HomeMy WebLinkAbout2005-02-14 05-82 ORDERItem No. 05-82
Date: February 14. 2005
Item/Subject: ORDER, Authorizing the City Manager to Execute a Development Agreement with
Eastern Maine Healthcare Systems
Responsible Department: Legal
This Order will authorize the execution of a Development Agreement between the City and
Eastern Maine Healthcare Systems for the development of the former Army Reserve Center on
Union Street The Agreement provides for a some change for the property, a planned group
development, and a lease with an option to purchase. The option to purchase is contingent
upon the waiver of the excess proFlt clause of the deed to the property from the United States.
The Order outlines the key provisions of the Agreement with regard to the size and value of the
-- development and the lease paymerdsf- — --- --
Department Head
Manager's Comments:
Recommend approval.
N
City Manager
Finance Director
Legal Approval:
�Vcrty Solicitor
X Passage
First Residing Page 1 of 2
Referral
1 05-82
Aseignedto Councilor stove ll 14, 2005
6 s. CITY OF BANGOR
(TITLE.) ORDER, Authodnng the City Manager to Execute a Development Agreement with
Eastern Maine Healthcare Systems
WHEREAS, by Council Order 05- the City Council granted Easbenn Maine Healthcare Systems
Tentative Developer Status for the development of the forme Army Reserve Center
at 931 Union Sol and
WHEREAS, the City and Eastern Maine Healthcare Systems have negotiated a Development
Agreement which will provide far a lease with a purchase option and development
of 931 Union Street,
NOW, THEREFORE, BE IT ORDERED THAT
The City Manager is hereby authorizetl and directed, on behalf of the City of Bangor, to exearte
a Development Agreement with Fasten Maine Healthcare Systems for the development of 931
Union Street.
The Agreement will provide for the following:
• Immediate dwelopment of a building containing not less Man 20,000
square feet of gross floor area at a cost of not less than $3 million
• construction of a new entance/ewt and installation of a traffic
signal W provide safer access to 931 Union Street and the
Easter Maine Heaphcare Mall
• a lease of those years with the optlan M extend the lease for an
additional five years
• rent during the first term of the lease of $16,640 annually
• rent dudng the second term of the lease of 8% of the fair marl
value annually
IM CITY COMCIL
February 14. 2W5
Motion Made and secmded
for Passage
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UITLMJ bathorEslag the City Memger to
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Aaigned b Counow S
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AGREEMENT FOR LEASE
AND DEVELOPMENT OF 931 UNION STREET
THIS AGREEMENT is made this nay of Ag,. L 2005, by and
between the CITY OF BANGOR a mtmicipal corfamragob duly organized and existing
under and by virtue of the laws of the Stene of Maine, and having its principal offices at
73 Harlow Street, Bangor, Mame (hereinafter "City"), and EASTERN MAINE
HEALTHCARE SYSTEMS ffiminetler'Developer"), a Maine non-profit corporation
duly organized and existing under the laws of the State of Maine and having an office and
mailing address A 43 Whiting Hill Road, Suite 500, Brewer, Maine 09412.
WITNESSETH:
WHEREAS, the City has received the Developer's proposal for the development
of the real property at 931 Union Sloan, Bangor, Maine, known as the former Harold
Stager ArmY Reserve Ceuta proportY. Maine (hereinafter "the Prmnises"): and
WHEREAS, the City bas determined gun the pnvate developmerd of the Premises
in acmrdar c�ce with the provisions of Ns Agreement would best serve the interests of the
citizens ofthe City,
NOW, THEREFORE, in accordance with the mutual conditions and covenants
contained haeiv, the parties agree as follows:
SECPIONA. GRANT OF MASE WITH OPTION
1. Grant of Lease. The City will grant and the Developer will accept a lease of
the Premises for the development of building for Affiliated Healthcare Systema
(hermafter "AHS') consisting ofa[ least 20,000 square feet (hereinafter sometimes
referred to m the "hvtial Development'), en a ni nimmn direct Develops cost of not less
than three million dollars(33,W0,000.00), exclusive ofdmoliden costa. Said
development shall be in accordance with the tmu and conditions of this Agrement.
The r,vee is attached hereto as Exmbit A and herebyincorpwated byrefermce.
2.PrPr ses. The Premises made subject ofthis Agremmt consist of Ne City
pacelon UNon Streetlm mtheforma Hamid Stager Amny Reserve Cmta
identifiedon Exbibit attached hereto and berbyincorporatedbytefeence. Afoll
legal description of the Prtnism shall be supplied by the City in accordance with the
City's title obligations under Section A.S.
3.Ta_m Thetamofthis AgremmtshOlb filtbetenninadonofsaid Lease
or any extension orrenewd thereof, orthe date that Developer a roses both option(s)
described in Section AA
a�Mer HwM1wuW easy STIMI ma�u.... 0.v AgMi .. s.dm
4. Extension of Agreement The City Council may be atend the more of this
Agtevnen4 upon the Developer's written request stating the reasons therefore if the
Developer is pursuing development in good faith.
5. Application of fees to Cirv. N/A
6. Exercise of Cements). During the teen of the Lease referred to in Section A. 1,
Develops shall have the option, after Ianuary 1, 2006, N purchase that portion of the
Promises described as the Front Lot, so-called, more particularly bounded and described
in Exhibit C attached hereto and hereby incorporated by reference (heminafte "Front
Lot'), provided Developer bas met all "conditions precedent" as set forth is Section B of
this Agreement and has coranuctd a building for ABS on the Front Lot of at least
2000 square feet of grew floor area (hseinafter sometimes referred to as "bring
Developmml'�, at a minimum divert Developer cost of not leu thea three million dollars
($3,000,000.00), as such cost is defined in Section A.1 above.
During the turn ofthe Lease referred N in Section A 1, Developer shall have the
option, after January, 1, 2008, to purchase that portion of the Premises described as the
Back Lot, so-called, mom particularly bounded and described m said Exhibit C
(hereinafter "Back Lot'), provided Developer hoe met all "conditions Precedent' as set
forthin Savou Bofthis Agreement and Developmprovides City a binding agreement
W concoct a building having a gross floor mea representing a least the diR e
between fifty thousand (50,000) square fact and the groes floor area of the ABS building
as it maybe expanded, and at a aminate direct Developer cost representing at least the
difference between seven million five banned thousand dogma($1,500,000.00) and the
rotel direct Developer cast of the ABS building.
Developer sball give City written notice under the tame of said Lease of its Indent
to exercise the Wheals) to purchase an later Nov vinery (90) days before the expiration
of this Agreement many extension thereof. City shall nM be required to deliver title to
the Premises, or any portion thereof, uNeas the Developer has first fully complid with
all "conditions precedent' as set forth in Section B of this Agreement below.
1. Purchase Price of roved ds. u ch event that tle p renjus) to all be
as
pmvid v lo the lease are srerciad the pmcbame priceofthethc cx m shall be the fab
market value as n value shall
hall es detemtind rt the dome intra exercise ofthe Dermlr(s),
which fartmarkefvalue shelbe docmindiathel estate
City and Developer
shall develop a list of five certified commercial real estate the appras and shall select one
few this fig
monwho
the it and the
the property thecoet oftheeppaisalshall be split
uveccepta leto the City and the Developer. lo the evert the appraisal value is
unacceptable to either party, the the
mayselect asmovdhe appraiser
ctfromthe
approvd ]iso who shad appraise s by the property at the sole expense of the objecting panty.
lathe second appraisalgeofte Io maws from thefirsttthescothe
ppbar mmka
value shone the averageofthe Iwoappraisals. loseevent thesecondelect third
by mom than 15% from the fiat appraisal, the vial -objecting pariymay select a Bird
S:�FF ttm Mane Xulu%merLagvauiNijiiiuldornmullassom Ape, m.SErt
appraiser Som the approved list who shall appraise the property at the sole expense of the
on -objecting party. If the non Objecting party accepts the second appraisal, the fair
market value shall be the average of the two appraisals. If the non -objecting party causes
a third appraisal to be done, the result of the third appraisal will be averaged with the fust
two appraisals to determine fan madret value Developer may, but is not obligated to
purchase fie Premises at said fair market value. Developer shall pay City by wire
transfer, momey-chme escrow account check, or certified check in immediately
available hands, at the time of closing on the sale.
8. Evidence and Conveyance of Tithe Within sixty (60) days, or such other time
as the parties may agree upon, of the City's receipt of the Developer's notice under
Section A. 6 above, but in an event prior to January, 1, 2008, the City shall convey good
and marketable title an the Premises, or a portion damcf, free and clear of all fiens and
encumbrances, except easements of record or required by the City, to the Developer by
Municipal Quitclaim Deed, subject however to conGtions, restrictions and covenants
continued in Sections B and C below. If me City is unable or tender marketable title after
reasonable efforts to do m, the Developer may choose In accept the City's Municipal
Quitclaim Deed, in which case the Developer shall assume any risks associated with the
title.
9. EBat ofDevel Acceptance of Title Developeesacceptimeofthe
City's Municipal Quitclaim Deed conveying title 0 the Premises, or a portion thereof,
tendered in accordance with Section A.8 above, shall relieve the City of any and all
fiuther obligation to supply evidence of title or to man other steps to perfect the title
delivered In an event shall the City's obligations m tender marketable title, and to use
reasonable efforts to determine the source offifie, extend beyond the tam of this
Agreement said any duly executed extension tha of as set Roth m Sections A.3 and A.4
above. Provided, however, that City shad cooperate with Developer to aura any title
defects discovered subsequent he the conveyance.
10. DeVI Radius During AaremameP . d. During the term of this
Agreement asrd any extorsions hereof, Developer shall have the right In enter onto the
Pr®iees for the purpose of conducting site evaluations. Any such entry shad reipme
Prim notice to City. In addition, Developer shall have the right to place a sign on the
Premises in compliance with City's ordinarrces, said sage to commerce the Proposed
project Theplacementofthe signshall be subjectm prior approval 5rmthe City
Manager or the Manag a's designee.
SECTION B. CONDITIONS PRECEDENT TO TBE C= LEASE OF THE
PREMISES TO THE DEVELOPER
Before the Citys lease of the Promises for the AHS development the Develop"
shall complete the following:
1. Submission of Plans The Developer shall submit preliminary and final plain
for use of the Premise for review and approval by the City.
a¢ Nbuw rr®ume w,e= anmmruaw �, um nn ,s.as
Developer's plans submitted in accordance with this paragraph shall in all respects
comply with all applicable Codes and Ordinances of the City of Bangor, and in particular
with the requirements of the City's IoM Development Code.
Plans shall additionally conform to and be submitted in accordance with the
provisions of Section B.2, below.
2. Approval ofPlans. No construction or renovation will be allowed without the
prior submission and approval of Preliminary Plans, Final Plans, and Specifications, all
as defined below. All plans will be submitted to the City Manager, clo the Director of
Community and Economic Development All plans and revisions to plans shall be
reviewed by City staffdesigiandl by the City Manage after which the City staff shall
submit the plans along with their recommendations to the City Council Business and
Economic Development Committee. Said plans shall be reviewed and approved bythe
City Council Business and Economic Development Committee. Once the Committee
approves the plans at one stag: of the appmval process, Developer shall be entitled to
rely on that approval in developing plans and specifications for subsequent stages of the
approval process. No plays shall be approved unless said plans have been prepped by
duly registered arcbimn; as defined by Title 32 of the Maine Revised Statutes Armotated,
unless otherwise acceptedby the City. The followingsubmissionsshallberequired:
a. Prelimitary Plans for New Construction - The intron of the
Preliminary Plans sball be to outline Oe general stype of
development or redevelopment, and to convey to the City
su6cied informoti m to debenture the character of the work to be
performed.
