HomeMy WebLinkAbout2005-09-12 05-300 ORDERItem Not v
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Item/Subject ORDER Authorizing Option Agreement with tarry Springer for
purchase end Development of Bargor Watertmnt Front
Street Development Sites
Responsible Department: Community and Economic Development
By passage of Council Order 05-216 on lune 13, 2005, the City Council designated tarry Springer
Tentative Developer of the City owned development parcels located on Front Street at the end of Railroad
Street designated as Parcel 1 and Parcel l on the Otys Waterfront Development Parcels Pun. The
proposed Option would require that Mr. Springer construct two buildings very similar to those shown on
the Hunter and CUA Waterfront concept plans, 2'h stories high, and containing not less than 24,000 SF
of Floor area on Parcel I and not less than 12,000 SF of Floor area on Parcel 2 for a total of 36,000 SR
The purchase price for Parcel 1 would be $136,000 and for Parcell $85,000, less any extraordinary
development costs encountered on the development sites Involved. The Option fee would be $3,200,
with a provision for an extension a two momhs by request of the Developer on approval of the City
Council, if the Developer is pursuing Me development in good faith, a an extension fee of $500/mcah.
The Option period would extend through the end of April 2006. During this period, and before Me
property is conveyed to him, the Developer would have to submit and obtain approval of preliminary and
final development plans from the Business and Economic Development Committee, obtain the necessary
permits and site plan approvals, provide evidence of financing, and evidence of a construction contract.
Construction would have to begin no later than May 1, 2006 and be completed by Marts 30, 2007.
Department Heai
Manager's Governments:
This proposed development has been discussed by the Business and Economic Development Committee
on several occasions. We have scheduled a pre -meeting executive session to review Me details of this
agreement with Me full Council.
L Ory Manager
Finance Director
X Passage
_ First Reading Page _ of _
Referral
05 300
Amapedw Ommilm Trwble sep[eaaer 12, 2005
CITY OF BANGOR
(TREE.) Order, Authorizing option Agreement with laity Springerfor Purchase
and Development of Bangor Waterfront Front Street
Development Sites
WHEREAS, tarry, Springer has submitted a proposal to the City to develop two buildings on
Front Street in the Citys Waterfront Development project on development sites
designated as Parcel I and Panel 2; and
WHEREAS, this Option would require that Mr. Springer construct tyro buildings, 2'A stories
high, and containing not hiss dun 21,000 %of door area on Parcel 1 and not less
than 12,000 SF of floor area on Parcel 2 for a total of 36,000 SF; and
WHEREAS, the purchase price far Parcel 1 would be $136,000 and for Partial 2 $85,000, les
any extraordinary development costs encountered on the development sites
involved; and
WHEREAS, the Option fee would be $3,200, with a provision for an extension of two months
by request of the Developer on approval of the City Council, Uthe Developer is
pursuing the development in good faith, at an extension fee of $500/month; and
WHEREAS, the Option period would extent through the end of April 2006, and during this
periotl and before the property H conveyed M him, the Developer would have to
submit and obtain approval of prdimioary and final development plans Rom the
Business and Economic Development Committee, obtain the necessary permits and
site plan approvals, provide evidence of financing, and evidence of a construction
contract; and
WHEREAS, the Option would require the Developer to begin construction no later than May 1,
2006 and be completed by March W, 2007; and
WHEREAS, the proposal conforms to Me Otys plans and objectives for development of the
sees;
NOW, THEREFORE, BE ET ORDERED BY THE CRY COUNCIL OF THE QTY OF BANGOR
THAT the City Manager is hereby author ged to execute, on behalf of the City of Bangor, an
Option Agreement with Larry Springer, under terns and conditions sulosfantially as contained! in
Me Option Agreement for Puncl ese and Development of Bangor Waterfront Development
Parcels 1 and 2, on file in the office of the City Clerk and in a final form approved by the City
Solicitor or Assistant City Solicitor.
ID CITY CODRCIL
September 12, 2005
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05-300
OPTION AGREEMENT FOR PURCHASE
AND DEVELOPMENT OF
BANGOR WATERFRONT DEVELOPMENT PARCELS 1 & 2
THIS AGREEMENT is made this day of 2005, by and between the=
OF BANGOR, a municipal corporation located in the Century of Penobscot, State of Maine
(hemurafler "CITY"), and LAWRENCE SPREJGER (hereinafter "DEVELOPER"), a
having a principal place ofbusimess ni Brewer, State of Maine.
WITNESSETH:
WHEREAS, the C=has received the DEVELOPER's proposal for the development of a
porfion of the real property )moan as the Bangor Rivemi Project, located in Bangor, Maime
(hereinafter "the Premises"); and
WHEREAS, the CITY has determined that the private development of the Premises in
accordance with the provisions of this Option Agreement would best serve the interests of the
citizens oftheCTTY;
NOW, THEREFORE, in consideration of the option fee paid to the CLOY by the
DEVELOPER in accordance with Section A.A. below and of the mutual conditions and coveams
contained herein, the parties agree as follows:
SECTION A. GRANT OF OPTION
1. Grant of Ootion. The CITY grants and the DEVELOPER acoepcs m exclusive opfim m
purchase the Promises for development in accordance with the terms and conditions of "a
Option Agreement
2. Premises. The Premises made subject of this Option consists of a portion of the Bangor
Riv not Projectidentifiedmaplaner tlM"Waterfront Developmmt Parcels"attached
hereto as Exhibit A. A full Legal description of said Premises shall be supplied by the C1TY
in accordance with the CTTS^s fide obligation under pam®aph 11 of this Section.
