HomeMy WebLinkAbout1996-08-12 96-345 ORDINANCEF&�t�a�c
ata na u Pc 1996 on Item NA96-345
t: fatliB pure ni, aa6 SrLeAJe i of the laws and Rtlinasi of rLe G1CY of i>a
bited at all T^m+%^ .• Sueet
Department:
Ca gor polite Department
:
ve increase padN in Nie am cite to the construction rm, trirg 8ve by created
Nlm. Care;
parking w WN sides off r Street rate trek psc$e of rss y Lg in
bu¢ aL c i x asiLlae
Oeyvrtrs nt 1141dJ
Manager's Comments: 7i„1Q-
ALtu4 GtC )
Caw fb-w k 0 11(t. 0k) not rerott� /�yUafrallAbl Ailldw e
al Am' 4 on 1/1F /
-�c (%a
d
Maugn
Associated --Information
/ ....lf
Budges Approval: ��'Y
i.. ve Dirc
Legal gppraval: Q
Introduced For
[E�Pmsage
lffFirst Reading Page _ of
❑Referral
96-345
Migned to Com:cilpr Popper August 12. 1996
1$ CITY OF BANGOR
(TITLE.) @rbhW rp Mm" amwar M, Art 6, 1 a me pee and ombrar•= of rle cxty
_...... ..............._...
Jk u or"n*f by I& GM Coeeetl of w City a(8aepel, m fa .-
fL+Pte< SII ss laud:Y and i dwo:f r additwn and de a of
tTc following:
wetian:
Ca,tec street comcti:g at rlc ut rill® of r erly , rhire of
poplar Street aid eterdi:g 57 feet in a Orly &rection
on tbe m ly sL of said srm¢ as &f- by sip¢.
fwte< Street Easterly mde fire dawsay a M Car¢ Street for a &stance
of 517 feet nor erly as HlitM by si®¢.
1:5.tti6'p
tater Street Ca®rirg at tl Mrtlerly anblina of (agiess Street vd
e¢eW to de Wstuty pabL.c of &wbey o: ole E surly
aid, of said street as d ff by sips.
IN CITY COUNCIL
August 12, 1996
First Reading
Referred to Community
and economic Development
Committee
CLERK
IN CITY COIINCxL
August 26,1996
Motion for Passage Failed
Vote: ] n l yes, l absent
Councilors voting no
Blanchette, Frankel, Lean,
Popper, Soucy, Tyler 6 Woodcock
Councilor voting yes: Sullivan
Councilor absenC Baldaccl
Qsi3vevco Pa Pas age
\ ITY\CLERKµ
96-365
ORDINANCE
( TITLEd Amending Chapter III, Art 6,
Schedule I of the Lava and ordinances
ftiA�:�.,,i�
96-345
NEW ORDWANCE COVERSREET
Location: center sr m
Proposal: no noid s . side a sinvee
Address: Phone No:
Problem: oarc:re m boM .;roe of t'eKe: srret m ..;= a� s... meat i a cm[[sc
Will [his proposal require a chane in an existing ordinance? Vm� No:_
Ryes, what changes must be made: nmmee ml aela;a o ,,marc 6 saeane
Neighborhood bapact
Date Received _Approved
Date sent to Chief Denied
Committee hearing Date _Further Study Requested
Proposed
No
Parking
96-365
August 21,1996
The following residents of Center St., in the area of the
proposed parking regulations change, oppose the changes. We
believe that those changes will result in saftey and convenience
problems.
Name Address
Date
August 21,19%
The following residents of Center St., in the area of the
proposed parking regulations change, oppose the changes. We
believe that those changes will result in saftey and convenience
problems.
Name (i, Addrress� Date
Go. 46-3Vg—
Keck -
yam.
JAMES and KAREN LINEHAN
336 CENTER STREET BANGOR, MAINE 04401 (207)942-3602
25 August 1996
Dear W. Popper
Last Wednesday's a" on the proposed parkingclwvgge on Center Sheet provided residents
a welcome opportunity to vome concerns about mmmg, traffic, padding and neighborbood safety.