The PrefimmaryPWs shall contain:
(1) SitePl®-ThesimplansbaBbedsawntoascaleofom(1)
inch equals twenty(20) feet wherever practicable. The site
plan shall otherwise conform to the requhementa of the
City's Land Development Cade.
(2) Flom Play-ThescaleofthefloorplanshallbeleRtomc
discretion of the architect. This plm shad] show general
mom layouts and use, including enhances and exits.
Dimensions maybe appmximshe and the overall floor area
for each floor shag be indicated. The elevation of each
floorshallbeindicatM.
(3) Devotios - A suitable puss-aection or elevation drawing
of the building shall be provided clearly indicating exterior
facade materials and colors to be used.
S.am M.U. flsuh Msi.n, mIn"amIa ma,nm.a..a n Agan.. sax
Final Plans and Specifications-Afterapproval of the Preliminary
Plans, the Developer shall then proceed with the preparation of
Find Plans and Specifications. Said plans and specifications shall
show sufficient details necessary to insure properommisitiun. Ali
dimensions and elevations shall be accurate and all materials to be
used in the structural or architectural treatment of the facility shall
be outlined in complete detail. 16 in the opinion of the City, there
is a doubt regarding the structural adequacy of any fiedfity, the
Developer shall provide all required back-up data, including
structural computations, boring loge or material guarantees.
Turntable for Armmval ofPrelvninary Plans- Nolaterthm Aptil
4, 2005, the Developer shall submit to the City's City Manager, in
care of the City's Director of Community and Economic
Development, Preliminary Plans f approval, as specified in
Section B.2.a above. If the Developer proposes revisions, or if the
City Manager or the Director of Community and Ecammnic
Development deems revisions to the Preliminary Plans nacessary,
or appropriate and giver written notice of the proposed revisions to
Developer by April 11, 2005, the revisions shall be submitted to
the Business and Economic Development Committee for its
approval not later than Apri119,2005. The Developer is hereby
advised that any time the Developer proposes revisions to plans
previously approved or submitted, the proposed revisions should
be submitted as soon as possible to the City Manager, in cane of the
Director of Community and Economic Development, for review
wall approval before the Developer proceeds with the preparation
of Final Plans and Specifications.
Timetable for Approval of Final Plans and Specifications - No later
than May 16, 2005, the Develops shall submit to the Citys City
Manager, in cute of the Citys Direcmr of Community and
Economic Pevelopmed, Final Plwaa and Specifications, related
drawings, and documents in the form specified in Section B.2.a
above. No bald them May 23, 2005, the Developer shall meet with
the City Comcil Business and Economic Development Committee
for approval of Final Plans and Specifications, related drawings,
and diamonds in the form specified in Section 13.2.a. If the City
Council Business and Economic Development Committee deems
revisions to the Final Plans and Specifications to be necessary or
appropriate, the plans must be so revised and submitted m the
Citys City Manager, in care of the Citys Dir cnr of Community
and Bcmooic Development no later then lune 6, 2005. No later
than late 13, 2005, the Developer shall meet with the City Council
Business and Economic Development Committee for approval of
S arF men Mem, Held %Sagr Budd.f,F A sae nm Ppm m. 54¢
Ne revised Final Plans Specifications, related drawings, and
documents in die form specified in Section B.2.a.
No later than April 13, 2005, the Developer shall submit complete
applications for all plan approvals required by the City of Bangor
for site plan and subdivision approval. The Developer shall take
all steps necessary to obtain local review and approval of the site
plan and subdivision no later than May 17, 2005.
3. Amendment to Final Plans. If the Developer desires to make any substantive
and/or material alterations in the Final Phos and Specifications after their approval by the
City Council Business and Economic Development Committee, the Devekaper shall
submit the proposed change in writing to the City Commit Business and Economic
Development Consonance for its approval. If the Final Now and Specifications, as
modified by the proposed change, still conform to the requirements of Section B.2,
hereof, the City Council Business and Economic Development Committee shall not
unreasonably withhold approval of the proposed change. The City Council Business and
Economic Development Committee shall either approve or disapprove the proposed
change within im (10) days after its submission and notify the Developer of its decision.
No fiwl plan approval by the Business and Ecomawric Development Committee shall
override any requirements for the City ofBmgor Planning Board.
4. Construction Proveas Scberld . The Developer shall submit an anticipated
construction progress schedule to the CiWs City Manager, in cat; of the City& Director
ofCommmiity and Economic Developmental no later then May 25,2005. New
construction approved by the Cityshag coramenec m laterthm Ime 6, 2005 and shall
providefmmmpledonofcon fienno Inverthm April18,2006,providedNatnotldng
herein shall be construed to extend, Emit, or otherwise affect the time limits prescribed in
my building peanut or Planning Board approval.
5. Permit Reatmoun . Prim to signing the Leese, Developer shall obtain, and
shall provide satisfactory evidence thereof to the City, every permit, license, and
govenunenW approval necwsay for commarcemmt and completion of the development
described in Section M above. Except in succulence wild Section AA above, no term
or deadline specified to this Agreement shall be extended by ramen of Developer's failure
to obtain in approving authority to issue any required permit in a timely mower.
Provided, however, that City agrees to act in good faith aid to give due consideration in a
request by Developer for such an extension where the false to obtain such approval or
pewit is due in ducum&ancw beyond the control of Developer.
6.EvidwceofFinancine. Priortosigdngthe Leasa,the Dmolopersballpmvide
the City with written, legally binding commitmmre, in a form satisfactory to the Litys
City Solicitor, from acceptable leading institutions, governmental agemiw, or other
sources (including self-financing) for construction fronting of not less thin
$3,000,000.00. Developer will submit monthly Lim Waivers from the General
Con tor.
SeE Um Mame yafl n=SIW B YunglFira� Ezwnn¢Vn¢ nmppmm. 5E
]. Construction Contract Prior to signing the Leas, the Developer shall provide
the City with a certificate executed by the Developer sum its general contractor, certifying
me existence of a contract Or contracts for costmction of the Initial Development in
accordance with the provisions of Sections B. L, B.2., B.3. and B.d. above.
S. Devalmonerat ofR Portion of the Pr . For the further
development of the Back Int. the Developer shall also comply with all conditions set for
in Section B above with the exception of the dates contained herein. Dates to comply
with the conditions far further development shall be negotiated by the parties.
Section C. COMMONS SOBSEOt TENT TO THE CRY'S CONVEYANCE OF
THE PREMISES TO THE DEVELOPER
Except as otherwise specified herein, the following express conditions, covenants,
and reatrictiorvs shall he expressly incorporated into the Ciiys Deeds to the Develops,
and shall ran with the land:
I. Deed Covenants. It is intended and agreed, and the Deed shall expressly
provide that the express mon itioos, covenants, and restrictions provided in Section C
hereof"I be covenants "mmaing with the land" and that they shall be binding. to the
fullest extent permitted by law and equity, for the benefit and in favor of, ant enforceable
by, the City and any successor in interest to the Premises or soy part thereof her the time
p nerds specifically prescribed herein for each None of the provisions and remedies
below, including the Reversion specified in Section C.9, shall be consmmed so as to limit
the Developers liability to the City fm the Developer's breach of my of its obligations
under this Ageemem and the Deed.
2. Use Restriction. The Developer agrees for itself, and every successor in
interest m the Premises, or any part thereof, and the Deed shall contain exposes covenants
on the part of the Developer for itself and its successors and mention, that the Premises
and any improvements which maybe or may become located thereon shall be used,
constructed, developed, occupied and maintained in accordance with the laws,
mdinmmes, m rogulations of the State ofMaine and the City of Bangor, as the same may
noworherUdInbeineffect Provided,however, that the Premises shall be allowed to
take advantage Ofanyprovish ms for "nunconfomdties" that we available to other
properties located in the City of Bangor. lathe event that both the State and the City
have ]awls) governing the same subject matter, Developer agrees that the Premises and
may improvements which may be or may become located thereon shall be governed by
the most restrictive of these lawn. The Developer fiatha agres that any structure. or
the occupancy thereof, constructed on the Premises shall not unreasonably interfere in
any way with the operation, maintenance, repair or replacement of all existing sews and
water on the Premiss and to secure maturate to the City of Bangor and Bangor Water
District, for said sewer and water. In addition to other requirements herein, the
Developer shall not construct any structure on the Premiss without receiving prior
suarrawe � m®l�w e.ndls lda,.,e, Don xo,a a.. s as
written certification by the City Engineer that said structure shall not unreasonably
interfere with said sewer linea.
3. Pmnertv Taxes. The Developer shall pay all persmml and real property
fates that may be imposed upon the Premises or on Developer's property located therein,
reserving to Developer the right m contest the amount of my tax assessment for this
purpose. To the extent feasible, Developer will attempt to maintain a term of notable vs.
commutable property on the promises similar to the ratio that exists from time to time m
the EMFI Mall.
4. Subdivision Restriction. The Developer agrees for itself and every
successor in interest to the Premiss, or any part thereof and the Deed shall contain
express covenants on the pan of the Developer for itself, and its successors and assigns,
that the Premises shall not be subdivided without the City's express written consent,
which consent shall net be umeazonably withheld. For the purpose of this paragraph, the
following alone shall not be deemed to constitute a subdivision:
a. Development of the project as a condominium pursuant to the
Maine Condomirtimm Act (33 M.AS.A. Sec. 1601-101 a seg.).
b. Lesson of portions of the development.
C. Construction of separate buildings or structures on the Premises.
S. Land Soecutation Restriction. The Developer represents undagrees that
its purchase of the Premises and its other wMvtaimp pursuant to this Agreement are
and will be read for the purpose of development of the Premises in accordance with
Section A.1 above, and not for speculation in land holdings. This covenant shall
terminate upon the City's issuance ofdie Carol licence of Completion under Section C.I I
below.
6. Citv's Approval ofirrsf prior an Complet'ort The Developer
recognizes that the qualifications and identity of the Developer, and its principals of my
successors in interest, are of particular concern to &a City. The Developer further
recognizes that it is because of such qualifications and identity door the City is staring
into this Agreement and is willing to accept ant rely on the obligators of the Developer
fm that faithful performmce of all undertakings and mvenanta to be performed by the
Developer.
Therefore, the Developer represents cod agrees it will remain as the Developer
until the issuance of the Certificate of Completion pursravt on Section C. 11 below and
further represents and agrees for itself, its successors and assigns, that except only by
way of security for the purpose ofobtaining Manning necessary m enable the Developer
or any approved successor in interest to perform the obligations wrier Section B hereof,
the Developer has not made or created and, wtit the City issues the Certificate of
Completion under Sentiw C.I I below, will not make or create, or suffer to be made or
s�,mm wu. xaa®ay.a=emw�sauw avanmov�� oma. n� a,. sea
created, any total or partial We, assigmvmt, conveyance, lease, trust, power, or transfer
in my other mode in toter, of, or wit respect to, this Agreement, the Premises, or my
part thsrmf or interest therein, nor shall any contract or agreement to do my of the some
be entered into without the Citys prior written approval, except that, howevm, the
Developer may lease a portion of the Premises to AHS or my affiliate of Developer. The
foregoing provisions shall not apply to the mbletng of or a portion of the Premises or
the improvements to be constructed thereon to prospective mature, provided that said
leases are made mbjmt to the provisions of this Agreement.
