HomeMy WebLinkAbout1995-11-27 96-41 ORDERCOMCIL ACTION
Datez 11-27-95 Item Nm 96-41
Item/Subject: Order, Authorizing the City Manager to Execute a Tentative
Developer and Option Agreement with the Northern Conservatory of Music for a
Portion of the Former Freese's Building
Responsible Department: City Manager
For almost a year now, we have been working with the Northern Conservatory of
Music to help them in their plans to develop a Maine School for the Arte in
a portion of the Freese's building. The City Council has already approved
tentative developer statue for the Northern Conservatory In general outline
terms subject to final ratification once a full agreement has been developed.
The process of developing the actual agreement has been complicated by the
City's efforts to clear the title to the Freese's building.
At this time, we have completed a draft of the Tentative Developer and Option
Agreement and provided to it the Northern Conservatory of Music. I will be
meeting with representatives of the Northern Conservatory on Wednesday to
review this draft. Aa a result of this meeting, theta may be some changes to
it.
Nevertheless, I have placed the Item on the agenda for Ecnday should we he in
a position to go forward with it. Daryl Modes of the Northern Conservatory
has indicated his desire that this process ,eve forward swiftly and this will
allow us to proceed should we be prepared to do so.
The summary of the terms and conditions of the proposed Tentative Developer
and Option Agreement is attached to this agenda item. A full copy of the
draft, subject as noted to changes in our discussions with Northern
Conservatory, will be included in your packet for your review prior to
Monday's meeting.
Q
Manager's Comments: aear� ve.nV dN
UWn.
Associated Information:
Order, Summary of Agreement
Legal Approval
!'STY SOLSCZ'M
Introduced For
Passage
First Reeding - page of
Ref
_ Referral
96-41
A®ip�edb CoonNor Baldacci November 27, 1995
CITY OF BANGOR
(PTU.) Mrb¢X .Luthorisiny the. City paaaggr. to.. Execute. a Tentative
Developer and option Agreement with the Northern Conservatory of Music
for a portion Of the Former Freese•s. Building
By the City Council of the Oily OfBMNXW-*
ORDERED,
THAT The City Manager is hereby authorized to execute a
Tentative Developer and Option Agreement with the Northern
Conservatory of Music for the purchase of a portion of the former
Freese building to be used to establish the Maine School for the Arte.
IIxx CITY COUNCIL,
96-61
'.
;Ndvenropr 34. 19M
Tabledy Consider
O R D E R
Next Meeting _
-
-
`Title. Authoei'zing the City HanaSer to Wt.
ci.!
Execute a Tentative Developer and
CITY CLERK
Option Agreementwiththe Northern
...
of Mddfd'f6i'd ybvifdv 'af'twe ye'rmeF'
IN CITY COUNCIL
brasse's Building
December 11, 1995'.
Tabled
.............................. .......
40
biq/N t0
CITY CLERK
.... •••••••••••.•
IN. CITY COUNCIL -
Councilman
December Y), 1995
Passed
Amended Agreement o
Pile in the City Clerk's
Office
_
CITY CLERK
}
96-41
NORTHERN CONSERVATORY
I. TENTATIVE DEVELOPER PERIOD
1. Tentative Developer Status
Granted until March 31, 1996 with City option to exumd for three additional
months at Conservatory request.
2. Conservatory, by March 31, 1996, will provide:
a. fundraising plan
b, business plan
c. identification of barriers S contingencies to project
d, engineering analysis
3. Clty will:
a. undertake good faith effort to clear title
b. cooperate with Realty Resources on their redevelopment plan
a secure, protect and insure the premises
4. Proceeds of Really Resources Sale
a. 66% to Conservatory for expenses related to redevelopment and
improvement of premises
b. 34% to CRY for expense related to acquisition and maintenance of the
building
5. Mutual Option to Proceed
City and Conservatory have mutual option to proceed with "maker of
property and project based on results of structural analysis, construction =at
estimates, and feasibility of project as shown by fundraising and business
plan.
a. If we proceed:
1. Conservatory shall donate $100,000 to capital campaign and place
the first $165,000 in donations into an escrow account available to
the CITY to offset acquisition costs
96-41
2. ' City shall provide the remaining balance of its proceeds form
Realty Resources (at time Option is exercised)
b. If we dont proceed:
1. Conservatory shall return to CITY Realty Resources proceeds and
other funds in the minimum amount of $100,000.
II. OPTION PERIOD
1. Term of Option
Option runs to June 30, 1997 with City option to extend for additional 12
months.
2. Purchase Price of Premises
$1.00 at time of closing.
3. Cost of Improvements
Agreement will establish a minimum developer investment to be negotiated.
4. Exercise of Option
Conservatory shall notify the CITY 30 days before the expiration of the
Option period of their desire to exercise option.
CONDITIONS PRECEDENT TO CONVEYANCE
1. Conservatory shall submit preliminary and final plans in accordance with a
schedule to be negotiated. City must approve plans and amendments to
them.
2. Conservatory must provide evidence of financial ability.
3. Conservatory must, at a minimum, repair facade and roof and make such
other repairs and improvements so as to spend an amount equal to
Conservatory/s proceeds from Realty Resources plus $20,000.
96-41
CONDITIONS SUBSEOUENTTO CONVEYANCE
1. In Lieu of Tax Agreement
A minimum of 2% of the receipts from tax exempt activities are to be placed
in a scholarship fund for Bangor residents.
2. Subdivision/Assignment
No subdivision of the property may be made without City consent. No
assignment or transferwithout approval of the City.
3. Reversion of Title to the City
Title will revert B:
a. Conservatory defaults on its obligations
b. Texas a assessments are not paid
c. Bankruptcy
4. Disposition upon Reversion
H property reverts, CITY shall use its best effort to resell the premises.
Proceeds shall be applied:
a. to reimburse the City for costs and expenses
b. to reimburse the Conservatory for purchase price and cash invested in
improvements less any gains or income withdrawn or made by it.
The CIN shall retain any balance remaining after such reimbursements.
TENTATIVE DEVELOPER AND OPTION AGREEMENT
FOR PURCHASE OF A PORTION OF THE
BUFFER FREESE'S BUILDING
THIS AGRBEMBNT is made this day of , 1995, by
and between the CITY OF BANGOR, a municipal corporation located in the
County of Penobscot, State of Maine (hereinafter "CITY'), and NORTHERN
CONSERVATORY OF MUSIC (hereinafter "DEVELOPER"), a nonprofit corporation,
having a principal place of business in Bangor, County of Penobscot,
State of Maine.
