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HomeMy WebLinkAbout2008-01-28 08-079 ORDERItem No, Date: ]nnvnry 28. 2008 08 079 Item/Subject: Order Authorizing the City Manager to Execute an Option Agreement with Brewer Land Trust Responsible Department Legal Commentary: The City of Bangor is owner of a parcel of land In Brewer located on the Brewer side of the former Bangor Dam. The Brewer Land Trust has expressed an interest in acquiring the land from the City for use for trails, conservation, recreation and educational purposes. The purchase price will be the assessed value, $65,000. The deed will contain restrictions and Covenants limiting the use of the property to tail, conservation, non-commercial recreation, conservation and educational purposes. This Order will authorize the execution of the Option Agreement between the City and the Brewer Land Trust. The Finance Committee recommended approval by a 41 vote. Managees Comments: Deparonent lead Associated Information: Ageeena Budget Approval: meErr r Legal Approval: _ Passage _ First Reading Page _ of _ Referml 38 073 AzignW W courdlor Scone Jnnu+u 28, 2008 CITY OF BANGOR (TITLE.) ORDER, Authorizing the City Manager to Execute an Option Agreement with Brewer land Trust BE IT ORDERED BY THE CITY COUNCIL OF THE CITY OF BANGOR THAT WHEREAS, the City of Bangor is owner of certain land in Brewer located on the Brewer side of the former Bangor Dam; and WHEREAS, the Brewer land Trust has expressed an interest In acquiring the land for use for trails, conservation, recreation and educational purposes; and WHEREAS, It Is In the Interest of the CQy of Bangor to convey the land for such purposes. By the Oty Council of the City of Bangor: ORDERED, that The City Manager, Edward A. Barrett, is hereby authorized, on behalf of the CM of Bangor, to execute an Option Agreement with the Brewer land Trust, a copy of which is attached hereto. IB CITY WMCIL dmm" 28, zone i mtioa !lade and Seconded for Passage Motion Doubted Vote: l-1 Councilors Voting Yes: Blanchette, Dlgrrlc, Farrington, 6iatuick. Bavea. Stone and Yheeler Councilors voting No: Palmer Pesa CO®TorAb . sent: Greene CITY CEBBA iL -019 UFILBJ Auxhm'iaioe cBe Cin BaroKer xo Execute an OPxiou Agreeveax vit4 Brewer 08 079 OPTION AGREEMENT OPTION AGREEMENT made this_ day of 2008, by and between CITY OF BANGOR, MAINE, a Maine municipal corporation with a place of business at City Hall, 73 Hadow Street, Bangor, Penobscot County, Maine ('Optionor), and BREWER LAND TRUST, a Maine non-profit corporation with a place of business at 35 Lorraine Avenue, Brewer, Penobscot County, Maine ("Opfionee"). i. PROPERTY. This Option pertains to the land, together with any improvements thereon, located at Brewer, Penobscot County. Maine, owned by Optionor and more fully described on attached Schedule A (hereinafter referred to as the "Property). 2. OPTION. Inconsideration of the payment of the sum of One Dollar ($7.00) ('Option Money") paid by the Optlonee to Me Optiorror, the receipt of which is hereby acknowledged by the Optionor, and also subject to the terms and conditions hereinafter contained, Optionor hereby grams to the Optionee the exclusive option to purchase the Property. 3. TERM OF OPTION. The Option shall commence upon execution of this Option Agreement by both parties, and shall continue in effect until 5:00 p.m. on first business day after expiration of six (6) months after the commencement of the option term (the Expiration Date), at which time, all rights hemunder shall expire unless the Option is exercised. 4. EXERCISE OF OPTION. Optionee may exercise the option by wnften notice mailed or delivered to Optionor and postmarked, or delivered by other means, on or before the Expiration Date. 5. FAILURE TO EXERCISE OPTION. If the Option is not exercised, then the Option Money shall be retained by the Optiorwr as consideration for this option, and this option shall raises s antl all obligations of the parties hereto to one another shall cease and this option shall became null and void. 6. PURCHASE AND SALE AGREEMENT. If the Option is exercised in the manner and within the periods prescribed In this Agreement, Optionor agrees to sell to the Optionce the Property, and the Optionee agrees to purchase the Property, all in accordance with and subject to the following terms and conditions: (a) Purchase Price. The total purchase once forthe Property shall be as follows: (i) Purchase Price: $65,000.00 (it) The purchase price shall, subject to usual and customary adjustments, shall be paid in cash or by certified or bank check at closing. 08 070 7. Conveyance. Against payment of the purchase price, Optionor shall on the date of closing ("Closing Data") execute and deliver to the Options a Municipal Quitclaim Deed conveying the Property to the Options, in fee simple with good and marketable title thereto. Transfer of title to the Property shall be subject to state and local zoning, subdivision, and all other federal, state and local land use statutes, regulations and ordinances. 