The City shall be entitled to require as conditions to my such approval
tbat:
s. Any proposed transferee shall have the qualifications and financial
responsibility, determined by the City by writim evidence
submitted in it, to be necessary and adequate to fulfill the
Obligations undertaken under Section B hereof;
b. Any proposed transferee, by instrument in writing satisfactory to
the City and in a form recordable in the Penobscot Registry of
Deeds, shall for itself aed it successors and assigns and expressly
for the benefit of the City, have expressly assumed all of the
obligations of the Developer under this Agreement and agrees in
be subject to all of the conditions and restrictions to which the
Developer is subject order Section C hereof; and
C. The consideration payable for the transfer by the transferee or on
its behalf shall not exceed an me= representing the actual cost
to the Developer of the Premses and the improvements, if my,
Nerembre made thereon by it; the intent of this provision being to
preclude assignment of the agreement. or header of to Premises,
for profit prior to the City's issuance of the Ca tificate of
Completion under Section C.11, and to provide that if my such
assignment or transfer is made the City shall be entitled to increase
the purchase price to the Developer by the anneem that the
consideration payable for the assignment or transfer is in excess of
the amount that maybe authorized pursuant a this subparagraph c.
and such consideration sball, to the extent that it is in excess of the
me= so authorized, belong anal forthwith be paid to the City.
The foregoing provisions of this Section C.6 notwithstanding, the
Developer may assign this Agreement and all rights ad duties herein, subject to the
tens and conditions hereof, to a development entity hereafter organized and qualified by
Developer under the laws of the State of Maine; provided, however, that Ne amity shall
assume, in writing safisfmtory N the City, the obligation to complete, in the warmer
Provided for in this Aga®rot, the contemplated improvements on the Promises.
s1E+r nm MOR rwnnmm.s=Dm/.p,.,...sd=
Furthermore, the entity must submit evidence satisfactory to the City that it has the
qualifications mW financial responsibility necessary, to perform such obligation.
All covenants containN in this Section C.6 shall terminate upon the City's
ismarev of the Certificate of Completion under Section C.11 below.
0. Montages Prior to Completion ofimmrovernons
Prior to the completion ofthe improvements as cmifim by the
City, neither the Developer nor any successor in interest to the
Premises or any part thereof shall engage in any financing or my
other bansactim creating any mortgage or any other encumbrance
m Oen upon the Premises, whether by emness agemom or
operation of law, or permit my encumbrance alien to be made on
or attached to the Premises, except for the purpose of obtaining
fonds necessary for rmak rg improvements provided herein plus the
porch= price of the Premises paid by the Developer to the City.
The Developer shall ratify the City in dvmce of any mortgage
financing it proposes to enter into with respect to the Premises, and
of my encumbrance or lien that has been meati m or attached to
the Premises, whether by voluntary art of the Developer or
otherwise.
The bolder of my mortgage mtharized by this Agreement,
including any such holder who obtains title to the Premises or any
pal thereof as a result of foreclosure proceedings or action in lieu
thereat shall not be obligated by the provisions of this Ageement
to construct or complete the improvements or to guamtee such
construction or completion. No moment or my other provision in
my deed shall be cmuvud so to obligate my such holder.
However, neither such holder cur its successors or assigls shall be
authorized b devote the Premises or my part thereof to my uses,
or to construct my improvements thereon, other than those uses or
improvements provided or anthoruzd in this Agreement.
All covenants contained in this Section C.] shall terminate upon the City's
issuance of the Certificate of Completion under Section C.I l below.
8. Notice ofDolault to Monotone.
a. Whenever the City shall deliver or make my retire or demand to
the Developer with respect to any breach or default by the
Developer an its obligations or revenants uMer this Agrewent,
the City shall at the same time deliver an each holda of record of
my mongag authorized by thu agreement a copy of such notice
10
or demand. Each such holder shall, insofar as the rights of the City
we concerned have the right at its option to cure each breach or
default and on add the cost thereof to the mortgage debt and the
lien of its mortgage. However, if the breach or default is with
respect to construction of the improvements each holder may not
undertake or continue the construction or completion of the
improvements beyond the cannot necessary to conserve or protect
improvements or construction already made without first having
expressly assumed in wrong the obligations to the City to
complete, in the rummer provided in this Agreement, the
improvements on the Premises or the part theremIn which the lien
or title of each holder relates, and having submitted evidence
satisfactory to the City that it has the qualifications and financial
responsibility necessary to perform such obligation. Any such
holder who shall properly complete me improvements relating m
the Premises or applicable pan thereof shall be entitled, upon
women request made to the City, to a certification by the City to
such effect in a marmer provided in Section C.I I of the
Agreement. Such certification shall, if so requested by such
holder, provide that my remedy of me Citys with respect to
revesting of title to the Premises because of failure of the
Developer to care any default with respect to the construction of
the improvement on other parts of panels of me Premises, m
because of my cthar defauh in or breach of this Agnum em by the
Developer, shall not apply to the pan or parcel of the Premises m
which such certification relates.
b. If after the Developer's default under this
Agreement, the holder of my mortgage on the Premises or part
thereof does not exercise five option to consumer or complete the
improvement relating to the Premises or pan thereof covered by
its mortgage or In which it but obtained title within N days sfl¢
the holder has been notified of the default or undertakes
completion of the improvement but does not complete
coruumction within the period as agreed upon by the City and such
holder, the City sha0 have the option of paying to the holder the
muounr of the mortgage debt and securing an assignment of each
debt and of the mortgage. If ownership of the Premises or part
thereof has vested in such holder by way offoreclamme or action in
lieu thereof, the City shall be entitled, at it option, to a
conveyance m it of the Premises orpan thereof upon payment m
such holder of on amoont equal to the sum of (1) the mortgage
debt at the time offoreclosme or action in lieu thermfless all
appropriate credit, including those resulting (roue collection and
application of morale received during foreclosure proceedings; (2)
all expenses with respect b the f Insure; (3) the net expenses,
S wNEaar„ ere,, nom....ra.w emamNue de<�oua: De, Agm m,, sec
exclusive ofgeneml overhead, incurred by such holder in and as a
direct result of the subsequent management of the premises; (4)
the cast of my improvements made by such holder, and (5) an
amount egoivalent to the internal that would have accmed on the
aggregate of such amounts had all such amounts became part of
the mortgage debt and such debt had continued in existence until
such acquisition by the City.
C. Tothe event of the Developer's default in its obligations under any
mortgage or other instrument creating an encumbrance upon the
Pruwses or par[ thereof prior m completion of improvements, the
City may at its option cure such default m breach. In such case the
City shall be entitled, in addition to and without m retortion upon
any other remedy to which it sham be ®tided by this Ageememt,
operation of law, or otherwise, to reimbursement from the
Developer or successor in interest of all costs and expenses
incurred by the City in curing such default m breach, and to a lien
upon the premises or part thereof to which the mortgage,
encumbrance, or liar relent, to secure such reimbursement.
d. For the purposes of this aM other Parngapbs of this Agreement,
the tem "holder" m tolerance m amorti age shall be doomed to
include any insurer or guvanmr of any obligation or consumer
secured by such mortgage, including but not limited to the Federal
Housing Commissioner, the Administrator of Veterans Affairs, and
my successor in office of either such official.
All covmmrts harmines in this Section CA shall terminate upon the Citys
ismance of the Certificate of Completion under Section CAI below.
9. Title Reversion Rimm Comnle[im as Becklut Only. Astothe
Back trot only, firthe event thatprior to the Citys issuance of the Certificate of
Complet m underSection C.11 below:
a. The Developer, or its successors int interest or assigns, shall default
in or violate their obligations with respect to the construction of the
improvements (including the nature and the dates for the beginning
and completion thereof), or shall abandon m substantially suspend
construction work, and my such defmdt, violation, abmdoameat,
or suspension is not cored, ended, or mo edied within three (3)
months (or sic (6) months, if the default is with respect to the date
for completion of the improvements) after written demand by the
City to do so; or
Is, The Developer, or its successors in interest or assigns, shall fail to
pay real estate taxes or structures on the Premises or my part
S� None HeaMvelilµn BwldiyTml dm is me Ppm m. SM
thereof when due, or shall place thereon any encumbrance or lien
unauthorized by Section C bereaf, or shill suffer any levy or
attachment to be made, or any materialmen's or mechanic's lien, or
any other unauthorized encumbrance or Jim to attach, and such
taxes or assessments shall not have been Paid, or the encumbrance
or lint removed or discharged or provision made, satisfactory to
the City, for such payment, removal, or discharge, within thirty
(30) days after the City's written demand to do so; or
c. The Developer, or its successors in moment or assigns, shall make
my assignment for the benefit oforeditors, or a receiver or similar
officer shall be appointed to take charge of all or my substantial
part of the Developer's property, and such assignment m
appointment is not dismissed or released within thirty (30) days of
the date the assignment or appointment is made; or
d. There is, in violation of Section C berwf, mymnsf of the
Premises or any parr thereof, or my change in ownership of the
Developer, except as expressly permitted in Section C.6 above, and
such violation shall not be cured within thirty (30) days after
written demand by the City to the Developer:
then the City shall have the right to reenter and take possession of the Premises and to
teammate and revert in the City the arms estate conveyed by the Deed on the Developer
as ifne Deed had ever been ®very it being the intent of this provision, together with
other provisions of Section C. hereof, that the mmeymce of the Premises to the
Developer shall be made upon, and that the Deed shall contain, a condition subsequent to
the effect that in the event of my default, failure, violation, or other action or mention by
the Developer specified in subparagraphs a, b., c, and d. ofSation C.9. hereof; and
Ulm on the part of the Developer to remedy, and, or abrogate such default, failme,
violation, or other action or inactioq within the paid and in the rammer stated in such
subparagraphs, the City at its option may declare a tenmimtlm is fevor of the City of the
title, and of all the rights and interest in and to the Premises, and tbat such title and all
rights and interest of the Developer, and my assigns or suaasors in interest to and in the
Premises shall mat to the City, provided, however, that such condition subsequent and
revesting of title in the City shall always be subject m and banned by, and shall not
defeat. render invalid or limit in my way. (1) the hen of my mortgage authorized by
Section C. hereof, and (2) my rights or interests provided in Section C. for the protection
of the holders of such mortgages.
The City shall have the right to institute such actions or proceedings, as it
may deem desirable for effectuating the purposes of this Section C.9 including also the
right to execute and record or file among the public land records in the office in which
the Dead is recorded awritten declaration off m termination of all the right, title and
interest of the Developer, its successors in interest and assigns, in the Premises and the
revesting of tide in the City, provided, however, that any delay by the City in instituting
s.�Mm mditluwam aneiMaho do uu o Aoum-_s da
or prosecuting any such actions or proceedings or otherwise asserting its rights under
Section C bersof sball not operate as a waiver of such rights or to deprive it of or limit
such rights in any way.
The escpmas conditions, covenants, and restrictions contained in this
Section C.9 shall terminate upon the Citys issuance of the Certificate of Completion
under Sectiw CAI below.
