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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 /�///�� �(d4Wlfi✓�Fss 4 Deparhnerd Head Managers Comments:13� TI"n4 a, v ®.�� viAAl. " 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