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HomeMy WebLinkAbout2002-10-28 02-391 ORDERCOUNCIL ACTION Item No.02-391 Date: 10-28-02 Item/Subject Order, Establishing the Public Assembly Facilities Commission and the public Assembly Advisory Group. Responsible Department City Council The Special Committee an the Future of the Bangor Auditorium/Civic Center has been in existence for several years and is approaching the expiration of its term set for January 1, 2003. At the same time, It Is apparent that additional effort is required toward the Citys goal of constructing a new large event facility. After some consideration and discussions with various members of the Cotmml, the Council Chair has proposed that a new advisory structure be created on this issue. Under the proposal, a Public Assembly Facilities Commission would be established. This would be a somewhat smaller group than the current Special Committee and would focus on the issues involved with constructing public assembly fafilides within the City and their interconnectivity, to induce a convention center, conference center, sports arena, and amphitheater. This group would indicate three members of the City Council and up to 9 additional members. The Special Committee would be retained until the end of its term in January. At that point, a public Assembly Facilites Advtsory Group would be established to Insure continued broad representation from the region in the Ows work. This would also provide us with the opportunity to reconstitute this group m determine the level of continuing Interest of the governments, organizations, and individuals who have been involved. In effect, this structure would provide for a smaller and more focused working group that would most likely meet on a more frequmn basis and a larger group to Insure broad Involvement in the decision making process. The order anticipates that these groups would remain in existence until December 31, 2004. The Council Chair will appoint three members of the City Council to the Commission. The Chair of the Commission, in consultation with the Council Chair, will appoint the other members of the Commission and the members of the Advisory Group. We anticipate that this structure will allow us to focus our efforts over the next several years as we continue to explore such facilities, their financing, location, and governance. Department Head Manager's Comments: City Manager Associated Information: Order Budget Approval: Finance Director Legal Approval C lido Int otlu for Passage _ First Reading Page_ of Referral Aasienedwcmurcila Tremble "0wr<c B CITY OF BANGOR 02-391 October 28, 2002 (TITLE.) Order, Establishing the Public Assembly FacUldes Commission and the Public Assembly Facilities Advisory Group. WHEREAS, on lune 12, 2000, the City Council adopted a resolve that established Ne Intention of the Council to replace the amen Auditorium and Civic Cancer with a new structure; ant WHEREAS, since Nat time, the Council has reaffirmed Nis intention on several occasions and has worked diligently with all parties W evaluate options and to explore potential financing mechanisms; and WHEREAS, toward Nis goal, the Council established the Special Committee on the Fuhrre of Ne Bangor Audihmum/Ovic Center which has worked diligently N advise the Council on the sire and design of such a Witty, its location, and Potential financing mechanisms; and WHEREAS, the term of the Special Committee on the Future of the Bangor Audibmum/awc Center will expire on January 1, 2003; and WHEREAS, the Council desires to continue the efforts of this Special Committee and other InMadvos currently underway and to insure Nat mechanisms remain in place W provide broadly based aces to the decision making process In"Ning public assembly fadhims. NOW, THEREFORE, BE 7ORDERED BY THE QTY COUNC1b OF THE CRY OF BANGOR, THAT In accordance with the Code of Ordinances of the Ory of Bangor, Chapter 9, Section 9.9, the Public Assembly FaciOtles Commission and Ne Public Assembly Facilities Advisory Group are hereby established as a special committee of the Bangor City Council. PURPOSE. The purpose of the Public Assembly Facilities Commission is W establish a strategic approach to addressing the oppmrom les associated with Pudic assembly facility, construction within the City of Bangor and to evaluate the interconnectiviry of current and proposed public assembly facilities to include but not be limited to a convention center, conference center, spats arena, amphitheater, and other public facilities which may be associated with Bass Park and to present such recommendations to the Ory Council as it may find appropriate. N addition N evaluating the mix of such facilities, the Commission shall also explore methods and pmposls for financing such fadlibes within the award context of the Oys financial cap tIllity and MIdng Into consideration altamabve fulling sources including the private sector and potential resources from other governmental enBtles; the locations of such facilities, to include Bass Park or such other locations as may be appropriate; and Me governance structures for them. The Public Facilities Advisory Group, which shall be formed as of January 1, 2083 to replace the Special Commutes on the Future of the Bangor AudhetuMOvic Carter which expires on that date, shall constitute a broadly based advisory group to Insure that interested groups, Individuals, and other govemments continue on be involved in this process. The Special Committee on Ne Future of the Bangor Auditodum/Civic Center shall fulfill Nis !unison until January 1, 2003. 