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HomeMy WebLinkAbout1972-08-14 265-Z ORDER165-Z Introduced by Councilor Bigney, Aug. 14, 1972 CITY OF BANGOR (TITLE) vlrUr, _Arthozzzing. the. Cjty Managex...eo execute the attached -contract.. for.. the ,purchase of the City Hall lot, so called By dw qty Cow dl of City of Bangor: ORDERED, THAT, the City Manager is hereby authorized and directed to execute, on behalf of the City of Bangor, the attached contract for the purchase of the City Hall lot, so called, from the Urban Renewal Authority of the City of Bangor. 265-Z RECEIVED Introduced and filed by 1972 JUL 31 AF 8:40 O R D E R CITY CL E.RK'S OFFNEie, ^.Iry pF aqi;^r PfISF Contract for In cbasa o£ City Hall Lot ...................................... IN CITY COUNCIL Aug. 14, 1972 PASSED ......... .... ... ... .. .. .. ... .. ........ Introduced and filed by Contract for sale of Land For Redevelopment by a Public Body AGREEMENT (hereinafter called "AgreMaDt") made on or as Of the day of , 19 , by and between the Urban Renewal Authority Of the City Of Bangor, a public body corporate and politic of the State of Maine (hereinafter called "Agency') having its office at 73 Harlow Street, in the City of Bangor, State of Maine, and the City. of Bangor, a public body, corporate and politic of the State of Maine (hereinafter called "Public Body') having its office at City Bell, in the City of Bangor, State of Maine, WITNESSETH: WHEREAS, in furtherance of the objectives of the Private and Special Laws, Chapter 168 (1957), Maine,the Agency has undertaken a program for the clearance and reconstruction or rehabilitation of slum and blighted areas in the City of Bangor (hereinafter called "City'), and in this connection is engaged in carrying out anurban renewal project known as the "Henduskeag Stream Project, Me. R-711 (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 an urban renewal plan for the Project Consisting Of "the Urban Renewal Plan, dated February 6, 1968 and approved by the City Council of the City on August 1, 1968 (which plan a ended and 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 a copy of the Urban Renewal Plan as constituted on the date of the Agreement, a Declaration of Restrictions has been recorded among the land records for the place in which the Project Area is situate, namely, Penobscot County Registry of Deeds, Book 2152, Page 367 WHEREAS, in order to enable the Agency to achieve the objectives of the Urban Renewal Plan, and particularly to make lana n the Project Area available (after acquisition and clearance by the Agency) for redevelopment by a public entity for and in accordance with the uses specified in the Urban Renewal Plan, both the Federal Government and the City have undertaken to provide, and have provided substantial aid and assistance to the Agency through a Contract for Loan and Capital Grant dated December 23, 1964, in the case of the Federal Government, dad a Cooperation Agreement dated July 14, 1964, in the case of the City: NOW, THEREFORE, each of the parties hereto, for and i consideration of the premises and the mutual obligations herein, does hereby covenant and agree with the other, as follows: ARTICLE I. GENERAL TERMS OF CONVEYANCE OF PROPERTY Sec. 1. Sale and Purchase Price. Subject to all the terms, covenants and conditions of the Agreement, the Agency will sell certainreal property in the Project Area more particularly described n Schedule B annexed hereto and made apart hereof (which property, as so described, is hereinafter called "Property"), to the Public Body for, and the Public Body will purchase the Property and pay to the Agency therefor, the amount of Fifty-five Thousand and 00/100 Dollars ($55,000.00), hereinafter called "Purchase Price". Such payment shall be in cash, or by such check as shall be satisfactory to the Agency, at the time and place provided herein. Sec. 2. Conve ^nce. The Agency shall convey to the Public Body, upon payment full of the Purchase Price by the Public Body, title to the Property by quit claim deed (hereinafter called 'Deed"). Such conveyance shall, in addition to all other conditions, covenants, and restrictions set forth or referred to elsewhere in the Agreement, be subject to: (a) Declaration of Restrictions recorded in Book 2152, Page 367 Sec. 3. Delivery o£ Deed. The Agency shall deliver the Deed and possession of the Property to the Public Andy on June 1, 1972, or on such earlier date as the parties hereto may mutually agree in writing. Conveyance shall be made at the principal office of the Agency and the Public Body shall accept such conveyance and pay to the Agency at such time and place the Purchase Price. ARTICLE II. PREPARATION OF PROPERTY FOR REDEVELOPMENT Sec. 1. Preparation of Property. The Agency shall, prior to conveyance of a Property and NFR* The to the Public Body, prepare the Property for redevelopment, which preparation shall consist of the following: Preparation by the Agency has been completed. Sec. 2. Other Action by Auto. Relating to Preparation. None. ARTICLE III. CONSTRUCTION OF IMPROVEMENTS Sec. 1. Construction Required. The Redeveloper will redevelop the Property by construction thereon o£ a one -level parking facility capable of the addition of added levels. -2- Sec. 2. Time for Construction. The Public Body agrees for itself, its successors and as signs, and every successor rinterest to the Property, or any partthereof, and the Deed shall contain covenants on the part of the Public Body for itself and such successors and assigns, that the Public Body shall begin the redevelopment of the Property through the construction of the Improvements thereon, within