W I T N E S E T R:
WHEREAS, the CITY has received the DEVELOPER'S proposal for the
redevelopment of a portion of the real property known as the former
Freese's building, located at 74-96 Main Street in Bangor (hereinafter
"The Premises"); and
NNEREAS, the CITY has determined that the private development of the
Premises in accordance with the provisions of this Agreement would best
serve the interests of the citizens of the CITY; and
WNBAEAS, the CITY has determined that the DEVELOPER's proposal will
serve the interests of the citizens of Bangor;
NOW, TBSREFORB, in consideration of the mutual conditions and
covenants contained herein, the parties agree as follows:
I. TENTATIVE DEVELOPER STATUS
I. The CITY grants and the
DEVELOPER accepts exclusive tentative developer status to the
Premises for development he MaineS h 1 £ h Arts/Maine
Hjub School for the Arts of a high school fee tile
�o fcr the period from the date of this agreement
until March 31, 1996.
2. jrqmigf_. The Premises made subject of this Option consists of
a portion of the "Freese's building" so-called, located at 74-
96 Main Street, Bangor, Penobscot County, Maine, and further
described as `Paxcel Due" and "Parcel Two" in the deed from
Bangor Maine Associates to Charles Fitzgerald, dated June 3,
1985 and recorded in Book 3669, Page 1, Penobscot Registry Of
Deeds, being the front or westerly two-thirds, more or less, of
said "Freese's building', being the remainder of the building
not included in the conceptual plan entitled "Conceptual Floor
Layout - Typical Upper Floor/Freese's Building Renovations/
Realty Resources Chartered', prepared by Curtis Walter Stewart
Architects of Portland, Maine, dated 10-12-94, a copy of which
is attached hereto as Attachment W. A full legal description
Of the Premises shall be supplied by the City in accordance
with the City's title obligations under Paragraph II.A.I of
this Agreement.
3, Extension of Developer Status. The City Council may extend
this Agreement, upon DEVELOPER'S written request, for a period
not to exceed three (3) months it the contemplated sale of the
rear third of the "Freese's building' to Realty Resources
Chartered does not close prior to January 1, 1996.
4. ReanonsIbil4ties of . During the period in which the
DEVELOPER has been granted tentative developer status, as
outlined in paragraphs 1.1 and 1.3 above, the DEVELOPER shall,
no later than March 31, 1996, submit to the CITY the following:
a. a fundraising plan detailing how DEVELOPER will raise
funds for its redevelopment of the Premises including
DEVELOPER's overall fundraising strategy and the
general sources from which funds will be sought.
b. a business plan for the Maine School for the
A=S/Maine Rich Cchool for the Arts ccnavrvctmr�af
=aI but not limited to, a
marketing plan, estimate of student enrollment,
tuition rates, revenue sources, staff and other
operating coats and expenses, an overall operating
proforma.
c. identification of all barriers, contingencies and
other considerations which DEVELOPER knows or
anticipates may hinder or interfere with the
completion of the development of the Premises.
d. an engineering analysis of the Premises undertaken by
a firm acceptable to the CITY which shall determine
the suitability of the Premises for DEVELOPER'S
contemplated use, the presence of any structural
defects which must be addressed in order to stabilize
the Premises or which pose significant barriers to
its redevelopment, a_s,rvev of the condition of
Premises roofincluding plans
estimates for
immediate roof repairs. anda preliminary cost
estimate for returning the major structural elements
of the building to useable condition based on CITY's
existing construction codes. It is understood that
deve]Wer will be working in pbase5 and the
sea n e detailed cost
eta chase of e
3
E, 'bRi
f =. During the period in which the CITY
has granted
DEOELORER tentative developer status, the CITY
will:
a.
undertake a good faith effort to clear the title of
the premises from any encumbrances which would
restrict the CITY's ability to transfer the building
to new ownership.
b.
to cooperate to the extent possible, as determined by
4
the City Council of the City of Bangor, with Realty
Resources, Limited, to support their proposed reuse
of a portion of the "Freese's building" for housing
purposes.
C.
undertake the necessary short-term steps to secure,
protect, and insure the premises as solely determined
by CITY.
LL._
to work with the DEVELOPER towards the completion of
rshi ent fort £ the
n ch: the Maine Rich School for
the Artsa..
to negotiate in gooda to
provide for inareas and egress to 2=emises m the
Pickering $cuare a by means of a common easement
th
Developer godeigtands that any costs associatedwith
t construction shall be
-be
the responsibility e aid t
s_Res u at o£
D=YpS4legt is eT d
I
Imr:ft mtrHaftam Mutant
of at least $±681,eee.
4
CITY shall retain thirty —four percent —f34%) $85992 of the
proceeds which shall be available to CITY to defray any
necessary expenses associated with the acquisition of the
Freese's building and maintenance of the Premises during the
Period for which tentative developer status has been granted to
DEVELOPER. The CITY shall maintain separate accounts detailing
any expenditures of these funds which shall be available to
DEVELOPER at DEVELOPER'S request.
should
d b a shell b-.2rovg=ionately re=gszA-
giaht of Entry. During the tentative developer period, the
DEVELOPER shall have the right, on reasonable notice to and
consent by. the CITY'S Code EnforcementOfficer, to enter upon
the premise with persons and necessary equipment for the
preparation n
of surveys, structural analysis, feasibility
studies, and construction. plans. In addition, during this
period, the DEVELOPER shall have the right to enter upon the
Premises with persons and necessary equipment to erect and
maintain temporary signage on the Premises, provided, however,
that the location, size, and content of any such sign shall be
subject to the approval of the CITY's City Manager and so long
s said signage is in compliance with the CITY'S sign and
historic preservation ordinances. Such entry shall be at the
DEVELOPER'S sole risk and expense, and the DEVELOPER covenants
and agrees to indemnify, defend, and hold the CITY harmless
from any claims for personal injury or property damage suffered
by reason of entry upon the Premises by the DEVELOPER, its
agents or employees, or anyone acting on the DEVELOPER'S
behalf, unless such personal injury or property damage is
caused by the negligent acts or omissions of the CITY, its
agents, employees, or invitees. For this purpose, DEVELOPER
hereby expressly waives any and all immunity it may have under
Maine's Workers Compensation Act in regard to such claims made
or asserted against the CITY by DEVELOPER's agents, servants or
employees. Prior to any entry hereunder, the DEVELOPER shall
first obtain liability insurance for this purpose in coverage
amounts satisfactory to CITY with the CITY as an additional
named insured, and shall provide the CITY with written evidence
thereof.