02-391 COMPO MON. The Commission shall be composed of three members of the City Council and up to nine additional citizen members representing the pdvate sector and other interested units of government. The Chair of the Bangor City Council shall appoint the members of the City Council to serve on this Commission and designate one of Mese IndlWduals as Its Chairs The Chair of the Committee shall select, in consultation with the Council Chair, the citizen members. Subsequent to January 1, 21183, the Chair of Me Pudic Assembly Facilities Commission, again in consultation with the Chair of the Bangor City Council, shall appoint a new advisory group to be wiled the the Pudic Assembly Facilities Commission A sory Group, m Insure continued broad based involvement in the City's continued efforts to she and construct public assembly facilities. Individuals shall be appointed to this group to insure that the Public Assembly Facilities Commission and the Bangor qty Coundl receive the benefit of guidance and advice from organizations, individuals, and other units of government with an Interest in such fadlitles in this region. TERM. The Committee shall remain in existence unIA December 31, 2009. Members appointed to the Commission and the Advisory Group shall serve an initial term running until December 31, 20D3 and may be reappointed for an additional one year term. Any additional a Ion must be authorised by the City Council. STAFF SUPPORT. Staff support for this Commission and the Advisory Group shall be provided by the City of Bangor as designated by Me City Manager. IN CITY CO➢PCIL October 28. 2002 Motion Node and Seconded p 02-391 for Passage Passed 1TY m ' (TITLE.) Patarouahing the Public Assembly Paci1Ries comissiw and tO, Public Assemblly Facilities Adviser Croup Asaignetl to Councilor /I m'6� W-391' ASSIGNMENT, ASSUMPTION, RELEASE, GUARANTY,AND CONSENT AGREEMENT THISASSIC ENT, ASSUMPTION, RELEASE, GUARANTY,AND CONSENT AGREEMENT (&a "Agamrsmt) is entered into as of the 26th day ofAugost 2002 by ACADIA HOSPITAL CORP., AMaiae non-profit c0rpontion with a place of buswem at 268 SWlwata Avenue, P.O. Boa 422, Bangor, Mame 049020422 ("HoapiW'), ACADIA HEALTHCARE, INC., a Mame non-profit corporation mitia aplace ofbusivess at 268 StillwaterAvenue, P O. Box 422, Bangor, Maine 049020422 ("Healtamte'), the =OF BANGOR a body Paso and mrpotate duly orgawaed under the lana ofthe State of Maine with aplace of businms at 73 Hanb w street, Bangor, Mame 09401(tl,e `City'), the MAINE STATE HOUSMG AUTHORITY, a public body corporate and politic andinetaummrality of tae Stare of Maine with aplace of business at 353 Water Stta4 Augusta, Ma'... 04330.4633 ("afSHA'), bUD= MERCTIfaN]S BAN14 a Maine fora caul insouton with a place of bantams at 9M Suuwater Avenue, Bangor, Maine 04901 (`Mmill'), and PENQULS CAP., INC., a Maine non-profit corporation mita a place ofbuswmsat262Harlow Smeetl PO.Bm 1162,Bangor,Maine04 1162(Pmgws'). WITNESSETH WHEREAS, the Gty obtained a gnat form the United Stares Department of Housing and Urban Development (`HUD') m the amount of $395,000 mda the Srewat B. MclCinaey Homeless Assistance Aa of 1996 Supportive Housing Grant Program (Ne "HUD Gant') pursuant to the ee®s and cons idws of 19965uppomve Houtivg Gnat Ageement beroan the City and HUD dated May 13, 1997 (the "HI1D Grant Ageemme)telamgtothe contraction and operatiot of a transitional housuag faalityf carooically homeless persons lommd at 179 Indiana Avenue, Bangor, Maine, on land omaed by the City to be managed and opamd by Hosptnl(the'Pnoject'); and WHEREAS, the City provided the HUD Grant m Hospital pursuant to d,e terms and condimns of e Suballocedon Agse®mt between the Qty and Hospital dared September 27, 1998 (the "HUD Grant Suballonuon Agemtme) to food «min costs and expenses mcvmed by Hospital in coanemum with the coustonsom and opeation of tae Projar, and WHEREAS, the City leased the land for covswcew of the Project m Hospital Pursuant the umins and conditions of m lademun of lase bmwem the Gty and Hospital dated Sept®ber 27,1998 (the "Irene'), a Memotandum ofwhich Leese u recorded on tM Penobscot County Registry of Deeds in Book 6826, Page 43; and WHEREAS, Peoquis acted as developer of the Ptoject on behalf ofHospid and, m that mpeaty, coordinated the buddwg design, obainedthe required pewits and approvals therefor, and w ow the coustrnoton tbamf; and WHEREAS, Mettilt obtained a direct subsidy from the Federal Home Loan Bank of Boston (the "FFRBB') w the amount of 838,500 under the FHLBBi Affordable Housing ProFaa n (the "PHLBB Gnse), which FHLBB Gantt was provided by Mandl to Pmgm pursuant to the tenor and conditions of an Agre®ant Regarding Affordable Housing Program Subsidy by and among the FHLBB, Penguis and dated STunaba 22, 1998 (the "FTBBB Subsidy Agreement') and wed by Peaquis to fund contain casts and expenses ineuaM by Pmguis in connection with the construction and development of the Projmr and WHEREAS, Pmquu obtained a Front from MSHA in the amount of {210,000 uadez the Crauston- Gowlez National Affordable Housng Act of 1990 (she `Gnuston-Gma1¢ Grant') pumuant to the turns and cundiuow of a Cransron-Govslez National Affordable HousingAct Affoadable Housing Gaunt Agreement between M and Pmgws dated Squander P, 1998 (the Grant tu�mt -a+um aaun, cuman. eb o.