one month from the date Of the Deed, and diligently proceed to complete such Construction within twelve (12) months from such date. It is intended and agreed, and the Deed shall so expressly provide, that the agreements and covenants of the Agreement pertaining to the Improvements shall be covenants running with the land and that they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in the Agreement, be, to the fullest extent permitted by law and equity, binding for the benefit of the community and the Agency and enforceable by the Agency against the Public Body, its successors and assigns, and every successor interest to the Property, or any part thereof or any interesttherein. Sec. 3. Report on Progress. Subsequent to conveyance of the Property or any Part thereof to the Public Body_ and until construction of the Improvements has been completed, the Public Body shall, upon written request of the Agency, make, in such detail as may reasonably be required by the Agency, and forward to the Agency a report in writing as to the actual progress of the Public Body with respect to such construction. During such period, the work of the Public Body shall be subject to Inspection by the Agency. Sec. 9. Acc eaa to Property. Prior to delivery of possession of the Property to the Public Body, the Agency Brill permit the Public Body access thereto, whenever and to the extent necessary to carry out the Purposes of this and other sections or provisions of the Agreement; and, subsequent to such delivery, the Public Body shall permit access to the Property by the Agency whenever and to the extent necessary to carry out the purpose of this and other sections or provisions of the Agreement. Sec. S. Certificate of Completion. Promptly after completion of the Improvements i cordancc with the provisions of the Agreement, the Agency nshall furnish the Public Body with a appropriate instrument so certifying. Such certification by the Agency shall be (and it shall be so provided in the Deed and i the certification itself) a conclusive determination of satie£actioa and termination of the agreements and covenants in the Agreement and in the Deed with respect to the obligations of the Public Body, its successors and assigns, and every successor in interest to the Property, to construct the Improvements and the dates for the beginning and completion thereof. All certifications provided for in this Section shall be in such form as will enable them to be recorded with the Registry of Deeds for the County of Penobscot. -3- ARTICLE IV. LAND USES Sec. 1. Restrictions on Land Use. The Puhlic Body agrees for itself, its s ve and assigns, and every successor i interest to the Property, Ceorany part thereof, and the Deed contain covenants on the part of the Public Body for itself, and such successors and assigns, that the Public Body, and such successors and assigns, shall: (a) Devote the Property to and only to and in accordance with, the uses specified in the aforesaid Declaration of Restrictions, as the same may hereafter be amended and extended from time to time; and (b) Not discriminate upon the basis of race, color, creed, or national origin in the sale, lease, o rental or n the use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof. .Sec. 2 Effect of Covenants; Period of Duration. It is intended and agreed, and the Deed shall so -expressly provide, that the agreements and covenants provided in this Article IV shall be covenants running with the land and that they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically proviced in the Agreement, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by, the Agency, its successors and assigns, the City, and the United States (in the case of the covenant provided in subdivision (b) of Section 1 of this Article IV), against the Public Body, its successors sora and assigns, and every successor in interest to the Property or any part thereof or any interest therein, and any party in possession or occupancy of the Property or any part thereof. It is further intended and agreed that the agreement and covenant provided (a) r subdivision (a) of Section 1 0£ this Article IV shall r effect until June 22 1984 (at which time such agreement eandncovenant shall terminate and (b) in subdivision (b) of such section I shall remain in effect without limitation as to time. Sec. 3. En£orceabilitY by Agency and United States. In amplification, and not i estr fiction, of the provisions of Section 2 of this Article IV, itisintended and agreed that the Agency shall be deemed a beneficiary of the agreements and covenants provided n Section I of this Article IV, and the United States shall be deemed a beneficiary of the covenant provided in subdivision (b) of such Section 1, both for and in their or its own right and also for the purposes of protecting the interests of the community and the other parties, public or private, in whose favor or for whose benefit such agreements and covenants have been provided. -4- Such agreements and covenantsshall lU(and the Deed £Oshall so state) run in favor of the Agency and the period during which such agreements and covenants shall be in force, without regard to whether the Agency of the United States is or has been an owner of any land or interest therein to, or in favor of, which such agreements and covenants relate. The Agency shall have the right, in the event of any breach of any such agreement or covenant, and the United States shall have the right, in the event of any breach of the covenant provided in subdivision (b) of Section 1 of this Article IV, to exercise all the rights and remedies, and to maintain any actions or suite at