•�Uh,dL c_pp'qn_lc, d. Subject to the ability of the CITY
to clear title to the premises and the completion by DEVELOPER
of the responsibilities outlined in paragraph I.4 above, and at
the expiration of the tentative developer period and any
extension thereto and in no instance later than June 30, 1996,
the CITY and DEVELOPER will each individually have the option
to proceed, in accordance with the OPTION section of this
Agreement, with the transfer of the Premises to DEVELOPER for
the purpose of establishing the h School for the
w
:ah School fox the Arte Maine-9�.
The parties shall individually reach their decision based upon
the results of the structural analysis of the building,
construction cost estimates, and their analysis of the
feasibility of the project and the DEVELOPER's fundraising and
business plans. In order to proceed, both parties must agree.
Should a decision be made to proceed, the DEVRLOPER shall
donate $100,000,or assets of eaual value as start up capital
£r3 the capital campaign for the Maine Schaal for the
Arts h School £ h In addition, DEVELOPER
agrees to place the first $165,000 in capital campaign
donations into an escrow account to be available for use by the
CITY to offset any costs incurred by CITY in the acquisition of
the premises through eminent domain proceedings. DEVELOPER
shall provide evidence of such donation and escrow account in a
form acceptable to CITY's Solicitor_ It is understood that any
q, Lt1gn-N2t_ta-Proceed. Should either party to this
Agreement determine not to proceed, with the development
oroi.ect as outlined above any proceeds unobligated proceeds
held by DEVELOPER from the sale of a portion of the Premises to
Realty Resources, Chartered as outlined in paragraph I.6 above
-shall be returned to the CITY within ten (10)_days of the
decision not to proceed. .The DEVELOPER further agrees to
provide such other funds as may be necessary to insure that
6
CITY is 5-- -hg minimum amount of One Hundred
Thousand Dollars ($100,000).
II. OPTION
A. GRANT OF OPTION
1.t of notion. In the event that both CITY and DEVELOPER
agree to proceed with the redevelopment project as outlined in
paragraph I.8 above, the CITY grants and the DEVELOPER accepts
an exclusive option to purchase the Premises for development of
heMaine SCbool for the Arts1gaing High Schgol for a
vcho�r a minimum DEVELOPER cost, which may
include surveys, demolition, site work, building improvements,
interior fix up, purchase and installation of fixed equipment,
architectural fees, engineering fees, legal fees, financing
fees and preopening expenses of not less than Two Million
Dollars ($2nn0 000). Said development shall be in accordance
with the terms and conditions set forth below. The effective
date of this Option shall be the date on which both parties to
this Agreement have agreed to proceed.
2, Purchase Price of Premises. The purchase price of the Premises
shall be $1.00, said amount to be paid to the CITY in cash or
by check at the time of closing on the sale of the Premises.
3, Term of notions. This Option shall r effect from the
date a mutual decision is made to proceed inn accordance with
paragraph I.8 above until June 30, 1997.
q, ExtenciOn Of OVtiOn. The CITY Council may extend this Option,
upon the DEVELOPER's written request, for un to two additional
one-year periods upon a
finding by the City Council that DEVELOPER has complied with
all terms and conditions of this Agreement and is making
reasonable progress toward the redevelopment of the Premises
and the establishment of the Maine School for the s/Maine
4 t
e st Dagxs Prior to the expiration of the oriainal
of onextension
d si ed
suc
h i shall notmben unreasonably Nithheschool
ld.
f c - I
Rxercise of Option. To exercise its right to purchase the
Premises, the DEVELOPER shall so notify the CITY in writing
thirty (30) days before the expiration of DEVELOPER's Option or
any extension thereof. Provided, that no notice of DEVELOPER's
intent to exercise the option granted here shall be effective
.so as to require the CITY to deliver title to the Premises to
the DEVELOPER unless the DEVELOPER has firstfelly complied
7
with all conditions precedent to the CITY's conveyance of the
Premises to the DEVELOPER as set out in Section II.E of this
Agreement, below.
E. giant of Enta. During the option period the DEVELOPER shall
have the right, on reasonable notice to and consent by the
CITy's City Engineer, to enter upon the Premises with persons
and necessary equipment for the preparation of surveys,
feasibility studies and construction plans. In addition,
during this period, the DEVELOPER shall have the right to enter
upon the Premises with persons and necessary equipment to erect
and maintain temporary signage of the Premises, provided,
however, that the location, size, and content of any such sign
shall be subject to the approval of the CITY's City manager and
0 long as said signage is in compliance with the CITY's sign
and historic preservation ordinances. Such entry shall be at
the DEVELOPER's sole risk and expense, and the DEVELOPER
covenants and agrees to indemnify, defend, and hold the CITY
harmless from any claims for personal injury or property damage
suffered by reason of entry upon the Premises by the DEVELOPER,
its agents or employees, or anyone acting on the DEVELOPER's
behalf, unless such personal injury or property damage is
caused by the negligent acts or omissions of the CITY, its
agents, employees, or invitees. For this purpose, DEVELOPER
hereby expressly waives any and all immunity it may have under
Maine's Workers Compensation Act in regard to such claims made
or asserted against the CITY by DEVELOPER's agents, servants or
employees. Prior to any entry hereunder, the DEVELOPER shall
first obtain liability insurance for this purpose in coverage
Duns satisfactory to CITY with the CITY as
aadditional
named insured, and shall provide the CITY with Written evidence
thereof.
All such structural repairs and environmental hazard abatement
work shall be done in a manner that causes the least possible
disturbance to the Promises. The DEVELOPER covenants and
agrees that any work done Pursuant to DEVELOPER's entry under
this paragraph shall be done in a workmanlike manner and that
the DEVELOPER shall repair any damage to the Premises resulting
from the exercise of these rights.
V, oVd of Conveyance o£ Title. Within thirty (30) days, or
such other time as the parties may agree, of the CITY's receipt
of the DEVELOPER's notice under Section II.A.] above, the CITY
shall convey good and marketable title to the Premises, free
and clear of all liens and encumbrances, except easements for
existing roads and utilities of record, to the DEVELOPER by
Municipal Quitclaim Deed, subject however to the conditions,
restrictions, and covenants contained in Sections II.E and II.0
below. Within one hundred twenty days (120) of the effective
date of this. Agreement, or such ether time as the parties may
agree, the CITY will furnish to the DEVELOPER evidence of its
title in the form of an abstract of title prepared in
accordance with the Maine Title Standards, or a title insurance
commitment issued by a title insurance company licensed to do
business in the State of Maine, that it will issue
a title
insurance policy insuring marketable title, free and clear of
all liens and encumbrances, except as set forth above. Said
commitment shall be in an amount not less than Two hundred and
fifty thousand ($250,000) plus the DEVELOPER'S estimated casts
of the improvements contemplated by this Agreement. If the
CITY is unable to tender marketable title after reasonable
efforts to do so, the DEVELOPER may choose to accept the CITY's
Municipal Quitclaim Deed, in which case the DEVELOPER shall
assume any risks associated with the title.