10. Disposition Upon Revervon as tollmki.ot out Upontberevestingia
the City of title a the Premises or my part therwfas provided in Section Q9., the City
shall in accordance with State law use its beat efforts to resell the Premises or part
thereof, subject to my existing mortgage lives, as soon and is such amount as the City
shall find f ible and consistent with the objectives of developing me Pranises to a
qualified and responsible party or parties, as determined by me City, wbo will assume the
obligation of making or completing the improvements or such other improvements in
their stead as aball be satisfactory to the aty.
Upon the reside of the Premises, the proceeds thereof sball be applied:
a. First, to reimburse the City for. all toss and expenses bummed by
the City including but not limited to salaries of personnel in
cormectiou with the recapture, manage new, and resale of the
Premises or part thereof (bid less any income derived by the City
from the Premises or part thereof); all taxes, assessments, water,
senner and other utility charges with respect to the Premises or part
thereof, any payments made or necessary to be made to discharge
my eocmnbrwces or hens existing on the Premises or pat thereof
at the time of sweating ofthe thereto ro the City or to discharge or
prevent from attacking or being made my subsequent
encumbrances or tiers due to obligations, defaults, or was of the
Developer, its successors or assigns; any expenditures made or
obligations incurred with respect to the making or completion of
the improvements or my pat thereof on the Premises or part
thereof, and my amounts otherwise owing to the City by the
Developer and its successor or assign; and
b. Second, to reimburse the Developer, its successors or assigns, up
to the amount equal to: (1) the sum of the purchase price paid by it
for the Premises or part thereof and the cash actually invested by it
in making my of the improvements on the Premises or pat
thereof; less (2) my gains or income withdrawn or made by it
The City shall retain as its property my balance remaining after such
reimbursement.
14
s:sen u... xeimsns. aae:a�r„a may.� oM Hann a.. sea
The express conditions, covenants, and restrictions centainM in this
Section C.10. shall terminate upon the Cit50s issuance of the Certificate of Completion
under Section CA 1. below.
11. Certificate of Completion. Promptly after completion of the
improvements in accordance with the provisions of this Agreement, the City will famish
the Developer with an appropriate instrument an certifying, which instrument shall not be
unreasonably withheld. Sucb certification shall be in such form as will enable it m be
rx edinth Praobsmt ComtyRegistryofDeWs. The City's issuance of the
Certificate of Completion will constitute conclusive proofofthe smisfacrm and
termination of the express conditions, covenants, and restrictions contain! in Sections
O5, C.6, C], C.S, C.9, and C.10 above.
If the City shall refuse or fail to provide such certification, the City shall,
within thirty (30) days after written request by the Developer, provide the Developer with
a written statement indicating in edentate demi] in what respects the Developer has failed
M complete the improvements in accordance with the provisions of this Option
Agreement and what measures will be necessary to obtain such certification.
12. DmelopmentofRanaivna Ponimofthe Premises. Forthefrrtber
development ofthe Back Lot Developer shall comply with all conditions sort forth in
Section C above with the exception of the dates contained herein.
SECTIOND MISCBLLANEOUS
1. Department of Education. All obligations of the Cityare contingent upon
receipt of waiver from the U. S. Department ofMucation exonerating to the lease and/or
sale of the Premises, and, inner alio, waiving the excess profits clause contained in the
Dad four the United State of America to the City of Bangor dated November 22, 1999,
and recorded in the Penobscot County Registry of Deeds in Book 7252, Page M.
2. Zone Change City shall seek a reaming of the Premises to change it from
G&ISD m GC&S.
3.Plamred Group Develourn nepartiesshallmW executea Plmmed Group
Developer Agreement and seek approval of the same from the City of Bangor Planning
Board.
4.Sevembfl If my provision of this Allurement is dernrm"ned m be invalid or
unenforceable trader law, it shall not affect the validity or eaforeenrat of the remaining
obligations or portion hereof.
5. Notice. Any notice under this Agreement by tither party to the other shall be
sufficiently given or delivered if it is dispatched by registered or certifiN mail, postage
prepaid, rerun receipt requested, or delivaM personally, mud
SiFEmn Mtlnsmnid"rrina ffmm urc0. A ,m SdW
a. in the case of the Developer, is addressed to or delivered
personally to the Develop", c/o President, Eastern Maine
Heahhcam Systems, 43 Whiting Hill Road, Brewa, Maine 04412.
b. in the case of the City, is addressed m or delivered personally to
Ne City, do L7ty Manager, City Hall, 73 Harlow Street, Bangor,
Maine 04401.
in to such other persons or addresses ae the parties may desipate in writing to the other.
b. MemormWum ofAmeewiyA Upon request ofeitha, the parties age¢ in
prepare and execute aMemomndum ofAgeement in recordable form, which
Memorandum maybe recorded by either party in the Penobscot County Registry of
Deeds.
WWTT SWHERBOF, the patties hereto have ad their hands to
duplicate counterpane ofdds Agreenmt on the day and year fust written above.
FOM .xuUU ilM
CHT OF BANGOR
gyja.1
Win= Edward A. Barrett
CityManager
s�eussm� mmI= nMty avivm smimmsvHe � DM As R._5a
LEASE M
1. Parties
This Indenture ofcue is dated 2005 ("Inas¢'). It is made by and
between the CITY OF BANGOR (" Landlom') a body politic and corporate and an
instrumentality and agency of the State of Maine organized and exisfing under the laws of the
State of Maine, with a meihng address of 73 Harlow Street, Bangor, Maine 04401, and
EASTERN MAINE HEALTHCARE SYSTEMS ("Tenant') a Maine non-profit corporation
organized and existing under the laws of the State of Maine and having an office and mailing _
address at 43 Whiting Hill Road, Brewer, Maine 04412.
2. Premises
Upon in terms and conditions of Ws Lease, the Landlord demises and leases to the
Tenant had the Tomah fakes and leases from the Landlord, the promises located at 937 Union
Street, in Bmgor, Maine, as described in Exhibit A attached barren and hereby incorporated by
referenm, which shall comprise both the Front and Back lots, so-called (hereinafter collectively
referred to as me "Demised Premised)
3. Term
The term of this Lease is for done (3) yearn commencing on the date bereof, but in no
case prior to the receipt ofwomen convent by the United States ofAmerica, U. S. Department of
Fdacation consenting to lease of the Demised Premiau and, inter alfa, the demolition of the
structure simm d an the Demised Premises, contained in the Deed from the United State of
America to the City of Bangor dated November 22, 1999, and recorded in the Penobscot County
Registry of Deeds in Book 7252, Page 222,("Initial Tam'). Provided that Tenant is not in
default of my material provision hereof as of the expiration of the traded Term, Tenant shag
have the option to renew the Lease for one (1) additional term of five (5) your CRenewal
Term') upon wrinen notice to the Landlord at lout sixty (60) days prim to the and of the Wool
Tam.
no Tenant's use of the Demised Premises riming the tern hereof shall be for healthcare
related or other professional office uses, and web other urea and activities consented to by the
City, and shall at all tunes comply with A applicable governmental statutes, ordinances and
regulations. The Tenant shall demolish and remove the existing structures on the Combat
premises, may construct parking areas on the Demised Premises, and shall consumer anew
amus driveway across the Demised Premises to Union Street, all as shown on Exhibit A,
provided that the Tenant shall obtain all necessary permits and approvals for mch projects rend
A wodc shall be done in a good and workmanlike manna. Demolition of the existing structure
and tenant improvements as provided in [bis paragraph shall not be deemed to constitute waste of
or damage to the Demised Premiss. _
sAEw m,m.eesec.kw.g<,amiams�n•aa�.ummau...�..... s.d:
4.1 Environmental Remediatim
(a) Bulldina Environmental Hazards. In the event Teuant elects to either demolish
r rehabilitate the existing structure m %a Demised Premises, such demolition or rehabilitation,
including debris disposal, site restoration, and investigation, shatemmt and disposal of asbestos,
lead point =it other hamsters materials located within or forvuvg part of the existing structure,
shall be at Tmmt's sole cost and expense.
(b) Other Environmental Hazards. Investigation, abatement and remediation or
removal of all other bazardous materials m envimmnmtal hazards located on the Demised
Promote, including narroval, cleanup and disposal of existing above- or below -ground oil tanks,
shall be at the Landlord's sole cost and expense. -
Upon discovery by either pasty of my hazardous materials or mvirormmial hazards
located on the Demised Pranises, other than bazardous materials located within or forming part
of the existing structures, the party discovering such materials or hazard shall promptly notify the
other party of the same; and the parties shall consult with each other concerning the most
appropriate means of abating and remediating or narrowing the hazardous materials or
mvimamental hazard command. landlord shall promptly reimburse to Teonot all costs
reasonably meumed by patent in investigating abating, and remediating or removing such
bazardons materials or environmental hazards. Shouldfandlord fail to reimburse any such costs
within thirty (30) days after receipt of Tenant's invoice, Tenant shall have the right to setoff the
uraeirrbucsed amount against rent otherwise due under Paragraph 5 below. Setoff for this
pwpow shall not constitute a default of this Lease.
(e) Hazardous Waste. Tann[ bereby covenants and agrees that it shall not, during
the tem of Nis Lease, including my extension or renewal hereof, permanently place, cause to be
placed, deposit or discharge any hazardous waste upon the Demised Premises, and further'
expressly ager first it shall indemnity Lmdlmd gross my and all costs, expense or liability, of
whatever Lind or name, inmvred by the Landlord in detecting, evaluating, removing, treating
disposing of or otherwise responding to my hazardous waste placed or deposited by Tenant in
violation of this Article. .
Tenant hereby covenants and agrees that it shall. not, during the term of this lease,
including my extension or renewal bereof, violate my local, state or Federal regulation,
ordiamce or statute pertaining to hazardous waste or hazardous material and further expressly
agrees that it shall indenuufy Landlord from soy and all costs, expense or liability, of whatever
kind mnamee, namsedbythe Landlord finany such violatmby Tenant. Suchcostssbalibe
dinned to include, without limitation; Landlord's costs of defending my suit filed by my person,
entity, agency, or govemmenml authority, paying any fines imposed in comrecfim with such
suit; paying myNdgmmta or otherwise settling my damage claims: complying with my under
by a court of competent jurisdiction directing the Landlord to take remedial action with respect
to such waste; and of all associated attorneys fees and costs.
saeza,= m.me s®om,na.s•, n.adffi > Idx<� em. 6aw
For the purposes of Us Article, the term "haaatdaus waste" shall be &=ad to include
every substance now or hereafter designated as a bacan ous waste under any provision of State
or Federal law. Tenant's obligations under Nis Article shall he donned to survive the expiation
or termination of this Lease, but shell be limited to acts or occar acces by Tenant, its agents,
employees and assigns, during the term, or my extension or renewal thereof, of Us Lease.
S. Rental
Base Rent The annual rental Bar the Demised Premises dining each year of the Initial
Tam shall be $16,660.00, Payable an the firs[ day of the month and each month thereafter N
m elve (12) equal installments of $1,386.67 each. The normal rent for the I)aurm xl Prenuses for
Us Renewal Tam shall be 8% of Fan Market Value (FMV) determined as set froth in Section
12 at the time of renewal, payable in equal monthly installments.