Page 1 of 18 01 V v~_
3. DevelomnentRmuGed—Parcell. DEVELOPERshall wnstma on Parcel l notless than
a two and one half may steel and woad framed building as accordance with the plans dated
September 2005 and attached hereto as ExtaditB (hereinafter sometimes reached in as the
"DEVBLOPMENT") with a footpwt of not less than 9,800 aquae feet, containing a gross
Bpm area of not less than 24,000 square feet, at a minimum direct DEVELOPER
construction war which shall cousin of site work building construction; building
improvements, interim fit up, purchase and mandataries of equipment, and permit fees of not
less than $100.00 per square feet of building gross floor area, such costs to be exclusive of
arcla tembad and engineering design fns, legal fees, developer fees, aaouniag marinating,
adverdsmg and other development vovconsWction or so called"soft vests' associated with
the development.
4. Development Reauired—Parent 2 DEVELOPER shall mustroct un Parcel 2 not less than
a two and one half story stool and wood framed building in accordance with the plans dated
Sentember 2005 and attached hereto as Exhibit R@moura nr sometimes referred in w the
"DEVELOPMENT") with a building footprint of not less than 6,200 square feet, containing
a gross floor area of not less their 12,000 square feet, at a minimum direct DEVELOPER
instruction cos, which shall consist of site work building construction, building
improvements, interior fit up, purchase and installation of equipment, and permit fees ofreat
less than of not less than $100.00 persquare fat of building gross floor area, such case to
be exclusive of arehiacmral and emgweerivg design foes, legal Res, developer fees,
sccmmting markeing, advertising and other development urn -construction or m ended "Soft
cosh" associated with the development
5. Allowed Uses. All space in the buildings constmcad by DEVELOPER as provided fm
herein, shall be occupied only by the types of uses allowed by the City's Land Development
Code, provided however, that all space heated in the street level of the buildings shall be
occupied only by uses open to the public and serve the wads for visitors mthe water6ont
such as eating and dialing establishments, other retail merchandise and rami) service
businesses, museums, inters or ave galleries and similar type uses. The space nay be used
for quasi -municipal was such as harbormaster's office, tourist imRmation carrier or similar
uses as deemed appropriate by the Bangor City Council.
6, Purchase Prim ofPremises. The purchase price shall be $136,000 for Parcel l and $85,000
for Parcell. DEVELOPER shall pay= m cash orbycbeck the summit of$MI,000.00
(less any amounts paid by DEVELOPER to the MY pursuant in this Option Agreemwt)
at the time of clomag on the We.
9. Reimbursable Costs. The City will reimburse to DEVELOPER for documented additional
costs associated with foundation construction necessary for proper support of the proposed
buildings that we over and above the cost of conventional spread footing and slab stmchims.
The necessity of such additional foundation construction anal cast therefor mall be subject
in review and approval by the City Engineer. Reimbursement fm additional foundation
cmumsction costs shall not exceed the purchase prim of the PREMISES. The reimbumabk
Page 2 0£ 18
costs shall include, but not be limited to, the costs of gemechvical consultants, mntmctors,
supervisors, inspectors, aluipmmS labor, supplies and costs related to any deep pile
foundationsrMuted Tore erehnbursemem,DEVELOPERshallsmbmitdocummmm
of deep pile foundation related costs to CITY'S City Engineer, and upon approval by the City
Engineer, the CITY will reimburse DEVELOPER within 30 days of receipt of acceptable
documentation from DEVELOPER.
8. Tem, and Price of Option: This Option Agreement shall remain in effect from the date
bamf until April 30, 2006. The non-refundable option fee for this period is $3,200.00
payable upon execration of this agreement
9. B#msion of Option. The City Council may extend this Option Agreement upon the
DEVELOPBR'e wmtm request stating the reasons therefor, for a period not to exceed an
additionaltwo(2)moudu, if We Davelopais pursuing Na developmentiv good faith. The
additional option fee for an extension, which shall be payable in fol, bef or 9 the time
me extension is executed, abed be 5500.00 per month.
10. Amlicatim of0otim Pea. Inconsideration ofDEVELOPER's purchase and redevelopment -
ofthePremises,i accordancewiththis Option Agreememandthe DEVELOPBR'sproposal,
the CITY expressly agrees that the option fees specified in Section A.7. and A8, of this
Agreemembe rammed to the DEVELOPER upon fire CITY'e issuance ofthe Certificate of
Completion under Section CA L below; provided, however, that the option fees shall be
forfeited to the CDT ffthe DEVELOPER does notpurchuse the Premises in accordarmewith
the tones and conditions ofthls AgreavmL
II.1hmeaseof Option. To merciaehis rightto purchase the Premises, the DEVELOPER shall
so notify the CITY in writing thirty (30) days before the expiration aides Optim Agreement
andmyextensionhereof. Provided, thatno ounce ofDEVELOPER's immt to exercise the
when grated herein shall be effective so as to require the CITY to deliver title to the
Premises to the DEVELOPER uNess the DEVELOPER has first filly complied with all
"conditions precedent to the =a conveyance of du Premises to the DEVELOPER" as set
out in Section B. of this Agreement, below.