law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled. ARTICLE V. PROHIBITIONS AGAINST ASSIGNMENT_ AND TRANSFER Sec. 1. R p As to Redevelopment. The Public Body represents and agrees that its purchase of the Property shall be for the purpose of redevelopment of the Property in accordance with the Urban Renewal Plan and the Agreement. Sec. 2. Prohibition A ainst Transfer of Pro art and Assignment. The Public Body has n made or created, and will not, pri the proper completion of the Improvements, as certified by the Agency, make or create. or suffer to be made or created, (a) any total or partial sale, conveyance, or lease of the Property, or any part thereof or interest therein, or (b) any aszignament of the Agreement, or any part thereof, or (c) any agreement to do any of the foregoing, without the prior written approval of the Agency. Such approval shall be on such condition as the Agency may in its exclusive discretion determine, including, but not limited to, the assumption by the proposed transferee, by instrument in writing for itself and its successors and assigns, and for the benefit of the Agency, of all obligations of the Public Body under the Agreement. ARTICLE VI. REMEDIES Sec. 1. Notice of Default. In the event of any default under or breach of any of the terms or conditions of the Agreement by either party hereto, or any successor or assign of, or successor in interest to, the Property, such party or successor shall upon written notice from the other proceed to remedy or cure such default or breach within sixty (60) days after receipt of such notice. In case such action is not taken or diligently pursued or the default or breach shall not be cured or remedied within a reasonable time, the aggrieved party may institute such proceedings s may be necessary or desirable in its opinion to cure or remedy such default or breach or to obtain damages tberefor, including but not limited to proceedings to compel specific performance by the party in default or breach of its obligations. -5- Sec. 2. Termination by Public Body. 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 sixty (60) days after written demand by the Public Body, then the Agreement shall at'.the option of the Public Body be terminated, and neither the Agency nor the Public Body shall have any further rights against or liability to the other under the Agreement. Sec. 3. Termination by Agency. In the evert that prior to conveyance of the Property to the Public Body and in violation of the Agreement the Public Body (and any successor ininterest) assigns or attempts to assign the Agreement or any rights herein or n the Property, or the Public Body does not pay the Purchase Price for and take title to the Property upon proper tender of conveyance by the Agency pursuant to the Agreement, then the Agreement and any rights of the Public Body or any successor or assign of the Public Body or transferee of the Property under the Agreement or arising therefrom, with respect to the Agency or the Property, shall at the option of the Agency be terminated by the Agency. In such event, except for the right of the Agency to danages for such breach afforded by law, neither the Public Body (or assignee o transferee) nor the Agency shall have any further rights against or liability to the other under the Agreement. Sec. 4. Oelays Beyond control of Parties. For the Purposes of the Agreement, neither the Agency ncr the Public Body, s the smay be, nor any successor of either of then shall beconsidered in breach of or in default under its obligations with respect to the preparation of the Property for redevelopment, or the beginning and completion of construction of the Improvements,or progress in respect thereto, in the event of enforced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not restricted to, acts of God, acts of the public enemy, acts of the Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, or delays of subcontractors due to sucbcauses; it being the purpose and intent of this provision that,ln the event of the occurrence of any such enforced delay, the time or times for preformance of the obligations of the Agency with respect to construction of the Improvements, as the case ray be, shall be extended for the period of the enforced delay; provided, that the party seeking the benefit of the provisions of this Section shall, within ten (10) days after the beginning of any such enforced delay, have first notified the other party thereof fn writing, and of the cause or causes thereof and requested an extension for the period of the enforced delay. Sec. 5. Rights and Remedies Cumula rive. the rights and remedies Of the parties to the Agreement, whether provided by law or by the Agreement, shall be cumulative, and the exercise by either partyof any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach, or of any of its remedies for any other default or breach by the other party. -6- No waiver made by either party with respect to the performance, manneror r time thereof, or any obligation of the other party or any condition to its own obligation under the Agreement shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligatior of the other party or condition to its own obligation beyond those expressly waived and to the extent thereof, or a waiver in any respect in regard to any other rights of the party making the waiver or any other obligations of the other party. No such waiver shall be valid unless it i writing duly signed by the party waiving the right or rights. ARTICLE VII. MISCELLANEOUS PROVISIONS Sec. 1. conflict of Interest. No member, official, or employee of the Agency ­­ahall any personal interest, direct