Longfellow.mclellan Bldg Exchge Agreement 10.04.11

8/13/2019 Longfellow.mclellan Bldg Exchge Agreement 10.04.11

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Sc piem bc r 30,2011 vc 1,Town o Brumwick-Bowdoin College

Lon ellow Scllooi/McLelltm Built/in Exc/um e r m ntTh is Agreement is dated this1 l day f ~ . , . e _, 20 11 , by and between theTown 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 of5600 College Statioii, Brunswick, Maine 04011 ( Bowdoin ).WHEREAS, Bowdoin is the owner of a three-story office building known as theMcLellan Building constructed in 1999 containing approximately 34,642 square teet of floor

space loca ted at or near 85 Union Street, Brunswick, Maine together with the related land andparking lot containing approximately 88 parking spaces, such land being a portion ofthe landoriginally described in deed from the Town to Bowdo in recorded in the Cumberland CountyRegistry ofDeeds at Book 14565, Page 285 (Bowdoin deeded back to Town a po1tion oftheproperty, as described in deed recorded in said Registry at Book 26880, Page 78) (theMcLellan Property ); and

WHEREAS, the Town is the owner ofa two-story school building constructed in 1924containing approximate ly 38,000 square feet of floor space located at or near 2 1 LongfellowAvenue in Brunswick, Maine, to gether with the related land such land originally described indeed from Conant (as Trustee for estate of Joshua L. Chamberlain) to the Town recorded in thesaid Registry ofDeeds at Book 1336, Page 431 (the Lo ngfellow Property ); and

WHEREAS, the Town would like to acqu ire the McLellan Property for use as a newtown hall, and Bowdoin would like to acquire the Longfellow Property in order to renovate ordemo I sh the existing building and redevelop the property for college uses, and, subject tosatisfaction ofcertain conditions, the parties are willing to agree to enter into the transactionsdescribed herein;


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without, limitation, the Shared Parking Agreement dated May 16, 2008, as amended October 8, 2009, between Bowdoin and JHR Development ofMaine, LLC whichshall be assigned to and assumed by the Town.B. McLellan Property Leases. n1e Town and Bowdoin will execute t time ofCiosing0 a lease of he entire building and all parking spaces on the McLellan Property for aterm expiring on May 31, 2014 (the Building Lease ) and (ii) a lea se ofthe third

floor (and associated rights ofconm10n access) for a term beginning at the end of heterm ofthe Building Lease and continuing to May 31,2024 (the Third FloorLease ). Under the Bui lding Lease there is no base rent or other charges due fiomtenant but the tenant shall be respons ible for a ll maintenance, repairs, payments inlieu of real estate taxes (notwithstanding Town's ownership of he property),insurance (including casualty and liability) utility service and all other operating costsand Uabilities. Under the Third floor Lease there is no base rent or other charges due:fiom tenant and the landlord sha ll be respo nsible for a ll maintenance, repairs,insurance inc luding casualty and liability) utility service and all other operating costsand liabilities, except that Bowdoin will provide its ownjan itorial service within itspremises.

C. Longfellow Conveyance Documents. The Town shall execute and deliver aQuitclaim with Covenant Deed and a ll re lated and customary closing documentsnecessary to convey title to the Lon gfe llow Property to Bowdoin, subject to allcurrently exist ing easements and agreem ents affecting such property (but exceptingmatters described in section 2 below, including liens and mortgages).D. College Street Improvement Agreement. The Town and Bowdoin sha ll enter into

an agreeme nt which shaU ob ligate the Town to co nstruct and install over a 3-yearperiod, likely starting no sooner than July 1, 201 2 and no later than July 1, 2014,certain improvements to College Street generally as shown on Exhibit A attachedhereto exc1ud ing park ing lot access shown on such pJan, which sha I no t be Town's