12. Evidence and Convevance of Title. Within 30 days, or such other done as the partes may
agree upon, of the CITY's receipt of the DEVELOPER's notice ander Section A.10. above,
the CITY shall convey good and marketable tide to the Premises, free and clear of all lies
and mcumbmuces, excels easements of record or required by the CITY (all as shown on
Exhibit A), to the DEVELOPER by Municipal Quitclaim Deed, subject however to the
com dons,restrictions, and covetous contained in Seaham; Band C. below, DEVELOPER
shall convey utility easements m the appropriate Grommets) as provided in Section C. 2.
below. If the CITY is unable to tender marke ble fide after reasonable efforts to do so, the
CITY shall refund to the DEVELOPER the fees paid under this Option Agreement if the
DEVELOPER so requests, or the DEVELOPER may choose on accept the CffVs Municipal
Quitclaim Deed, m which case the DEVELOPER shall assume my risks associated with the
Page 3 of is
rule. Within 30 days of the dateof tars Option Agreement, or such othertime as theparice
may agree, the CITY shall also provide DEVELOPER with: (1) all evidence oftide in Citys
possession or reasonably obtainable by City, (2) a boundary survey of the Remises prepared
by duly registered lend surveyor or duly regnictd professional cataract, as each is defined
by Tide 32 of the blame Reviaed Statutes A maid, which survey shall also contain the
mournams excepted above, and (3) a legal description of the Remises.
13. Effect of DEVELOPER's Acceptance of Title. DEVELOPER's acceptance of the CITY'e
Municipal Quitclaim Deed conveying title to the Premises, tendered in accordance with
Section A.11. above, shall relieve the CITY of any and all further obligation to supply
evidence of title or W take other steps W perfect the tide delivered. In no event shall the
CITY's obligations W tender marketable title, and W use reasonable efforts W determine me
source of title, extend beyond the term of this Option and any duly executed extension
therwf as set forth in Sections A7. and A.B. above. Provided, however, that CITY shalt
cooperate with DEVELOPER to cure my title defects discovered subsequent W the
coarveyanee. - -
I4.DEVELOPER'Sltigh%Doing Orion Period Dumgthetermofthis Agreementandany
extensions hereof, DEVELOPER shall have the right W enter onto the Premises for the
purposeofcondudngsiteevaluatione Aaysuchentryshallra pdormrceto ClTY's
City Engineer. DEVELOPER shall resters the Premises W the same condition, as near as
practicable, that existed[ prior W the entry. In addition, DEVELOPER shall have the right to
place a sign on the Premises in compliance with CITY'S ordinances, said sip W announce
the proposed project. Theplawnent of the sign shall be subjeato prior approval from the
City Manager or the Manager's designee.
15.Parking.Noon-simpmlingwillbedevelopedon Praul by DEVELOPER. Forforty(40)
years from the data of this Agreement, CITY will make available to the DEVELOPER up
W 60 permits for parking for DEVELOPER's tenant use from 7:00 AM W 5:00 PM
weekdays, Mondaythrough Fnday, excluding national holidays, and excluding anyperiod
the City may need W close off the paring area involved W accommodate special events such
as me American Polk Festival. For the firer ten(10) year from the date of this Agreement
the spaces for which the Fomtits are made available will be located within ser hundred (600)
fee ofpremisee,forthe following thirty(30) years, within one thousand (1,000) fact of the
premises. DEVELOPEWs or DEVELOPER'sVenture monthly tort fcreachpermit willbe
establishedfrom time W time by Other ofthe CITY's CityCouncil, but dull not exceed the
City Council establisbed rate for surface pamitpar king m the Abbott Square parking lot For
forty (40) years fimv the dam ofthis Agreement, CITY shall maintain no fewer than 110 off
street public parking spaces within 1,000 feet of the Premises, including rhe number of
permit spaces used by DEVELOPER.
16. Disturbance f Ora Owned Public 1m by DEVELOPER adjacent to Promises
shall be made only with the approval of CTIY's City Engineer and DEVELOPER shall
Page 4 of 18
restore all disturbances a DEVELOPER's cost to their original condition poor to the City
issuing a Certificate of Occupancy for DEVEIDPER's development.
SECTIONB. CONDD'IONS PRECEDENT TO THE CITY'S CONVEYANCE OF THE
Before the CITNs coweyance of the Premises, the DEVELOPER shall complete the
following:
1. SubmiseionofPlans The DEVELOPER shall submit preliminary and final plans forum of
the Premises for review and approval by the CITY.
DEVELOPER's plans submitted in accordance with this paragraph shall in all respects
comply with all applicable Codes and Ordmsuces of the City of Bangor, end in particular
with the mqumements of the CIW's Land Development Code.
Plans shall additionally conform to and be submittal in accordance with the provisions of
paragraph 2 of fine Section, below.
2. Approval of Plans No construction or renovation will be allowed without the prior
submission and approval ofprelimmary plans, fund plans, and specifications. All plans will
be submittal W the City Manager, do the Director of Community and Economic
Developmevc All plans end revisions to plans shall be reviewed by City staff designated by
the City Manager after which the City staff shall submit the plane along with Nei
recommendations W the City Council Business and Economic Development Committee.
Said plans shall be reviewed and approved by the City Council Business and Economic
Development Committee. Once the Committer approves the plans at one stage of the
approval process, DEVELOPER shall be nodded to rely on that approval in developing plans
and spenificanme for subsequent stages of the approval process. No plans shall be approved
unless said plans have been prepared by duly registered architect, as defined by Title 32 of
the Maine Revised Statures Annotated, unless otherwise accepted by the CITY. The
following submissions shall be required:
a. Preliminary Plays—The intent ofthe Preliminay Plans shall he W outlinethe
gememl scope ofdevelopment or redevelopment, and W convey to the CITY
sufficient information W determine the character ofthe work W be performed
The Prelin inary Plans shall contain:
(1) Sde lav - The site plan shall be drown m a wale of one (1) inch
equals twenty (20) feet wherever peaches]. The site plan shall
otherwise conform to the requirements of Part 4, Article XVI of the
CITY's Laud Development Code.
Page 5 of 16
(2) Floor Plm-lbescaleoft Re rplanshallbeleftwffiediscretion
of the archicct. This plan shall show general room layouts and use,
including entrances and exits. Dimensions may be approximate and
the overall floor area for each floor shall be indicated. The elevation
of each floor shall be indicated.