�.w aw°Ma F�tofi+4 M-391 Ageemene) used by Pmquia to (cod.•...^s And examen endorsed by Pengoie a connection with we commxmn arW development of dee Nojecr, and WHEREAS, An cocoecdon with she Cramtov-Gonzalez Grant AAgeemm4 MSHA and Pengws eecuml a Declaration of Covenants, Cam400 as and Ratrictioas dated September 27, 1998 (sbe "C®nstov- (3oazalez DWaratiou') recorded is she Penobscot Coenty RbMty of Dells wBook 6826, Page 67, setting both affordabbty reycen ne ts relating to derma uwts in be Project, and WHEREAS, on connerdon wish be Cranston -Gonzalez Grant Agreunmt. Penquia and Hwpiwl emted A Fair Housing and Aaessila ityActs Cembcadoa dated September 27, 1998 (be'Pak Housing CettSrauov') requiting operadon of the Projeat m accordance wish apphable provisions of certain state and federal laws and regulations, and WHEREAS, as connectiorm with she Cramem-Gomzalez Gnat Agreement, Hospital executed an Agreement Re Complianrc with FedHOME Program Requnemmts dated Sepumber 27,1998 (be -FedHDMB Ageemms') requiring operation of the Fmjea in foosal ace wish the Cawrom-Goonla National Affordable Housing Act of 1990 zed the regulations promulgated rhereandm, and WHEREAS, An co mend n with be HUD Gant Ageem®S the Ht1D Grans SubaBoauw Agreement, the Lease, the FHLBB Subsidy Agteemmt amdshe Lransmn-Goozala Gant Agreement, the Gty, MSHA, MemR and Pen" executed a Consent and Forbearance Agreement dared Septernber 27, 1998 (Ne "Consent and Forbearaaw Ageemene) recorded on the Pmobacot County Registry of Deeds H Book 6826, Page ]t relating to the Weauou of be Project and rights and olaUgauoru of the pardes with respect thereto; and WHEREAS, Pmquis ores requ order be ones; and conditions of be CAmmn-Gcnzahz Gant Agreement to have conal of she hopco during be consuucuou pmod;and WHEREAS, Hospital ass ed be Lase to Penquu dunag the concoction permd pursuant to An Assignment of Lase from Hwp W to Penquu dated September r, 1998 and recorded in she Penobscot County Repery of Deeds in Book 6826, Page 45 (rhe "Hospital Lease Maigwmf) so As to allow Pmgws to meat the Project control requirement under the Cranston-Govvlez Grow Agreement, and WHEREAS, following the assignment of the Lease by Hospital to Peaquo, Penguis esecured a Prorwssory Note b favor ofMSHA dared Sepmnber 27,1998 in the amount of be Ceanaton-Gonzalez Granit (die "Penquis Note') seemed by a Leasehold Mortgage sad Seevuty Agreement coveting be Project that wan executed, Peaquu end the City sad recorded in she Penskcot County Reptor of Deeds m Book 6826, Page 51(the'Pemquis Mongage'); And - WHEREAS, folloviu,g the completion of coasmmcuon of be Projec5 Pmquu reassigned the Lease to Hospiul pursuant to m Aseigrmmmt oflae bond Pempuis to Hospital dated February B, 1999 And recorded An time Penobscot Cco my Registry ofIdemis w Book ]310, Page W (be'Teaquis Lase MAigmmme); and WHEREAS, in connection with a ten bed eapamsim of the Project by Hospital (the "Project Expanaion'), the City and Hospital amended the lease pursumtto an Ammdmamt to Indenture of lease datedjanuaq, 5, 2000 And a Secwd Amendment to Iadenmne of Lase dated December 13, 2090 (the'Lease Amendments'), refumce brag made to a Memwmdum of lease dated Daember 13, MM And recorded in she Penobscot County Registry of Deeds do Book ]56], Page 271 (the Pod Ann, as expanded by the Project Expamsmon, bang heranafier referred to as *a'Txpmded Project' and be Lease, as emended by be Lease Mvendmenq being he, eivabad refeQed m As the Amended Lase'); and a .wwroe�n w.w... caewm..m cnnmm .ear e�m,z vy. xena 02-391 WfIDREAS, in cormmma auth the Project Erpauusion, Hospital, Pursuant to a Commvmmt tette dated February, 8,nl%10, issued by ),SHA and accepred by Hospiol(the'MS Commiwenl), excamcda localpable Promissory Notes fivar of MM dated Decemher 13, 20M to the amount of 1106,712 (the "Hospial Note') seemed by a Le Behold Mongage and Sectary Agemamt covemg the Expanded Project tout sees eeecuted by Ho asci and the City and regarded m the Penobscot County Repay, of Deeds in Book 1567, Page 287 (the "Hospital Mor gsge'l, and WfiERIaM, in connection with the Project Expansion, Hospital aecuted a Declaration of Covenants C c vwna, and Rametiom dated Decembet 13,2M (twe "Project Expansion Declension") recorded to the Penobscot County Repay of Deeds in Book 7567, Page303 setting forth version use and affordabilityrequicemmn: and WHEREAS, in cnveewon wish the Project Expansim, Hospital executed an Acknowledgment and Waiver dared Decembm 13,20(m), with ropes; w the constmcdon of the Protect Exp itsiw and also executtd an Owuu's Ceavficawei dated December 13, MM, with renpeor to fair housing, nondiscrimination and accessiliiry laws; and WHEREAS, in connection wdth the Project Expansion, Metall provided a pant to Hospital in the account of 110,000 (the'Second FHLBB Gant'), talent Second FHLEB Gattis cadenced by an Affoedable Housing