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During the term of the Third Floor Lease the 39 spaces shall be located in theMcLellan lot unless the Town and Bowdoin agree to an alte rnate location.F. Playground Lease. The Town and Bowdoin sha ll enter into a no-rent lease ofaparcelof land to be designated by Bowdoin and acceptable to Town (which land isintended to be the approximate area of he cwTent Longfellow Property playgroundarea) for a playground located near the Longfe llow Property which sha ll provide thatthe Town shall be respons ible for all operation, ma intenance and insurance of theplayground premises and shall (subject to Town's liability limits provided by law and

by its insurance) indenmizy Bowdoin for any injuries occuning thereon. The term ofthe initial lease sha ll be for 10 years, subject to extension by mutual ag reement.G. Asbestos Removal Agreement. The Town and Bowdoin shall enter into anagreement which shall obligate the Town to set aside funds for the purpose ofpay inga I costs associated with the abatement or rem ova land d isposa l in accordance withapplicable laws, ofasbes tos-containing ma terials from the Longfellow Property. TheAgreement shall provide that after Bowdoin has decided whether it des ires torenovate or demo lish the buildingon the Longfe llow Properly, it shall cause

specifications for such wo rk to be prepared and shall obta in bid s fiom licensedasbestos contractors for such work and sha ll notif)' the Town of the expected costthereof(which shall include the cos ts ofthe professionals preparing the specificationsand superv is ing the work). The Towns resp onsibility fu r th is obligat ion shall belimited to reimbursement (or payment directly) of the cost of he work to co nduct theabatement or remova Iand disposa lof asbestos-containing mater iaIs at the time ofrenovations or demolition, and the contract(s) for such wo rk sha lt be entered into byBowdoin and such wade sha ll be under the supervision ofBowdoin. Suchreimbursement/payment obligation by Town shall be Town's sole obligation as to anys t o s o n t i n i mater ials present at the Longfellow Propetty.

2. Con ditions to Closing. The obliga tions ofthe parties to perform any ob liga tiondesc ribed herein and /or enter into any agreemen t described or contemplated hereunder and/or to


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to the Town dated unc 21, 201 prepared by Up-County Building Inspectors.Bowdoin acknowledges that the Town has conducted repai rs and addressed issues atthe Longfellow Property descr ibed in said rep01t to the satisfaction ofBowdoin. TheTown s inspection ofthe McLellan Property is cwrently in process. The Town sha llprovide Bowdoin with a copy of he inspection report but Bowdoin shall not berequired to make any repairs or improvements that may be recommended thereby.D. Longfellow Property Rezoning. The zo ning applicable to the Longfellow Propertyshall have been changed fiom Rl to CU7, as recommended by the Planning Board for

action by the Town Counsel on October 3, 2011.E. Forms of Closing Documents. The Town and Bowdoin shall have reachedagreement on the form ofeach of he Closing Documents and any other documentsnecessary to effectuate the agreements contemp Iated herein through good faithnegotiations to be conducted between the date of this Agreement and the ClosingDate.F. Title. Each party shall be satisfied with status oftitle to the real estate to be acquired

by it hereunder (i.e., that the title is good and marketable and insurable, underMaine s title standards) and to confirm that such property is not subject to any liensor encumbrances that would interfere with the contemplated uses thereofG. No Casualty. t is a condition to Closing that there has been no casualty resulting inmaterial damage to the buildings on either the Longfellow Property or th e McLe llanProperty between the date hereofand the Closing, provided that it the owner of hePropetty so damaged elects to re store such damage , the Clos ing Date may beextended to allow such restoration and this co ndition shall be satisfied upon

completion of such restoration.In the event any of he foregoing conditions s not satisfied pr ior to the Closing Date, Town andBowdoin sha ll have no obligation to close on this transaction and shall each have the additional


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N WITNESS WHEREOF the patties have executed this Agreement as ofthe date firstabove written.TOWN O BRUNSWICK MAINE

itness

BOWDOIN COLLEGE


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Exhibit ARecommendations Intersections Vehicular ConflictsRevise intersections to slow down traffic and create safer pedestrian crossingsURRENT ONDITION

1 .Clij fii{

PREFERRED ONDITION Eliminatediagonal street Create signalized

inte sectionfii{

HubbardHall

Parking ot accessadjacent to highestpedestrian crossing area

P-rovide new access toparking ot to minimizepedestrian conflicts onCollege Street

1 2 400 80

Eliminate triangularintersection Create signalized ,T i n t e r s e c t i o n

.... - A

D

_


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RecommendationsOption : Repave College Street with distinct and permeable paving

I .C/

js

if

0 100 200 400 8

L O ~ G f t \ . . . L O t i r:> \/t

CD


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Option : Create a significant stretch of College Street to have a raised Speed Table level with sidewalk to slow traffic to indicate pedestrianimportance

-..'tJIE

1 2 4 8

\ . . O ~ G r l l O t J p \1

t eetp dble .....,__-

CD