HomeMy WebLinkAbout2001-07-23 01-298 ORDERCOUMCIL
Item NO.
Date: July 23, 2001
Item/Subject: Approving Option to Purchase— Northeast Cardiology Assac aces (Maine
Business Enterprise Park - Lots 0 and 5)
Responsible Department: Community and Economic Devebpment
This Order would authorize the sale of W 4 and 5 In the Maine Business Enterprise Park m Northeast
Cardiology Associates. Nmtheast Cardiology Associates initially proposes development of a two story,
22,000 square foot, high quality medical services builcurg which will allow the wrchologists to consolidate
their current practice which has just under100 employees and physicians. The building can be expanded
to 40,000 square feet in the future to accommodate their growing practice.
partment tl
Manager's Comments:
Associated Information:
Budget Approval:
Finance Director
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Introduced for
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Referral
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Aa pg toikmncilor gelyucci July 23, 2001
CITY OF BANGOR
(TME.)Order, Approving Option to Purchase— Northeast Cardiology A9sociates
(Maine Business Enterprise Park - Lots 4 and 5)
ayM ab Comalwore oty wbangm:
0R0ER60, THAT the City Manager is hereby authorized m execute an Option to Purchase
with Northeast Cardiology Associates, P.A. for the sale and development of Lots 4 and 5 In the
Maine Business Enterpdee Park, under terms substandally as wntained in the attached Option
to Purmase, and in a final form approved by the City Solicitors office.
IP CIPY COOMCIL
July R3, 2001
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Passed ]t/y��^�
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01-298
ORDER
Tio%Approving Option to purchase -
mrtheaac Cardiology U"Cietec ( aim
Baeiness enterprise Park - Lots 6 amol 5)
AsdVM nm
Ownclar
OPTION TO PURCHASE
THIS AGREEMENT, executed this2 4ay of July 2001, by and
behveen:
CITY OF BANGOR, a municipal corporation duly
organized and existing under and by virtue of the laws
of the State of Maine, and having its principal offices
at 73 Harlow Street, Bangor, Maine (hereinafter
sometimes referred to as "Optionor")
LtJs
NORTHEAST CARDIOLOGY ASSOCIATES, P.A., a
corporation, duly organized and existing under and
the laws of the State of Maine, and having a place of
business at 700 Mt. Hope Ave., Bangor, ME
(hereinafter sometimes referred to as "Optionee")
WITNESSETH'
1. GRANT OF OPTION - In consideration of a fee of FIFTEEN
THOUSAND SIX HUNDRED ($15,600.00) dollars, to be paid from the Optionee
to the Optionor, Opfonor grants to Optionee the option to purchase Lots 4 & 5 in
Maine Business Enterprise Park, a parcel of 246,469 sq. ft. more or less,
described Exhibit "A" attached hereto, subject to the terms and conditions
contained herein.
2. OPTION PERIOD - This Option shall be in force for 120 days from the
date of execution. Unless exercised by the Optionee prior to said date, this
Option shall expire at 5:00 PM on the 120th day. Upon expiration of this Option,
Optionee shall forfeit tc the Optionor all sums paid in accordance with Paragraph
#1 of this agreement The Optionee may terminate this Option within 60 days
from the date of execution by written notice to Optionor delivered personally or
mailed to Optionor. This 60 day period shall be extended for an additional 30
days in the event the Option Conditions set forth in Paragraphs 3(C) and 3(D)
below are not met within the 60 day period. If the Option is terminated within the
60 day period or any extensions thereof, the Optionor shall refund all sums paid
by the Optionee in accordance with'Paagraph #1 of this agreement, and neither
party shall thereafter have any further obligations or liabi@ies under this
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3. QPTION CONDITIONS- Priorto the exercise of the Option:
A. Opti will conduct a Due Diligence analysis, including
review of title, investigation of environmental conditions, soil
conditions, utility resources, storm water resources and
review of proposed quitclaim deed.
