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Home My WebLink About2002-10-28 02-398 ORDERItem No.02-398 Data: October 28, 2002 Item/Subject: ORDER, Authorizing Execution of Agreement Between the City of Danger and the Challenger Learning Center Responsible Department: Legal Commentary: The Challenger Learning Center received financial support from the City by Council Order #01-336 in the amount of $250,000. The Challenger Learning Centers plans are to occupy the former base theater, Portland Hall, for the operation of simulated Challenger educational programs for visitors; to the facility. The attached Agreement sets forth the terms and conditions of Me City's agreement to provide financial assistance and to convey the building and lease the land upon which the building is located to Me Challenger learning Center. Manager's Comments: City Manager Associated! IMonn��1�rl�a��a/��ion: Agreement Vad '71 R^� Mini Director Introtluced for Passage _ First Reading Page 1 of a Referral 02-398 Assigned to Councilor nealley October 28. 2002 .; CITY OF BANGOR oo (TIRE.) ORDER, Authorizing Execution of Agreement Bctwecn the City of Bangor and the Challenger Learning Center By the City CouwU ofrhe City ofBangor: ORDERED. THAT the City Manager, on behalf of the City of Bangor, is hereby authorized and directed to execute an Agreement betwern the City of Bangor and the Challenger Learning Center. A copy of said Agreement is attached hereto. IP CITI COMM October 28. 2002 Motion !lade and Seconded p 02-398 for Passage Passed xxP TITLE) natborixing Execution of Agre t erases t o enger Learning Center p i9ned to Councilor / V M-398 AGREEMENT This Agreerunt is made and entered into as of/Yl.__ RR 2003 by and between the City of Burger(hereivafta "City'), amunicipal corporation locat'eea in Bangor, County of Penobscot, State of Maine, and the Challenger Lemming Center of Maine (hereinafter "Censer'), a Maine non-profit corporation duly organized and existing under the haws of the State of Maine, with a place of business in Burger, County of Penobscot, Some of Maine. WITNESSETH WHEREAS, the City is the owner of the a building known as Portland Hall, forrverly the Dow Am Force Base Theater, located on Texas Avenue, in the City of Danger, and WHEREAS, the City is the owner of certain land under and abutting the building known as Portland Hall (heminaRer'%e Property'); and WEtEIMM, the Center has submitted a proposal indicating its desire to establish a Challenger Lemming Center on the Property; and WHEREAS, the amount needed to establish a Challenger Learning Leader is estimated to be approximately $2,000,000, which includes amounts for building renovations, computer simulators, working capital and start up costs; and WHEREAS, the Center will arcane approximately $1,750,000 in private and other Ending sources for the Center through a fundraising capital campaign, which amount does not include funds or assets proposed to be provided to The Center by the City; and WHEREAS, eighteen (18) months we needed m raise the fords necessary to establish a Challenger Learning Center, and WHEREAS, completion of the Challenger Learning Center will ureade a significant public benefit by providing educational opportunities to area children aml by omrpying vacant and unu67vc3building spweuwnol by the Cityand - - WHEREAS, the high cost of creation of Challenger Learning Curter requires assistance firm the City to ensure the public benefit of location of the Challenge Learning Center in Burger; NOW, THEREFORE, thl CONSIDERATION of the mound promises and covenants contained mthis Agreeroeat, the City and the Center agree as follows: 1. Subject to the provisions of this Agreemarn, the Center agrees to comduma fimdrumbig_ capital campaign to raise approximmely $1,750,000 necessary to establish a Challenger Learning Center in Bangor. 03-398 2. The City shall convey tothe Center, by virtue of a bill of sale, Pordand Hall at the time of the execution of this Agreement, said bill of sale to include a provision for reversion to the City. A copy of said bill of sale is attached hereto as Exhibit A. 3. The Center agrees to provide City evidence not later than lane 1, 2003 that it has raised not less Olson $550,000 in cash or pledges as part of its capital campaign. At drat time the City and the Center shall cora into a lease of the Property fm aterm of no less tban twenty (20) years, with an option to renew, said lease to be substantially in the farm atmcbed hereto as Exhibit B. 4. The Center agrees the not later than September 30,2002 renovations for the purpose of creating the Challenger Learning Cerner will have commenced S. All start and completion dates specified in this agreement shag be reasonably extended as necessitated by any unavoidable delays in the permitting, bidding or contracting process. b. The Cerner agrees that not lata than September 30, 2004 the Challenge Learning Carter will be in a condition such that it will be providing its simulated Challenger educarioml programa to visitors in accordance with its planned formed. 