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MEMORANDUM OF TINDERSTANDING

This Memorandum of Understanding (1'MQU') is dated and ef[ective as of Febru ffiy


20^15 by ar.rd among.AIISOI{IA COPPER & BRASS, fNC., a Delaware
corporation, travin-gan
office and principal place of business at 725 Bank Street, Waterbury, CT bOZOS (..eWper_&
Brass'), AI\SOMA SPECIALTY METALS, LLC, a Delaware limited liability ."-p*y"
having an office and principal place of business at'725 Bank Street, Waterbury, CfieiOS
( jSP-eqialt){ Metals") and the CITY OF ANSONIA, a municipal corporation, having an office at
253 Main Street, Ansonia, CT 06401 (the ,.eily,,).

_,

Rncrcets

A.

Copper & Brass is the owner of that certain parcel of land containing approximately 16.5
acres,located at 75 Liberfy Sfreet, Ansonia, Connecticut and identifi"a as arsersorls Map
No. 033, Block 0019, Lot 0000 (the "Liberry Street Parcel") and that certain parcel of land
containing approximately 22.04 acres,located at 7 Riverside Drive, Ansonia Connecticut
and identified as Assessor's Map 035, Block 0001, Lot 0004 (the .,Rive{slds. Dnvq
Parcel").

B.

Copper & Brass is the principal taxpayer of record appearing onthe City's Grand List with
respect to the Liberty Street Parcel and the Riverside Drive Parcel and taxable personal
property located on the Liberty Street-Parcel and the Riverside Drive Parcel.

C.

Specialty Metals is an affiliate of Copper

&

Brass and a secondary taxpayer of record

appearing on the CrB's Grand List with respect to taxable personal property located on the
Liberfy Street Parcel and the Riverside Drive parcel.

D- The Liberfy Street Parcel and the Riverside Drive Parcel are, collectively, the site of the
forrner Ansonia Copper & Brass production facility (*re ..EaSiliry,,).

E.

Th9 Facility includes an office building, constructed in approxim ately l949,two industrial

mill buildings,

constructed in approximately 1896, a-machine shop, constructed in


approximately 1918, and a warehouse/storage building, constructed in approximately
190s.

F. As of the date of this MOU, the Facility is unoccupied.


G. Copper & Brass is delinquent in payment oftaxes due to the City with respect to the Liberfy
Street Parcel and the Riverside Drive Parcel and sewer charges with respect to the
Riverside Drive Parcel

H. Specialty Metals is delinquent in the payment of taxes due to the City with respect to the
Liberty Steet Parcel and the Riverside Drive parcel.

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I.

Copper

& Brass desires to redevelop the Liberfy

Street Parcel and Riverside Drive Parcel

in cooperation with the City.

J.

The City desires to cooperate with Copper


Street Parcel and Riverside Drive Parcel.

& Brass in the redevelopment of the Liberry

K. A building known as the Rod & Wire Mitl

located in the northern area of the Riverside


Drive Parcel has been identified by Copper & Brass as potentially suitable for demolition.

L. The aforementioned

structure located was historically utilized for the production of rod

and wire products and consists of approximately 246,000 square feet.

M. Additionally, Copper and Brass has identified several accessory structures

as potentially
suitable for demolition, including a bridge over the rail line running through the Facility.

N. The City is willing to

grant a reduction of the delinquent tax liability accrued on the


Riverside and Liberry Street Parcels on the condition that Copper & Brass and Specialty
Metals keep and abide by the promises and covenants described below.

Copper

NOW, THEREFORE, in consideration of the mutual promises contained herein, the City,
& Brass and Specialty Metals agree as follows.

1. DEFINITIONS. This MOU contains

many words and phrases with initial, capitalized


letters. These words and phrases are used as specially defi-ned terms in an effort to make
this MOU easier to read. An effort has been made to set forth some of the more common
defined temrs in this Section, but the Recitals and other Sections also contain defined terms.
Whenever a capitalized word or phrase is used in this MOU, it shall have the definition
specifically ascribed to it, unless the context of the usage implies otherwise.

a.

6egiry"

b.

"DeliggUgnt_Taxqq" means the sum of all delinqgent real properly tax payments,
personal property tax payments and Sewer Charges appearing in the records of the
City's Tax Collector and the WPCA Sewer Administrator with respect to the
Liberfy Sheet Parcel and the Riverside Drive Parcel as ofthe date of this MOU.

meansthe City of Ansonia.

c. "Demolition

Contractor" means a contractor licensed in Connecticut to demolish


industrial buildings and structures of the type represented by the Facility.

d. "Demolitipg-SiIe"

means the Rod

& Wire Mill building located on the northern

area of the site as more specifically described in the aualhed Exhibit A, which is
hereby incorporated into the terms of this Memorandum of Understanding, and any

Accessory Buildings, as that term

is

Understanding.

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defined within this Memorandum of

e.

"Accessorv Buildings" means any additional buildings and structures that Copper
and Brass has identified as suitable for demolition in the general area of the Rod

&

Wire Mill.

f.

"Eflegtive !atg" means the date of execution of this MOU.

g.