(3) Eleva' - A suitable cross-section or elevation crewing of the
building stall be provided indicating exterior facade materials and
colo s to be used.
b. Final Plans and Specifications -After approval of the Preliminary plans, the
DEVELOPER shall then proceed with the preparation of final plans and
specifications. Said plans and specifications shall show sufficient details
necessary to wsme proper construction. All dimensionsandelevatiens shall
be accurate and all meetings to be used in the structural or architectural
treaunmtofthef ffityshellbeouflined mmpletedetail. If, inthe opinion
ofthe CITY, there E adoubt regarding the structural adogwy ofmy facility,
the DEVELOPER shall provide all required back-up data, including
structural compositions, boring logs or material guarantess.
C. Timetable for Aur nal ofPrifloreffiery /Final Plan -Nolanuffian October
14, 2005, Wo DEVELOPER shall subrmtm the CnYs City Manager, is care
of the CCYs Director of Community and Ecoscandc Development,
preliminary plans for approval, as speci5e I in Section B.2. above. If the
DEVEIOPER proposes revisions, or if the City Manager orthe Director of
Corununity and Economic Development deems revisions to the preliminary
plans necessary or appropriate, the revisions shall be submitted to the
Business and Economic Development Committee for its approval not late
then November 15, 2005. The DEVELOPER is hereby advised that anytime
the DEVELOPER proposes revisions in plans previously approved or
submitted, the proposed revisions should be aubmitrod as soon as possible to
the City Manager, in care of the Director of Community and Economic
Development, for review and approval before the DEVELOPER proceeds
with the preparation of final plans and specifications.
No later than January 27, 2006, the DEVELOPER shall submit m the CLTS"s
City Manager, in care of the CYLY's Director of Community and Economic
Development. Erol plans aM related drawings, spmffirations, and documen5
in the form specified in Section B.2, above. No later than February 15, 2006,
the DEVELOPER shell meet with the City Council Business and Economic
Development Committee for approval of found plans and related drawings,
specifications, and domunmts in the form specified in Section B.2. Nthe
City Council Business and Economic Development Committee deems
revisions to the final plans b be necessary or appropriate, the plans must be
Page 6 Of 19
so revised and submitted to the C=s City Manager, in care of the CIPI" s
Dimmer of Community and Economic Development no later than March 15,
2006. Nolanrthan Mareh29,20M,the DEVELOPERshallmcetwiththe
City Council Business and Economic Development Corrmtittce for approval
oftherevised final plays and reSted drawings, specifications, and documents
in the form specified m Section B.2.
No later than April 5, 2006, the DEVELOPER shall submit complete
applications for all plan approvals required by the City of Bangor fm site plan
and subdivision approval. The DEVELOPER shall take all steps necessary
to obtain local review and approval of doe site plan and subdivision no later
than ApN 18, 2006.
3. Amendment ro Find Plans. Ifthe DEVELOPER desires to make any substantial alummoas
in the foal plans after their approval by the City Council Business and Economic
Development Committee, the DEVELOPER shall submit Ne proposed change in writing to
the City Council Business and Economic Development Committee for its approval. Ifthe
final plans, as modified by the proposed change, still conform to the requirements of Section
B.1, hereof, the City Council Business and Economic Development Committee shall not
unreasonably withhold approval of the proposed change. The City Council Business and
ECoaomm Development Committee shall either approve or disapprove the proposed change
within ten (10) days after its submission and notify the DEVELOPER of its decision. No
final plan approval by the Business and Economic Development Committee shall override
anyro omemems for the City of Bangor Planning Board.
4. Conduction Prowess Schedule Communally with the submission of the final plans, the
DEVELOPER shall submit a construction progress schedule to the City Council. The
progress schedule shall provide for the commencement of construction no later than May 1,
2006 and shall provide for completion of coustromme no later than March 30, 2007,
provided that nothing herein shall be umsmed to extend, limn; or otherwise affect the time
limits prescribed in any building permit or Planning Board approval.
5. Permit Renouncement. Prior in exercising the Opium granted herein, DEVELOPER shall
obtain, aM shall provide satisfactory evidence thereof to the=, every form, license, and
govemmenml approval necessary for commencement and completion of the development
described is Section A.I. above. Except in aumdm ice with Section AA. above, no tend or
deadline specified in this Agreement shall be extended by reason of DEVELOPERs faihue
to obtain or of an approving authority to issue any required permit in a timely manner.
Provided, however, that CITY agrees in act is good faith and to give due consideration to a
request by DEVELOPER her such an extension where the failure to obtain each approval or
permit is due in circumstances beyond the control of DEVELOPER.
6. Evidence of Financin¢. Prior in exercising the Option Recorded herein, Ne DEVELOPER
shall provide the =with written, legally binding commmrents, m a form satisfactory to
Page 7 of 18
the =a City Solicitor, from acceptable lending institutions, govammenml agencies, or
othersourcesfor�ctionfirancingofnotlmsthan$ . DEVELOPERwill
submit to the City manrwy Lien Waivers from the General Contractor.
T Covsnvctian GOntraG. Pnortom mungthe Optiongranredhe Ne DEVELOPERsball
provide the CIT1 with acer fiats executedbythe DEVELOPER and ifs general cammtor,
certifying the existence of a contract or summers for construction of the total development
in accordance with the provisions of Sections B.1., R2., B.3. and BA. above.
