HomeMy WebLinkAbout2002-03-25 02-155 ORDERJIM NO. 02-155
Cate: March 25, 2002
Item/Subject: ORDER. Amending the Master Transaction Agreement between the City of Barger and
the ganger Nursing and Rehabilitation Center
Responsible Department: Executive
In the late 2001, representatives of Me BNRC met with the Strategic Issues Cant nese to provide a
general update on the facility's operation and to request consideration nt several changes to the
Master Transaction Agreement (MTA) with the City. Staff was directed to meet with BNRC officials,
discuss and resolve the issues presented and prepare necessary language, as appropriate.
That process has been completed arm the accompanying Council Order amends the MTA as follows:
First, BNRC's option to acquire the Naval Reserve Center property on Essex Street is extermed for Dee
year, until March 2003. Second, should BNRC acquire the property but subsequently cease
operations, before 12-31-06 (a one year extension), the property would revert to the City. Third, the
provisions of the City's line of credit have been clarified to include the dates at which time one line of
credit is reduced, (commencing with the fiscal year ending June 30, 2002 and Tandy thereafter) and
the time frame in which net man flow is determined (within 90 days after the end of the fiscal year).
Fouts, the termination data of the line of credit has been fxed aJune 30, 2005, which clarifies
original language stating the line would end M the completion of BNRC's fourth fiscal year.
These proposed changes have been developed and agreed to by City Staff including Deb Cyr, Norm
Heitmann and Bob Farrar and officials at BNRC including Board Chair Jim Tyler and the Executive
Committee of the Board of Directors. All imrolved concur that these changes will clarity and
strengthen the agreement, which to data has servetl both parties very well. �/n��/ I /�///��
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Deparhnerd Head
Managers Comments:13� TI"n4 a, v ®.��
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City Manager
Associated Information:
Order, First Amendment to Master Transaction Agreement
Budget Approval:
France Cirefor
Legal Approval:
SNidim
Passage
_ First Reading Page _ of
Referral
Asvi�edb CouaCBer Yatner March 25, 2002
CITY OF BANGOR
(TITLE.) Order, Amending the s r Transaction nt the CHv
Banoor and Bangor Numina and lWhabliftation Center
By th 6ty couruil of Me Ery ofBanga:
ORDERED, THAT the City Manager on behalf of tiM City of Hangar is hereby authorized to
execute Use Mist AmeMment to dse Master Transaction Agreement between M City of
Bangor and Bangor Muning anal Rehabilitation Center, as attached hereto.
IP ciw ComCIL
March 25. 2002 bbb
Nation Made and seconded
far Passage
Passed
' nPemy cxTP cbN�
02-155
ORDER
Title, A ndiug the Master Transaction
Agreement Nervous the city of Nonfat aad
concur pursing and Netutbilitatfon center
Assigned to
7jvr" Councilor
FIRST AMENDMENT TO
MASTER TRANSACTION AGREEMENT
Agreement made this �1 dayof/As'-t, 2002 by and betweenthe City of
Bangor, a body politic and corporate organized and exisfimg under and by virtue of the
laws of the State of Maine, in Bangor, Penobscot County, Maine (hereimfler `the City'l
and the Bangor Nursing and Rehabilitation Center, a von -profit corporation duly
organized and existing under the laws of State of Maine with aplace of business in
Bangor, Penobscot County, Maine (hereinafter BNRC).
WHEREAS, the parties "noted a Master Transaction Agreanent dated
December 28,2000; and
WHEREAS, the BNRC has net been able to make a commitment to relocate the
fuility m a new location as quickly as originally anticipated; and
WHEREAS, the parties agree that the BNRC needs additional time to make such
a decision; and
WHEREAS, the parties agree that certain provisions of the Master Transaction
Agreement regarding the line ofcredit should be amended for the purpose of clarification
of the parties' rights and responsibilities.