"Environmental Data" means the following in the possession of a Taxpayer or any


Affiliate, consultant or attorney of the Taxpayer related to the environmental
condition of the Demolition Site or the presence of pollutants, contaminants, toxic
substances or hazardous materials thereon or therein: all investigations,
assessments, evaluations, analyses, studies, reports, tests, photographs, digital
images, recordings, drawings, maps and diagrams prepared by any environmental
consultant or professional, whether employed by a Taxpayer or not, and
correspondence to or from a Taxpayer and any official of the State of Connecticut
or the United States related to any ofthe foregoing.

h.

"Eetqo4" means a corporation, firm, an association, a partnership, an organization,


a limited liability company, a business entity or an individual.

i.
j.

"Bgplggentative" means and includes an elected or appointed offrcial of the City, a


civil engineer or environmental consultant employed or retained by the City or an
attorney employed or retained by the City.

"Sgwqleharggg" means the charges of the WPCA.

k.

"Tq4g5-and thglggg" means all real property taxes, personal properly taxes and
Sewer Charges lawfully assessed by the City with respect to any and all properties
now or hereafter owned by the Taxpayers and their Affiliates, including, without
limitation, the Liberty Street Parcel and the Riverside Drive Parcel.

l.

"Tgxpqyqlq" means Copper & Brass and Specialty Metals.

2. PROMISES

AND COVENANTS OF TI{E TA)(PAYERS. The Taxpayers

agree to keep

and abide by the following promises and covenants in all material respects.

a.

Within forry-five (45) days of the Effective Date, the Taxpayers will engage an
environmental consultant to conduct a survey of hazardous materials at the
Demolition Site and develop a scope of work associated with demolition and
hazardous material re*oral and./or abatement (collectively, the "Dg8elitiog
Report"). The Taxpayers shall deliver to the CrU a copy of the final Demolition
Report \rrithin fiye (5) business days of recerpt by the Taxpayers.

b.

Within thirt/ (30) days of the Taxpayers' receipt of the final Demolition Report,
the Taxpayers will select and retain an experienced Demolition Contractor with
appropriate licensing for the anticipated hazardous materials to be removed and/or
abated from the Demolition Site.

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c' The Demolition Contractor shall commence work at the Demolition Site within
sixry (60) days ofselection, provided, however, that commencement
may occur at
such later date as is reasonably required: (i) by the Demolition
Contractor to fully
mobilize the resources necessary to commence work; (ii) to
obtui;';t r,ur. o,
federal permits thgt
required for demolition and have not yet been approved
-q.
(provided that such delay
is not the result of any failure uy trr.
iJ

ir.rr*r

a1;-in
good faith to obtain such approval); or (iii) for the safe
*a
prop", removal or
abatement ofthe hazardous Uuitaingmateriais at the Demolition
site in compliance
with state and federal regulations regarding szilre.

d' Upon commencem:fl, th. Taxpayers will diligently undertake


aspects of the demolition

in

and perform all

a commercially reasonabie time.

e' The Taxpayers will keep the City well-informed of the project's progress, through
regular communication with the office of the Taxpayers', legal
corurJel.

f'

It is understood that the Taxpayers will be responsible for providing the City,
at
Taxpayers' expensej with any and alt docurnentatio,
demolition
expenditures including, but not limited to: demolition "iid.r.in!
tickets; ivork orders;
invoices; receipts; bills, contracts with demolition contractors;
change orders

entered into with demolition contractors; contracts entered into


with envir"onmental
consultants; any and all environmental reporting f,rled with
the State of Connecticut
or with the United States government.

g' Taxpayers will cooperate with the The City in the filing of applications for state
and federal grants for the remediation of the Facility, inciuding,
without limitation,

providing information and data required for the applications and


executing

documents and fonns required for the applications in a timely manner


so as to meet
applicable filing deadlines.

Provided that the Taxpayers have kept all of their promises and covenants
under
Section 2 in all material respects, the City will refrain from comm.".i"j
n rtn.,
enforcement action or execution againsf the Taxpayers of their propeiry
with
r9sp99t to any liens or warrants issued in connection with taxes
due and owing to
the City.
b. Notwilhstanding any liens and warrants in favor of the City applicable
thereto, and
provided that the Taxpayers maintain all of their promises and
covenants under
Section 2 in all material respects, the Taxpayers wili be allowed to
conduct sales of
scrap and recovered materials yielded from the Demolition Site,
commencing

on

the Effective Date, and provided that the Taxpayers adhere to the folloririno
l

conditions:
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i.
ii.

The Ansonia tax collector will be allowed to witness the sale


materials and allowed to inspect the materials being scrapped.

of

scrap

The Taxpayers will provide the City with receipts for scrap materials sold
within a reasonable time after sale. The Taxpayers will also authorizethe
scrap dealers to provide receipts to the City.

c.

The City agrees to provide legal cowrsel for the Taxpayers with reasonable notice
that the City intends to enter to Liberly Street and Riverside Parcels for the purpose
of witressing a scrap sale, or if the City has an objection to the sale of scrap under
the terms of this Memorandum of Understanding.

d.