The parties mutually acknowledge that the CITY derives its
title to the Premises from the statutory foreclosure of
municipal tax liens for City of Bangor fiscal year 1993, said
foreclosure having occurred by operation of law on or about
December S, 1994. For purposes of satisfying the CITY's title
obligations under this paragraph, it shall be a sufficient
showing of title if a title search title insurance policy
shows fee simple title in the prior owner of record, Charles
Fitzgerald, as of December ], 1994, subject to all mortgages of
record as of that date, and if a court of competent
jurisdiction shall have entered its final decree in favor of
the CITY and against Charles Fitzgerald and all mortgage
holders of record, confirming the validity of the CITY's tax
foreclosure.
Within thirty (30) days of the date of this Cption Agreement,
or such other time as the parties may agree, the CITY shall
also provide a legal description of the Premises by metes and
bounds, as provided in paragraph II.A.2 above.
9,Effect of nRVELOPER'Sf Title. DEVELOPER's
acceptance of the CITY's Municipal Quitclaim Deed conveying
title to the Premises, tendered in accordance with Section
II.A.I above, shall relieve the CITY of any and all further
obligation to supply evidence of title or to take ether steps
to perfect the title delivered. In no event shall the CITY's
obligations to tender marketable title, and to use reasonable
efforts to determine the source of title, extend beyond the
term of this Option and any duly executed extension thereof as
set forth in Sections II.A.4 and II.A.S above. Provided,
however, that City shall cooperate with DEVELOPER to cure any
title defects discovered subsequent to the conveyance.
9, i d 1 Upon transfer
of title to DEVBIAPEA, CITY shall provide To DEVELOPER the
remaining balance, if any, of the proceeds retained by CITY
from the sale of a portion of the 'Freese's building" to Realty
Resources, Limited. The use of these proceeds by DEVELOPER
shall bs limited in accordance with the requirements of
paragraph I.6 above including the record keeping requirements
as outlined therein.
B. CONDITIONS PRECEDENT TO THE CITY'S CONVEYANCE OF THE PREMISES TO THE
DEVELOPER
Before the CITY's conveyance of the Premises, the DEVELOPER
shall complete the following:
1. 5 b in
s of Plans. The DEVELOPER shall submit preliminary
and final plans for ate for Phase 1 of the redevelopment of the
Premises for review and approval by the CITY. Phase 1 shall
1 d at a minim exterior redesign and interior
t f h fi d d fl £ h
DEVELOPER'S plans submitted in accordance with this paragraph
shall in all respects comply with all applicable Codes and
Ordinances of the City of Bangor, and in particular with the
requirements of the CITY's land Development Code and Historic
Preservation Ordinance.
Plans shall additionally conform to and be submitted i
accordance with the provisions of paragraph 2 of this Section,
below:
2, Approval of Plans. No constructionor renovation will be
allowed without the prior submission and approval of
preliminary plans, final plans, and specifications as to Phase
1 f h xoiect. All plans will be submitted to the City
Mandger, C�O the Director Of Community and Economic
Development. All plans and revisions to plans shall be
reviewed by City staff designated by the City Manager after
which the City Manager shall submit the plans along with his
recommendations to the City Council Community and Economic
Development Committee. Said plans shall be reviewed and
approved by the City Council Community and Economic Development
Committee. No plans shall be approved unless said plans have
been prepared by a duly registered architect, as defined.by
Title 32 of the Maine Revised Statutes Annotated, unless
otherwise accepted by the City. The following submissions
shall be required:
a. Prellainary Plane - The intent of the Preliminary Plans
shallbeto outline the general scope of development or
redevelopment, and to convey to the CITY sufficient
information to determine the character of the work to be
performed. The Preliminary. Plans shall contain:
(1) Site Plan - The site plan shall be drawn to a scale
of one (1) inch equals twenty (20) feet wherever
practical. The site plan shall otherwise conform to
the requirements of Article 17, Section 9 of the
CITY's Land Development Code.
(2) E1 1 - The scale of the floor plan shall be
left to the discretion of the architect. This plan
shall show general room layouts and use, including
entrances and exits. Dimensions may be approximate
and the overall floor area for each floor shall be
indicated. The elevation of each floor shall be
indicated.
(3) Elevations - A suitable cress -section or elevation of
the building shall be provided, either in the form of
an artist's rendering of the building or a
cross-section of the building. Where site grade
plays an important part in the layout of multilevel
structures, the CITY shall reserve the right to
request cutaway elevations showing the relationship
of floors to surrounding
unding grades. Materials to be
used for exterior treatment shall be indicated.
b. Final Plans and c if' t' - After approval of the
preliminary plans, the DEVELOPER shall then proceed with
the preparation of final plans and specifications. Said
plans and specifications shall show sufficient details
necessary to insure proper construction. All dimensions
and elevations shall be accurate and all materials to be
used in the structural or architectural treatment of the
facility shall be outlined in complete detail. If, in the
opinion of the CITY, there is a doubt regarding the
structural adequacy of any facility, the DEVELOPER shall
provide all required back-up data, including structural
computations, boring logs or material guarantees.
1. C. Timetable for Approval of Prellminarv/Final Plans No
DEVELOPER shall submit to the CITY's City Manager, in
care of the CITY's Director of Community and Economic
Development, for approval of preliminary plans as
specified in Section II.B.2. above. if the DEVELOPER
proposes revisions, or if the City Manager or the
Director of Community and Economic Development deem
revisions to the preliminary plans necessary or
appropriate, the revisions shall be submitted to the
Community and Economic Development Committee for its
approval not later than September Be,, 1996 July 1.
1998. The DEVELOPER is hereby advised that any time
the DEVELOPER proposes revisions to plans previously
I1
approved or submitted, the proposed revisions should
be submitted as soon as possible to the City Manager,
in care of the Director of Community and Economic
Development, for review and approval before the
DEVELOPER proceeds with the preparation of final
plans and specifications.