NOW THEREFORE, the parties agree to amend the Manta Transaction
Agreement as follows:
By deleting the following:
4. REAL ESTATE
b. The City shall grant BNRC an option to aequhe the Naval Reserve Center on
Essex Street, Bangor at no cost to BNRC in the event BNRC desnes to relocate its
nursing and rehabilitation facility to that location. Said option shall expire on
Mamh 3l, 2002. In the even BNRC exercises said opfion, it shall ver the
facility a Texas Avenue, Bangorand shall convey the said facility to the City a
nocosttothe City. Saidconveyancewo eCitysballbewithintwelve(12)
months after BNRC exercises the option to acquire the Naval Reserve Center.
c. In the event BNRC acquires the Naval Reserve Center real estate pursuant to the
terms of this agreement and ceases operation of nursing and rehabilitation
facility before December 31, 2005 fide to the land comprising the Naval Reserve
Cerra real estate shall raven to the City. The City has the option, at that time, to
purchase the buildings constructed thereon by BNRC for the initial capitalized
costs of the buildings, depreciated on a straight line basis fr a thirty (30) year
02-155
And replacing it with the following:
4. REAL ESTATE
b. The City shall grant BNRC an option to acquire the Naval Reserve Canter on
Essce Street, Bangor at no cost to BNRC in the event BNRC desires In relocete its
musing and rehabilitation facility to that location Said option shell eVim on
Murch 31, 2003. In the event BNRC exercises said option, it shall construct a
new facility at the Essex Sucet site within eighteen (18) months after it exercises
the often and within ninety (90) days after occupying the newly constructed
facility BNRC shall convey the said facility at Texas Avenue to the City at no
cost to the City.
c. In the evert BNRC acquires the Naval Reserve Center real ¢sten pmsuam to the
terms ofdus agrceme it and ceases opemdon of a nursing and rehabilitation
facility before December 31, 2006 fide to the land comprising the Naval Reserve
Cenhr real buildings
uil shell revertm ed City. The BNRC fdx option, at dut tined to
porchest a buildingscoreciated thereon by BNRC for doe initial (30) ear
vests of the buildings, depreciated on a straight line basis for atldrry (30) year
By deleting the following:
6. CITY IRAN / LINE OF CREDIT
a. The City shall provide BNRC with aline of credit for liquidity purposes subjcato
the following conditions:
2 The mom available underthe line ofcredit shall be reduced at the and of
each fiscal year by the amour[ ofone-halfof BNRC's vat cash flow.
3 The tern of the l� ofcredit stall a ma a compledon of the BNRC's
fourth fiscal year or in the event the accumulated rash surplus of BNRC
equals $400,000, whichever event occurs first.
And replacing it with the following:
6 CITY IRAN/LBVEOF CREDIT
a The City shall provide BNRC with aline ofcredit for liquidity purposes subjectto
the following conditions:
02-155
2 The amount available under the line of credit shall be reduced at the end of
each focal year beginning wide the fiscal year ending June 30, 2002 and on
June 30 of each year thereafter by the amour[ of ons -half of BNRC's net cash
flow. The amount shall be determined within Wnety (90) days after the end of
the fiscal year.
3 Theterm of the line of credit shall and on June 30, 2005 or in the event the
eccumWated cash sunplas ofBNRC equals $400,000, whichever event occurs
RM
IN WITNESS WNEREOF, Nettles hereto have caused this Master Transaction
Agreementmbeexecutedontlds-Z.�_dayof /n,'• 2002.
Witness CITY OF BANGOR
City Manager
STATE OF MAINE
PENOBSCOT, as
M1 4, t9 .2002
Then personally appeme t the above-named Edward A. Barrett, City Manager for
the City of Bangor, and acknowledged the foregoing instrument to be his frac net and
deed in his said capacity and tine free act and deed of the said City of Bangor.
Before me,
Public/ at -Law
Saw
Commission expires:
NORMAN 8. NEITMANN, IN
NOTARY PUBLIC, MAINE
NY COMMISNaN EXPIRES JANUARY 31, 2M
STATE OF MAINE
PENOBSCOT, as ''li, lN 20M
Then personally appeared the above-named lames Tyler, President of Bangor
Nursing and Rehabilitation Center, and acknowledged rhe foregoing instrument to be his
free act and deed in his said capacity and the lose act and dead oftTe said Bangor Nursing
and Rehabilitation Center.
Before me,
omry Pub tcf or=y-az-Law
Name:
Commission expires:
NORMAN S. NEIiNANN, NI
NOTARY PUBLIC, MAINE
MY COMMISSION EXNRES AMIL ARY 31, 2M
02-Bss