Article 20 - Authorize BOS to Amend the First Amended and Restated Dev. Agmt. with Canton Holdings

Source page 1

may have to develop any portion ofthe Site pursuant to the Rezoning Amendment
                         in any manner inconsistent with the terms of this Agreement. The Developer
                         shall immediately cease all development of the Site and xelated construction
                         activities inconsistent with this Agreement. In the event of any breach by
                         Developer ofthis Section 11.3.1, the Town shall, in addition to all other remedies
                         available to the Town at law, be immediately entitled to equitable and injunctive
                         reliefto enforce this Agreement and, until Developer fully cures the breach ofthis
                         Agreement, to stop development of the Site, it being agreed that the Town would
                         be irreparably harmed if such development were to proceed or continue and that
                         monetary damages would be insufficient relief to redress tha Town. The
                         provisions ofthis section 11.3.1 shall survive any termination ofthis Agreement.

                 11.4 As and when requested by the Developer, the Board, acting through a majority of
                 its members, will reasonably cooperate with the Developer and its successors and assigns
                 with regard to the status of the Developer's obligations or satisfaction thereof under this
                 Agreement for the benefit of Developer's Mortgagee and institutional lenders to whom
                 Developer has applied for financing with respect to all ox any portions of the Project;
                 provided however, in no event shall the Town be required to bear any costs or liabilities
                 with xespect to such cooperation nor to provide any legal opinions with respect to the
                 Site, zoning,the Pxoject, or Developer's obligations or satisfaction ofthis Agreement.

                  11.5 This Agreement shall be governed by the laws of t11e Commonwealth of
                 Massachusetts. This Agreement may be signed in multiple counterparts. The parties .
                 hereby consent to non-exclusive jurisdiction of the courts of the Commonwealth of
                 Massachusetts sitting in the Counties of Norfolk or Suffoll~. No party shall be deemed
                 this Agreement's drafter and no inferences concerning its terms sha11 be drawn against
                 any party on that ground.

                  11.6 Any modifications or amendments to this Agreement related to the Development
~~~h~,            District, Development Program, DIF Warrant Article, District Improvement Financing,
                 Financing Plan or any Town Meeting vote on any of the same, shall be subject to
~~U~I ~5 ~ ~~     G.L. c. 40Q, if applicable. In addition, any modifications or amendments to this
                 Agreement must be in writing executed by the Board and the duly authorized
                 representative of the Developer and/or its successors and assigns, as applicable. The
                 parties acknowledge and agree that no modifications or amendments to this Agreement
                 shall be made unless and until a duly noticed public hearing has been held by the Board
                 regarding such proposed modification or amendment, which proposed modification or
                 amendment sha11 require (a)if occur~.~ig before the 2015 Annual Town Meeting, a
                 majority vote ofthe members ofthe Board at a meeting at which a quorum is present for
                 its passage, or (b)if occurring after the 2015 Annual Town Meeting, (i) a supermajority
                (4/5's) vote by the Board at a meeting at which all members are present for passage and
                (ii) a subsequent approval by Town Meeting.

                11.7 Notwithstanding any provision herein to the contrary, if (a)the Appropriations
                Article, Rezoning Article, Town Acquisition Article or Zoning Map .Amendment Article
                are not adopted by a Town Meeting,(b)if any of such warrant articles era adopted by
                Town Meeting with material modification not agreed to in writing by the Board acid the


                                                        43