Program Agseanent for Rental Project by and among Hospital, Merrill and FHLBB dared December -9,1999 (the "Sand FFJJj Grant AgF iavrve '); and WHEREAS, in connection with the Project Eapmsion, MSHA, the City, HospiW, M®ll and Peaguis antral into an amended Constar and Forbmrmce Agreement puaumt to the sews and conclusions of an Am ndmmt to Consent and Forbeaance Agreement dared December 13, 20M and aecoeded in she Penobscot County Repury, ofDoeds in Book 7567, Page 215 (the "Forbearance Agreenent Amendment) (the Consent and Forbearance Agre®ent as amended by the Forbearance Appoint Amendment bang heranofta ref tiro as the "Amended Cma®t and Forbearance Ageaaent); and WHEREAS, Hospital is naridem ig the openmn of dine Expanded Project to Heilrbcwr%a monchery ofHospi al, aubjea to the tens and condemns set Earth in tds Agreement, including but not lmud]to Hospital's absolute and wcondiuonal point of the performance by Healthcaee of all the obligations bang transferred by Hospital; and WHEREAS, in commiction with she transfer of the opawma of the Expended Project from HaTinl w Healthcare, MBNA, rhe Gry and Merrill have agreed to release Petquis, in officers and directors, 6om ivy and AImbilisies and obligations of whatever notice twat may now exist or that may hereafter wise ndu the above-rafaenced documents and any other documents a coned m connection therewith (all of the abworefumved docwamn and my other documents exemred in connection tbaewish, whether turning m the Projector the Expanded Project. but not sdudsg this Agreunens, being hereinafter collectively refined to as the "Expanded Project IMmmmts'), of otherwise in conect»n with the project and the Expanded Project, subject to the assuwpdn by Hosond of ill of rhe liabilities and obligations of Pmquis under the Ecpavded ProjectDocuments. NOW, THEREFORE, in cnmendn of the foregoing, and such other good and valuable cneidmtin the receipt ofwhieo is busby acknowledged, the pada baeto some and agree as follows: ASSIGNMENT BY PENQMS TO HOSPPPAE 1. Peaquis hereby gives, grants, conveys, transfers and assigns to Hospital all of Penquu'eghn, mruun, covenents, agremenq associates, dudes, obligations and Isdaltues in and under each of the Wignxsm[ mmnaccol, a .,r: Com.v:apmnmr .\ugon'48n2 vwrxur OR -391 Expanded[ Project Documam to which Pmgm is a patty, each ofwhich is incorporated by refmence basin and rude a pan hereof ASSUMPPION BY HOSPFT LOF PENQUIS OBUT TIONS Hospital hereby consents to and accepts the foaagamI waigoment by Perups and assume each and every me of the rights, interests, covenants,m iroxams, renovating, duties, cb0gatims, and liabilities ofPers"s under the Expanded Prefect Documents towhicb Paquis is a parry and agrees to perform fully esch and all of the covenants, agreements, duties, and obligations ofPmquu Aemmder at Ae in the manner and in 0 other respects as provided in the Expended Project Documam. Morainal agree; Astir will be booed by earl, and a0 of the toms and pormemne of the Expanded Proje¢Doormats o which Paquis is a parry as though Ae sail FVmIfed Project Documents had ougaelly been emmul inn, rented and delivered by Hospital imtead of Paquis and that they sba0 constitute the legal, estid ard briding obligations of Hospital in accordance with the: terms. BEL E OF AND BY PENQUIS 3. 0.I e.e of PrngpjS_hy Ag ' In amidmtim of the aesumpmn of Penquu mvmmto agremenu, more and ob0gamns provided for m t s Agrmnat, the City does hereby fully and wuondiuonally:elease Perique and its officers and due¢ors horn my and sE habil ins and obligations of whatever nature which may now mst or much cosy hereafter more coda the HUD Gant Agremaat, the Hf IDGiant Subadloomon Agreement, the Amended Lewe she Amended Gainers and Forbaamce Agreement, and my other, docummm esemteds comectim AerewiA, or otherwise in wmertion with the Project and she Expanded Paojec4 under which Paquis may now have ow brooder incur lubi0ties or obligations to the City and agrees that, in the event it mfrs action to mfmce any ouch liabilities or obligations theravdq it will veva inatinte my action, son, claim or demand menot Pmgw, its officer, and diaetov relieve thereto. as foregoing Neve shall not include a release of Perique; for any fn0ure to potfom its obligations under this Agreement, and web raped to sock obligations, the City shall have ill oghm available under this Agreement, at law and an equity. 4. In considemma of the assumption ofPaquis' conversion, agreements, more and oblpaons prmmed for in this Agreernm5 Memo doss hereby fully and coneitmoly Verse, Pmquis and io officer and elirecion from my and ill habluies and obligations of whatever nature which may now evst or which may hereafter arae under the FHLBB Subsidy Agreement, Ae Amended Cor at and Forbearance Agrcwmt, dee Second FHLBB GtmtggeeemmR and any other dacummts executed in mnmetiort AotewA, or oAawise in connection uith the Project and Ae From red Project, under which Perows may now have or hereafter larva hammer or ob0gamns to Mm01 and agc¢s shat in she event it tabes actim to enforce my mcb liab0ities or obligations flueunder, it m01 neva instimrc my acmq suit, clout, or demat,d against Pmquv,A officers andmotion, relative thereto. the forrapoing release shall not include a Norse of