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Home My WebLink About1997-08-11 97-348 ORDERltem No. w-348 — Date: 8-I1-97 Item/Subject: Order, Authorizing the Execution of a "Public-Private Partnership Agreement" with the Northern Conservatory of Music. Responsible Department: City Manager Commentary: At Its loft meeting, the City Council directed staff to develop a partnership agreement set& she Northern Conservatory of Music as provided in Part I, paragraph d(d) of the Tentafive Developer and Option Agreement dated December 11, 1996 and as subsequently amended. Subsequently, staff met with representatives of Ne Conservatory on Thursday, July 31st and have continued discussions since that point As of this writing, a Mal agreement has not been reached. We hope to have a draft available for Council review prior to Monday's meeting. A copy of the most recent press release from the Maine School for the Arts has been separately provided to the Council. Should we be ready to percent on Monday, the attached Order should be amended to specify that a specific "PubbwPtivate Partnership Agreement" has been attached and made a part of this order. Department Head Manager's Comments: Ciry Manager Associated Information: Order Budget Approval: Finance Director Legal Approval; City Solicimr I .OK P ced for Passage —Refer Reading Page—of— Referral 9J-348 A ipedto CoancgOr Tyle: August 11, 1997 CITY OF BANGOR (TITIFJ (Orber, 'Ing rise Execution of a"PublloPshe. a0 11 Partnership Agreement" with the Northern Conservatory of Music By the. City Commit of the aly ofBanum.. ORDERED, TUT the City Manager is hereby authorized to execute a "Pubbc-Private ParenenhJp Agreement' with the Northern Conservatory of Music, a copy of which is attached hereto. IN CITY COUNCIL August 11, 1997 Motion to Amend Passed Al Bonfield. Member of the ' Board of .Directors of the Maine School for the Arte, urged passage of this Order in its original version. Passed As Amended - Adopting " Version #Y' of the Public -Private PartuershlQ_Agreement 9]-368 ORDER Title, Authorizing the Bsecutlon of a public - Private Partnership Agreement with the North- ern Conservatory of Music ........... I ........................... Awip�M [o ....... cm .... I Version 2 DRAFT 8-7-99 PDDLIC-PRIVATE PARTNERSHIP AGREEMENT Recitals WHEREAS, the City of Bangor, a municipal corporation located n the County of Penobscot, State of Maine (hereinafter "City"), and Northern Conservatory of Music, a nonprofit corporation having a principal place of business in Bangor, County of Penobscot, State of Maine (hereinafter "Developer") have entered into a Tentative Developer and Option Agreement for purchase of a Portion of the Former Freese's Building dated December 11, 1996: and WHEREAS, the Developer wishes to redevelop the westerly two- thirds of the former Freese's Building into a Maine School for the Arts/Maine High School far the Arts as provided for in said Agreement; and WHEREAS, the estimated cost of renovation of the building for such use including site work, building improvements, installation of equipment and furnishings, design fees, legal fees, insurance and financing costs associated with the development (hereafter "Project") is in excess of Eight Million Dollars ($8,000,000); and WHEREAS, the completion of the Project and the promotion of the development of the Maine School for the Arts/Maine High School for the Arts will be of great benefit to the citizens of Bangor through the removal of blighting conditions, reuse of an existing historic structure, development of associated retail enterprises, enhancement of tourism and visitor traffic in the City's downtown and expanding the artistic opportunities for Bangor youth and adults as well as visitors to the community; promoting the gifts and talents of artistic children through the establishment of an environment that supports their growth as individuals capable of making of significant contribution to the welfare of the City and society as a whole; and WHEREAS, Section I.4d of the parties' Tentative Developer and Option Agreement dated December 11, 1996 provides that during the period the City has granted Developer tentative developer status, the City will work with the Developer towards the completion of a partnership agreement for the development of the Maine School for the Arts/the Maine High School for the Arts; NOW, THEREFORE, the parties hereby enter into this Public -Private Partnership Agreement to supplement and expand upon the existing terms and conditions of the Tentative Developer and Option Agreement for purchase of a Portion of the Former Freese's Building dated December 11, 1996. Aareement Mutual Goals and Interests, Through redevelopment of the former Freese's Building, the Northern Conservatory of Music seek to cooperatively advance their mutual goals and interests, as follows: -2 - City of Bangor: The City of Bangor seeks to rehabilitate and redevelop the long -vacant former Freese's Building, so as to remove blighting conditions; improve and upgrade the City's downtown area; increase the City's tax base; and assist in Creating an architecturally distinctive major new center for downtown activity that will draw students, family members, visitors and tourists from the entire region to the City of Bangor, its downtown retail core and waterfront areas. Northern Conservatory of Music city's Commitment. In support of the parties' mutual goals and interests, the City of Bangor shall: hold a press conference or release to the press information detailing its support of the Maine School for the Arts project and the nature and terms of the Public -Private Partnership