B. Optionor shall assist Optionee with its Due Diligence
analysis to the maximum extent permitted by law, upon the
execution of this Option, Optionor shall provide Optionee
with copies of any deeds, environmental or other reports,
and any other materials in its possession which relate to the
above-described Lots 4 and S.
C. Optionee shall have obtained a Site Plan Approval from the
Planning Board of the City of Bangor and approval for the
Project from the Design Review Committee of the Maine
Business Enterprise Park for the construction of a 40,000 sq.
ft., first class medical building with parking for 240 cars.
D. Optionor shall make all reasonable good faith efforts to
modify the Declarations of Covenants. Conditions and
Restrictions of the Maine Business Enterprise Park by
adding the following to Article V Paragraph 5.2 Prohibited
Uses:
t) Auto Repair Shop
2) Warehouse
3) Gasoline Service Station
4. OPTION TERMS -Upon exercise of this Option by the Optionee,
Optionee shall be entitled to purchase the described Premises, and shall be
entitled to delivery of a written Real Estate Purchase and Sale Agreement
executed by the Optionor confirming the terms of the sale. Said option fee
described in Paragraph #1 will be applied to the purchase price of land subject to
this Option.
5. PURCHASE AND SALE AGREEMENT TERMS - A Purchase and
Sale Agreement executed by the Optionorwill Include, but not be limited to, the
following terms and conditions:
A. The purchase price for land subject to this Option shall be
THREE HUNDRED ELEVEN THOUSAND EIGHT
HUNDRED AND FIFTY DOLLARS ($371,850).
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The Optionee shall use the land for the construction of a building of
at least 26,000 sq. ft. with a footprint of approximately
13.000 sq. fl- for use as a medical office for the Optionee.
The first phase of the development of the land subject to this Option
as described in the Site Plan approved by the Planning
Board of the City of Bangor must commence wdhin six (6)
months from the date of purchase and be completed within
two (2) years of the date of purchase.
Failure 0 develop the land subject to this Option within the
prescribed time will result, at the option of the Optionor, in
the conveyance being revoked and the Optionor enforcing
legal and equitable remedies as set forth in the quitclaim
deed.
E. The Optionor shall extend the paved Corporate Drive
roadway to the southerly boundary of Lot B within one (1)
year of the execution of the deed.
6. OPTIONEE'S RIGHT TO ASSIGNOR TRANSFER - Optionee shall
have the right to assignor transfer the Optioned's rights, obligations and interest
in this Option to any corporation, partnership, limited liability company or trust
that is controlled by or wholly owned by the shareholders of Optionee, and upon
such assignment or transfer, the assignee or transferee shall succeed to all of
Optionee's rights and obligations hereunder and Optionor shall be bound to said
assignee or transferee to the same extent as k was bound to Optionor. Provided
that such assignee or transferee assumes all of the obligations and
responsibilities of Optionor hereunder, Optionor shall be and hereby is entirely
freed and relieved of any further obligation or responsibility under this Option.
Z EXERCISE OF OPTION- Optionee may exercise this option on or
before the 720th day, by written notice to Optionor delivered personally or mailed
to Optionor within the time above limited, and within sixty (60) days thereafter the
Optionor shall deliver to the Optionee a good and marketable title in fee simple to
the said property, free and clear of all taxes and encumbrances, and shall convey
the same by municipal quitclaim deed.
8. PLACE OF PERFORMANCE -All notices and deliveries hereunder
shall be delivered to the following named Individuals, their successors or assigns,
at the following addresses:
For the Optionor.
Edward A. Barreft, City Manager
City of Bangor
73 Harlow St.
Bangor, Maine 04401
For the Optionee:
Robert M. Hoffmann, M.O.
Northeast Cardiology Associates, P.A.
One Evergreen Woods
700 Mt. Hope Ave.
Bangor, ME. 04401
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals the day and year written above.
WITNESS
STATE OF MAINE
PENOBSCOTss.
CITY OF BANGOR
Edward A. Barred,City Manager
July, 2001
Then personally appeared the above-named Edward A. Barrell and
acknowledged the foregoing instrument to be his free act and deed in his said
capacity, and the free act and dead of said body corporate.