Lease years refer to successive twelve-momb periods of the tam of Us Leese. The
Taman covenarrts aed agrees to pay said rent to advance to the Landlord on the fust day of each
and every month during the tam hereof, except that the rent for any partial months shall be
prorated on aper diem basis.
In the event the Tenant exercises its option to purchase the Counted Premises under
Paragraph 11 below, the runt otherwise due under this section shag abate from and after the
closing data far transfer of fide to the Tenant, with the monthly rental installments due or paid
fm the month in which the closing takes place to be pro rated as of the closing date. After the
Initial Term real on the remaining leased land (that portion of fee Demised Premises maturing
after theexercise of an Option by Tenant pursuant to Sections 11 and 12) will be based on 8% of
the FMV of such rormivg lased land, determined as set forth in Section 12.
The Tenant slu0 pay all personal and real property taxes that maybe imposed upon the
Demised Premises or an Tenant's property located tbercin, reserving to Tema[ ted right to
contest the meant of any tax assessment for this purpose. To the extort feasible, Tenant will
attempt N maintain a ratio of taxable ver. nontaxable property on the Demised Promises similar to
the ratio that exists from trine to time at the BMIf Mall, so-called, being described in the deeds
and recorded in the Penobscot County Registry of Deeds in Book 6279, Page 137, and Book
6368, Page 338.
7. Utilities and Sim
7.1 Utilities. Me Tenant shall pay for all electricity, telephone and other utility
smites in the Demised Premises.
7.2 Sg The Tenant may place signs upon the Demised Premises identifying the
Tenant andlor its business. AB such right(s) shall comply with applicable ordinances of the City
of Bangor. All such signs shall be maintained at the Term's expense.
3
s\ob w ha tinnaCM)sUam DwM'Sw"W hanmbLLsus m.6da
8. Maintenance and Resafr
The Tenant shall yield up the Demised Premises to the Landlord at the expiration or
earlier termination of this Lease in good order and repair, in the same condition is which they
were originally conssumad or subsequently altered, as provided in flus Lease. mountable wear
and tear only excepted. Notwithstanding the foregoing,neither the Landlord nor Ne Tenant shall
have any obligation to maintain or repair the exiting structure on the Demised Premises; and
provided father that demolition of the existing announce or construction ofTeram improvements
as provided in Paragraph 4 above shall not constitute a violation of this paragraph. Tenant shall
maintain all improvements to she Demised Premises, and keep the same in good repair and keep
the roadways; access drives, and parking areas reasonably free of snow and ice. -
9. Insurance
The Tenant shall maintain the Tenants own assurance policy or policies as to personal
property of the Tenant. Tne Tenant agrees to keep and save the Landlord harmless and
indemnified against all claims arcing man damage or destruction of the Tenant's personal
property occurring on or about the Demised Premises.
Tmane shall defend and hold Landlord, and its inhabitants, officers, employees and.
agents completely harmless from and against any and all liabilities, losses, suits, claims,
judgments, funs or demands arising by reason ofinjury or death of any person or damage to any
property, including all reasonable vests for investigation and defense therenf(including but not
banal to attor my' fees, court were, and expert witness fees), any natwe whatsoever arising out
of the ueq occupancy, conduct, or management of the Demised Premises or the ams or omissiors
of TebmtY officers, agents, employees, comnactas, subcontractors, licensees, or invitees, rnless
such injury, death, or damage is caused by the negligence of the Landlord. The Laodlori shall
give In Tenant reasonable notice of any such clavas or acfioma.
The Tenant hereby expressly agrees that it will defend, indemnify and hold the Landlord,
its inhabitants, officers, employees and agents completely harmless form any and all clavas
made or asserted by the Torun's agems, servants or employees arising out of the Tamd's
activities under this Lease. The Tenant reserves roto itself the fall range of immunities and -
protection of the Maine Workers Compensation Act for all claims brought diteclly against the
Term by any of its agents, savants, or employees, but agrees that it will not asset any such
immunity in order to defeat the indemnification agreement set forth heein.. The indemification
provided under this paragraph shall extend to and include any and all vests incurred by the City
of Bangor to answer, investigate, defend and settle all such claims, including but not limited to
the City of Bangor's costa for anumeys fids, expefand other witness foes, the cost of
investigators, and payment in full of my and all judgments rendered in favor of Tamara's agents,
servants or employees against the City of Bangor in regard to claims made or asserted by such
agents, servants, or employees. The panties agree that, with respect to those claims for which the
Landlord seeks indemification and recovery of costs from the Tenant in accordance with the
terms of this pamgmpb, the Tenant shall, at its sole election, have the right to control all aspects
of the investigation, defense, and settlement of any such claims. The Landlord agrees w
cooperate fully in any such efforts undertaken by the Tenant, and to provide any and all
Suc EcmMins n®I¢wsnhvv Build.Suxel drcm,oUl m. 6.Jrc
hd'ormatlon reasonably required by the Tenant, its agents,employees, or legal representatives, in
the context of the investigation, defense, or settlement of any such claims.
The Landlord shall not be liable for any loss, injury, death, or damage to person or
property sustained by me Teamed or by any person upon the Demised promises, and the Tenant
shall inderrmify the Landlord against all claims, liability, loss, or damage on accowt thereof,
omens caused by the fault of me Landlord, the Landlord's agents, or employees. 'Ile Tarsal
shall maintain throughout the term of this Lease a mlfinsurance plan for general liability and
shall provide certificates or other proof of web insurance when requested by the Landlord.
141. Default
(1)Ifthe Tenant shall neglect or bit to pay the rent or other charges payable hereunder and such _
default shall continue for aperi ad of tan (10) days after written notice thereof by Landlord; or
(2) IfTenerH shall neglect or fail to perform m observe any of the other covenants, terms,
provisima, or conditions on its part to be performed, or observed, and such neglect or failure
shall continue for a period of thirty (30) days atter written notice thereof by Iandlmd, or if such
carousels, terms; previsions or conditions cannot be performed or observed within said thirty
(30) day period, if Tenant fails to diligently prosecute the caring of such neglect or failure; or
(3)Ifthe estate hereby created shall be taken an evocation or by other process of law, except that -
the foreclosure of leasehold mortgage shall not be a default to the extent mortgagor assume all
obligatioru of Totem; or
(4) If the Tenant shall be declared baNvupt or insolvent according to law; or
(5) If any assignment shall be made of the property of the Tenant for the benefit of credulous; Or
(6) D• a receiver, guardian conservator, or trustee in bankruptcy or other similar officer shall be
appointed to take charge of all many substantial pati of the Tweet's property by a Court of
competent jurisdiction; or
(7) If a petition shall be filed for a reorganization of the Tenant under provisions of me
Ban reptcy Act now or hereafter aacted; or
(8) If the Tenant stall file apetition Per such rwrganh ation or for arrangements under my
.provision of the Bankruptcy Act now car bereafter enacted.
(9) ifTeraat breaches the Development Agreement existing betwem the parties and fails to cure
said breach within any applicable care or grace period.
Then, in my of the said cases (notwithstanding my license of my former breach of covenant or
waiver of the benefit hereof or consent in a forma instance), the Tenant may be considered in
swe "`wen. nmh'1�91 emim.a`r aowa,anaa<.,.R 6s
default hereunder, and the Landlord may terminate this Lease and evict the Tenmt from the
Demised Premises is any lawful murder.
11. Purchase0ntion
The Te ant shall have two (2) options to purchase the Demised Premises or ponders
thereof after January 1, 2008, a[ the FMV determined pursuant to Section 12 by giving the
Landlord written notice of its election no purchase. Tenant shall give City written notice of its
intent m exercise the options) to purchase under the terns of the Lean no later then ninety (90)
days before the expiration of this Agreement or any extension thereof.
11.1 Initial Development Before Tenant's csemise of the Option to purchase said
(exclusive of demolition toss) of not less than three million dollars ($3,M,000.00), being the
Affiliated Healthcare Systems ("AHS") Building (the "AHS Building"). Before and after the
exercise of said Option, the Front 1At shall be taxable. Thia Lean will continue as to the Back
Iu[ in the event Tortoni exercises this Option to purchase the Form Lot
11.2 Further Development Before found's exercisa of the Option to purchase said
Back Lot more particularly hounded and described an Exhibit A Tenant shall have ordered into
a binding agreement to construct a building having a gross flow mea representing at leas the
difference between fifty thousand (50,000) square feet and line Gross Floor Area of the AHS
Building as it may be expanded, and s a minimum direct Tenant cos representing M least the
difference between seven million five hundred thousand dollars ($7,500,000.00) and the total
direct Tenons cos of the AHS Building.
12. Closing
12.1 Deed
Within scary (60) days, or such other time as the parties may agree upon, of the
landlord's receipt of the Truant's notice under Section I l above, but in no event prim to
January 1, 2008, the Landlord shall convey good and marketable title to the Demised prmmses,
or a portion thereof fee and clear of all lions and encumbrances, except comments of record w
required by the Landlord, to the Tenant by Municipal Qsite] din Deed, subject bowever to
conditions, restrictions and wvenonts contained in Sections B and C of the Agreement for Lease
and Development of 931 Union Street. If the Landlord is unable to tender marketable title after
reasonable efforts to do an, one Tenant may choose to accept the Landlord's Municipal Quitclaim
Deed, on which case the Tedure shall assume any risks associated with the tide.
12.2 Purchase Price.
The purchase price for either of the Front Lot or the Back Lot shall be the fair minket
value of each lot, as ifurnmproved as of the date of the exercise of said option, which fav market
value shall be determined N the following manner: Tested and Landlord shall develop a hat of
sgEe,M Ma me a®M,mwwsg auimAgTvzl aavnmuv rt 6J
five certified commercial real estate appraisers and select one who shall appraise the property.
The cast of the appraisal shall be split evenly between the Taut and the Landlord. In rhe event
the apprimed value is unacceptable in either party, the objecting parry may select a second
appraiser from the approved list, who shall appraise the property at the sole expense of the
objecting party. If the second appraisal differs by 15% orless from the first appraisal, the fair
market value shall be the average of the two appraisals. In the event the second appraisal differs
by more than 15% boom the first appraisal, the non- objecting party may select a third appraiser
born the approved list who shall appraise the property at the sole expense of the nonobjecting
party. If the nonobjecting party accepts the second appraisal, the fair market value shall be the
verage ofthe two appraisals. If the non-objecting party causes afi ird appraisal to be done, the
result of the third appraisal will be averaged with the first two appraisals to determine far market.
value. Tenant my, but is notobligated, to purchase the Demised Premises st said fav market
13. Liana
The Lamdlord and the Tenant agree that each will promptly discharge (either by payment
or by filing of the necessary bond or otherwise) any mechanics'; materiahnen's or other fiery
against the dermsed premises, any bwldings, structure; or improvements thereon, which liens
may arise out of my payment due for labor, services, materials, supplies or equipment which -
mayhavebemfumishedtoorfortha Landlord or the Tenant respmfively. -
14. Miscellaneous Provisions
14.1. Covenant of Oulet Enioyment.The Tenant subject to the terms and provisions
ofthis Leas' on paymmr ofthe rcut and observing keeping, and performing 91 of the terms and
provisions of this Lease, shall bestially, peaceably, and quiethriume, hold, occupy, and enjoy the
Demised Promises during the term hereof without hindrance or ejection by any person
whomsoever.