8. Performaviceaod Pavment Bond The DEVELOPERm DEVELOPER'sgeueralcontractor
shall post with the CITY both a performance bond and a labor, materials and performance
of services payment head ismecl by a cerpomts aunty licensed to do banned; in the State of
Mane, or other security acceptable to the CITY's City Solicitor, each in a penal sum alual
to rhe total estimated rest of the total proposed development, no secure performance of me
obligations set forth in this Agreement. The DEVELOPER or the DEVELOPER'S general
contractor shall submit to the CITY a copy of my such bonds and written evidence of
payment of the required premiums. The bands or other security must remain0 effect until
the C1TY's issuance of the Certificate of Completion under the terms of this Agreement.
SECTION C. CONDITIONS SUBSEOUENT qD THE CITY'S CONVEYANCE OF TBE
PREMISES TO THE DEVELOPER
Except as otherwise specified herein, the following express conditions, covenants, and
restrictions shall be expressly incorporated trim the CITYs Deal to the DEVELOPER, and shall run
with the land:
1. Deed Covenants. Itis intended and agreed, andthe Deed shall so expresstyproLWe, that the
express conditions, covenants, and restrictions provided to Section C. hereof shall be
covenants "morning 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, and enforosable by, the CITY
and my successor in interest to the Premises or any pan thereof for the time periods
specifically prescribed herein for each. None of the provisions and remedies below,
including the Reversion specified in Section C.9., shall be contended so as to limit the
DEVEiOPER's liabilityto the CITY for the DEVEIOPER's breach of any of its obligations
underthis Option Agreement and the Dad
2. Use Restriction. In addition to the use restrictions contained in Section A.5. above, the
DEVELOPER agrees for itself, and every successor in interest to the Premises, or any part
thereof, and the Deed shall contain express covenants on the pact of 0a DEVELOPER for
itself and its successes and assigns, Nat the Premises and my improvements which maybe
or may become located thereon shall be used, corutrmared, developed, occupied and
contended in mdorlance with the laws, ordinances, orrogulations ofthe Since ofMaine end
the City ofBangor, as the samemaynow orbereafterbe in effect. hitheevent Natbothtbe
Page 8 of 18
State and the City have law(s) governing the sane subject round, DEVELOPER afred that
the Promises and my improvements which maybe or may become located thereon shall be
governed by the most restrictive of these law(s). The DEVELOPER farther agrees thaz any
structure, or the occupancy thereof constructed on the Premises shall not mumsersubly
interfere in my way with the operation, maivtvmna, repair or replacement of all existing
sewer and wood, on the Premises which are depicted on the survey to be f evished by CITY
to DEVELOPER union Section A.11. above and to common easements to the City of Bangor
and Bangor Wooer District, for said sewer and water. tu addition to other reguicerments
herein, the DEVELOPER shall dot conduct saystmcnue wthe Premiseswithon[veceivivg
prior written certification by the City Engined that said structure shall not measurably
interfere with said sewer lines.
3. Prwarry Taxes. Me DEVELOPER agrees for itself and every successor in interest to the
Premises, or my part therm£ and the Deed shah contain express covauuts on the part of the
DEVELOPER for itself, and its suaences and assigns, that the Premises shall be subject to
all faces and assessments; as may be imposed by my govemmenml authority upon the
Premises and any buildings, structures, or improvements which may be or may become
located thereon. It is the intent of tbepardes berem, and DEVELOPER hereby agrees that
it does hereby waive, for itself and my successors be interest all right or privhege of
exemption from municipal tmafion of the Premises and any buildings, structures, or
unprovdadmtswhich maybe d maybamm laamd theram, as maybe av ndablebyreason
of DEVEIOPER's or such mccessms' legal status, or for sayotherremon whatsoever, and
that the City of Seaga, in its capacity as a taxing authority, may assess all taxes as would
otherwise be applicable to the promises, buildings, structures or improvements which may
beormaybecomelacatedtherem mifsuchexempnwdidrmtexist. DEVEIOPERfuNsd
agrees,forhthely eanysuccesses aiables4m Pay any gresanevts Eorbefore thedate
upon which they become due and payable. The CITY agrees that DEVELOPER, or its
successors in interest shell have the right to contatthe amount of such mxd or assessments
in the traded prescribed by law.
4. Subdivision Restriction. The DEVELOPERagreesforitself,md erysuccessorininterert
mthe Premises,amypartthdefandthe Dadshahconminexpresscovdantsmth part
of the DEVELOPER for itself, and its suceessms and assigns, that the Prenuses shall not be
subdivided without the C1TY's express written consent, which consent sball not be
mens eablywithhad. For the purpose of this paragraph, the following alone shall not be
deemed to constitute a subdivision:
a. Development of the project as e condominium pursuant m the Maine
Condominium Ad (33 MRS.A. See. 1601-101 er seq.).
b. Leans of portions of the development.
C. Construction of separate buildings or stmctues on the Premises.
Page 9 of 18
5. Land Speculation Restriedom The DEVELOPER represents and agran that its purchase of
the Premises and its other undertakings pureumt m this Option Agreement are and will be
used for the purpose of development of the Premises is accordance with Section A.I. above,
and not for speculation m land holdings. This covenant shall terminate upon the Mgrs
issuance of the Certificate ofCompletionmeder Semon C.1 L below.
6. CITY's Amonval ofTansf PriormCom letion. The DEVELOPERrimgwzes thatthe
qualifications and identity of (be DEVELOPER and it principals or any successors m
mterest, ma of particular concern to the CITY. The DEVELOPER further recognizes that
it is because of such qualifications and identity that the CITY is entering into des Option
Agreement and is willing to accept and rely on the obligations of the DEVELOPER for the
handful performance of all undanldap and covenants in be, performed by the
DEVELOPER.