Before me, zz
Notary Public?Alto ey at Law
Printed Name: NORMAN S. HE"ANN, III
PYBLK, MAINE
NY WNNISSION EY.PIRES JANUARY 31, set
Northeast Cardiology Associates,
P.A.
fl4'G.G" .r By: 94.G— ✓>vl//
f�obed M. Ho a�f ii nn, M.p,
Its President
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STATE OF MAINE
PENOBSCOT. as. July, 2001
Then personally appeared the above-named Robert M. Hoffmann,
President of Northeast Cardiology Associates, P.A., and acimcwtedged the
foregoing instrument to be his free ad and deed in his said capacity and the free
act and deed of said corporation.
Before me,�'*-c`✓�,f4
Notary Public/Attorney at Lar�yy,,
Prinletl Name: �/�///P 6.FFdPCD
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BANAIRCORPORATION THE
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FFoomign Wad[ Zw SB
August 14, 2001 aim
Robert M. Hoffmann, M.D.
Northeast Cardiology Associates, P.A.
One Evergreen Woods
700 Mount Hope Ave.
Bangor, Maine 04401
Dear Dr. Hoffmann:
In response to the option agreement for Lots 4 & 5 in the Maine Business
Enterprise Park, as the Executive Manager of the BeMir Corporation, property
marketing and management agent for the City of Bangor, I grant permission for
you, your employees and agents to enter upon Lots 4 & 5 in the Maine Business
Enterprise Park to investigate environmental conditions, sail conditions, utility
resources and storm water resources under the following conditions:
1. Northeast Cardiology Associates, P.A. and its officers, employees and
agents will not make any changes or improvements on Lots 4 & 5 without
prior written permission of the City, of Bangor.
2. Northeast Cardiology Associates, P.A. and its directors, shareholders,
officers, and agents shall defend, indemnify, and hold the City of Bangor,
and its officers, employees and agents completely harmless from and
against any and all liabilities, losses, suits, claims, judgments, fines or
demands arising by reason of injury or death of any person or damage to
any property, including all reasonable costs for investigatton and defense
thereof (including but not limtted to attorneys' fees, court casts, and expert
witness fees), of any nature whatsoever arising out of, or incident to this
Agreement and/or the use or occupancy of Lots 4 & 5 in the Maine
Business Enterprise Park, or no conduct, or the ads or omissions of
Northeast Cardiology Associates, P.A. and its officers, agents, employees,
contractors, subcontractors, licensees, or invitees, unless such injury,
death, or damage is caused by the negligence of the City of Bangor or its
officers, employees or agents. _ -
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9ANCAR MANE 0.4401
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mm 945 17 FAX
3. Northeast Cardiology Associates, P.A. and its officers, employees and
agents hereby agree that they shall thoroughly inspect Lots 4 & 5 for any
hazards or defects prior to making use thereof under this Agreement. It is
understood that this Agreement is granted for use of Lots 4 & 5 "as is",
and that City of Bangor makes no warranty or representation of any kind
regarding the safety or condition of Lots 4 & 5. Use of the City of Bangoes
Lots 4 & 5 by Northeast Cardiology Associates, P.A. and its officers,
employees and agents shall be at the sole and exclusive risk of Northeast
Cardiology Associates, P.A. and its officers, directors and agents.
4. This Agreement will terminate on the expiration of the Option To
Purchase between the City of Bangor and Northeast Cardiology
Associates, PA. dated July 26, 2001 or the closing of the sale of Lots 4 &
5 in the Maine Business Enterprise Park to Northeast Cardiology
Associates, P.A., whichever event occurs earlier.
If you accept the terms and conditions of this agreement please sign and
return a copy. I look forward to hearing from you.
Northeast Cardiology Associates,
PA.
Date: v L- l
Obert M. Ho/R — maMD,n,
its President
n^nn BanAir Corporation
Date: �tW
Stephe A. Boltluc, Execn ge
PC: Paul R. Brown
Marshall Maglothin
012290