Paquin for my fnilme to pain® its ob0grdma undo this Agreement, and viA respect to such obligadons,N '0 shall forte all nghes available under this Agreement, at 6m and in equity, 5.0•len=e nfPenoviTM1v .IrecrosW kaonoftheasu pdoaofPmquu'covmma, agreements, dome and obligatioru provided for in des Agre¢nenR TZM does hereby fully and conditionally release Paquin and its officers and dimcrors from my and Afir lime and obligations of whatever nature which may now Bust or which may hereafter state under the Camsmv-Goozalex Grant Agremmt, the Cranemn-C meal¢ Declentioq the Fan Housing Certification, the Amended Consent and Forbearance Agreavm4 the Pmquis Note, the Pmquis Mostgage, and my oAa doeumam executed no connection therewith, ar otherwise in comecton wA the Project and the Expanded Pmjec%robot which Pagois may now beer or hereek¢sou liabilities o: ob0gatims to MSHA and agrees then in the event it takes action to mforu any such limiAia or obligations sheeeoodu, it wID neva romme my actin, wit, eagnmt♦e ,n p<koo,(I1srmr.m Crowne 4Vorom^r oamr Y.Lux n s4a 14 02-391 claim a, dropped against Pmquis, its officaa said doornail respire thereto. no foregoing rdeese shell not include a release of Protective for my (ohne to Filipinas in obligations cadet this Agre®con and with aeepea to such obligations, MSHA shall have Z rose available under this at lam and so equity. 6.has of 0, Car Merrill ^CHA necessitarian arian of she releasesof Pmgvip gives by she City, Memll and MSHAan Senaem 3, a and 5, respectively, of tons Agiean®S Pe iquis does forestry fully and wcondioonally releau each of she C'ty, Merrill, and MSHA and their respective offices, s hearers and commissioned from any end all liabilities and obligations ofwharcvea retrace which may now alas or which my hereafter epee nada she Expanded Project Dommmu and my other doamnmts eaemad is contraction therewith, or oNmeiae in cowectim with she Project and she Expanded Project, under which the Gay, Metall or MHA may now have or hereafter ircu haddliva or obligndms or Pmquie, and Pmquis agrees that it will neva insumre my acdom, wmi session are demand against the Gry, Memo, or WHA os their replicates officers, directions and commveionca Native sherem. The foregoing reliance shelf not include a release of she Oct, Mall or MSHA for my Estate to pexfusm sheer respective obligations under this Agrearms. and arch respect to such obligations, Pmgris shall have ill rights avadable under this Agreemen4 at for and m equity. ASSIGN IsZTS AND TRANSFERS BY HOSPITAL TO HEALTHCARE J. Hospital hemby Wes, gmnn,conveys, mnsfxs and assipe to Heahhcare all of Hospice's ught;mteran, covmanq agreemms, warranvp, dupe, obligatims, and Ithfities in send order each of she Expanded Project Documents; to which hImpiW is s patty, each ofwluch is wcotpoated by refeamce haetin and inside a part hen of. Is addition, Hospital hereby gives, games, connote, uplifter and assigns to Healthcare 0 of the rights, oterata, covmplts, epwmm�, wamndp, duties, obligations, said hapless of Proquie asmmed by Hospital under Section 2 of this Agreement ASSUMPTION BY HEALTHCARE OF HOSPITAL OBLIGATIONS & Heseti„»hereby consents mond accepts the roasting assignments by Hospital and instance, sand, and crops, me of the rights, invariant covrann, appropriate,; dudes, obligations, and Iia mil of Hospital cads the P paraded Project Dommmts to which Hospital is aParry and frriher assessmess tech and every one of the vghq iaarasa, mvmmts, statements,a, dudes, obngauon said nabniciess ofPmgw mounted by Hospital pmanm suc Section 2 of this Agreaumtnand escaped by Hosp p] to Healthcare Pmsumt w Section] hazier, Healthcare agrees to perfom folly each end ell of said sermons, agmements, dupes, and obligasions at she core, or the mvma and shell other respects a provided in the Expanded of Documents. are D cereapeesdehic1h Hospital bound by®ch and ellerthe temsavd prospects of shot Docume is hack Docummes no which Hospital anted and d are patio as though she sod Expplded Project Documents bed no® all cones opposed into, exemred and delivered byre of Hereioareaa of Hospital and Pmquv and that they Shan constitute she legal, valid and binding obligamvs of Healthcare sh mcordance wish thea tams. 9. Healthcare shill indwmify and hold hamdess Hospital from my and all losses,claves, opposes, cmees of acuoo,costs, damages and obligations shat Hospital may suffer or incur, vsche img bot not timitedm my mown that Hospital may be obligated to repay pursuant to the scans and cram ifiws of the Expanded Project Documents, and any kgd fere and espmsp which Hospital tray crops, as a result of Heilshcare's firms to comply wish, or failure to manage and operate the Expanded Pmjece an accordance ,pais,&a names and cwAdons of the Expended Project Cammmts. Heilshare's obliptou to vsdamify and hold haaNps Hospital set forth herein shall envelope she expvation or remdvation ofthis Agreement GUARANTY BY HOSPITAL OF HEALTHCABB OBLIGATIONS nnnumpnm.wr«eev.