Therefore, the DEVELOPERreposems and agreesbur itself, its successors and assigns, thaf
except only by way of security for the puryow of obtaining Emitting necessary m enable the
DEVELOPER or my approved successor m rosiest to perform the obligations under Section
E. haeof, the DEVELOPER has not made or created and, until the CITY issues the
Certificate of Completion under Section CA I. below, will not make or come, or suffer to
be made or created, my tend or partial sale, assigned, conveyance, lease, trust, power, or
transfer is my other more or form, of, or with respect to, this Option Agreement, the
Premises, or my part thereof, or interest therein, nor shall my contract or mu went to do
my of the same be entered into without the CITY's prim written approval. The foregoing
provisions shall not apply to the lease of the premises or the improvements to be constructed
tbaeon to prospective tenants, provided that said leases are made subject to the provisions
of flus Agreement.
The CITY shall be entitled to require as conditions to my such approval that:
a. Any proposed transferee shall have the qualifications and financial
responsibility, dennnined bythe CITYby written evidenra submitted to if
to. he necessary and adequate to Mild the obligationsundertaken under
Section D. hereof,
b. Anyproposedmmsf ,by insaumentin writing satiamem iso me CITY
and in a form mountable to the Penobscot Registry of Deeds, shall for itself
and its successors and assigns, and expressly for the benefit of the CITY,
have expressly assumed all of the obligations oftbe DEVELOPER under this
Option Alinement and agrees to be subject to all of the conditions and
restrictions to which the DEVELOPER is subject under Section C. bereof,
and
C. The consideration payable for the transfer by the transferee or on in behalf
shall not exceed an amount representing the actual cost m the DEVELOPER
Page 10 of 18
of the Premises and the improvements, if my, theretofore made thereon by
it; the intent of this provision being te preclude assignment of the agreement,
or masfer of the Premises, for profit poor to the CITY's issuance of the
Certificate of Completion under Section C.1 I., and to provide that if any such
assignment or transfer is made the CITY shall be entitled to increase the
purchase price to the DEVELOPER by the amount that the consideration
payable for the assignment or transfer is in excess of the amount that may be
auWorvN pursuant to this subparagraph c, and such consideration shall, to
the extent that it is or excess of the amount so authorized, belong and
forthwith be paid 0 the (:1TY.
The foregoing provisions ofthis Section C.6. notwithstaodmg, the DEVELOPER may assign
this Option Agreement and all rights and dudes herein, subject to the terms and conditions
hereof to a developmet entity herada orgnniud and qualified by DEVELOPER main the
laws of the State of Maine; provided, however, that DEVELOPER shall ream an active
ievolvernest in the entity and the entity shall assume, in writing satisfactory to the CITY, the
obligation to complete, in the meter provided for in this Option Agreement, the
contemplated improvements on the Premises. Furthermore, the entity must submit evidence
satisfactory to the CITY that it has the qualifications and tmancial responsibility necessary
to perform such obligation.
All covenants contained in this Section C.6. shall terminate upon the CITY's issuance of the
Certificate of Completion under Section CA 1. below.
7. Mort®ees Prior to Completion ofhmrovemets.
a. Prior to the completion of the improvements as certified by the CITY, neither
the DEVELOPER nor any successor in interment to the Premises or any pan
thereof shall engage in any financing or any other transaction creating any
mortgage or any other enoumbrmce or lien upon the Premises, whether by
express agreement or operation of law, or pamit my encmrrbrmce or lien to
be made on or mtached to the Promises, except f the purpose of obtaining
fim is necessary, fol makingimprovements provided hemi a plus the purchase
price of the Premiss; paid by the DEVELOPER to the CITY. The
DEVELOPER shallnotifythe CITY in advance of any mortgage financing
it proposes to enter into witti respect to the Promises, and of any enenmbmnce
or lie that has been created an or attachM to the Premises, whether by
voluntary act of the DEVELOPER or otherwise.
b. The holder of my mortgage audnrized by this Option Agreement,including
my such boldo who obtains fide to the Premises or my part thereof as a
result of foreclosure prose xin gs or action in lieu thereof, shall not be
obligated by the provisions of this Option Agreement to construct or
complete the hoprovements or to guarantee such construction or completion.
Page 11 of 18
No covenant m my other provision in my deed shall be construed so to
obligate my such holder. However, neither such holder nor its successors or
assigns shall be authorized to devote the Prermses or my pmt thereofan any
uses, or to construct my improvements thereoq other than those uses or
improvements provided or authorized in this Option Agreement
All encomia contained in &a Section 07. shall temoso a upon fee M Y's issuance
of the Certificate of Completion under Section C.11. below.
8. NoticeofEafaultofMormaeee
a. Whenever the CITY shall deliver or make my notice or demand to the
DEVUOPER with respect to my breach or default by the DEVEWMR in
its obligations or covemms under this Option Agreement. the CITY shall at
the same time deliver to each holder of record of my mortgage am smized by
this agreement a copy of such notice or demand. Each such holder shall,
insofar as the rights of the =are convened, have the right at its optionto
care such breach or default and to add the cost thereofan the mortgage debt
act the lien of its mortgage. However, if the breach or default is with respect
or construction of the improvemems such holder may not undertake or
continue the conshucaon or completion of the improvements beyond the
extent necessaryin caruerve or turned improvements or construclum already
made without first having a presvly assumed in writing the obligations to the
CITY he complete, an the manner provided in this Option Agreement, the
improvements on the Promises or the pmt thereof in which the lien or tide of
mch 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 the
improvements relating in the Previus or applicable part thereof shall be
emitted, upon written request made in the CITY, in a verification by the
CITY to such effect in a insurer provided in Section C.I1. of this Option
Agremant. Such verification shall, if so requested by such holder, provide
that my remedy, of the CITY's with respect to revesting of title to the
Premises because of failure of the DEVELOPER to cure my default with
respect in the crostrumon of the nnprovemems on other parts ofpareels of
the Premises, or because of my other default in or breach of this Opfion
Agreement by the DEVELOPER, shall not apply in the part or parcel of the
Premises to which such certification relates.