14.2 Asdenment Landlord acknowledges that Tenant may sublet all or a por ioa of
da Demised Premises in AHS or any affiliate ofTenant This Lease may not otherwise be
assigned or the Demised Premises sublet by the Torrent without the prior written wvsmt of the
Landlord, which consent shall not be unreasonably conditioned, withheld or delayed
14.3 MemorandumnfLease. Withtheexecvtionhereofbothpatiesmayexecutea
Memorandum ofL m in recordable form. Said inshmnatt to contain suchprovisiom w shall
be reasmably acceptable to counsel for both the Landlord and the Tenant This Lease shall not,
however, be recorded by either party.
14.4 Amendment The parties may agree to amend or extend this Lease. This Lease
may only be amended by a writing signed by both patties.
14.5 Bind and Inure. All of the terms and provisions of this Lease shall be binding
upon and shall inure in the benefil of the parties, thew successors and assigns, except that all
covenants of the Landlord contained in this Lease shall be binding upon the Landlord ani the
s rEwc,nm.tmma<ssase smdoen"l aa..ay..=. 6d:
Landlord's successors only with respect to breaches occurring during the Landlord's or the
Landlord's successors' respective ownership of the Landlord's interest under this Lease.
14.6 Invalidilvof Particular Provisions. If any ee m orpmvision ofthis Lease m the
application thaeofto any person or circumstance shall, m any extent, be invalid or
unenforceable, then the reminder of this Lease, or the application of such term on provision on
persons or c remostances other then those as to which it is held invalid or unenforceable, shall
not be aBxted thereby, and each term end provision of this Lease shall be valid and be enforced
to the rattled extent permitted by law.
. This Lease shall be governed exclusively by
of Maine. My suits to construe or alone the
shall be barred.
14.8 Paragraph Headings. The paragraph headings throughout this instrument are for
convenience and reference only, and the words contained therein shall in no way be beld to
explain, modify, mutably, oraid in the m mpretation, construction, or meaning of the provisions
of Ods Lease.
14.9 Waiver. Failureon Orepattoftbe Ladlordtocomplaivofmywfionm
non -action an the part of the Tenant no matter bow long the same may continue, shall never be
dem tobeawaivmbythei.andlmdofmyofLmdlord'srightshereuada. Funferitis
mvenmrtedmrdagreedtbatmwavmatanyti eofmyofthepmvgomhereofby Landlord,
shall be renamed as awaiver of my other provisions herewder, and that a waiver at any time of
any of the provisions hereof shall not be consumed at any subsequent time as a waiver of the
same provisions. The approval of landlord may my action by the Termnt requiring the
Landlord's consent m approval shelf sot he deemed to waive ortender unnecessary the
Landlord's consent or approval of my subsequent similar act by the Taent. -
14.10 Dead from United States to Landlord Tenant shall comply with all tams and
conditions washed in the deed been the United States to the City of Longer dated November
22, 1999 and recorded in the Pensebacut County Registry of Deeds.
14.11 Cerfi6cmeof Panan ". Title to thebuildings, structures and improvements
cmutmcted on the Demised Premises during the tam of this Lease, or any extension thereof,
shall be in the Tenant, and during such term or extension thereof, the Tenant shall have the right,
at its sole expense, to demolish and remove, improve or alta any and all buildings, structures,
and improvemmm and other pemoml property erected or landed on the Demised Premises.
Tdnant end Landlord acknowledge that any and all structures and improvements constructed, -
treated and/ or erected on the Demised Premises by and for Tenant, shall be and renin personal
property of Tenant and that each Tamm and landlord shall execute and reand a Certificate of
Personally in the Penobscot County Registry of Deeds.
14.12 Removal of Property. Upon the rumination or final expiration of this Lease, the
improvements and other personal property erected m located upon the Demised Premises by the
HCMrsrt 46p� eumWina h w ass M. 60x
Tamm shall remain the property of the Tenam, and the Tenant shall have the right to remove the
same from the Demised Premises within ninety (90) days from the date of automation or final
expiration of Us lease. Any such property not so removed within said ninety (90) days shall
become the property of the Landlord to be disposed of such way as the Tenant may deem fit.
In the event the Tenant elects to remove said improvements and other personal property, the
buildings and land appurtenant thereto shall be record m as near as possible its condition as at
the commencement of the lease, ordinary wear and tear excepted.
In the event Tenant shall fail to remove any moveable personal property within ninety (90) days
from the date of termination on final expiration of Us Lease, Landlord shall be earned 10
recover from the Tenant, Landlord's reasonable costs incurred in removing or disposing of such
personal property. In such event, there shag be deducted from landlord's costs the fan value to
concerned
14.13 Leasehold Mortgage. Landlord is cognizant of the need of Tenant to fmance
the construction of buildings, structures and improvements on the Demised Premises, and
to subsequently borrow upon the value of the Demised Premises, and therefore specifically
agrees topermit the Tenant to mortgage, conditionally assign or transfer its leasehold
interest in the Demised Premises for the purpose of obtaining construction and permanent
loan founding for line said buildings, structures, and improvements, and for the purpose of
otherwise securing borrowed foods, provided:
(1) the term of such mortgage, conditional assignment or transfer shall not exceed the
initial term hereaf;
(2) Tenant shall give notice of the existence of such mortgage, conditional assignment or
transfer, ingather with the name and address of the mortgagee, assignee or transferee and a
copy of the mortgage, assignment or transfer document;
(3) that in the event of foreclosure, said mortgagee, conditional assignee or transferee shall
have the right to take possession and shall became the legal owner and bolder of the leash
hold estate created hereunder and shall hold such estate upon the same terms and
conditions as held by Tenant from which such mortgagee, conditional assignee or
transferee acquired possession, but in such eve e.4 said mortgagee, conditional assignee or
transferee shall be liable under the terms and conditions hereof during the period of time
in which said mortgagee, assignee or transferee holds such estate, and for any defaults
under the terms or conditions hereof which arose before said estate become voted in said
mortgagee canditional assignee or transferee. Provided, however, that such mortgagee,
conditional assignee or transferee shall not be liable for defaolt(s) of the Tenant occurring
prior to foreclosure unless Landlord provided written notice of such defauh(s) to the
mortgagee, conditional assignee or transferee before the effective dale of the foreclosure
action
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(4) that the existence of such mortgage, conditional assignment or b amfer, or any
foreclosure by a mortgagee shall not relieve the Tenant from any liability or responsibility
of the obligations on its part in be performed.
14.14 Notices. Any notices which maybe required hereonder sball be in writing or by
elecrmnic means producing a written record (facsimile machine, telex, telempier or telegraph),
personally delivered or mailed by Registered or Certified United States Mail, effective on
personal delivery or three (3) days after mailing if by United States Mail, to Tenant at the
following address:
with a copy to:
Kemeth A. Hews, Executive Vice President
Eastern Maine Healthcare Systems
43 Whiting Hill Road, Suite 500
Brewer, Mame 04412
Phone: (207)993-7061
Telecopier. (207)973-7139
P. Andrew Hamilton, Esq.
ETTONPEA my
80 Exchange Street, 7° Floor
PO Box 1210
Bangor, Maine 04402-1210
Phone: (209)947-0111
Telecopier: (207) 942-3040
and tot Iced at the. following address:
Edward A. Barrett, City Manage -
CityOfBangm -
73 Harlow Street
Bangor, Maim 04401
Phone: (207)9923203
Teletopier: (207) 945-4445
with a relay
Norman S. Heitman, ID, Esq.
CitySolicitor
City of Bangor
73 Barlow Streit
Bdngm, Maine 04401
Place: (207)992-4274
Telecopier: (207)945-4449
Either party may change its address for purposes of this paragraph by giving the other
party notice of the new address in the counter described herein.
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M WITNESS WHEREOF, the Landlord and the Tenant have caused this immanent to
be signed and sealed in any number ofcountexpat copies, each of which WMAZIPart espies shall
be deemed an original for all pimeses, as of the day and year fust above written.
EASTERN MA W E EEALTHCARE SYSTEMS
CITY OF BANGOR
mesa Edward a� Bwett
CityManager
LEASE
1. parties
This IndeMne of Lease is dated 2005 ("Lease'). It is made by and
between the CITY OF BANGOR ("Landlord") a body politic and corporate and an
instrumentality and agency of the State of Maine organized and existing order the laws of the
State of Maine, with a mailing address of 73 Harlow Sheet, Bangor, Maine 04401, and
EASTERN MAINE HEALTHCARE SYSTEMS ("Terson) a Maine von -profit corporation
organized and existing order the laws of the State of Maine and having an office and mailing
address a 43 Whiting Hill Road, Brewer, Mame 04412.
2. Premises
Upon the totes and conditions of this Lease, the Landlord demises and leases to the
Tenant, and the Tenant takes and leases from the Landlord, the premises located at 931 Union
Street, in Bangor, Maine, as described in Exhibit A attached hereto and hereby incoryoratd by
reference, which small comprise both the Front and Back lots, so-called (hereivafta collectively
referred to ae the "Demised Premises').
3. Term
The term of dris Lease is for tlmee(3) yearn commencing on the date herwf, but in no
case prior to the recap[ of written consent by the United States of America, U. S. Deparmmmt of
Bducation croseumi; m lease of the Demised Prennises and, inter alfa, the demolition of the
commute situated an the Demand Promises, contoured in the Deed from the United State of
America to the City of Bangor dined November 22,1999, and recmdd in the Pmobsct Commy
RegistryofDeds in Book 1252, Page 222, ("hitial Term'). Provided [bat Tenant is not m
default of any material provision hereof as of &a expiration of the Initial Term, Teaser shall
have the Whom to renew, the Tease fm ane (1) additional ten of five (5) years ('Renewal
Term') upon written notice m the Landlord at least sixty (h0) days prior to the and of the Initial
Tom.
:�iM
The Tenant's use of the Demised Premises during the term hereof shall be for healthcare
related or other professional office uses, and such other uses and activities consented to by the
City, and shaft at all times comply with all applicable governmental statutes, ordinances and
regulations. The Tenant shall demolish and remove the existing structures on meD®isd
Promises, may construct parking areas on the Demised Premises, and shall construct a new
amus driveway across the Demised Premises m Union Street, all as shown on Exhibit A,
provided that the Tmant sbaB obtain aft necessary permits and approvals fo such projects and
all wok shall be done fir a good and workmanlike turner. Demolition of the existing structure
and tenet improvements as provided in ttds paragraph shall not be deemed to constitute waste of
or damage to the Demised Premises.
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4.1 Environmental Remdiatlon
(a) Building Environmental Hazards. In the event Tenant dads to either demolish
or rehabilitate the existing structure on the Demised Premises, such de molifion or rehabilitation,
including debris disposal, site restoration, and investigation, abatement and disposal of asbestos,
lead paint and other hazardous materials located within or forming part of the existing structure,
shall be at Tenant's sole cost and expense.
(b) Other Environmental Hazards. Investigation, abatement and remediation or
removal of all other bazaulous materials or environmental hazards located on the Dermsd
Premises, including removal, cleanup and disposal of existing above- or below -ground oil tanks,
shell be at the landlord's sole cost aml expense.