Over Ne past eleven years I have observed with dummy the negative impact of speedy traffic
and hospimt parking. The space in front of my home, just a stone's throw from the Women's
Center, has hero Ne chosen site fa lovers' rendez-vows, employeesmoke/lunch breaks, school
bus idling, and even a garbage truck for one unforgedable afternoon. Needless to my, I am all for
smxler parting regulations in the mea efhcred by commercial parking associated with the
i�(Il4Fi�T
L PARMGON SIDE Paver traffic a postibdity that would require a traffic fight at some
n ersce im fiCenatr add Confines?); Oae side would have lass of
visibiMyrnucbofthetlme; Pmkingmustberegulatedand
enforced.
H. PA )NG ROTH SIDES Decreased visibility; haft congestion; each side of the street
earns a reprieve W odd/evev wine larking; Paddag mum he
regulamdandenfomzd.
III. NOPARRRJG17LEIERSIDEWR'HO M11)E PERhET
Employeesandcommercialtr ficworldune ldnglots;'traffic fightandpahming would
help with speeding problem; Increased visibility for bomwmwrs and oncoming vebicles;
less costly N enfaceover time.
With my saxave appreciation,
96-346
MIA -cam DRAFT
PURCHASE AND SALE AGREEMENT
PARTIE
The partia to this agreement arc M/A-COM, INC., a Mussechusetti corporation
("Seller"), and the CrrY OF BANGOR, MmlNE, a Maine body politic and wtporaa('Buyer").
RECITALS
I. Sella occupies certain read and perwml property commonly I mom as 448 Griffin
Rued, Bangor, Maine 04401, end more particularly described in Anna ^A" I etas (beranefter
refined to as the "Praiiea").
2. Shcaumaeaortenam,leuashegmmketthe Pre sa one Ne Buyaunder
thin certain Indenture ofLeue dated May 1, 1981, =it mum Nted Peno sant Regiany o£
Deeds inBook 3181, Page 273, as amended (hereinafter referred to u the" Lett^).
Seller and Buyer desire to connote such Gouts Lase puri hereto.
3. The cam ucedon of certain bugdmg fixture ad other improv, mean at the
Premier ms fnenced by industrial revenue bond finudngs by Buyer in 198 and 1985.
forecast thereto, Sellers predecessor acquired, u in personal pmparty, labs to the'Pmjectd' u
defined therein and financed thereby. Buyer declares to purchase ante, Wojedy Born Seller
pormmt hallo.
4. The 1981 financing has berm fully paid o6 A portion of the 1 rM Reasoning
rermiu unpaid. In conation therewith, Seller is successor obligor to Buyed under that carton
lime ismry Note dated November M, 1985, in the original principal enwum Of$1,300,000
(hereindta refined a a the"Note^). Alm in connection therewith Buyer ii obligor to Key
principal anwunt
5. Sellerep
1985
mtmam or tuya in the Premisee porsuen[ to an Indicators ofTmst dated Na}mtba 22, 1985
("hdcature).
6. Seller and Buyer desire that the Note and Bond be paid offthe Security
Agreement and Indeadmis be discharged purmrmto
t here.
7. Seller hes hm
cttd its interests in the Prmtiaes m Buyer sed F�Iur Corporation
("Eldur") on a day -today basis pursuant to that certain Litems Agreement dated July 22. 19%
1
j s
O£:bI 9YaL/A3/LO
96-346
("License"). Elder has occupied the site Wereurda. The term ofthe Li mnomatauty
temdnuea upon the Clueing a hhaeioce defined). Itaentidpaed thrt Hfpur'ma acupmxy will
continue Qoungunder (" has Bmf Huge. tIIP^"
8. N veicipation oflhia agramnl, Seller, Buyer, end Buyer's mnanal
wherennda they
,and
AGREEMENT
In ormuclentlon of the provusm, tears, and conditions contained
the parties hereto
agree as follows:
1. purchase and Sde. At Closing nes hersineuker Befit arall
am as otherwise
prodded barren, Sella dull sell to Buyer end Buys shall purchase Bam S
all of Sella's
right, We and interest in the forecast property baled at the Premaes,
but not
assanodly United to the buildingEstate , fire end other improvermn
es nm
the Projans.