The City will credit the Taxpayers' expenditures associated with the demolition at
the Demolition Site against the Taxes and Charges and Delinquent Taxes owed to
the city, on a dollar-for-dollar basis, up to a maximum of Two Hundred and Fifty
Thousand Dollars ($250,000.00), provided that all such expenditures are
satisfactorily documented and autheniicated. The City may exercise the discretion
to authorize additional uedit for additional demolition.

e.

The City shall cooperate with Taxpayers and use best efforts to obtain at the least
practicable cost any necessary permission, perrnits and approvals required by or

from Metropolitan Transit Authority, Metro-North Railroad, the Connecticut


Deparlment of Transportation, or any other state or local agency of government in
connection with the activities undertaken by the Taxpayers at the Demolition Site.

The City covenants that all EnvironmentalData shall be kept confidential to the
extent permitted by Connecticut law and that all City representatives having access
to the Environmental Data shall sign a non-disclosure agreement in a form
acceptable to the Taxpayers.
o
b.

4.

The City will cooperate with the Taxpayers in the filing of applications for state
and federal grants foi the remediation ofthe Facility, including, without limitation,
providing information and data required for the applications and executing
documents and forms required for the applications in a timely manner so as to meet
applicable filing deadlines.

COMPLETION OF DEMOLITION. The Taxpayers shall complete all demolition at the


Demolition site by November 1,20t5 (the "eouplettqn Datg"), provided, however, that
tho Completion Date shall be extended as may be reasonably required due to delays
resulting from a Force Majeure Event. For the purposes of this MOU, a "Eolce._L44j-gure
Event" shall mean any actual delay in the performance of the Taxpayers' obligations
hereunder, without fault or negligence, to the extent due to strikes, lockouts, or other labor
or industrial disturbance, civil disturbance, act of the public enemy, terrorism, war, riot,
sabotage, blockade, embargo, lightning, eanhquake, fire, casualty, extreme storm,
huricane, tornado, flood, washout, explosion, declaration of national emergency,

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unusually severe weather which affects the required perforrnance hereunder, or any other
cause whatsoever beyond the reasonable control of the Taxpayer, including, without
limitation: (a) the occllrrence or continuance of any material default hererxrder by City; (b)
the occurrence or continuance of any delay caused by or resulting from the acts, omissions
or negligence of the Metropolitan Transit Authority, Metro-North Railroad, the
Connecticut Department of Transportation, or any other state or local agency of
govemment (collectively, "Authoulie!"); (c) the imposition, requirement, demand or order
of any condition(s) or procedure(s) (collectively, "Conditions') by any Authority upon the
demolition to be undertaken by the Taxpayers at the Demolition Site, the result of such
Conditions being a corlmercially unreasonable increase in the cost, time or approvals
required by the Taxpayers in the performance of their obligations hereunder; (d) the failure
of any Demolition Contractor, subcontractor or other vendor(s) to furnish services,
materials or equipment in connection with the demolition described hereunder if such
failure is caused by a Force Majeure Event, if and to the extent, and only so long as such
party is not able, after using commercially reasonable efforts, to obtain substitute services,
materials or equipment of comparable quality and cost; and/or (e) any condition at the
Demolition Site and/or the Facility (i) threatening the safe and orderly demolition of the
structures and improvements located thereon, or (ii) wherein the Taxpayer is unable to
obtain one or more governmental approval or permit (or the issuance thereof is detayed)
being required in connection with the demolition by reason of such condition, so as to
comply with all relevant laws, which is not the result of the Taxpayers' bad faith or gross
negligence.
5.

CONSEOUENCES oF BREACH oF PROMISE oR COVENANT. If the Taxpayers


breach in any material respect any of the promises or covenants described in Section 2" the
City may terminate this MOU by delivery of written notice to the Taxpayers and
immediately commence collection and/or foreclosure actions with respect to any
Delinquent Taxes. If the City breaches in any material respect any of the promises or
covenants described in Section 3, the Taxpayers shall be entitled to pursue their rights and
remedies pursuant to this MOU or as may otherwise be available in law or equity,
including, but not limited to, instituting an action for specific performance.

6.

AMENDMENTS. This MOU may not be modified or amended except by a writing


executed by the City and the Taxpayers.

7.

I{EADINGS AND RECITALS. The section headings in this MOU are for convenience
and for reference only and in no way define or limit the scope or content of this MOU or
in any way affect its provisions. The Recitals shall be considered an integral part of this
MOU.

8.

SEVERABILITY. A ruling by any court or administrative body that a portion ofthis MOU
is invalid or unconstitutional shall have no effect on the other terms hereof which shall
remain in fullforce and effect and binding onthe parties.

9.

APPLICABLE LAW. This MOU shall be interpreted and enforced in accordance with the
laws of the State of Connecticut.

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IN WITNESS WHEREOF, the parties have executed this MOU as of the day fust above
mentioned.

ANSONIA COPPER & BRASS, INC.


Signature

Name

Title

ANSONIA SPECIALTY METALS, LLC


Signature

Name

Title

CITY OF ANSONIA
Signature

Name

David S. Cassetti

Title

Mayor

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