�+mt,ywemuaic_ameenrc race o1 wxta 02-391 10. In comalemtim of the comment of 'the Hospital to Hmlthwre provided for m Seton ] of this Ageen mtwithatmdmg the resumption by Hedehaae ofHospwal'a m puwuznt be Semon 8 of this Agreema.t including but not limn acid wsnmptim of otbeawiae. Hospital haehy grammar absolutely and and performance when due, whether by accommuar or otherwise, of cath of the dot es and obligation ofHospid usumd by Healthcare vada Sawroa 8 haeot Agreements, duties and oWspbons pucnmt to Section 2 hereof, as my of them may In asnevded, modified, renewed m enacted fioco time to tame, and any and ell oNa obligations and u.n;rnes of Healthcare of wen load and dwmptim now setting m breaker xaang coda on relating to the FNAA dad Project Dowmnm including without limitation obhgdms to perform Ann m to refmw from rating action (au of the comments, amacraata, duties and obligatsrA so asanmed by)'ImIdaraee as my of them may he amended rnod5d, rmeewed or exmndd and my And ill of said other obligations and Nabi ties ofImminence bang baamfat collectively referd to As the "liabilities'). itis guammy shall remm m full force and effect as long As my of the Lmari is me outstanding and Hooped hereby weroev my right m in poor amunatim. 11. Hospital expressly waives notice of the mcurceng by fliahlcare at my aws of Any liabmatin; e of acceptance of this tmianty, presentment and demand for payment of the liabilinw; proo-er and norce ofpmtest, dishmot at redeem a Hospasl roto any orla party withher ana to the Hwpbil Note; any tight to require soft against Healthcare or any ocher parry before sentencing this gussany, or to have mcanty applied before enforcing this guaranty; arty and ell notice to which Hospital might othawase be marded; my demand for payment under this genravty except ser harmisfra provided; moue to d menoyslap and guennton defenses; and all diligence in collection or protection of or realisation upon my of the f.imilim. 12. Hospital hereby contents and agrees that renewers and eversions of time of payment Amanda, rebase, exchange, sunamemo, dealing Wath or taking of Additional cohmed secany, ming or release of other gaantiw, ebsansnsg firm takeng marmsfe of or ealivng upon any collateral matter or oda guaemtiw, and Any and ill other fraternities or mchahmn w printed to Heeltbcare or my other party by MSHA, Memh or the Cry may be made, granted and effead without notice m Hospital and without in any matin athecting Hospvafs liability humid=. 13. In the went that Heilthme shell had to pay or bitumen perfom ell or my pre of she ImNmw when due, whema by accelamm tic oth rmat auordwg to the ams of me P.xpanded project Doammem ter my other document or liabtity mining thaem, Flmpit4 ammedu el t upon the amain demand of MSHA, Memlt or the Qty, As Appropriate, shalt pay to the demanding parry the mount due and unpaid by Heilthcme An afforwzd, or shill perform said coversa4 agreement duty or obligation, ti Alt mass in like metamer a if such payment or pafomance cwaumtd the die and primary obligation of Hospital. MSM, Mandl or me Qty shall rot be required, prim to Any such dmmd on, or payment or performance by, Hwpitat to make Any demand upon m pusue or amuse my of than respective eighu be remedies against Handsome or others wish respwt to the payment ow performance of my of the ImNlitims, or to pursue w exhaust tiny of their respective oghs or nemeses with respect to my parr of rhe collanal we the Expanded F`amject Hospitil shill have no eight of subrogin whamower wish respent to the Liabilities or wWtaal so tong as ivy liabiktiw reasons emending, No notion to or demand on Hospitl ahall operate as mower of Any of the teems hereof or of the rights ofMSHA, M®11 or she Cary, As npptopame, m take anion without nonce or demand as provided ham. 14 Hospital agrees that if At my time all m my par of any payment mannerly applied by WHA, MemB or the Qty, An Appropriate, ro my of the fiabdims must be centered for my cannot warrant by court owner, admmasmawe order, or settlement, Hospital And meant Italie for the Fvll amount remind as ownwesc.a..0 qAm, Mas. Gmvv9. and cm..w bewoat .AaBa 36,win- Rya4Mto 02-391 if such amount bad novo been reserved by WEA, Menilp or the Guy notvmhstanding my expiration or uncuu do, ofduis Agreement car the separation, rmnivatioq cancellation or derharp of the odorant Expanded Project Docutnent or other document 15. Hospital hereby agrees w pay all costs and erymees incurred by WM, M....1 m rhe City, as appropriate, in enforcing this granary and is collecting or in attempting w collect any Liabilities from my party fable therefor, including whew[wwndm 0 atomeys:fees misted in cm icon beranth. 16. Ibis graomry rennins fully evfmcesbo irrespective of any defenses fair ffeau6care may allm with respect to my of the Liabilities, including but not limited to failure of conddeation, heath of wmrmty, payment stamen of bauda, statute of literature, scoad aM sawfictsm, and mass. 17. no release or compromise of ivy of the IdaUttes or the relase ofHealdo mor of any orlon pe amor shall not open, to revoke or impar this granary by Hospital, 1& Hospiml doormat aad ages with l.15HA that dump anvils dote az this psomb,a is effe Hospital will make no matectd adverse cbmp in Hoepiull fiemaal some, as reasonably deramined by NSFiA, without having that obtained rhe wuttm consent ofMSHA, which consent shop not be vmeasovably mifhhdd Hospital shall provide its finaatial snten,ents w MSHA no less often then quarterly wbJe this guaranty a is effect, WARRANTIES AND