8. Title. Within ten (10) days after the exercise of the Option, the Optionor shall deliver tg the Options or Optionee's attorney whatever evidence of title Optionor has in its possession, and Optionee shall be responsible for satisfying herself as to the status of the title. A copy of the proposed deed shall be delivered to the Optionee or Optionee's attorney at least one (1) week prior to the Closing Date. 9. Closing. The closing shall take place within sixty (80) days after notice of exercise of the option, ("Closing Data") at the offices of Rudman & Winchelh 84 Harlow Street, Bangor, Maine, or at such other time or place as the parties may agree. 10. Prordtionsand Adjustments. Real estate taxes for the current year shall be prorated between the Optionor and the Optionee as of the Closing Date. 11. Real Estate Transfer Tax. The Maine real estate transfer tax in the amount required of the Optionor by law shall be paid by the Optionor and the Maine real estate transfer tax in the amount required of the Optionee by law shall be paid by the Options. 12. Possession. Possession of the Property shall be delivered to the Optionee on the Closing Date upon consummation of the sale of the Property in accordance with the terns of this Agreement. 13. Condition of Property. The Options agrees that the Optionor has not made and does not make herein any representations or warranty as to the condition of the Property that shall survive closing and the Options agrees with the Optionor that the Optionee is relying solely upon the Optionee's own examination and investigation as to any such conditions. The Optionee intends to use the option period to inspect the Property and is responsible to become acquainted with the condition thereof and, If it exercises this option, agrees to take the Property "as is" and in present condition, subject to reasonable use, wear, tear and natural deterioration between the data hereof and the Closing Date. The Optionee shall have the prtvilege, at Optionee's sole cost and expense, after reasonable prier notice to the Optionor, to enter the Property at reasonable times for the purpose of viewing the Property. 14. Restrictions and Covenants on Property. The Deed of Conveyance shall include the fallowing: a. The property shall be used for trail, conservation, non-commercial recreation and educational purposes only. U8 G7S It. Optimree shall not seek to have the property rezoned for purposes of development or other activities on the property Trot authorized by this agreement. c. No activity other than trails, conservation uses, noncommercial recreation, and environmental and educational uses may be conducted on the property. By way of example, not limitation, no commercial, industrial, or residential activities or camping are permitted on the property. 15. NON -ASSIGNABILITY. This Agreement may not be assigned by the Options to any penton or amity without the express prior written consent of the Optionor. 16. MISCELLANEOUS. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and assigns, subject however to the provisions of paragraph 14, above. (b) This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations. (c) This Agreement may be simultaneously executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such mounter -parts shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed instrument on the day, month and year first above written. WITNESSES: CITY OF BANGOR, MAINE By: By.____ Its __________________ Hereunto duly aulhorizetl Optionor WITNESSES: BREWER LAND TRUST By: By: Timothy Brochu Its President Optlonee 08 0700 SCHEDULE A lot or parcel of land, v4th any buildings or Improvements thereon, generally identified as Lot 28 on Map 16 in the Tax Maps of the City of Brewer, Maine. For Optionors source of title, reference may be made to the following source deeds: i. A deed of Martha R. Winslow to City of Bangor dated March 16, 1877, and recorded on March 20, 1877 in Volume 476, Page 23, in the Penobscot Registry of Deeds. 2. A dead of Lucy Bun et al to City of Bangor dated March 2, 1877 and recorded on March 20, 1877, In Volume 478, Page 28, In the Penobscot Registry of Deeds. The property to be conveyed also includes, but is rot limited to, all right, title and interest of the Optionor In real property contiguous to the foregoing within the City of Brewer, including all interests in and to the dam structure, fishway, spillway and related structures, to the mid -point of the Penobscot River, and all rights of Optionor to the shorefront and to the intertidal zone between low and high titles of the Penobscot River abutting the described parcel within the City of Brewer. By acceptance of the Deed the Optlonee also agrees to accept all rights, responsibilities and obligations of ownership of the property, including the dam structure, fishway and related structures. All rights, Interests, easements and appurtenances in or related to the foregoing property shall be conveyed.