b. MaRerthe DEVELOPER's defaultunder this Option Agreement, theholder
of my mortgage on the Premises or part thereof does not exercise the woman
to construct or complete the improvements relating in the Premises or part
thereof covered by its mortgage or to which it Its obtained title within 60
days after the holder has bern notified of the default or undertakes
Page 12 of 18
completion of the improvements but does not complete construction within
the gonad as agreed Won by the CITY and such holder, the =shall have
the option of paying on the holder the amount of the mortgage debt and
swunvganassig tofswh&e wdofthemortguge. ifownershipofthe
Premises or part thereof has vested in such holder by way of foreclosure or
action in lieu thermf, the CITY shall be entitled, at its option, to a
conveyance to it of the Premises or part thermfupon payment to such holder
of an amoant equal 0 the sum of the mortgage debt at the time of foreclosure
or action in lieu thereof has all appropriate credits, including those resulting
from collection sod application of rentals received during foreclosure
proceedings; all expenses with respect to the fineclosure; the net expenses,
exclusive of general overhead, incurred by such holder in and as a direct
result of rhe subsespama management of the Premises; the war of any
improvements made by such holder; and an amount equivalent to the interest
that would have awmed on the aggregate of such amounts bad ail such
amounts become pan of the mortgage debt and such debt bad continued in
existence until such acquisition by the CHT.
C. In the event of the DEVEEOPER's default in its obligations under my
mortgage or other instrument deaGvg an ensumbrance upon the Premises or
part thmodpox ro completion ofimlaovemend, the CITY may at its option
core such default or breach. In such use the = shall be entitled, in
addition on and without limitation upon any other remedy to which it shall be
entitled by this Option Agreement, operation of law, or otherwise, to
reimbursement from the DEVELOPER or successor in interest of all costs
and expanses incurred by the CITY in curing such default or breach, and to
a lien upon the Premises apart thereof to which the mortgage, encumbrance,
or lim relates, to secure such reimbursement
d For the purposes of this and other Paragraphs of this Option Agreement, the
term 'holder' in reference to a mortgage shall be deemed to include any
insmer or guarantor of my obligation or condition secured by surd mortgage,
including but not limited to the Federal Housing Commissioner, the
Administrator of Venoms; Affairs, and any successor in office of either such
official.
All covenants contained in this Section C.8. shall terminate upon the =a
of the Certificate of Completion under Section C.11. below.
9. Tide Revision Prior to Cosnvletkm. Is the event dant pna to the =a issuance of the
Certificate of Completion under Section C. 11. below: -
L The DFVR OPER, or its successor in interest a assign, shall default in or
.violate its obligations with respect to the construction of the improvements
Page 13 of 18
hancludmg the nature and the dates for the begnning and completion thereof),
or shall abandon or substantially suspend construction work and my such
default, violation, abandomumt, or suspension is not coral, ended, or
remedied within dross (3) months (or sic (6) months, if the default is with
respect to the daze for completion of the improvements) after written demand
by the CITY to do so; or
b. The DEVELOPER, or its successor in interest or assign, small foil to pay real
estate tines or mseswmts on the Premises or any part thereof when due, or
shall place thereto my mcumbrance of lien unauthorized by Section C.
hereof, or shall suffer my levy or attachment to be made, or my
matmalmm's or mechanic's lien, a my other unauthorized encumbrance or
lien to aVzch, and such taxes or meessmmts shall not have been paid, or the
encumbrance or lira removM or discharged or provision made, satisfactory
to the CITY, for such payment, removal, or discharge, within thirty (30) days
after the Cfl'Y's written demand to do so; or
C. - The DEVELOPER, or its anccexs a in imerest or assign, shall make my
assignment for the benefit of creditors, or a receiver or similar officer shall
be appointed on take charge of all or any substantial par[ of the
DEVELOPER's property, and such assignment or appointment is not
dismissed or releaned within thirty (30) days of the date the iongmuent or
appointment is nude; or
d. Thum is,m violation ofSection C. hereof, any transfer of the Premises or any
part 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 wdttm demand by the CITY to the
DEVELOPER:
then the CITY shall have the right to reenter and take Possession of the Premises and to
[aminate and retest in the CITY the more estate conveyed by floe feed to the DEVELOPER
as if no Deed had over been given; it being flue intent of Itis provision, together with other
provisions of Section C. hereof, that the conveyance of the Premises to the DEVELOPER
shall be made upon, and that the Deed shall condom, a condition subsequent to the affect Sort
in the event of any default, failure, violation, or other action a inaction by the DEVELOPER
specified w subparagraphs a, b., c. and d. of Section C.9. hereof, and failure on the part of
the DEVELOPER to remedy, and, or abrogate such default, failure, violation, or other action
or Inactioq within the period and in the manna soared in such subparagraphs, the CITY at
its option may declare a taminatiou in favor of the C= of the title, and of all the rights and
interest in and to the Promises, and that men tide and all rights and interest of the
DEVELOPER, and my assigns or successors in tutees[ to and an the Promises said revert
to the CITY; provided, however, that such conditim subsequent and revesting of title in the
CITY shall always be subject to and limited by, and shall not defeat, render invalid or limit
Page 14 of 18
insnywaT.. (1)t hmofmymortgegcauthorizedby Section C.bmmf,end(2)myrights
or interests provided in Section C. for the protection of the holders of such mortgages.