Upon discovery by either party of any hazardous materials or enviromhenUl hazards
located on the Dermad Pmnises, other than hazardous materials located within or fanning pan
of me existing structures,the party discovering such materials or hazard shall promptly notify o
other party of the same; and the parties shall consult with each other concerning the most
appropriate means of abating and remediating or removing the hazardous materials or
environmental hazard concerned. Landlord shall promptly reimburse to Tenant dl costs
reasonably incurred by Twant in investigating, abating, and remediating or removing such
hazardous materials or enviromnemal hazards. Should Landlord fail to reimburse any such costs
within thirty (30) days after receipt of fenam's invoice, Tamar shall have the right to sdoff the
nueimbucsd amount against rent otherwise due under Paragraph 5 below. Setoffforthis
purpose shall not constitute a default of this Lease.
(e) Hazardous Wase. Tenant bereby coveornts and agrees that it shall act, during
the tam of this Lease including nay extension or rmewel hereof, permanently place, cause to be
placed, deposit or discharge any hazardous waste open the Demised Premises, and further
expressly agrees that it shall indemnify Landlord from any and all vests, expense or Lability, of
whatever kind or nature, incurred by the Landlord m detecting, evaluating, removing treating,
disposing of or otherwise responding b any hazardous waste placed or deposited by Tenard in
violation of Us Article.
Tenant hereby covenants and agrees that it shall not, during the term of this lease,
including my extension or renewal herwf violate any local, state or Federal regulation,
ordinance or stamp pertaining on hazardous waste or hazardous material and further expressly
agrees that it shall indemnify landlord hon any and all costs, expense or liability, of whatever
kind or nature, incurred by the Landlord for any such violation by Tenant Such costs shall be
deemed to include, without limitation, Landlords costs of defending any suit filed by any person,
entity, agency, or governmental authority, paying any fines imposed in connection with such
suit; paying anyjudgments or otherwise settling any damage claims; complying with any order
by a court ofcompetentjurisdiction directing the Landlord to take remedial action with respect
to such waste; and of all associated atlomey's fees and costs.
S 1E1Eumn mm'rc muh�elyv Beddmr =]EwimmbLLme.sv. 6 dm
For the purposes of Us Article, the teen "hazardous waste" shall be deemed en include
every substance now or hereafter designated as a hazardous waste under my provision of State
or Federal law. Tenant's obligations under this Article shall be deemed to survive the expiration
or terniremon of this Leone, but shall be limited to acts or occurrences by Tmnt, its agents,
employees and assigns, during the been, or my extension or renewal thercof, of this Lease.
5. Rental
BaseBent The annual rental for the Demand Premises during each year of the hdtial
Term shall be $16,640.00, payable on the firs[ day ofthe month and each month thereafter in
twelve (12) equal headbands of $1,386.67 eacb. The annual rent for the Demised Premises for
the Renewal Turn shall be 8% of Fair Market Value (FMV) determined as an forth in Section
12 at the time ofrenmal, payable in equal monthly installments.
Lemse years refs to successive twelve-month periods of the term of Us Lease. The
Tenant covenants and agrees to pay said rent in advance to the Landlord on the first day of each
and every month during the term hereof, except that the rent far my partial months shall be
proreted on aper dims basis.
In the event the Tenant exercises its option to purchase the Demised Premises under
Paragraph I l below, the rent otherwise due under this section shall abate fintu and after the
closing daze for transfer oftitle to the Tenant, with the monthly rental installments due or paid
for the month in which the closing takes place to be pm mrd as of the closing daze. After the
butial Term, rent on the remaining leased land (that portion of the Demised Premises remaining
ager the exercise of an Option by Tearer pursuant to Sections 11 and 12) will be based on 8% of
the FMV of such remain ng leased Ind, determined as set forth in Section 12.
6. Tues
The Tenant shall pay all personal and rant property taxes that may be imposed upon the
Demised Premises or on Tenant's property located therein, reserving to Turret the right to
coater the meant of my tax assmvnent for this purpose. To the ement feasible, Tenant will
attempt to maintain a ratio of taxable vs. numerable property on the Detrained Premises similar to
the ratio that exists hem time to time A the EMR Mall, so-called, being described in the deeds
and recorded in the Penobscot County Registry of fraud; in Book 6279, Page 137, and Book
6368, Page 338. -
7. Utilities and Sieve
7.1 Utilities. The Tenant shall pay far all electricity, telephone and other utility'
services to the Demised Premises.
7.2 Mglm The Tenant may place signs upon the Demised Premises identifying the
Tenant nd/m-its busfesa. All such rights) shall comply with applicable ordinances of the City
of Bangor. All snob signs shall be understood az the Tmant's expense.
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S. Maintenance and Bestir
The Tenant shall yield up the Dmdaed Promises to the Landlord at the exporting or
earlier [amination of the Lease in good order and repair, in the more condition in which they
wers originally constructed or subsequently altered, as provided in Itis Lease, reasonable weer
and rear only excepted. NorwiNsturing the foregoing, nether the Lmdlnrd nor the Tenant shall
have my obligation to maintain or repay the exiting structure on the Demised Premises; and
provided further that demolition of the existing shortage or construction of Tema improvave arts
as provided in Paragraph 4 move shall not constitute a violation of this paragraph. formal shall
monsoon in allimprovements; to the Dmrised Premises, and keep the same in good repair and keep
the readways, access drives, and parking areas reasonably lose of snow and ice.
9. Insurance
The Teant shall random n the Tenant's own insurance policy or policies as to personal
property of the Testing. The Tmmt agrees to keep and save the Landlord harmless and
indarmified against all claims arising from damage or destruction of the Tenant's personal
property occurring an or about flu Demised Premises. ..,
Tenant shall defend and hold Landlord, and its inhabitants, officers, employees and
agents completely harmless from and against any and all liabilities, losses, suits, claims,
judgmems, fines or demands arising by reason of injury or death of my pernm or damage to my
property, including all reasonable costs for investigation and defame them f (including but not
limited to artomeys' fees, court coats, and expert witness fees), my name whatsoever arising out
of the use,occupancy, conduct, or management of the Doe ed Promises or the scan or omissions
of Team's officers, agents, employees, contractors, subcontractors, licensees, or invitees, unless
such injury,death, or damage is caused by the negligence of the Landlord. The Landlmd shall
give m Tema[ reawmble notice of my such claims or actions.
The Tenant hereby expressly agmzs that it will defend, indemmfy and hold the Lansford,
its inhabitants, affirms, employees and agents completely harmless from my and all claims
made or asserted by the To a rd's agents, servants or employees ori®ng out of the Tenmt's
mtivities under Us Lease. The Tmmt reserves roto itself the full range of harmonica and
protections of the Maine Workers Compensation AU for all claims brought directly against the
Tested by my of its agents, savmts, or employees, but agrees that it will not assert my such
tmmamtyin order to defeat the indemnification agreement set forth herein. The indmmificatim
provided ander duo paragraph shall extend to and include my and all costs incurred by the City
ofHangor to maws, investigate, defend and settle all such claims, including but not limited to
the City ofBorger's costs for attorneys fees, expert and other Mman fees, the cost of
investigators, and payment in full of my and all judgmentr rendered in favor ofTmant's agents,
servants or employees against the City of Bangor in regard to claims made or asserted by such
agents, servants, or employees. The patties agree that, with respect to Use claims for which the
Landlord seeks inde mufication and recovery of costs from the Tenant in accordance with the
forms of flus paragraph, the Timm shallat its sole election, have the right to control alt aspects
of the investigation, defense, and settlement of my such claims. The Landlmd agrees to
cooperate fullyin my such efforts undertaken by the Tmmt, and to provide my and all
su m... soar
information reasonably required by the Truant; its agents, employees, or legal representatives, in
the context of the investigation, defense, or settlement of my such claims.
The Landlord shall not be liable for any loss, injury, death, or damage to person or
property sustained by the Tema or by my person upon the Demised Premises, and the Tmmt
shall indemaify the Landlord against all claims, liability, loss, or damage on account thereof,
unless caused by the fault of the Landlord, the Landlord's agents, or employecs. The Tenant
shall maintain throughout the term of this Lease a self insurance plan for general liability and
shall provide certificates or other proof of such insurance when requested by the Landlord.
10. Default
It is covenanted and agreed that:
(1) If the Tenant shall neglect or fail to pay the rent or other charges payable hereunder and such
default shall continue for a period often (10) days after written notice thereof by Landlord; or
(2) IfTenant shall neglect or fail to perform or observe any of the other covenants, nems,
provisions, or conditions on it part to be performed, or observed, coal such neglect or failure
shall continue for a period of thirty (30) days after written notice thereof by landlord, or if such
venous, term, provisions or conditions cannot be performed or observed within said thirty
(30) day period, if Tenant fails to diligently prosecute the curing of such neglect or failure; or
(3)Ifthe estate hereby created shall he taken on execution or by other process of law, except that
the foreclosure of a leasehold mortgage shall not be a default W the extent mortgagor assumes all
obligations of fenant; or
(4) Hoes Tenant shall be declared bankrupt or insolvem according to law; or
(5) Many assigmmt shall be made of the property of the Tenant for the benefit of creditors; or
(6) If a receiver, guardian conservator, or trustee in bodauptcy or other vmilar officer shall be
appointed to fake charge of all or any substantial part of the Tenant's property by a Court of
competent jmisdicem, or
(7) If a petition shall be filed for a reorganization of the Tenant under provisions of the
Bankruptcy Ad now or hereafter enacted; or
(8) If the Teoam shall file a petition for such reorganization or for arrangements under my
provision of the Bankruptcy Act now or hereafter enacted.
(9) If Temom breeches the Development Agreeme t existing between the parties and fails W cure
said breach within my applicable cure or gate period. -
The, is my of the said cams (notwi(Intanding any license of any fomes breach of covenant or
waver of the berefit bound or consent in a bonne instance), the Tenant maybe considered in
>ev,.m ms. am�sa e.w,sram �1� m, Um
default hereunder, and the Landlord may terminate this Lease and evict the Tenant from the
Demised Premises in any lawful mariner.
11. Purchase Option
The Tenant shall have two (2) options to purchase the Demised Premises or portions
thereof after January 1, 2008, at the FMV determine! forward to Section 12 by giving the
Landlord written notice of its election W purchase. Tenant shall give City writtea notice of its
intent to exercise the options) to purchase under the turns of the Lease no later than ninety (90)
days before the expiation of this Agreemrnt or any extension thereof
11.1 Initial DevelopmeaL Before Tenant's exercise of the Option W purchase said
From ] t more particularly bounded and described on Exhibit A Temnt shall have constructed
a building of art less than twenty thousand (20,000) square feet, with aproject improvement cost
(exclusive of demolition costs) of not les than three million dollars ($3,000,000.00), being does
Affiliated Healthcare Systems ("AHS")Building (the "AHS Building). Before and after the
exercise of said Option, the Front Int shall be taxable. This base will continue as to the Back
Int in the event Tenant exercises flus Option to purchase the Front Lot
11.2 Portlier Did ehmment-Before foul's exercise of the Option W Purchase said
Back Lo[ more particularly bounded and described on Exhibit A, Tevavt shall have catered into
a binding agreement to construct a building having a gross floor mea representing at least the
difference between fif"oumnd (50,000) square fee[ and the Gross Floor Area of the AHS
Building as it may be expanded, and at a minimum direct Tenant cost representing a[ least the
difference between sever million five hundred thousand dollars ($7,500,000.00) and the total
direct Tenant cost of the AHS Building.