(HaeNafter, eg such night, tale ad measure in such parents]property a ref
ed to as the
2. G and Later T 'naEenn At Closing the Ground Lease at
all automatically be
deemed temdnaled and neither Sella nor Buyer shill have any further rights
mr Obligations
thereunder, excepting solely that ren and taxes shall be prorated as of Cl
with Buyer
raimbur ing Seller for any paymen ofran or taxes for any period aker Clare
3, Coaideration. As consideration for the Property and for the
arcinatiom ofthe
Cmmmd Lease, Buyer shall pay to Sella the sum of Six Hundred Eighty -Sem
Thousand Five
4. Tennis ofPrvment. Hoyer shut paythe consideration to Setla}as follows:
4.1 Insecurely upon the execution hand, Boyer@Ml out 530,0(
check a dub Seller. Sella nay nmmingls such deposit with its general mad Ewa r
entitled to no human thernn
4.2 On or before ChemM Buyer@hal pay the an'ue �rreeerrm�mwWWry'�nng balance
563],500 to Sella or Sella's designated ager by wire uamferairtun data availableI
Nnds.
S. Closing. Provided that Sega end Buyer chances a waiver ofall prepayment notice
I provinces applicable to the Nam and Bong which they shell trde¢sorn do, the closing
transaction ("Closing's ¢lull occur on or before September 16, 1996, Abject to the terms
2
96-346
and wndidms hereof. V Sella or Buyer fails to obtain any such waver, they Closing shag ocayr
as some theraga m teuombly possible.
6.1 At Closing Seller shall pay off the Note said *achy a to the Band end
shall cb[uv and record dluhuges of the Security Agrumem and lndemuu. Boyer shell
wopuatefullywith Seilamwmmdontherewirh. Sella mayuae the conedi termites paid by
Bum h"undd for such pay-offs, to remove any other Gua and eraumbrrreearrt"a of which Sella is
obtigmed to Uan ter the Property fru hereunder, and to pay my odea obligdgoes which Seller
may have in connection with tho communication of this transaction.
6.2 At Closing Seg" shell trannfa title to the Property,peraoml property,
by delivery ofa bill of We in Buyer in sumamesiach
lly the form attached hereon Exldbis "A," gee
and clear of all Gene end encumbrances created by, through a undu Seller o its Predecessors (u
defined in Exhibit "A"), except u my be provided a Exhibit "A".
6.3 Promptly following execution hereaf, Buyer may, ati expanse, obtain
UCC studs or other title examination of the Property and shag flmish a cc ellrespoaelherson
to Seller, along with a copy ofahy and all Gena, encumbrances and other ma aofaccord shown
therein ("Exceptions"), Buyer shall have until August 30,19%, to vmify Said in writing of
Buyersdiuppmvalofanysuch Exeeptiomshmwnthereigbut Buya=yn diaapproa(a)dm
Security Agremoem or Indenture (the discharge of which is provided form ction 6.1),(b)the
Ground Lem (the tmmimton of which is provided fm in Sedan 2), (c) preprimed form
Deceptions contained in the Nardi report, (d) any exception eamahod in ExY' it "A" hereu, and
(e)arry emeptbn wteruted by thrwgh, or undo Severmits Predecessor ("definedin
Exhibit"A"hereto). FeilumofBWalodimpproveany Excepriombywch teseallbedeemed
mepptovalofag Exmptiominthereport(s). lfBuyerdisapproves anyE ton, Seller$bell
have UWClosing to anempt to eliminate the Exception. if Seller this to el' ' ate the Exception,
the provisions of Section 92 shag apply.
6.4 Buyer shall be entitled to possession aftha Property on the daze ofClomig;
provided,however, that Sdkr shall met be required to remove Eldur or ary Eldm's property.
3. Tex•• Coup add Precava • Taxed, aexsemenu, leas travel 1a utliteq and
operating expaii if sort, dug be prorated u of the due ofClming. Buyerlahall reimburse
Sella for airy warned fuel ofSed" remaining on Property at Closing. If Na of the taxa
is not kwwnuthe time of the delivery of the deed, they shall be epportiou on the bmis of the
taxes assessed for the preceding pale, with a reapportionment m soon m thre new tux are and
valuation can be maintained; and, ifthe taxes which use m be eppottioed ililyyBB therceft" be
reduced by abatement, the amount of such abatement, leu the reawmble coy4 ofobaining the
same, shall be apportioned human dm pedes, provided that miner perry Ibe obligated to
instate or prosecute proceedings for an Amemem unless herein otherwise Buyer SMI
pay any and all Wa, use and nim'la axe$ with raped to the purchuo of th Rapany. Buyer
and Seger shall ends pay or¢-half(1/2) of all closing fees. All other closing shall be
3
5£:eS 9665/90/80
96-366
prorated between B
property is lowered.