The CITY shall have the right in inti m e such actions or proceedings, as it may deem
damnable£ edamnting the purposes of this Section C.9. mediating elan the rust to execute
and remrd or file among the public land records in the office in which the Dead is recorded
a written declaration of me temdnation of all the right. title and vdaert of the DEVELOPER,
its successors in interest and assigns, in the Premises and the revesting of fide in the CITY;
provided, however, that my delay by the CITY m msmanag or prosecuting my such actions
or proceedings or otherwise asserting its rights under Section C. hereof shall not operate as
a warver of such rights or m deprive it of or Emit such rights in my way.
The -express conditions, covenants, and restrictions contained in this Section C.9. shall
terminate upon the Cn Y's issuance of the Certificate of Completion under Section C.11,
below.
10. Disocammi Upon Reversion. Upon the revesting m the CITY of title to me Premises or my
part thereof as provided in Section C.9., the CITY shall in accordance with State law use its
best efforts to resell the Premises or pan thereof, subject to my misting mortgage liens, as
soon and in such manner as the CITY shall find £ sible and consistent with the objectives
ofdeveloPing the Premises W a qualified and responsible party or parties, as determined by
the CrrY, who will assume the obligation of making or completing the improvements or
such other improvements in their stead as shall be satisfactory to the CITY.
Upon the resale of the Promises, the proceeds thereof shall be applied
a Firs6 to reimburse the MY for: all costs and expenses incurred by the CITY
including but not limited re salaries of personnel in connection with the
recapture, management, and resale of the Premises or pan thereof (but less
any income derived by the CITY from the Premises or pan thoeof); all tares,
assessments, water, sewer and other utility charges with respect m the
Premises or pert thereof; my payments made or ncessary to be made to
discharge my mcumbrmces or liens existing onthe Premises or part thereof
ame time of revesting of fide thereto in the CITY or to discharge or prevent
from attaching or being made my subsequent mcmnbrmces or liens due an,
obligations, defaults, or sets of the DEVELOPER, its mmessors or assigns;
my expenditures made or obligations incurred with respect to the making or
completion of rhe improvements or my part thereof on the Premises or pan
thereof and my amounts otherwise owing to the CITY by the DEVELOPER
and its successor or assign; and
It. Second, to reimburse the DEVELOPER, its successors or assigns, up in me
amount equal to: (1) the scut of the purchase price paid by it Joe: the Premises
or part tbweof and the cash actually invested by it in m fang my of the
Page 15 of 18
improvements onthe Premises orpart themf, less (2) avygaius or income
withdrawn or made by it.
The Cf1Y shall retain as its property my balance n maining after such reimbursement.
The express conditions, cuvenmts, and restrictions contained m this Section C.10. shall
terminate upon the ClWs issuance of the CertiScare of Completion Wider Section C.11.
below.
11. Cartificaes of Completion. Promptly after completion of the improvements W accordance
with the provisions of Us Option Agreement, the CITY will famish the DEVELOPER with
an appropriate instrument so certifying, which momwent shall not be umeascnablywithheld
Such certification shall be m such form as will moble it to be recorded in the Pemnscot
County Registry of Deeds. The C1TY's issuance of the Certificate of Completion will
constitute conclusive proof of the satisfaction and termination of the express conditions,
covements, and restrictions wmaival in Sections G5, C.6, C.7., C.B., Q9., and C.10. above.
If the CITY shall refuse or fail to provide such certification, the CPIY shall, within thirty
(30) days atter written mquest by the DEVELOPER, provide the DEVELOPER with a
written statement indicating m adequate detail W whatrespects the DEVELOPER has Oiled
to complete the improvements in accoNmce with the provisions of this Option Agreement
and what measures will be necessaryW obtain such certification.
12. Severability If any provision of this Option Agreement is determined to be invalid or
unenforceable under law, it shall not affect the validity or enforcement of the remaining
obligations or portions hereof.
13. Noce. Any notice under this Option Agreement by either perry to the other shall be
sufficiently given or delivered if it is dispatched by registered or certified mail, postage
prepaid, return receipt requested, m delivered peao0ally, and
a mthe case of the DEVELOPER, is addressed to or detivai personally mthe
DEVELOPER, Lawrence Springer, 15 Meadow Lane, Brewer, Maim 04412.
b. to the case of the CITY, is addressedto or delivered personally to the CflY,
Go City Manager, City Hall, lig Harlow Street, Bangor, ME 04401.
or to such other persons or addresses as the parties may designate in writing to the other.
14.MenumidumofOotion. Uponr umtofeitha,drepmtiesagr wprepareandexecmea
Memormdum of Option in recordable from, which MemoensI m maybe recorded by either
party in the Penobscot County Registry of Dads.
Page 16 of 18'
W WITNFSS WBERFOF, thepames hereto have ut Nevhands to duplicate wunteryarts
of this Agreement on the day and year first wnttm above.
CITY OF BANGOR
By
Witness Edward A. Barash
Its City Manager
LAWRENCE SPRINGER
By
Witness - Lawrence Springer
Developer
STATE OF MAINE
PmobscK as. 2005
Then pwsmally appeared the above-named Edward A. Barrett, is his capacity as the City
Manager of the City of Bangor, and acknowledged the foregoing wsWment in be his free act and
deed in such capacity and the free act and deed of the City of Bangor. -
Before me,
Printed Name:
Notary Public/Atmmey at Law
Page 17 of 18
STATE OF hfABJB
Peoobsmt, ss.
Than personally appeared the above-mmed Lawrence Springer, in bis capacity as Developer
ofBeagor Wata&ont Parcels 1 & 2 and acknowledged the foregoing inswment to be his free act
and deed in such capacity.
Before me,
Probe] Nome:
Notary PubliclAttomey az Law
Page 18 of 18