or indirect, in the Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or associtaion in which he is, directly or indirectly, interested. No member, official or employee of the Agency shall be personally liable to the Public Body or any successor in interest in the event of any default or breach by the Agency or for any amount which may become due to the Public Body or successor or on any obligations under tie terms of the Agreement. Sec. 2. Equal blaploymant Opportunity. The Public Body, for itself, and its successors and assigns agrees that it will include the following provisions of this Section 2 in every contract or purchase order which may hereafter be entered into between the Public Body and any party (hereinafter in this Section Called "Contractor") for or in connection with the construction of the Improvements, or any part thereof, provided for in the Agreement unless such contract or purchase order is exempted by rules, regulations, or orders of the Secretary of Later issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965: "Sec. Egual Employment Opportuni�. During the performance of this contract, t e Contractor ay,sea with the Public Body as follows: (a) mho Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin, and after October 13, 1968, because of race, color, religion,e, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color or national origin, and after October 13, 1968, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay -7- or other forma of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and employees and applicants for employment, notices to be provided by the Agency setting forth the provisions of this nondiscrimination clause. (b) The Contractor will,nall solicitations or advertisements for employees placed by o on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin, and after October 13, 1968, without regard to race, color, religion, sex, or national origin. (c) The Contractor willsend to each labor Orin or representative of workers with which the Contractor has acollective bargaining agreement or other contract or understanding, a notice, to be provided, advising the labor union or worker's representative of the Contractor's commitments Under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (d) The Contractor will comply with a=1 provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (e) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secre =ary of Labor or the Secretary of Housing and Urban Development pursuant thereto, and will permit access to the Contractor's books, records, and accounts by the Agency, the Secretary of Housing and Urban Development, and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (£) Tn the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated, or suspended inwhole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 0£ September 24, 1965, and such other sanctions may be imposed and 'remedies-nvoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (g) The Contractor will include the provisions of Paragraphs (a) through (g) of this Section in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 0£ Executive Order 11246 of September 24, 1965, so that sack provisions will be binding upon each subcontractor or vendor. -8- The Contractor will take such action with respect to any construction contract, subcontract, or purchase order as the Agency or the Department of Housing and Urban Development may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the Contractor becomes nvolved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Agency or the Department of Housing and Urban Development, the Contractor may request the United States to enter into such litigation to protect the interests of the United States." For the purpose of including such provisions in any construction contract or purchase order, as required by this Section 2, the term "Public Body and the term "contractor' may be changed to reflect appropriately the name or designation of the parties to such contract or purchase order. Sec. 3. Notice. A notice or communication under the Agreement by either party to the other shall be sufficiently given or delivered if dispatched by registered mail, postage prepaid, return receipt requested, and (a)in the case of a notice or communication to the Public Body,is addressed as follows: City Manager, City Hall 73 Harlow Street, Bangor, Maine, and (b)in the case of a notice or communication to the Agency, is addressed as follows: Executive Director, Urban Renewal Authority of the City of Bangor, City Hall, 73 Harlow Street, Bangor, Maine, or is addressed in such other way in respect to either party as that party may, from time to time, designate in writing dispatched as provided in this Section. Beg 4,None Sssrviv s Conve ance. None of the provisions of the A;reement Isratended to or a all be merged by reason of any deed transferring title to the Property from the Agency to the Public Body or any successor in interest, and any such deed shall not be deemed to affect or impair the provisions and covenants of the Agreement. _ Sec. 5. Counterparts. The Agreement is executed in two counterparts, each of which shall be deemed to be anoriginal, and such counterparts shall constitute one and the same instrument. -9- IN WITNESS WHEREOF, the Agency has Caused tSe Agreement to be duly executed in its behalf and its seal to be hereunto affixed and attested; and the Public Andy has caused the same to be duly executed i its behalf, on or as of the day and year first above written. (SEAL) ATTEST: URBAN RENEWAL AUTHORITY OF THE CITY OF EWGOR By Executive Director CITY OF BANGOR (SEAL) BY City Manager ATTEST: