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Longfellow.mclellan Bldg Exchge Agreement 10.04.11

Longfellow.mclellan Bldg Exchge Agreement 10.04.11

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This document is the agreement between Bowdoin College and the town of Brunswick, Maine, in which they exchanged The McLellan building, built by the college, for Longfellow School, once operated by the Brunswick School Department. It is dated October, 2011,
This document is the agreement between Bowdoin College and the town of Brunswick, Maine, in which they exchanged The McLellan building, built by the college, for Longfellow School, once operated by the Brunswick School Department. It is dated October, 2011,

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02/04/2014

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Sc
pi
em
bc
r 30,2011
vc
1,
Town o Brumwick-Bowdoin College Lon ellow Scllooi/McLelltm
Built/in
Exc/um
 
e
r m nt
Th
is
Agreement
is
dated this
1 l
day
f~. ,.
e
_,
20
11
,
by
and between the Town
of
Brunswick, Maine, having a mailing address
of28
Federal Street, Brunswick, Maine 04011 (the Town ), and Bowdoin College, a non-profit Maine corporation, having an address
of
5600 College Statioii, Brunswick, Maine 04011 ( Bowdoin ). WHEREAS, Bowdoin
is
the owner
of
a three-story office building known
as
the McLellan Building constructed in 1999 containing approximately 34,642 sq
ua
re teet
of
floor space located at
or
near 85 Union Street, Brunswick, Main
e
toget
her
with the related land and parking l
ot
containing approximately 88 parking spaces, such land being a portion
oft
he land originally described
in
deed from the Town
to
Bowd
o
in
re
corded
in
the Cumberland
Cou
nty Registry
ofDeeds
at Book 14565, Page 285 (Bowdoin deeded back
to
Town a po1tion
ofthe
property,
as
described
in
deed recorded
in
said Registry
at
Book 26880, Page 78) (the
McLellan Property );
and WHEREAS, the Town is
the
owner
of
a two-story school building constructed
in
1924 containing approximately 38,000 square feet
of
floor space located
at
or near 21 Longfellow Avenue
in
Brunswick, Maine,
to
gether with the related land such land originally described
in
deed from
Conant
(as Trustee for estate
of
Joshua
L.
Chamberlain) to the Town recorded
in
the said Registry
of
Deeds
at
Book 1336, Page
431
(the Longfellow
Property );
and WHEREAS, the Town would
li
ke
to
acquire the McLellan Property for use as a new town hall, and Bowdoin would like to acquire
th
e Longfellow Property
in
order
to
renov
ate
or demo I sh the existing building and redevelop the property for college uses, and, subject to satisfaction
of
certain conditions, the parties are willing to agree
to
enter into the transactions described herein;
NOW,
THEREFORE,
in
consideration
of
he mutual covenants a
nd
agreements conta
in
ed herein, the parties hereto
do
hereby agree as
fu
ll
ows: 1.
Transactions.
Subject to and expressly conditioned upon satisfaction
of
he closing conditions set forth
in
Section 2 hereof, the Town and Bowdoin hereby agree
to
execute
and
deliver the documents described below (the
Closing
Documents'') and ent
er
into
the transactions described therein (the
Tra
nsactions ) at a closing (the
C
losing ) to take place
on
or before January 31, 2012 (the Closing
Date
'').
t
is acknowledged that the consideration for the Transactions
is
the swap
of
he McLellan Property and the Longfe
 
ow
Property and the mutual promises and agreements contained
in
the Closing Documents and that there
is
no
payment
of
monies due from either pa1ty
to
the other
at
th
e Clos
in
g:
A.
McLellan Property
Conveyance
Documents.
Bowdoin sha
ll
execute and deliver a Quitclaim with Coven
ant
Deed and all related and customary closing documents necessary
to
conv
ey
title to the McLellan Property
to
th
e Town, subject
to
all currently existing easements and
ag
reements affecting such property (but excepting matters described in section 2 below, including liens and mortgages) including,
 
without,
limit
a
tion,
the
Shared Parking Agreement dated May
16
, 2008,
as
amended ·October
8,
2009,
between Bowdoin
and
JHR Development ofMaine,
LLC
which shall
be
assign
ed
to
and assumed by the
Town.
B.
McLellan Property Leases. ·
n1e
Town
and
Bowdoin
will execute
t
time ofCiosing
0
a l
ease
of
he
entire building and
all
parking spaces on
the
McLellan Property
for
a
term
expiring on May
31,
2014 (the Building Lease ) and (ii) a
lea
se
ofthe third
fl
oor (and associated rights ofconm10n access)
for
a
term
beginning at
the
end
of
he term ofthe Building Lease and continuing
to
May
31,2024 (the Third Floor Lease ). Under
the
Bui
lding Lease there is
no
base rent or other charges
due
fi·om
tenant but
the
tenant shall be
re
sponsible
for
a
ll
maintenance, repair
s,
pay
ments
in
lieu
of
real estate taxes (notwithstanding Town's ownership
of
he property), insurance (including casualty
and
li
ability) utility service and
all
other operating costs
and
Uabilities.
Under
the
Third
floor
Lease there is
no
base
rent or other charges due
:fi·om
te
nant
and
the
landlord sha
ll
be
re
spo
n
si
ble
for
a
ll
maintenance, repairs,
in
su
rance
inc
lu
ding casualty and liability) utility service and all other operating costs
and
liabilities, except that Bowdoin
will
provide
its
ownjan
it
orial service within
it
s premi
ses.
C. Longfellow Conveyance Documents. The Town shall execute
and
deliver a Quitclaim
with
Covenant Deed
and
a
ll
re
lated
and
customary closing documents necessary
to
convey title
to
the Lon
gfellow
Property
to
Bowdoin, subject
to
all currently exist
in
g easements
and
ag
reem
ents affecting such property (but excepting matters
de
sc
ribed
in
section 2 below, including
li
ens and
mortgages).
D.
College Street Improvement Agreement.
The
Town
and
Bowdoin sha
ll
enter
into an
agreeme
nt
which sha
U
ob
li
gate
the
Town
to
co
nstruct
and
install over a 3-year period, likely starting no soo
ner
than July 1, 2
01
2 a
nd no
later
th
an July
1,
2014, certain improvements
to
College Street generally as shown on Exhibit A attached hereto
exc1ud ing
park
in
g
lot
access shown on such p
Jan,
which sha
I
no
t
be
Town's responsibility), which improvements shall be described
in
fiuther deta
il
in
such agreement. Such improvements are
genera
ll
y descr
ibed
as follows: (i) reconstruction
of
he intersections
of
Co liege
Street at Maine Street
and
Harpswell
Road
(the
in
tersections will be designed and constructed
to
ac
hi
eve a traditional T intersection);
and
(ii)
construction
or
rehabilitation
of
s
id
ewa
lk
s
and
curbing on both s
ide
s ofCollege Street; and (
iii
)
pl
acement
of
a traffic-calming
speed
table) dev
ice
on
College Street.
The
agreement sha
ll
includ
e a process
fo
r Bowdoin's review and approval
of
he plans
and
spec
ifi
cations
for
such
wo
rk
and
to
sc
hedul
e such work
so
as
to
minimize disruption to Bowdoin. E. Pa l'ldng Agreement
Arne
ndment. Pursuant
to
a Parking Agreement
dated
January 31, 2009,
the
Town agreed
to
provide
39
park
i
ng
s
pa
ces
for
use
by Bowdoin
no
later than September
1
2009. The
Tow
n
was
unable
to
timely perform that obligation but
it
h
as
confirmed s
uch
obligation purs
uant
to
a letter dated November
9,
2009.
Th
e Town sha
ll
continue
to
endeavor
to
perform s
uch
obligation
as
soon
as
po
ss
ible.
 
During
the
te
rm
of the Third Fl
oo
r Lease
the
39
spaces sh
all
be
located in
the
McLellan lot unless the Town
and
Bowdoin agree to an alte
rn
ate
location.
F.
Playground Lease.
The
Town and Bowdoin sha
ll
enter i
nto
a no-rent lease
of
a parcel of
land
to be
de
signated
by
Bowdoin and acceptable
to
Town (which
land
is
intend
ed
to be the approxi
mate
area
of
he cwTent
Longfellow Property playground area)
for
a playgrou
nd
located n
ea
r
the
Lon
gfe
llow
Property which sha
ll
provide that
the
Town shall be respons
ible for
all
operation, ma
inten
ance and insurance
of
the playg
round
premises a
nd
sha
ll
(subject
to
Town's liability
limit
s provided
by
law
and
by its
in
surance)
indenmi
zy
Bowdoin
for
any injuries occun·ing thereon.
The term
of
the initial
lea
se
s
ha
ll
be
for
10
years,
subject to extension by mutual ag
reem
ent.
G.
Asbestos Removal Agreement. The Town a
nd
Bo
wdoi
n s
hall
enter
into
an agreement which s
hall
obligate the Town
to
set aside
funds
fo
r the purpose
ofpay
ing
a
I
costs associated with the abatement or
rem
o
va
l and d
is
posa
l
in
accordan
ce
with applicable
la
ws,
of
asb
es
tos-containing
ma
terials
from
t
he
Longfellow Property. The Agreement shall provide that after Bowdoin
has
decided whether it desi
res
to
renovate or d
emo
lish the building on
the
Lon
gfe
ll
ow Properly,
it
sha
ll
cause specifications
fo
r s
uch wo
rk
to
be
prepared
and
shall ob
ta
in
bid
s
fi·
om
lice
nse
d asbestos contrac
to
rs for such
work
a
nd
s
ha
ll
noti
f)'
the Town
of
the expected cost thereof(which shall
in
c
lu
de
the
cos
ts
ofthe
professionals preparing the specifications
and
superv
is
in
g
the
work). The Town
 s
resp
onsibility
fu
r
th
is obligation shall
be
limited
to
reimbursement
(or
payment directl
y)
of
the
cost
of
he work to
co
ndu
ct t
he
abatement or r
emova
I
and
disposal
of
asbestos-containing ma
ter
ia
Is at
th
e
time
of
ren
ovations or demol
iti
on, and the contract(s)
for
such
wo
rk
sha
lt
be
entered
into
by B
ow
doin
and
s
uch wade
sha
ll
be
under
the
supervision ofBowdoin. Such reimbursement/payment obligation by Town s
hall
be
Town's sole obligati
on
as
to
any
s
 e
stos
~ ont ini
ng
mat
er
ials present at the Longfellow Propetty.
2.
Con
ditions to Closi
ng.
T
he
obli
ga
tions ofthe parti
es
to perform any
ob
li
ga
tion
desc
ri
bed
herein
and/o
r enter
into
a
ny
agreem
en
t desc
rib
ed
or contemplated hereunder and/or
to
cl
ose
t
his
tran
sac
ti
on
and
exec
ute
and deliver
th
e Closing Doc
um
ents, and enter
into
the
Transactions
and
the
agreements
de
scr
ibed
therein, are subject to satisfaction
of
each
of
the
followin-g
conditions
to
the satisfaction
of
each ofthe
pait ie
s, in their
so
le discretion: A. Town Approval. T
hi
s Agreement
and
the
Clos
ing
Documents and associated agr
eeme
nt
s and
ob
ligations s
hall
have received any necessary approval by
the
Town's
Town
Council.
B.
Bowdoin Approva
l.
This Agreeme
nt
a
nd
the Closing Docu
ments
and
associated
ag
reements
and
ob
ligati
ons
s
hall
have recei
ved
any necessary approvals
fi·om
Bowdo
in's
Board
ofTr
ustces.
C.
Inspections. S
in
ce each
of
he
Longfellow Propet
ty
and
the
McLellan Property
will be con
v
eyed
in
as is condition, each party h
as
t
he
r
ight
to
per
for
m such
in
specti
ons
and
due
diligence
inve
stigations
as
it
may des
ir
e.
I3
owdo
in
h
as
perfo
rm
ed an inspection
ofthe
Lon
gfellow Property
as
described
in
a report submitted by Bowdoin
3

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