83 Buyer eclmoal
any statements or representation
9.2 SUBJECT TO SECTION 9.1, BAYER ACREES 0PURCHASE
THE PROPERTY AS I% WHERE IS, WITH ALL FAULTS ANDD CTS, LATENT
AND APPARENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PEELER MARES
NO COVENANT, WARRANTY OR REPRESENTATION OF ANY RVND, EXPRESS OR
IMPLIED, WITH RESPECT TO TILE PROPERTY (INCLUDING WITHOUT
LIMITATION,ANY COVENANT, WARRANTYORREPRESENTAONOF
CONDITION, QUANTITY, QUALITY, TITLE, MERCRANTABHII(,
HARITABHITY, ZONING, OR FITNESS FOR A PARTICULAR FU SE OR USE).
NO WARRANTY OR REPRESENTATION OF SELLER SHALL SUI VIVE CLOSING.
8.3 Seller warrents and represents to Buyer that Seller him renewed my
pending notice from any Environmental authority requiring work to be done t i the Prop",
except that Seller has received a notice to arrange an annual water "backllov'test, which Seller
willdo. Hsuch anofinls received by Sellvprwrto Closing and'd'Sellerel" rat toperfomn
suchworkdhsexpmse,than Sellershallnctify Buyeroft wrin. BuyerghJlthenheve Sere
(5)daysafter receipt of Sellers notice within which toehot by written noticans SNlarnotw
commentators this transection, in which event, Saxon 9.2 shell apply. Failure of Sayer so to deft
within such period shall be darned an approval by the Buyer of the Srequirement as
an Exception.
84 Seller, broken, and their respective agadq succeasorrI� and assigns, ere
released from ail responsibility and liability to Buyer, in agema, .succe}son or assigns
that any information of any type which Buyer has raved or may renivefr Miss, bmkaq or
their respective agents is famished on the express condition that Buyer shill t uJoean independent
verification of the accurary of man information, ell such information beingabed without any
warranty or representation wbnoever. Buyer agrees that Buyer will rpt anmnpt to avert any
liability against Sella, brokers, or their r apertive agents, successors, or uss for fiunishing
such information. Buyer agrees to indemnify and defend Seller, students, and fheu respective
&Santa, successors, and anigu, and each of that against, and hold them bear�deu from, any and
all claims and emotions of liability by any person (including costs and "pews) arising out of or
related to the condition, valuation, orurihtyofthe Property or the Modeling of iNormetiao by
Seiler, brokers, or their agmte.
95 Rihereismylos&mdamgewthe Pmpertyb&woes lghedambereofand
Closing by reason of firs vrnddivra flood, earthquake, sat of God, or other gwaity, the risk of
9
96-146
loss shell be on Salla, except that
out of the activities of Buyer, ad,
repaving mach MY
to
Price, Seller may elect to cancel d
in wdtingt(pay the cost rumor
ten percent (10%) or da Pries or
Purchase such lass or damps suds
purdum Price, (b than Seller shall es
wndiation[ awry BUW egad
restoration less avy amounts reser
MENUMMrtdT16MM—M
r.t Una"me mapemion Agreement Buyer Fra and Au*m 15, t996, to
conduct cenainimpadow (frits Pr(pary. BuW shdl notify Seller bwdtrpg on or before such
data ifguM, in its sole and abaohre discrdio4 desires to camel this Agcan�oyg�et for erry
matdally adwreecondition disdosed by suds kapeeiws. 1fBuyer gives� '
Tnotice, Sadler and
haw umil Closing to attempt to cure the cundidor. IfSder fella to cure da condition, the
Provisiow OfSterling 92 end apply. The Mm of Buyer to deliver such w nen notice by mch
date shill be demand an approval of the Property
9.2 In the event any comingamy to Closing has not been mounted, sounded,
of waived witldn the rime ilmits aid purmam to the provisions ofthis ASrew am, than(a)this
Agreement AO Wo articallY be demand canceled o=pt as expressly prov) d herein; ad (b)
Seiler Ad promptly carbon the deposit to Buyer, without interact and less to c-hdf(In) athe
fees for any cloeivg cons already occurred! (Seller in each evert being reepro. ble fon the other M1dl
of such dosing coam) and ken any other me= fon which Buyer 4 allganQIhereunder
10. Buver's Default.Ifby reason ofany default ofBuW thv o-er�acrior is nm
consummated as providd herein, then Seller (a) As be released fr(mthe o ggd(n to ad the
Property to Buyer ad in terminate the Ground l ead may retie Buyd deposit as tiquidatd
dampen or(b)cosy proceed egdrt Buysway claim upon claimor ramdy which tller may haws
law or in equity. Anything to the contrary herein wmirimmndmg ifthis an dos not
clone because Buyer defaults, Nen Buyer shd pay all dosing ova el ready' mod, If Seller
does not elect to retain Buyer deposit, them cove shail bedductd m; othanem%Buyer
Nd go do liable fon the were ,
Il. femrnbut r ace. VARETY,imerpreerio4 performance, round3, and ill other
issues remingto this Agrecmm eshall be governed by the arbaamiw hews( Ne State ofMam
(miter than Maims choice of haws rules).