Concurrently with submission of preliminary plans, and no
later than �9% dune 1. 1998. the DEVELOPER
shall submit complete applications for all plan approvals
required by the City of Bangor (for site plan and
subdivision approval), the Maine Historic Preservation
Commission, and the City of Bangor Historic Preservation
Commission. The DEVELOPER shall take all steps necessary
to obtain local review and approval of site plan,
subdivision and historic preSe rvation applications no
later than - July 1, 1998
No later than Hwambe= ±5,i9'96,Su1y 15 1998 the DEVELOPER
shall meet with the City Council Cammunity and Economic
Development Committee and submit for its approval final
plans and related drawings, specifications, and documents
n the form specified in Section II.B.2 above. If the
City Council Community and Economic Development Committee
deems revisions to the final plane to be necessary o
appropriate, the plans must he so revised and submitted to
the City Council Community and Economic Development
Committee for its approval no later than
Anoust 15 1998
3. amendment to Final Plans. If the DEVELOPER desires to make any
substantial alterations in the final plans after their approval
by the City Council Community and Economic Development
Committee, the DEVELOPER shall submit the proposed change in
writing to the City Council Community and Economic Development
Committee for its approval. If the final plans, as modified by
the proposed change, still conform to the requirements of
Section II.B.1. hereof, the City Council Community and Economic
Development Committee shall not unreasonably withhold approval
of the proposed change. The City Council Community and
Economic Development Committee shall either approve or
disapprove the proposed change within ten (10) days after its
submission and notify the DEVELOPER of its decision. No final
plan approval by the Community and Economic Development
Committee shall override any requirements for City of Bangor
planning Board and Historic Preservation Commission approval.
q,i Ysa�dulS as to Phase 1.Concurrently with
the submission of the final plans, the DEVELOPER shall submit
an anticipated construction progress schedule as to Phase 1 to
the City Council. The progress schedule shall provide for the
12. _
commencement of construction within three (3) months after
closing but in no event later than No 15,
199
a done 30,
}99T and shall provide for completion of construction no later
than June 30. 1999 ^BOeembOx 3t, 1997, provided that nothing
herein shall be construed to extend, limit, or otherwise affect
the time limits prescribed in any building permit or Planning
Board approval.
5, ��egalremt. DEVELOPER shall obtain, and shall provide
satisfactory evidence thereof to the CITY, every permit,
license, and governmental approval necessary for commencement
and completion of the development described in Section II.A.1
above. Except in accordance with Section II.A.S above,o term
r deadline specified in this Agreement shall be extened by
reason of DEVELOPER'S failure to obtain or of an approving
authority to issue any required permit in a timely manner.
Provided, however, that CITY agrees to act in good faith and to
give due consideration to a request by DEVELOPER for such an
extension where the failure to obtain such approval or permit
is due to circumstances beyond the control of DEVELOPER.
6.
Evidence of finenci'no Financial Ability. The DEVELOPER shall
provide the CITY with written, legally binding commitments, in
a form satisfactory to the CITY's City Solicitor, from
acceptable lending institutions, governmental agencies, o
other sources
showino
VEL_Us financial ability to s ort proposed development
cost as required in Section II.A.luand detailed in the plans
referred to and approved under Sections II.E.1 and II.B.2
above. The DEVELOPER or D£VELOPER's general contractor shall
post with said financing entity both a performance bond and a
labor and materials payment bond issued by a corporate surety
licensed to do business in the State of Maine, each in a penal
um equal to the total estimated cost of the total proposed
development, to secure performance of the obligations set forth
in Sections II.B.1, I1.8.2.1 II.B.3 and II.B.4 above. The
DEVELOPER or the DEVELOPER's general contractor shall submit to
the CITY a copy of said bonds and written evidence of payment
of the required premiums. The bonds must remain in effect
until the CITY's issuance of the Certificate of Completion
under Section II.C.12 below.
7,i C_4.ect. The DEVELOPER shall provide the CITY
with a certificate executed by the DEVELOPER and its general
contractor, certifying the existence of a contract or contracts
for construction of the total development in accordance with
the provisions of Sections II.B.1, II.B.2, II.B.3 and II.B.4
above.
nom,
The DMWPER
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14
ant shallavailable to
WrIng h a ebl.eaa i nosiness h
C. IT T E F THE PAE
THE DEVELOPER
Except as otherwise specified herein, the following express
conditions, covenants, and restrictions shall be expressly
incorporated into the CITY's Deed to the DEVELOPER, and shall run
with the land:
1 Deed covenants, It isintended and agreed, and the Deed shall
o expressly provider that the express conditions, covenants,
and restrictions provided in Section II.0 hereof shall be
covenants "running with the land" and that they shall be
binding, to the fullest extent permitted by law and equity, for
the benefit and in favor of, and enforceable by, the CITY and
any successor in interest to the Premises or any part thereof
for the time periods specifically prescribed herein for each.
None of the provisions and remedies below, including the
Reversion specified in Section II.C.10, shall be construed so
as to limit the DEVELOPER's liability to the CITY for the
DEVELOPER's breach of any of its obligations under this Option
Agreement and the Deed.
2,i The DEVELOPER agrees for itself, and every
successor in interest to the Premises, or any part thereof, and
the Deed shall contain express
covenants on the part of the
DEVELOPER for itself, and itssuccessors and assigns, that the
Premises and any improvements which mayabe or may become
located thereon shall be used, constructed, developed, occupied
and maintained in accordance with the laws, ordinances, o
regulations of the State of Maine and the City of Bangor, as
the same may now or hereafter be in effect. In the event that
both the State and the City have law(s) governing the same
subject matter, DEVELOPER agrees that the Premises and any
improvements which may be or may become located thereon shall
be governed by the most restrictive of these law(s). The
DEVELOPER further agrees that any structure, or the occupancy
thereof, constructed on the Premises shall not unreasonably
interfere in any way with the operation, maintenance, orepair o
replacement of all existing sewer lines on the Premises which
are depicted on the survey to be furnished by CITY to DEVELOPER
under Section II.A.9 above. in addition to other requirements
herein, the DEVELOPER shall not construct any structure on the
Premises without receiving prior written certification by the
City Engineer that said structure shall not unreasonably
interfere with said sewer lines.
3.'-d' im' ti The DEVELOPER agrees for itself, and
every successor in interest to the Premises, or any part
thereof, and the Deed shall contain express covenants on the
part of the DEVELOPER for itself, and its successors and
assigns, that the DEVELOPER, and its successors and assigns,
shall not discriminate upon the basis of race, color, creed,
national origin, age, sex, physical or mental handicap or on
any other basis prohibited by law now or in the future, in the
sale, lease, or rental, or use or occupancy of the Premises or
any improvements thereon. This covenant shall runin
perpetuity. This covenant against discrimination be
binding for the benefit and in favor of, and enforceable by the
CITY and the United States of America against the DEVELOPER and
very successor in interest to the Premises or any part
thereof.
y, prpuerty Taxes/In Lieu of Tax Par�eem_ent. The DEVELOPER agrees
for itself, and every successor cinterest to the Premises, or
any part thereof, and Deed shallcontain express covenants on
the part of the DEVELOPER for itself, and its successors and
assigns, that in the event the Premises or any portion thereof
Shall be transferred to or operated by a tax-exempt entity such
that the Premises of any portion thereof shall no longer be
subject to such real estate or personal property taxes as may
be otherwise imposed by the CITY in its governmental capacity
upon the Premises or any portion thereof, the DEVELOPER or such
successor in interest shall enter into an in -lieu of tax
agreement with the CITY.