7. The Center agrees that development of the Challenger Learning Center shall be in accardavice with 0 applicable Federal, State, and City laws, ordinances, and building coda. 8. The Center agrees the scope of the work "I conform or all material respects to plans approved by the City under the provisions of the City of Bangor Code. 9. The Center agrees that it shall kap and maintain books, records and other documents relating directly to the receipt and disbursement of the capital funds raised and expanded, and agrees that any duly authorized representative of the City shall, at all reasonable times, have access to and the right an, ivspar copy, audit, and examine a0 such books, records and other documents of the Center until completion of the Challenger Learwng Center upon prior cord enno0ce. 10. The Cenwr agrees that my duly authorized representatrveafthe City shall, at a0 reasonable times, have access to any portion of the Challenger Learning Center mtil its completion and a permanent Occupancy Pemrit for the Challenger Learning Carta has been issued by the City. IL The Center shall not assign its rights under this Agreement. 12. The City agrees to provide$250,000 in loading to the Carter upon the Center's providing evidence w the City that it has raised at least $550,000 in funds and/or pledges from other conhinators and has began renovations of the property; the City shall advance fonds prior 02-398 to the Center's receipt of $550,000 is funds and/or pledges to pay for roof repairs, demolition and abatement tasks for Portland Hall upon valid invoices therefor. 13. Upon lease of Oe property by the City to the Center, the Center or its successors shall be responsible for all costs associated with operation of the Challenger Leeming Center, to include without limitation slaffeosts; heat; water, sewer and electrical utilities; fire and casualty insurance; and all related costs. No commitment is made by the City to defray annual operating expenses of the Challenger Learning Cella. 14. If the Ceater breaches my terms or conditions of this Agreement or the lease and fails to core said breach within my applicable cure or grace period, then title In Portland Hall shall revert to and be vested is the City ofBmgor in accordance with the terms of the Bill of Sale between the parties. 15. Any notice which either party desires or is required to give to the other m connection with (Iris Ag r craw shall be in writing and shall be sent postage prepaid, certified mail, repro receipt requested, as follows: If to the City: Edward A. Barrett, City Manager City ofBmgor 73 Harlow Street Banger, Maine 04401 If to the Center: William Buckley, President Challenger Learning Cerner of Maine P.O. Box 8455 Bangor, Maine 04402-8455 thin such other person and/or address as may be identified in writing by the parties. IN WITNESS WHEREOF this Agreement less been executed, sealed and delivered in 3ftica`etecout reverts as of the day and year fust abovewrimon: CHALLENGER LEARNING CENTER OF MAINE By Witness William Buckley Its: President, duly audtorized 02-398 Crry OF BANGOR MEMORANDUM OF LEASE The following is a Memorandum of Lease pursuant to Title 33, Maine RevisN Statutes, Section201: NAME OF PARTIES TO LEASE: (a) The Lessor is City Of Bangor, a municipal corporation duly orgenizd and existing under the laws of the State of Maine. (b) The Lessee is Challenger Learning Center Of Maine, a Maine corporation having its principal place of business in Bangor, Penobscot County, Maine. DESCRD'TION OF THE PROPERTY LEASED: The property situate in Bangor, Penobscot County, Maine, describxi in Schedule A hereto attached. DATE OF LEASE: May 2 E , 2003 DATE OF AMENDMENT TO LEASE: Na TERM OF LEASE: 20 years commencing Jane 1, 2003 PROVISIONS RELATING TO RENEWALS OR EXTENSIONS: The term of the lease may extended at the option of Lessee for one additional term of20 years each commencing June 1, 2023. PROVLSIONS RELATING TO OPTIONS TO PURCHASE: We DATE OF MEMORANDUM: May28 2003 /] CITY OF BANGOR �o/J9' y By. rVJ:l4i IC'W.' W �qv Edward A. Barrett Its: City Manager STATE OF MAE E PENOBSCOT, ss. May —.� 2003 Then persormlly appeared the above-named Edward A. Barae t, in his capacity as City Manger of the City Of Bangor wad acknowledged the foregoing instrument to his Gee act and deM Brad the Gee ad and deed of the City of Bangor. Before me, N� Notary Public Maine Atmmey-at-Law NORMAN $. HEITMANN, III NOTARY PUBLIC, MAINE NY COMMISSARY EXPIRES JANUARY V, 2W