12. Waiver. Buyer hereby waives any, mvemp orgmermnmW �mnaolty from suit
or like defense that it may have with mpem m soy claim that may was andel or in correction
with this Agreement Buyer does tot hereby waive any other defense that 4 have to any such
cwm.
J
� 7
GLOI 456L90iB0
96-306
13. 'A" Cost If 411Y lags Proceeding is brought for the color �9mmnnam oftlda
Agreement or ban&= of an alleged dispute, breach, default or miareeprereeentaz'ion m wr t:x11oa
whh Say 0(1110 Provision ofthis Agreement roe aaesdul orprev" �.P'.'•77LL,''.. aM1eh be enured to
recover from the losing parry reasonable attorneys' fem and other Cooed Mat mthm action or
proceeding and or arty apPellme Proceedings relating thereto, in addition,.other other relie'to
which each parry may be entitled.
arm
14, Notices. Any notice required or pemritted by the term oftAgreement da be
rt if (a) in writing, and (b) delivered Personally or deposed In the l3.. cenified and with
Ifto Sell", than w
President
M/A-COM Inc.
1011 Pawtucket Blvd., MIS PB- 41
P.O. Box 3295
Lam%MA 01853-3295
Phone: 508442-5317
Fax: 508-442-5355
with a copy to
Assistant Game] Counsel
WA -COM Inc.
1011 Pawtucket Blvd., M/S P13-213
P.O. Box 3295
Lowell, MA 01853-3295
Phase 5084424353
Fss: 5084424380
And if to Buyer, than to.
Fxik Smmpfal
City So ichor
CityofBmgar
73 Hadow St,
Bengal W 04401
Phone: 207-454420 ext. 304
Fu: 207-945449.
Any such notice shall be deemed conclusively received by the addressee on third business day
z1erpodng,ifineiled. Anypanymeychangethraddmsstowhlch=6rAsjnaybesentwitby
giving wsnen notice to each of the other persons in the mortar prodded in IW Section.
N
15. Recording Neither party dual record this Agreement witho%
crosw ofthe other party.
16. oermin�_. This Agreement shall be binding ape
benefit of the heirs, legal reprem eadvea ancestors, and pertained asides
Buyer shall not assign any interest in this Ageemee without the prim writ:
17. Entire Agreement, This Agreenmt commerce the afire, do
agreement betwan the parties hereto relevant to the subject menet hers( i
replaces all written and oral agnameme relevee to the subject mesa Como:
e:osting by and between the parties or Chair reprsseatativ and than shall
hereto unless it is in a writing eigiud by the parties. Nownthamnding the fon
Ageeomnt and License survive the archon ad delivery, of this Agewen
applicable, Closing and any cancellation or other temdeafion of this Agrees
license granted under the License monastically wrmimdng on Closing, asp
18, Surviwl The proviuom of Satiom 7, 8.1, 8.4 and 8.5 shell
any cawalhaon or other termination of this Agreement.
19. TimeofEssenee. Timis oftheessaeofthis Agreement.
20. Comm=,a-. Sellerand Buyawamntandrepreeenttoem
no broken enfided to a commission in connection with this transaction othe
Commercial Real Estate, a Mune corporation. Seller shall be responsible fir
commissions to such broker puravt to Sena's separate agreement therewi
21. 5imen' Representation Airy pawn signing on behalf ofaI
represents to the other party Cha he hes Hill power and authority to now do
behalf of the party which he represents and to hind such patty to all of its ob
DATED effective .19
SELLER: BUYER:
MIA -COM, INC. CITYOF BANGOR,h
By: By:
President Cite Mamaer
uaa�asmoo
9646
prior write
dub rate re the
powder berem.
gem of $eller.