Such agreement shall require the DEVELOPER orsuch successor in
interest, to establish a scholarship fund to be used to defray
the costs and expenses of deserving City of Bangor residents
who wish to attend the Maine School for the Arts/Maine Miah
School For the arts. On ann
annual basis, a minimum of 2% of
the gross receipts derived from any tax-exempt activity taking
place within the Premises shall be provided to the City of
Bangor to be held in treat for this purpose. Said receipts
shall be paid to the CITY no later than sixty (60) days after
the close of the fiscal year of the tax exempt entity(ies)
DEVELOPER shall cooperate with CITY in establishing the
appropriate trust documents and the procedures governing the
disbursement of these funds.
Should the Maine School for the Artslxaine High School for h
"rtR cease to function or transfer all or any portion of the
Premises for any reason, the in -lieu of tax payments shall on
account of any tax exempt use of the Premises be made in cash
to the CITY's General Fund. In such event, the amount of such
in -lieu of tax payments shall equal fifty percent (508) of the
amount that would otherwise be assessed as property taxes on
the Premises or exempt portion thereof, including all
Improvements thereto and personal property located thereon,
were the Premises and such improvements and personal property
fully taxable; minus any amount paid by the tax exempt
organization to the City of Bangor on account of the Premises
as a service lea under 36 MRSA 651(a)(1) or other provision of
law, as now in force or hereafter amended.
5, a bdiv' q i on Restriction. The DEVELOPER agrees for itself, and
every successor in interest to the Premises, or any part
thereof, and the Deed shall contain express covenants on the
part of the DEVELOPER for itself, and itssuccessors and
assigns, that the Premises shall not be subdivided without the
CITY's express written consent, which consent shall not be
unreasonably withheld. For the purpose of this paragraph, the
following alone shall not be deemed to constitute a
subdivision:
a. Development of the project as a condminim pursuant to
the Maine Condominium Act (33 M.R.S.A. Sec. 1601-101 at
seq.).
b. Leases of portions of the Premises.
c. Construction of separate buildings or structures on the
Premises.
d. Sale of conveyance of all or a portion of the Premises to
corporation to be organized, under the n "Maine
School for the Arts/Maine Rich School for the Arts', for
the purpose of operating high school for the arts and arts
conservatory as contemplated by this Agreement.
6, Luind Spa u1 triction. The DEVELOPER represents and
agrees that its purchase of the Premises and its other
undertakings pursuant to this Option Agreement are and will be
used for the purpose of development of the Premises in
accordance with Section II.A.1 above, and not for speculation
in land holdings. This covenant shall terminate upon the
CITY's issuance of the Certificate of Completion under Section
II.C.12 below.
I. IT A vol The DEVELOPER
recognizes that the qualifications and identity of the
DEVELOPER, and its principals or any successors in interest,
are of particular concern to the CITY. The DEVELOPER further
recognizes that it is because of such qualifications and
identity that the CITY is entering into this Option Agreement
and is. willing to accept and rely on the obligations of the
DEVELOPER for the faithful performance of all undertakings and
covenants to be performed by the DEVELOPER.
Therefore, the DEVELOPER represents and agrees for itself, its
successors and assigns, that, except only by way of security
for the purpose of obtaining financing necessary to enable the
DEVELOPER or any approved successor in interest to perform the
obligations under Section II.B hereof, the DEVELOPER has not
made or created and, until the CITY issues the Certificate of
Completion under Section II.C.12 below, will not make or
create, or suffer to be made or created, any total or partial
sale, assignment, conveyance, lease, trust, power, or transfer
in any other mode or form, of, or with respect to, this Option
Agreement, the Premises, or any part thereof, or interest
therein, nor shall any contract or agreement to do any of the
ease be entered into without the CITY's prior written approval.
The foregoing provisions shall not apply to the lease of the
premises or the improvements to be constructed thereon to
prospective tenants, provided that said leases are made subject
to the provisions of this Agreement.
The CITY shall be entitled to require as conditions to any such
approval that
a. Any proposed transferee shall have the qualifications and
financial responsibility, determined by the CITY by
written evidence submitted to it, to be necessary and
adequate to fulfill the obligations undertaken under
Section II.B hereof;
b. Any proposed transferee, by instrument in writing
satisfactory to the CITY and in a form recordable in the
Penobscot Registry of Deeds, shall for itself and its
successors and assigns, and expressly for the benefit of
the CITY, have expressly assumed all of the obligations of
the DEVELOPER under this Option Agreement and agrees to be
subject to all of the conditions and restrictions to which
the DEVELOPER is subject under Section II.0 hereof) and
c. The consideration payable for the transfer by the
transferee or on its behalf shall not exceed an amount
representing the actual cost to the DEVELOPER of the
Premises and the improvements, if any, theretofore made
thereon by it; the intent of this provision being to
preclude assignment of the agreement, or transfer of the
Premises, for profit prior to the CITY's issuance of the
Certificate of Completion under Section II.C.12, and to
provide that if any such assignment or transfer is made
the CITY shall be entitled to increase the purchase price
to the DEVELOPER by the amount that the consideration
payable for the assignment or transfer is in excess of the
amount that may be authorized pursuant to this
subparagraph c. and such consideration shall, to the
extent that it is in excess of the amount so authorized,
belong and forthwith be paid to the CITY.
All covenants contained in this Section II.C.J shall terminate
upon the CITY's issuance of the Certificate of Completion under
Section II.C.12 below and upon completion of five full years of
operation of the Mair School for the Arta/Maine High School
for the
8, to Commletionof improvements.
a. Prior to the completion of the improvements as certified
by the CITY, neither the DEVELOPER nor any successor in
interest to the Premises o any part thereoshall engage
n any financing or any other transaction creating any
mortgage or any other encumbrance or lien upon the
Premises, whether by express agreement or operation of
law, or permit any encumbrance of lien to be made on or
attached to the Premises, except for the purpose of
obtaining funds necessary fox making improvements provided
herein. The DEVELOPER shall notify the CITY in advance of
any mortgage financing it proposes to enter into with
respect to the Premises, and of any encumbrance or lien
that has been created on or attached to the Premises,
whether by voluntary act of the DEVELOPER or otherwise.
b. The holder of any mortgage authorized by this Option
Agreement, including any such holder who obtains title to
the Premises or any part thereof as a result of
foreclosure proceedings or action in lieu thereof, shall
not be obligated by the provisions of this Option
Agreement to construct or complete the improvements or to
guarantee such construction or completion. No covenant o
any other provision in any deed shall be construed so to
obligate any such holder. However, neither such holder
nor its successors or
assigns shall be authorized to
devote the Premises or any part thereof to any uses, or to
construct any improvements thereon, other than those uses
or improvements provided or authorized in this Option
Agreement.