12. Closing
12.1 Deed._
Within sixty (60) days, or such other time as the parries may agree upon, of the
landlord's receipt of the Term's entire under Section l l above, but in no event prior W
January 1, 2008, the Landlord shall convey good and marketable tide to the Demised Premises,
r a portion thereof fru and clear of all liens and encumbrances, except easements of record or
required by the Landlord, W the Tenant by Municipal Quitclaim Deed, subject however W
conditions, restrictions and covenants contained in Sections B and C of the Agreement for Lease
and Development of931 Union Strect. Ifthe Lendlord is unablc w tender marketable title after
reasonable efforts W do so, the Tanner may choose to accept the Landlord's Municipal Quitclaim
Deed, is which case the Tenant shall assume any risks associated with the title.
12.2 Purchase Price.
The purchase price fior either of the Front Lot or the Back Lot shall be the fair market
value of each lot, as if unimproved as of the data of the exercise of said option, which fah market
value shall be determined in the following marmer: Tenant and Landlord shall develop a liar of
S MGzM Mon HMhmlSnp BinlAµlFlnal drt m6dec
five certified commercial real estate appraisers and select one who shall apprise the property.
The cost of the appraisal shall be split evenly between the Tamar and the Landlord. In the event
the appraisal value is unacceptable to either party, the objecting party may select a second
appraiser from the approved list, who shall appraise the property at the sole expense of the
objecting party. Ifthe second appraisal differs by 15%or less from the fust appraisal, the fav
market value shall be the average of the two appraisals. In the event the second appraisal differs
by more than 15% from the first appraisal, the nonobjecting party may select a third appraiser
from me approved list who shall appraise the property at the sole expense of the nonobjecting
party. Ifthe non -objecting party accepts the second appraisal, the fair market value shall be the
average of the two appraisals. if the nonobjecting party causes a third appraisal to be done, the
result of the tldrd appraised will be averaged with the fust two appraisals to determine far market
value. Tenant may, but is not obligated, to purchase the Dennsed Premises at said fav market
value.
13. Liens
The Landlord and the Tenant agree that each will promptly discharge (either by payment
or by filing of the necessary bond or otherwise) any mechanics; materialmen's or other liens
agionst the demi wed premises, any buildings, structures or improvements Hereon, which liens
may arise out of my payment due for leson, services, materials, supplies or equipment which
may have been thumbed to or for the Landlord or the Tenant, respectively.
14. MiscellaoeousProvisious
14.1 Covenant of Oulet Eniovmeot The Tenant, subject to the terms and provisions
of this Lease, on payment of the rent and observing, keeping and performing all of the terms and
provisions of Us Lease, shall lawfully, peaceably, and quietly have, hold, occupy, and enjoy the
Demised Premises during the term hereof without hindrance or election by any person
whomsoever.
14.2 Asaienment Landlyd acknowledges that Tenant may sublet all or a portion of
the Demised Premises to AHS manyaffiliateofTenant ThsLessemaymnothmwirebe
assignedor Nc De ndPremisessubletby Ne Tmmmtwithout Neprimwrittenconsentofthe
Landlord, which consent shall not be unreasonably conditioned, withheld or delayed
143 Memorandum of Leas With the execution hereof both parties may evecutea
Memorandum of Lease, in recordable form. Said instrument to contain such provisions as shall
be reasonably acceptable to counsel for both the Landlord and the Tenant This Lease shall not,
however, be recorded by either lorry.
14.4 Amendment The parties may agree to amend or extend this Lease. Tbis Lease
may holy be amended by a writing signed by both parties.
14.5 Biodandloma AllofthetermsmdprovisionsofNs Leaseshallbebinding
upon and shall inure to the benefit of the parties, Nein successors and assigns, except that all
covemmvts of the Landlord contained in this Lease shall be binding upon the Landlord and the
S mFE Mune lkela<vem5legvaWNmarnnal t msulex m. 6.6a
Lmdlord's successors only with respect to breaches occurring during the Landlord's or the
Landlord's successors' respective ownership of Ne Landlord's interest under this Lease.
14.6 InvaBdity of Pvdculor Provisions. If any tam or provision of this Lease or the
application thereof any person or circumstance shall, many extent, be invalid or
unaSomeable, then the remainder of this Lease, or the application of such term or provision to
persons w cimumstances other than those as to which it is had invalid or wartUrc eable, shall
not be affected thereby, and each term and provision of Us Lease shall be valid and be enforced
W the fullest soleal permitted by law.
14.7 Governing Law; Venue for Snits. This Lease shall be governed exclusively by
Us provisions hereof and by the laws of the State of Memo. Any suits to construe or enforce the
provisions of Us Lease must be brought in the District or Superior Cowls in Penobscot County,
Maine, and otherwise shall be hatred.
14.8 Pmaersph Readings. The paragraph heodings throughout this instrument are for
convemence and renounce only, and the words contained therein shall in no way be held to
explain, modify, amplify, or aid in the interpretation, commuctiom or meaning of the provisions
of Us lease.
149 Waiver. Failweonthepanofthe La"ordtocomplainofmyactioror
non -action on the pan of the Tenant no matter how long the same may cautious, shall never be
deemed to be a waiver by the Landlord of my of Landlord's rights hereunder. Further, it is
wvennrted and agent that no waiver 9 anytime of any of the provisions hereof by Landlord,
shall be unmanned as awaiver of any other provisions hereunder, and that a waiver 9 any Nue of
My of the provisions hereof shall and becommonest at my subsequent note as a waiver of Us
sameprovisions. The approval of Landlord orofmyaction by the Tenant requiring the
Landlord's consent or approval shall not be domed m waive or render unnecessary the
Landlord's consent or approval of my subsequent similar act by the Tenant.
14.10 Deed from United States to Landlord. Tenant shall comply with all forms ant
conditions contained inthe deed form the United States to the City of Bangor dated November
22, 1999 and recorded in the Penobscot County Registry of Deeds.
14.11 Certificate of Personal". Title to thebuildings, strmNres and improvements
constructed on the Dernised Premises during the term of Ws Lease, or my extension thereof,
such be in the Tenant, and during such term or exirnsion thereof, the Tenant shall have the right,
at it sole expense, to demolish and remove, improve or alter any and all buddings, sometimes,
and improvements and other personal property erected or located on the Demised Premises.
Tenant and Landlord acknowledge that any and all structures ant improvements constructed,
located and/ or amend on the Dermsed Premises by and for Tereus, shall be and =am personal
property of Tenant and that each Tenant and Landlord shall exe lure and record a Certificate of
Personalty in the Penobscot County Registry ofDeecla .
14.12 Removal of Property. Upon the termination or final expiration oftlas Lome,the
improvements and other personal properly erected or located upon the Demised Promises by the
s\Emanmain nuA� BlOssasrwl ercmrcMAr Orc 6Ax
Tenant shall remain the property of the Tenant, and the Tenant shall have the right to remove the
same from the Deruised Premses within ninety (90) days from the data of termination or final
expiation of this lease. Any such property not so removed within said ninety(90) days shall
become the property of the Landlord to be disposed of in such way as the Taman may deem fit
In the event the Tenant elects to remove said improvements and other personal property, the
buildings and land appurtenant thereto shall be retuned to as near a possible its condition as at
the commencement of the lease, ordinary wear moil tear excepted.
In the event Tenant shall fail to remove any moveable personal property within ninety (90) days
hour the data of termination m fired expiration of this Lease, Landlord shall be entitled to
recover from the Terms, Landlord's reasonable costs incurred m removing or disposing of such
personal property. In such event, there shall be deduced from Landlord's costs the far value to
the Landlordl actually realized from sale, use or other disposition of the personal property
concerned.
10.13 Leasehold Mortaaue. Landlord is collateral of the Beed of Tenant to fmance
Me construction of building&, structures and improvements on the Demised Premises, and
to subsequently borrow upon the value of the Demised Premise&, and therefore specifically
agrees to permit me Tenant to mortgage, conditionally assign or transfer its leasehold
interest in the Decoked premises for the purpose of obtaining construction and permanent
loan bouncing for the said buildings, atrne[ures, and improvements, and for the purpose of
otherwise securing borrowed funds, provided:
(1) the term of such mortgage, conditional assignment or transfer shall not exceed the
initial term hereof;
(2) Tenant shall give notice of the existence of such mortgage, conditional assignment or
transfer, together with the came and address of the mortgagee, assignee or transferee and a
copy of the mortgage, assignment or transfer document;
(3) that in the event of foreclosure, said mortgagee, conditional assignor or transferee shall
have the right m coke possession and shall become the legal owner and holder of the lease-
hold estate created hereunder and shall hold such relate upon the same terms and
conditions as held by Tenant from which such mortgagee, conditional assignee or
transferee acquired possession, but in such evens said mortgagee, conditional assignee or
transferee shall be liable under the terms and conditions hereof during the period of time
W which said mortgagee, assignee or transferee holds such aside, and for soy defaults
under the terms or conditions hereof which arose before said estate become vested in said
mortgagee conditional assignee or transferee. Provided, however, mat such mortgagee,
conditional assignee or transferee shall not be liable for default(s) of the Tenant occurring
prior m foreclosure unless Landlord provided written notice of such default(s) to the
mortgagee, conditional assignee or transferee before the effective date of The foreclosure
action.
s+F�.m,man<x..iak®eim.e=amu�n�a aoon�a.v...:.... smo<
(4) fast the existence of such mortgage, conditional assignment or transfer, or my
foreclosure by a mortgagee shall not relieve the Tenant from any liability or responsibility
of the obligations on its part to be performed.
14.14 Notices. Any notices which may be required hereunder shall be in writing, or by
electronic means producing a written record (facsimile machine, tela, telecapier or telegrepb),
personally delivered or mailed by Registered or Certified Unite] Stores Mail, effective on
personal delivery or docs (3) days after mailing if by United States Mail, to Tenant a[ the
fallowing address:
with a copy to:
Kemeth A Hans, Executive Vice president
Eastem Maine Healthcare Systems
43 Whiting Hill Road, Suite 500
Brewer, Maine 04912
Phone: (207)973-7061
Telecopier: (207) 973-7139
P. Andrew Hamilton, Esq.
EATON PBABODY
80 Exchange Streak 7a Floor
PO Box 1210
Bangor, Maine 04402-1210
Phone: (207) 947-0111
Telaopier: (207)942-3040
and to landlord or the following addmas:
Edward A Barnett, City Mavamr
CityofBmgar
73 Harbor Street
Banged, Maine 04401
Phone: (207) 9924203
Telecopier: (207) 945-4445
with a copy to
Norman S. Heltmam, 111, Bsq.
City Solicitor
- City ofBangor
73 Hazlow, Street
Bangor, Maine 04401
Phone: (207) W24274
Telecopiec (207)945-4449
Either party may change its address for proposes of this paragraph by giving the other
party notice of me new address in the manna deanhed herein.
sT Mum Hutffi 448a hLndnw,aexwmuv®ertr.6A
W WITNESS WEfrRBOF, the Landlord and the Tenant have caused this instrument to
be sued and sealed in any number of counterpart topica, each ofwbich counterpart copies shall
be deaned an original for all purposes, as of the day and year first above writ[®.
/ . � ti
Witness
ft tive Vice President
CITY OF BANGOR
MIKE
IIIN
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