by e,gr(~f;mF:'nt or operation of ] $ow, including, without. limi tation on 'Lhe gel1f're.l i ty 01 tL fo.regQing, a.ny and all claims and dc' fenses DhHf:d l!v,)ll extcn~, J (.:rl of :. f indulgence, or tHpdlfic:s.tiC>H of' t(~T"L.. of cont,!'n,Gt. ~ 20 - '" , . ;: '.. ,""7..') HUI>.t(li)';a r' ,'" VII!. l.tl:SCE!Li\rwml1:1 . SEt. 801. s!w1.L @~y dir~ct or ~ in the nor any such official, or in aoy <lee.! sion reLf. '-' to tl1<e jlueel1',~nt which e!teeta his. p'fl.'sooal intcrcl:lt!l or t-he 1nteu:IHs " !JJVi'!t,y p:;,:z::'tli.'::-'J,',';"t!:;;J,p, or tJ;,g;'\()clf~t.lz):1 in \'~J:1,\,':J 1:;'-"3: indirectly, il1!,ereBted. No member, official, o:r- be l:l.~ble to the 'or nry succe~sor the event of ooy defau1.t or brelkch by the f\getlcy or for Ilny l\l:louut w211.('h beCOlllll' due to the Hedevelope:r or lIUCClSllSor or 011 e:H:! 0011go.t10l1s f" teml'l 01: the . SEt. 802. E<1u!!.l l!:m]?lo~nt Op.J,?ortunity. lhdevelOV"'lr, for H0~h lmd itll lIuecellllorll !'Lnd selli",!s, !l\l);N'UI that during the constru<::tion of t)", Improve_ntll p:ro',ided reX' in the (a) The R~developer will not discriminate agninst any employee o~ app1ic~t for employment bet'lt'lUell of race, color, religion, se~, or Dntion 11.1 lu'igin. 11 ttlke to :ln7U:!:'!l tlf", applicents er~, !l~~ trt:l3ted during without :ro~d to their rec~. color, religion, sey., or nationcl or Such JIIct10n .,bl.!1U include, 1;1ut not be UmUli'd to, t",8 :follO'\i!'ing; _nt, u:pgr'l!Iding, demotion, or trMd'ell'; recx'Ul.Glr.!lnt or recruitl1:~nt ~'4::",' tilling; l!l;lfott or termination; lI'\\"tell of payor other fom!! of compen!ilr,ticfJ" lmd selection 1'01' t,'e1niuJg, 1.ududing l.c"'11!hj,p. The Redevelop:,,,, lSg1'l!IHJ to POllt in comrpieuoull plll,cell, IlIVl1.ill!lole to employee II amI llpplic1}fl~ f for llmploylrent, notiCllS to pl"01Iided by the llett!.ng ',; '. visions thic mmdt 1 (ll) The for eillplay'eell! qm'I.lified !l;ud to !'ill.oe, will, in uil llolicitlltioDll or lldverti on bllhll,lf the R!!d~~lO'!'er, stllte th,:!t 1 CO!l!lhteratiGl'l for e.~1pl"ymel1t without y ~ !lllX, or utltio1l!ili orl n. . (e) ',!.'he Redeveloper will send to each la,hor union or represen1.,Bt1v;o worker!! with which the Redeveloper has !l. collective bnrgeining other contract or understanding, a notice, to be prOVided, adv1sing the labor union or workers' reprellfuntative of tile It",,1,.velOj:er'a CQ:'!';ID.itr',c!:'ts t'" Section 202 of ExecutiV!l O:rder n21~6 of , 1965, and shall ):':" of ~be roUee in pleces avail""ic to enlployees w-." 1" f:?f!"C-n fc<t; (4) 1) ::>V; t;f' m'Oertl OJ.. ',!.'he Redeveloper will cOlllpiy "Uh IIll provision!> of Executive O~dEt 0" , 1'1'\11 01' tl-j" !:'1l1<,n, relTnlations, !lnd :rolevant tlj,,z OiA' L"",l..;u;)l""., 21 "" 1100.<120'18 (906'1 . (e) The Redeveloper .will tun:lish all info:nnatioll e;nJ 1""?Crts required by Exe~utive Order 112JM5 01 SepLcmber 24, i965, and by the rules, regulatious, (!,nd of the See~tro:y of I,aboT 0!' t:Je SeCl'et8r~r of Kouning and Urban Develo~~nt pursuant ~hereto, and will permit access to the Redeveloper'lI b<:.)