All covenants contained in this Section II.C.8 shall terminate
upon the CITY'e issuance of the Certificate of Completion under
Section II.C.12 below and upon completion of five full years of
operation of the Maine School for the Arts/Maine Hiah School
for the Acts.
g, Notice of befaultg1 .
a. Whenever the CITY shall deliver or make any notice or
demand to the DEVELOPER with respect to any breach or
default by the DEVELOPER in its obligations or covenants
under this option Agreement, the CITY shall at the same
time deliver to each holder of record of any mortgage
authorised by this agreement a copy of such notice or
demand. Each such holder shall, insofar as the rights of
the CITY are concerned, have the right at its option to
cure such breach or default and to add the cost thereof to
the mortgage debt and the lien of its mortgage. However,
if the breach or default is with respect to construction
of the improvements such holder may not undertake or
continue the construction or completion of the
improvements beyond the extent necessary to conserve or
protect improvements or construction already made without
first having expressly assumed i writing the obligations
to the CITY to complete, in the matter provided in this
option Agreement, the improvements on the Premises or the
part thereof to which the lien or title of such holder
relates, and having submitted evidence satisfactory to the
CITY that it has the qualifications and financial
responsibility necessary to perform such obligation. Any
such holder who shall properly complete the improvements
relating to the Premises or applicable part thereof shall
be entitled, upon written request made to the CITY, to a
certification by the CITY to such effect in a manner
provided in Section II.C.12 of this Agreement. Such
certification shall, if so requested by such holder,
provide that any remedy of the CITY's with respect to
reverting of title to the Premises because of failure of
the DEVELOPER to cure any default with respect to the
construction of the improvements on other parts of parcels
of the Premises, or because of any other default in or
breach of this Agreement by the DEVELOPER, shall not apply
to the part or parcel of the Premises to which such
certification relates.
b. I£ after the DEVELOPER's default under this Agreement, the
holder of any mortgage on the Premises or part thereof
does not exercise the option to construct or complete the
Improvements relating to the Premises or part thereof
covered by its mortgage or to which it has obtained title'
within 60 days after the holder has been notified of the
default or undertakes completion of the improvements but
does not complete construction within the period as agreed
upon by the CITY and such holder, the CITY shall have the
optionofpaying to the holder the amount of the mortgage
debt -and securing an assignment of such debt and of the
mortgage. If ownership of the Premises or part thereof
has vested in such holder by way of foreclosure or action
in lieu thereof, the CITY shall be entitled, at its
option, to a conveyance to it of the Premises or part
thereof upon payment to such holder of an amount equal to
the sum of the mortgage debt at the time of foreclosure or
MI
action in lieu thereof less all appropriate credits,
including those resulting from collection and application
of rentals received during foreclosure proceedings; all
expenses with respect to the foreclosure; the net
expenses, exclusive of general overhead, incurred by such
holder in and as a direct result of the subsequent
management of the Premises; the cost of any improvements
made by such holder; and an amount equivalent to the
interest that would have accrued on the aggregate of such
amounts had all such amounts become part of the mortgage
debt and such debt had continued in existence until such
acquisition by the CITY.
C. In the event of the DEVELOPER's default in its obligations
under any mortgage or other instrument creating an
encumbrance upon the Premises or part thereof prior to
completion of improvements, the CITY may at its option
cure such default or breach. In such case the CITY shall
be entitled, in addition to and without limitation upon
any other remedy to which it shall be entitled by this
Option Agreement, operation of law, or otherwise, to
reimbursement from the DEVELOPER or successor in interest
of all costs and expenses incurred by the CITY in curing
such default or breach, and to a lien upon the Premises or
part thereof to which the mortgage, encumbrance, or lien
relates, to secure such reimbursement.
d. For the purposes of this and other Paragraphs of this
Option Agreement, the term 'holder° in reference to a
mortgage shall be deemed to include any insurer or
guarantor of any obligation or condition secured by such
mortgage, including but not limited to the Federal Housing
Commissioner, the Administrator of veterans Affairs, and
any successor in office of either such official.
All covenants contained in this II.C.9 shall terminate upon the
CITY's issuance of the Certificate of Completion under Section
II.C.12 below.
10. t or sio Prior to Completion. In the event that prior
to the CITY's issuance of the Certificate of Completion under
Section C.12. below: -
a. The DEVELOPER, or its successor in interest or assign,
shall default in or violate its obligations with respect
to the construction of the improvements (including the
nature and the dates for thebeginningand completion
thereof), or shall abandon or substantially suspend
construction work, and any such default, violation,
abandonment, or suspension is not cured, ended, o
remedied within three (3) months (or six (6) months, if
21
the default is with respect to the date for completion of
the improvements) after written demand by the CITY to do
so; or -
b. The DEVELOPER, or its successor in interest or assign,
shall fail to pay real estate taxes or assessments on the
Premises or any part thereof when due, or shall place
thereon any encumbrance or lien unauthorized by Section
II.0 hereof, or shall suffer any levy or attachment to be
made, or any materialmen's or mechanic's lien, or any
other unauthorized encumbrance or lien to attach, and such
taxes or assessments shall not have been paid, or the
encumbrance or lien removed or discharged or provision
made, satisfactory to the CITY, for such payment, removal,
r discharge, within thirty (30) days after the CITY's
written demand to do so; or
c. The DEVELOPER, or its successor
ninterest or assign,
shall make any assignment for the benefit of creditors, or
a receiver or similar officer shall be appointed to take
charge of all or any substantial part of the DEVELOPER's
property, and such assignment or appointment is not
dismissed or released within thirty (30) days of the date
the assignment or appointment is made; or
d. There i , in violation of Section II.0 hereof, any
transfer of the Premises or any part thereof, or any
change in ownership of the DEVELOPER, except as expressly
permitted in Section II.C.] above, and such violation
shall not be cured within thirty (30) days after written
demand by the CITY to the DEVELOPER:
then the CITY shall have the right to re-enter and take
possession of the Premises and to terminate and r vest in the
CITY the entire estate conveyed by the Deed to the DEVELOPER as
if no Deed had ever been given; it being the intent of this
provision, together with other provisions of Section C. hereof,
that the conveyance of the Premises to the DEVELOPER shall be
made upon, and that the Deed shall contain, a condition
subsequent to the effect that in the event of any default,
failure, violation, or other action o action by the
DEVELOPER specified in subparagraphs s inaction
c. and d. of
Section II.C.10 hereof, and failure on the part of the
OEVEWPER to remedy, end, or abrogate such default, failure,
violation, or other action or inaction, within the period and
in the manner stated in such subparagraphs, the CITY at its
option may declare a termination in favor of the CITY of the
title, and of all the rights and interest in and to the
Pxemises, and that such title and all rights and interest of
the DEVELOPER, and any assigns or successors in interest to and
In the Premises shall revert to the CITY; provided, however,
that such condition subsequent and reverting of title in the
CITY shall always be subject to and limited by, and shall not
defeat, render invalid or limit in any way: -(1) the lien of
22
any mortgage authorized by Section II.0 hereof, and (2) any
rights or interests provided in Section II.0 for the protection
of the holders of such mortgages.