REPRESENTATIONS 19. Permit represents and wamnm this(i)it is a nonprofit uupondon duly organized, validly existing and in good standing oda the laws of Maine, (e) it has all of the rtyrom power, authority and legal night to nation, and driven this Agomem and enter into the taasactions and pedom its olshpuovz becomes; (w) incept to otherwise eepre ialy stated heaven, Peame has notpreroudy assigned in tight, interests, covenant, ap snots, romance, duties, obligalona or hebmas in and order any of the Expended Project Documents to my other persons or maty, and (iv) done is no outstanding defmd4 violation, or delinquency by pmquu under my of the Expanded Project Domments to whish Pesque, is a parry. pall Hospual represents and wamvts that nit it anonpsmit corporation duly deposited. wlidly earn," and or pod sPndwgorder, the kava of Maine,() it has A of tae capture poen, aurlodry and legl riga to execute and deliver this AjjP mmt and enter into the aansacuws and pafom in obligations coriander, (m) the ezemtim said delivery of the Apeemem and the performance of Hospital's obligeons haemeer do not and will not conflict with, result h the bench of or Patedmm a defmb under my indennne, mortgage, agewm4 sooner or odds. document orsentiment to which Hospital is apart or by which is it bound, violate my not, or motivate my judgment, dean or order of any <oust or gwemmmml authoury, (iv) dune are no leg] or pvavmmml anmns or Proceedings; pmdivg or threatened against or effecting in my manner the tabor of Hospital to residue and deliver this Age®ent or to perf its obhpims haewdec, (v) except as otherwise espraely stated herein, Hopiul use not previously assigned my of its ugbts,emitted, covenants, apmemn, waamti<e, dudes, obliptims m halJides in and under rhe Eapmded Project Documme to my other penin or m njd and () there is no ou our ding dekul4 mourn, or dempio cy by Hmpinl order my of the Epmded Project Documents to which Ha pimp is a patty ?t. Healthcare repaam and wmants that() it is a nmpinfit mquarvt'o^ dopy organized, validly eoating and w good sending under the lawn ofhisme, (n) it hes 0 of the requisite power, sutacrty and legal right to esemte and deliver the Apeanmt and enter into the tmnadona and pacifism to obligations hereunda;pw) the execution and delivery of this Agreement and d,e prf eofHeothcams obliptiom baemder do not and will not conflict with, result m the breach ofm distinctiona default under my wdmtuse, mortgage, apeemm4 concoct or other document or automatic to which Healthcare it a parry m Rry.,c t. cm....., spavin w de,znc Iasi tvna 02-391 or by which u it bound, isolate my now, or covrmvme anyjudgtmemt devee or order of any court Or govsmm and audoo cry; and (iv) there are no 1eg1 or govemmencd acvom or proceedings pending on dueamed aguost or affecting in my mama rhe ability of Healthcare to seems and Andover this Ameemmt or to pesfotn is obligatory hereunder CONTINUANCE OF OBLIGATIONS 22. N000domdivg anything m the country conoieed hsom or in my other document executed in connection he:ewi h by the parties favor, Hospitd nearby aclmowledges and amuse shat its obligation to indemnify and hold hannlas Fengws asses forchm Section 5 office Pmque, Lease A simimemt and reaffi xted by Hospital an Sectim 20 of the Amended Consent and Forlommuce Amusement shall remain in fail force and effect. 2S. Nodung contained no= shillimpair, or be deemed a waiver of or a limitation onto do respective rights of [ASHA, the QV and Memo to robot the provisions of the Expanded Project Documena against any parry thereto ostia than Penquis or against my other person or entity. Except as expressly pawided bureau with respect to the release ofPenques firm its obhgarms under the Expanded Project Drmo<mn, each of MSHA, Memo and &a Qty shall coria all of then respective tights, remedies and interests under the Expanded Project Docvmmt and mhernise. Nothhsg contained herein stall mean, or be armed a waiver or a limitation upon the asspative rights of she parties to do, Agreement to enforce the provisions of time Agreement again.+[ tha other parties hereto, inderi erg without Imitation Pmquis 2a. qTe forties hero aurse that all of too property subject to the low of &a Peaquis Mortgage and the Hospital Mortgage enormous to be subject to the lieu of the Pmquis Mortgage and the Hospital Mortgage without change, and nothing coma medion this Ameem®t or done pursuant hereto mall affect or be cottoned or affect the conveyance, her, werimV of doe or puoary of the Pengws Moagage or the Hospital Morgage or of my other security for the Penqu s None on she Hospital flore MISCELW NEOUS PROVISIONS 25. Each parry, execumg rhe, Agreement hereby conents m theaseigammq assumpmns, rebases, guarmsy and other tamacroms ser fotrh th or contemplated by this Agrement and further comma to the racordv g of this Ameenentm the Penobscot Convoy Registry of Dsds. 26. ]}tis Ageemaent shall be finding upon and more to the benefit of the suassom and assgns of the fans naso. 27. Respond and Hundome each hereby agrees to evecur my and a further mosoment requested by MSHA, the City of Memll in coda to effectuare this Ameemmt and accoma sf my of its mrmded purposes. 