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Home My WebLink About1998-03-23 98-150 ORDERCOUNCIL ACTION Date: March 11, 1998 item No. 98-150 Item/Subject: AuNorm gExftndosofftmheae Option Ag mem(ei Eastern Maize He ithure Responsible Department: Community 6 Economic Development Comentary: This Council Order would authorize a purchase Option Agreement with Eastern Maine Healthcare (EnMI whereby EHH would receive and redevelop the Bangor Waterworks and the City would receive the Affiliated Laboratory (AFI)property off Sylvan Road which could be used to attract new and expanding businesses. The Agreement has the following provisions: Eastern Raine Healthcare (Fei) will trade their All site on Sylvan Road for the Bangor waterworks site. The City will pay Mai for the value of the ALI land and buildings and SM will use these funds as part of its renovation of the waterworks. The City will assist mgi in obtaining any necessary approvals for the proposed development. EMr will renovate the waterworks and use if for support services (Fiscal and Information System) Upon transfer of the ALI property to the City, SMC will pay reasonable and customary rent to the City. If the City trade the ALI facility before the waterworks reservations air conpleted, ENH will vacate the premises with 60 days notice and make the building and land available to the City for development. The Agreement would benefit both the City and the EMH system. A major historical site n the city 1 m[ restored. Ereceives a property adjacent to the Smical Center it can e for support services. The City would r excellent building and 20 acre site it can use to attract new And expanding businesses. De [mannttt He _Meager4 Course: Ci [y Manager -Associated Information Budget Approval: Finance Director _Degal A.,nOppraval: (o✓neil/or-5� Crowley, Woodcock and P pabH sd/I {wove L&a �1MiVof /v �Dvf ?49V%1* ^,�,) /� ODAOCfS d/ ir*r+sf on P P I Mr a4,4 V//'' �N17W shwld naf va�. A�re+al will rfydW A ncy V%1 "WH> vole dl ? rrmAwn s PDdarl( ✓w,.12r5 ie 3 oot aNS Inti aced Por ❑ Passage 0 First Reading ❑ Referral o Dag Of� 98-150 Assigned bar C.mmdor Aube March. 23, 1998 CITY OF BANGOR WILE.) (®rbera Authorizing execution of Foretaste option Agrmmmt with enters Maine Heaitheare BY flat CRY Gnu" of W City Of8atgor: ORDERED, TEAT the City manager is hereby authorized, on behalf of the City of Bangor, to exaction Purchase Option Agreement with Eastern Maine Healthcare providing for the exchange of the former Bangor Waterworks property on Stale Street now owned by the City for the Affiliated Laboratory property off Sylvan Road now owrred by E farm Mahw Healthcare, said Purchase Option Agreement to be substantially as attached hereto, and in a final form approved by the City Solicitor or Assistant City Solicitor. j IH CITY COUNCIL Parch 23, 1998 Red Patter, representing a group o Investors. requested this item beled to further consider an alternative pro - eel for the Waterworks property s� John Han , Bargor resident and Kea= Hawes, from Eastern Maine Healthcare, urged passage to this order. Motion - made and seconded for passage Councilors Crowley, Rohman d Woodcoc abstained from discussion sad voce Councilor Tyler chaired this Order Order Passed l LURK 98-150 D R DER Title, Authorizing Execution of Purchase Option Agreement with Eastern Maine Healthcare ...................................... ..... .I. ,.y,n.^/. .. �.. II................ Axeip" 10 ...... /:.NJf[... YZN ............... Councilman March 23, 1998 98-150 CITY OF BANGOR, a body corporate, of 73 Harlow Street, Bangor, Penobscot County, Maine (hereinafter OPTIONOR), for consideration paid and other monies tefened to below for the purchase and sale of the premises described in Paragraph 1 below, hereby grants to EASTERN MAINE HEALTHCARE, acorporaaon duly organized and existing under fire laws of the State of Maine, having a principal place of business in Bangor, Penobscot County, Maine (hereinafter OPTIONEE), an option to purchase, upon the terms and conditions set forth below, the premises described in Paragraph 1 below subject to the following terms and conditions:. A parcel of land end buildings Hereon located on State Sneet, Bangor, Main, adjacent to the Penobscot River, known as the Bangor Waterworks, and further described on PLAN NO. B-73 preparM by the City of Bangor Engineering Depart n rot dated January 12, 1987, a copy of which is attached hereat as Exhibit A (hereinafter the Subject Premises). 2. Outhar Period. The Option Period shall mn from the date hereof Wall July 1, 1998, or Wall such later date as the parties may agree. 