Agreement. In addition, Developer shall have the right to release information outlining the City's support and involvement for the project provided it obtains City approval in advance of the wording to be used regarding the City's support and involvement in the project. This provision applies to written or oral material used by the Conservatory in furtherance of its efforts. ^ Provide technical assistance and advice in those leas in which the City has expertise such as hiring, code compliance, permitting, contracting for services, contracting for building and site improvements, vendor selection, and review of business plans. ^ Meet with architects and engineers and other professionals engaged by the Northern Conservatory of Music for the preparation of plans for building and site improvements. ^ Provide technical assistance in analyzing and reviewing structural data related to building improvements, receiving building improvement plans, and providing technical advice to architects and engineers and other professionals engaged by the Northern Conservatory of Music, when requested. ° Assist in the coordination of building common improvements with Freese Building Associates. ° Provide assistance in formulating a process for hiring a development director if requested to do so. ° To the extent space is available, provide office space for a development director and assistant in a City building at a rental rate to be determined by the City. ° Provide space in City Hall for meetings and conferences arranged by the Northern Conservatory of Music related to the development of the Maine School for the Arts/Maine High School for the Arts. 3. Dgveloper's Commitment In support of the parties' mutual goals and interests, the Northern Conservatory of Music shall: ° Continue its best efforts to meet the provisions of the Tentative Developer and Option Agreement dated December 11, 1996. ° Work diligently toward implementing the Fund- raising Campaign and program which was developed during the feasibility study period. ° Periodically provide status reports to the City n theprogress and activities undertaken in regard to fundraising and physical redevelopment of the building. ° Develop and present to the City for discussion and agreement a schedule of benchmarks to be used in monitoring the progress of this effort, should the annual extension included in the Tentative Developer and option Agreement be required as called for in paragraph II.A.4 of that agreement. ° Make records of its fundraising activities and expenditures in support of the project available for public inspection on the City's request, to the extent it is not prohibited from doing so by thetermsor conditions of any individual donation. 4. Saneral Provisions. a. This Public -Private Partnership Agreement is supplementary to, and shall be construed in accordance with the parties' Tentative Developer and Option Agreement dated December 11, 1996, as previously or hereafter amended. This Public -Private Partnership Agreement does not constitute an amendment to the -4 - parties' Tentative Developer and Option Agreement. In the event of a conflict between the two agreements, the parties' Tentative Developer and Option Agreement, as previously or hereafter amended, shall control. b. This Public -Private Partnership Agreement does not constitute an undertaking by the City of Bangor to direct, supervise or assist in the Developer's private fundraising activities. The City of Bangor shall not act as trustee with respect to funds solicited by the Developer for support of the project. It is mutually understood and agreed that all funds solicited by the Developer for support of the project shall be solicited on behalf of the Northern Conservatory of Music, The Maine School for the Arts, and/or the Maine High School for the Arts. In soliciting funds, the Developer shall not represent that the City of Bangor is beneficiary or recipient of donated funds. The Developer shall take all proper steps to segregate, manage and safeguard donated funds, and shall comply with all legal requirements relating to its solicitation of funds and its fundraising campaign, including registration and annual reporting requirements under the Maine Charitable Solicitations Act, Title 9 MRSA 45 5001 at sea. c. This Public -Private Partnership Agreement does not confer on the City of Bangor the right to participate inany manner In management or operation of the Northern Conservatory of Music, the Maine School for the Arts, or the Maine High School for the Arts. The City of Bangor shall not inany manner be deemed appointed or constituted as agent for the Northern Conservatory of Music, the Maine School for the Arts, or the Maine High School for the Arts for any purpose; nor shall the Northern Conservatory of Music, the Maine School for the Arts, or the Maine High School for the Arts in any manner be deemed appointed or constituted as agent for the City of Bangor for any purpose. d. This Public -Private Partnership Agreement does not establish a business partnership and does not constitute a Partnership agreement under the Maine Uniform Partnership Act, 31 MRSA 5 281 at seg., the Maine Revised Uniform Limited Partnership Act, 31 MRSA S 401 et seg., or other provisions of law. eThis Public -Private Partnership Agreement is governed for all purposes by the laws of the State of Maine. In recognition of the mutual benefits to be derived here - from, both parties have executed this Public -Private Partnership Agreement this day of August, 1997. NORTHERN CONSERVATORY of MUSIC (BY) Daryl Rhodes Its President -5 - CITY OF BANGOR (By) Edward A. Barrett Its City Manager