()li:!3, 1\:)<:0 lWd accounts by tbe Age::Acy, the Secre~"':r:y of Hou8i!:lJ!!; !1.~ Ul'"bl!\n De'!'?IIO;;'!I'm !!14~ the E'ecretery of Labor for purposes of inveetigatiOll to UIlC'tl "oin complirmce with such 1:u1.cs, regula\.10n::;, l~r,:O orders. (1') In the ewnt of the RedeVeloper's noncOl!l)?liance ",ith the ecr1mi~tion clauses of this Section, or with any of the said rules, ions, or orders, the ~ernent may be canceled, termin~ted, or whole or in part and the Redeveloper may be ceclared ineligible er Gove~nt contracts or federally assisted construction n aecord(~ce with procedures authorized in Exeeuti~~ Order 11246 24, 1965, and such other sanctions may he imposed and remedies vided in E)lecutiw Order 11246 of Septel)'\oer 24, 1965, or by rule, regulation, or Ol'l1er of the Secretary of t.Il,oor, or ltll othemse provided by lll.\i. (g) Thllo Redew10per ",Ul include the lIt'ovis:!.olllll of pC%'III(!.l'l!phs (I!.) g) of tbi5 flo:tetiOl'l ill ewry eontrll.ct or purckmse order, &:Iii vill the inclusion of tbe~e provisions iu every subcout~ct entered into 'by f/J,'!1y of it!! eOlltrBetorll, ooleslI t!Xll!lllpted by 1"\1111)\11, r~gu1ll,tionll, or ordt\ll:'ll of the ~cX'\!\t!U7 of l,l\\oo:r ilJllllJJld punuant 1,0 SlileUon 204 or l1bciI!lcutiw OrdllI' 11246 of l'!eptelllber 24, 1965, GO tl1",t, !!Iucl:! provision!; will be bin111ng UPOIl ellch such cOllt~ctOl:', llu1:lcontrector, or vlll:'lclor, liS the case IlIl\Y be. The Redeveloper ",ill tW &uch MtiOl'l with X'\!\1!Ij:llllet to &:IY eonllt:C'\letiol1 COllt1'llCt, llu1:lcont~et, or purcllue order llg the Atg;.erJ,c":f or the J)l~t~1!l!:lt of !ma tlrb1i!ll DI1velOpJ:lellt ~!!!iIY di!'ect M a J:le1i!ll1l of cb p:rov1!liol1s. including !l!mctioos for noncompli!mce: Provided, t in tbe event ~l~e ~develo~r bee~3 involved in, 01' is ith, litigntion with II. eubcontractor or vendor 8S 8 result of such direction by the }\-!J:ency 01' the DI1l1ro:tment of Houdng, ood Urblm Dewlo~nt, the ~develcpcr IrH':!!,'! requeat the United St!!,tes to enter into euch liti~l!tian to protect the interests of the United States. For the purpose of including such provisiOl'ls in !mY construction contract, subcontract, or pu1'chnsc order, as required hereby, the first three linea of thh Section Ilhl:\ll be changed to re!ld "D1.Iring the perfornance of this Cont~ct, the Cont:l'C\etor /l!<!:r""lHlI ll.e follows: H. aud the tem "Fedevelope1''' ehlUl be c~d to "COlGtI'!l.ctor". . . SEC. eo;!. tJot Ncns of th"l p:rmr1.e:!.(1\'lfl (xf th'a P~e4itu;;~q;z.ft (:~U:",~ 't.o or ,~c.: I:'~JJ,:J (,.;':-",':d t:nll18ter:ring title to the P:ro~rty 1'rOlll the il4iJ,ency to the Redeveloper or IIln1li1UCCe!lllOr ~1". il\lt~X'\!\l!\t, 1i!lId 1i!lIY such deed llhlUl not be deemed 'to affect or U'/& I%:;~ {) ;~:;.:,Mj cC"t;~;Q:';:$ta o-t t,'h'lt ,'t:, h'''~;\':nt 0 SIC. 801>. several parts, cOllvenle!llCill Cif 1ntl'lrpretl/l!<!: f'J'fxy of Any title:'! of the E\,t"e inserted for in cOTl.fltru1ug or o~ly its p""ovig1Qt;!~.. - 22 - . II..: ~IUiHtlll.n'l Paf!':n_l)f'JI(;" 1911 - 79,,-Q2.41~A?1