28. Any nonce relamg on my ,ay to this Amement shill be in writing and shall be sent by regstasl or rectified mail, rota receip"wested, addresad to tee paces at the addresses you set forth above and such nodes abdl be domed delivered when received Any party may, by such menus of soda, substance palms or addresses for notice. 29. All headmen us this Agreement are for convadence, of reference only and are of no independent legal nj oikot 30. Itis Agreement crenstruntess the entire understanding of the parrs wilt respect no the subject ser hereof and supersedes 9 poor agreements, motor or mal, loccea tar among the parties with respect to said subject cotta. a..em waam, euamnm. me Cevmr n�m..rc suaum ecu 1g soet< W-391 31. this Agreement may not be modified, waived or amuWed enicept so a wtidng sipped by the parties huem. No wtivv ofany breacbmmmhereof shall be effative vdess mademwdtingand sipped by the pang y sobsetbe right ir moose such abrmch or mm, and no su course of u Abet he delay or az si roam of o vuhsegwntbeeub of the same or a eenermt mm. No course went ingof delayer omission pr the panherrrygains in exerositganyright a ➢shall opuereazrwaivu thereof of otherwise be pre'rydioal d�etem. 32. This Agreement may be simW+vreously exesores in any norther ofcomterpari, each of whirA when so executed and delivered shall be m original, brit mob <ounmpans shall constitute but one and the same instmmmt. 33. Tlds Agreement shall be governed by and consimed aM enforced in aaoNance with the laws Neffect iv dte Snte of Mame. Ifanyrermtprovisiont, be A@hd cir or the applicationionadero any A�rrmgreer oroorAre[MCeashall, at any timeormanyomts. hesomsoc wmfor<eablome tmuinam of this AgrevnuAS or Are applimtd m b web tum ocprovision ll pubo si occinwnswrcu other iban those az mwhich mishis Agrcentisheldinvalidm wWOsuit shallnotrlesfkacea thereby, and each 2nn and provision of titu Agreement shall be vdid mid be enforced to the lulleet exwnt pemutred bylaw. IN WITNESS WHEREOF, the milerryped have caused this msurment to be executed by their respective dish, mthovaed representatives as of the dare first so forth above. =Fsis: STATE OF I.aA COUNTY OF PENOESCOT, ss. ACADIn HOSP1TAi.Co". August LL 2002 ✓�ro p3w4sum �dtaprwdQBwe1LuLL of Acada ryinl Cory, udNaamowleagea the foregoing mmrent ro be bis/her fuse act and deed m his/her said capaaty rnd Jse free as and deed of said Acadia Hosprtst Cott. Nancy R. Sanscwa .�yu.ao...., e,,.,.n.aNotaN pUM ,Maine MYminmleslme@ina FebrMV,2000 a.n of 14 WITNESS: SLATE OF MAINE COUNTY OF PENOBSCOT, ss. AC U HEALTHCARE, INC. gl Pmred _. _ Lwn w Madden Is Vice President of Administration Augustr-s .2002 PmmullyaPPea.edtheabo re-�med Llsnn MLINNan !IhA /rt9)de..*Af �Q1.,.y,}yyY of Acedia Fiealtllrue, ]nc, end a WOMedged the foregoing msmunaltm be Ris/hu fine as end deal m tis/Aecsvd capaaty and the free as mW dad of svd Aadia HeelrBcem, Inc. HeFott me, End o£page. The aert page is the eeemeon page kr the Gry ofBangor. Nancy R. Barrows N q Public, Mane myo o wwegkas Febluery22.2003 �n9'fe_.:wlan.xd..a,e�R..f rnmen,tm•.®..rc Poe loot 14 02-391 02-391 (WII1]nTINESISn'�— V STATE OF MAINE COUN OF PBNOBSCO'F, ss. By 7 `� i _ / I'//n/�K Aogost 20 2M Penaalty appeared the abovcnamed Edward A Barrett of the City of Bango., and acm edged dee foeegoing ms ^vomena m be bis/na See aaand deed in his/bee said ap * and the flee as and deed ofsaid GLy ofBangov. Before mS i TFRRi L COsQE✓ , Perot Name TE IL COBET NOTARY WBLI; MANE MYC^WMIBBIOX Rmms BECPAIBEfl}3 = End ofpage. The nett page is the aecudon page fa tlee Maier Sax Housing Anthonty. Pv�ma Job 6=3A...e cvwnrv..m Cm�w Ageemna n,,ga� m2 q Ila 14 02-391 WIiNE55 M ES'PAI'EHOUSINGAUiPIOIU'LY _l a Psivreld,Name�lO]YP I'll.Mnn Its: yy(y�L��11fOrJ�isY ST=OPMAINE COUNTY OF KEN IX, ss. OttobeeIl-,2002 Pxso9ally appeued the abovcnamed ///12Y�EG /V d.�.�� 11 lt.� tL darl,2, of m<Mame stew xm,aing Anmoaty. ane a<Imnwldged mac <gdngwaaua,<ntrob<w/nc eea att ane a�amlda/ba<saw <apadtyma m< hee att and deed of acid Maive srere Hm .� AaAoaity. H/e/f/o�tee m)e,� ISI h�IL(JAN tX0/.tTl� Ad I! Nomry PuNi< MJ. LEm-,IU, 4U Attomeyatl w My canmNs tY pyblk, Malre F.xfXrea Dupuy25, ppp Punt Name End ofPage. i eneat page u aw Mc tsw page Wl MemV Ma6mm Hank A� �Pui^^W°M10.ele'y GuvmR. ad fnvw Apsmm� wguo/fa 02-391 WITNESS: Ml RR MERCF4WSSBA BY i Pont Name: Y A= R I¢: VICE PRESIDENT g ATE OF Ma1NE SEPTEMBER 30,2002 COU -T OFPENOBSCOT,ss. X U_, M02 Personally d tM b e -named LttRar' cPnnrmv SENIOR VIC PRPSiIsm of Memll hlerhaats Bank, and aclmowledged the foregoing mrsournenr m be U/her free act and deed jnM/Iler said rapacity and fire free as and deed of said Merril Merchants Bahr. Banns sn, NoIII Atmm y at Law AK A l?APcM Print Nteame Mark AImpale Nwraq Public, Maine My Commission Expire e Oeri 312007 End of or Then t page is dK exxution page for Pmquis, CA P., Inc. ...tee.. we... c..,,.n.,m c....,.a�..,... �.. m»e r.t. 13 If 14 WITNESS: PENQWS"P., WC Pruned Name: Charles Newton In; Executive Director STATE CF MAINE PemonaUyaQpeueddm abovammd Charles Newton Executive Is d Peogws C.AP., 6t ax=anddmdof and Penua msm,hw. Wsdrfree aasvddeNwhic/kmsvdcapacuyrod rLefm as and dredo(said Pe,xFus CAP,In<. yry! Lori S. Davidson, Notary Public Pffi Name LOPJ S. DAIDSON Notary PuMc • Maine MyCanmimion Eqm Jum 6, 2666 aw <u,ron P,v.,..dw 02-391