The CITY shall have the right to institute such actions or
proceedings as it may deem desirable for effectuating the
purposes of this Section II.C.10 including also the right to
execute and record or file among the public land records in the
office in which the Deed is recorded a written declaration of
the termination of all the right, title and interest of the
DEVELOPER, its successors in interest and assigns, in the
Premises and the reverting of title in the CITY; provided,
however, that any delay by the CITY in instituting or
prosecuting any such actions or proceedings or otherwise
asserting its rights under Section II.0 hereof shall not
operate as a waiver of such rights or to deprive it of or limit
such rights in any way.
The exoress conditions, covenants, and restrictions contained
in this Section II.C.10 shall terminate upon the CITY's
issuance of the Certificate of Completion under Section II.C.12
below.
11.Disnc$iticu Uren Beversion.Upon the reverting in the CITY of
title to the Premises or any part thereof as provided in
Section II.C.10, the CITY shall in accordance with State law
use its best efforts to resell the Premises or part thereof,
subject to any existing mortgage liens, as soon and in such
manner as the CITY shall find feasible and consistent with the
objectives of developing the Premises to a qualified and
responsible party or parties, as determined by the CITY, who
will assume the obligation of making or completing the
improvements or such other improvements in their stead as shall
be satisfactory to the CITY.
Upon the resale of the Premises, the proceeds thereof shall be
applied:
a. First, to reimburse the CITY for: all costs and expenses
u
incrred by the CITY including but not limited to salaries
of personnel in connection with the recapture, management,
and resale of the Premises or part thereof (but less any
income derived by the CITY from the Premises or part
thereof); all taxes, assessments, water, sewer and other
utility charges with respect to the Premises or part
thereof; any payments made or necessary to be made to
discharge any encumbrances or liens existing on the
Premises or part thereof at the time of reverting of title
thereto in the CITY or to discharge or prevent from
attaching or being made any
sublta,eor acts acts
or
liens due to obligations,of
DEVELOPER, its successors or assigns; any expenditures
made or obligations incurred with respect to the making or
completion of the improvements or any part thereof on the
21
Premises or part thereof; and any amounts otherwise Owing
to the CITY by the DEVELOPER and its successor or assign;
and
b. Second, to reimburse the DEVELOPER, its successors or
assigns, up to the amount equal to: (1) the sum of the
purchase price paid by it for the Premises or part thereof
and the cash actually invested by it in making any of the
Improvements On the Premises or part thereof; less (2) any
gains or income withdrawn or made by it.
The CITY shall retain as its property any balance remaining
after such reimbursement.
The express conditions, covenants, and restrictions contained
in this Section II.C.11 shall terminate upon the CITY's
issuance of the Certificate of Completion under Section II.C.12
below.
12. Certificate of Comlation. Promptly after completion of the
improvements in accordance with the provisions of this Option
Agreement, the CITY will furnish the DEVELOPER With an
appropriate instrument so certifying, which instrument shall
not be unreasonably withheld. Such certification shall be in
such form as will enable it to be recorded in the Penobscot
County Registry of Deeds. The CITY's issuance of the
Certificate of Completion will constitute conclusive proof of
the satisfaction and termination of the express conditions,
covenants, and restrictions contained in Sections II.C.6,
II.C.4, II.C.S, II.C.9, II.C.10, and II.C.11 above.
If the CITY shall refuse Or fail to provide such certification,
the CITY shall, within thirty (30) days after written request
by the DEVELOPER, provide the DEVELOPER with a Written
statement indicating in adequate detail in what respects the
DEVELOPER has failed t0 complete the improvements in accordance
with the provisions of this Option Agreement and what measures
will be necessary to obtain such certification.
13. Severabilitv. If any provision of this Option Agreement is
determined to be invalid or unenforceable under law,itshall
not affect the validity or enforcement of the remaining
obligations or portions hereof.
14, Notice. Any notice under this Option Agreement by either party
to the other shall be sufficiently given or delivered if it is
dispatched by registered or certified mail, postage prepaid,
return receipt requested, or delivered personally, and
a. in the case of the DEVEWPER, is addressed to or delivered
personally to the DEVELOPER, 96 Harlow Street, Suite 9,
Bangor, ME 04401.
24
b. in the case of the CITY, is addressed to or delivered
personally to the CITY, c/o City Manager, City Hall, 73
Harlow Street, Bangor, Maine 04401.
or to such other persons or addresses as the parties may
designate in writing to the other.
15. Magjud m of notion. Upon request of either, the parties
agree to prepare and execute a Memorandum of Option in
recordable form, which Memorandum may be recorded by either
party in the Penobscot County Registry of needs.
IN WITNESS WHEREOF, the parties hereto have set theirhandsthe day
and year first written above.
CITY OF BANGOR
By
Witness Edward A. Barrett
Its City Manager
NORTHERN CONSERVATORY OF MUSIC
By
witness Daryl Rhodes
Its President
STATE OF MAINE
Penobscot, as.
WRkNi
Then personally appeared the above-named Edward A. Barrett, in his
capacity as the City Manager of the City of Bangor, .and acknowledged the
foregoing instrument to be his free act and deed in such capacity and the
free act and deed of the City of Bangor.
Printed Beast
Before me,
Notary Pubiic
Attorney at Law
STATE OF MAINE
25
Penobscot, as. , 1995
Then personally appeared the above-named Daryl Rhodes, in his
capacity as President of Northern Conservatory of Music and acknowledged
the foregoing instrument to be his free act and deed in such capacity and
the free act and deed of the Corporation.
Before as,
Printed Name:
Notary Public
Attorney at Law
26