3. E=iNQfOiAimi The OPTIONEE may exercise this option oral acquire the Subject Premises by giving wriam notice of its intent to do so W the OPTIONOR at any time during the Option Period. Such notice shall be effative if delivered to the OPTIONOR's City Manager's office at the OPTIONOWs address stated above. Thereafter, the parties shall schedule a closing at a mutually convenient date (hereinafter the Closing Dale),w chmaybeaftertheexpiratonofthe Option Period. Ha Closing Date cannot be muNally agreed upon, a closing shall take place no lata than sixty (60) days from the date of delivery of OPTIONEE's notice m OPTIONOR, or the first business day after such date. 4. Closing. If OPTIONEE exercises its option to purchase under this Option Agreement, then: a. The OPTIONEE shall convey or cause to be conveyed to OPTIONOR the land azul buildings located on Sylvan Road, Bamgor, as more particularly described in Exhibit B attached berem (hereinafter the Sylvan Road Property). OPTIONEE is the parent company and controls Eastern Maine Healthcare Real Estate Co. owner of the land, and Affiliated Laboratory, Inc., owner of the buildings, which together consliwte the Sylvan Road Properly. OPTIONOR has the right to assign its interest to the Sylvan Road Property grunted by this Agreement. b. The OPTIONOR shall convey to the OPTIONEE the Subject Premws. C. OPTIONOR shall construct, or cause to be constructed, the public grade crossing of the natural track install atraffic signal, and widen State Street to accommodate an eastbound right tum Jane, all as identified in the September 6,1995 reporc of DeLuca Hoffman Assxistes, Inc., Consulting Engineers. d. OPTIONOR shall grant an easement to OPTIONEE for pedestrian access and for installation of underground commundcadon and Waver cables between the Subject Premises read Eastern Maine Medical Center. e. OPTIONOR shall perform environmental remediation of hamrdous materials identified in the July 2,1996 Riverside Lam Corp. site assessment of the Bangor Waterworks. f OPTIONOR shall lease to OPTIONEE all or a portion of the Sylvan Road Property consisting of all or a portion of the building and own sures, as; mom particularly described on Exhibit C attached, for a period of up to one your wiN m rent due to OPTIONOR. The parties shall execute a separate net lease agreement on reasonable times. g. OPTIONOR shall pay to OPTIONEE the sum of $1,026,700.00. h. OPTIONOR shall remove the Engineer's House and garage from the Subject Premises. MethndofPavmcnt The money due OPTIONEE from OPTIONOR shall be paid in OPTIONEE to reimburse the cost of site work and building renovations, and other soft costs of developing and rehabilitating the Subject Prosthesis; follows: on a momldy basis in an amount equal to fifty percent (50%) of the OPIIONEE's costs expended during the month concerned. Onl0blEE, with each monthly reimbunemen[ request, shall provide evidence satisfactory to the OPTIONOR of OPTIONEE's costs expended during the period covered by the request. Any unexpended portion of the money shall be paid OPTIONEE upon completion of the rehabilitation of the Subject Premises. 6. Tv.,e of Contra: e. Conveyance of the Subject Premises shall be by Quitclaim Deed with Covenant to OPTIONEE from OPTIONOR- OPTIONOR PTIONOROPTIONOR shall prepare the necessary Dant, subjectm approval by OPTIONEE's aMmey. OPTIONOR shall convey tide under this paragraph an OPTIONEE free and clear of all encumbrances except customary public utility easements serving the premises and subject to applicable wring and land use laws and regulations. Conveyance ofthe Sylvan Road Property shall he by Quitclaim Deed with Covenant to OPTIONOR from OPTIONEE. OPTIONEE shall prepare the necessary Deed, subject an approval by OPTIONOR's attorney. OPTIONEE shall convey tide or cause to be conveyed order this paragraph to OPTIONOR free and clear of all encumbrances except customary public utility easements serving the prnnises and subject to applicable zoning and IaM use laws and regulations. 7. Permits. OPTIONOR shall obtain modification ofMDOT Railroad Crossing Decision regarding Waterworks Road, dated September 13, 1995, Dockct No. RR#28S B. OP'ITONORshall assist OPTIONEE in obtaining any necessary, permits for OPTIONEE's proposed development ofdre subject premises. OPTIONEE shall apply for and diligently pursue all required permits and consents to develop the Subject Premises. If all such permits and consents have not been granted prior to the Closing Date, the OPTIONEE shall not be required to complem this transaction. S. OPTIONOR Not to Canvey or Encumber Tide. Duringthetermofthe Option Period, OPTIONOR shall not voluntarily convey, mortgage or othervdse encumber the o uloced property or any porion thereof, without OPTIONEE's prior written consent. 9. Defa.lt. Ifeitber parry defaults to its obligations under Paragraphs 4, 5, 6,7 or 8, the other party shall be underno obligation to complete flus ranssctiom 10. OPTIONEE RieMS Pendine Clo^ine. During the term of the Option Period, OPTIONEE may do improvements to the subject premises. 11. Develop nentof Sub'ecr Premises. OPTIONEEshallrenovatethe Subject Premises and use it for support services, namely, fiscal and information systems for hselfand/or its subsidiaries. OPTIONEE may in die furore use the Subject Premises for any other legal purpose and/or convey Ibe Subject Premises to any other person as permitted by law.. 12. Qptinn Binding on OPTIONOR's Suorri . The Option granted shall be binding upon the OPTIONOR, its successors and assigns. 13. RIAoffDotson e. In the event either property is damaged or taken by eminent domain in whole or in part prior to the Closing hate, either party may terminate this Agreement upon written notice to the other. CITY OF BANGOR Witness Edward A. Barrett City Manager EASTERN MAINE HEALTHCARE Nornien A. Lcdwin Chief Executive Officer