I complete
supersedes and
ofore made cr
nodi6cation
h the Inspection
to the now
se term of the
A therein).
ve Closing or
or that there an
Epstein
ant of all
varmnrs end
xmat on
na hereunder.
7
9
rff:eT 9665/90/W
Exhibit "q" 96 -346 --
BO L OF SALE
POR VALUE RECIEIVED, bVACOM, Inc, a
norporafim,
41nc., a
Seller's right, fide end interest in the persona property lowed u the emisea(ae� .•
hereinafter deed), including but not uwaady limited to the buildings 6a end other
bond finv sings by Buyer in 1981 and 1985 far the benefit of Ad,
such right, fitle and lntercst in inch personal property being hehei
..Property'):
TO HAVE AND TO HOLD the Property unto Buyer, its
successors end assigns forever.
As used herein, the tarso Rremises" refers to that tartar rW aarrrra� persona
Property Cement* known as 448 Griffin Road. Banger, NDS 04901, mare paeicuhrly
described in Am" -N' hereto, of which the Property is a put.
Seller covenant with Buyer and its lege represeemtives, nexong braand saigna
(a)thes the Property is free from al lino mW erscumbrences tressed by, a0ugh, or under
Seller or its Predecessors, Except as pmvided below, ad (b) WU Sellerllwarrant end
forever defend the No" m the Saler, its legs representatives. succe ams end s aigru
forever, a lunst the lawful cause and demends of al powers claiming by trough or
under Seller or its Predecessors, Except as provided below.
pp The Property is sold, assigned. vensfemd and conveyed SUBIE:T TO the
Wlowng:
(a) Any end all rightritlAorJames, t6ercinwownDoys,orIN
reprasenmfivea.successors, or mages may haw (near than genu end i Predecesors
s
end their legs representatives, sucwaoro aM assigns); end
(b) Pcemsion end occupancy of the Property by Elder to reach, aMaine
corporation C"Eldut7, other Nan pursues to that weans Licenee Agreeyens deed July
22, 1996, by and among Sellar, an ficeason end Buyer end Elden, as licupae.
SELLER TRANSFERS AND BUYERACCEPTS THPERTYASIS,
WHERE IS, AND WrrH ALL FAULTS AND DEFECTS, LA AND
APPARENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN,8 LLER MARE;
NO COVENANT, WARRANTY OR REPRESENTATION OP ANY KIND,
96-346
EXPRESS OR ft"LBZB, WITH RESPECT TO THE PROPER (INCLMING
OF SELLER SHALL SURVNE
Buyer acknowledges that it has had an adequate opportmery to pact the
Property. T
Buyer hereby waiver any sovereign or governm enj ficeemity Bpm mit or Lite
defense that it may have with respect to any dam that nay vine under t in connection
Milt this BO of Sale. Buyer does trot hereby waive ury other defines tlyt it may have to
any such claim.
interest being transferred hereby be W,
Buyer's real and personal property right,
Validity. interpretation, performaime, remedies, and all other ism ralving to Nie
Bill Of Us shell be governed by the substantive leen of Slate ofM' (other than
MairaS choice of Ism mks).
EXECUTED av an Imminent under seal as of 1 ,1996.
CORPORATE
SEAL
ACCEPPEO BY BUYER:
MY OF BANGOR, MAINE
By
City Manager
aN�ly1(
SELLER:
WA -COM, INC.
2
ANNEX "A"
A Parcel of land located at Bangor International Asart,
further described, as fall we. tngethef 11th the building,
imPra emmca thereon:
A certain lot or parcel of land situated in
Penobscot,State of Maine, bounded and described
Beginning at an iron End at.the intessec
side of Griffin Road and southwest aide of NA
South 351 46' ale Nest by and along said Grif
sixty-nine and eighty-two am hundredths 1669
nails thence North 541 13' 161 Nest by and al,
that Air National Guard two hundred twenty-Gigl
(228.3) feet to a grant to monument thence No
by and along the boundary Of the Air National
forty-six and forty-one one hundredths (346.4.
in a leaded drill holes thence North 361 291
the boundary of the Air National Guard three I
three one hundredths (365.03) feet to an iron
Side of said MAINElac Avenue) thence South 62'
along said MAINEim Avenue four hundred Sixty
one hundredths (469.45) feet to the point of I
fees. The above described parcel of land contains
96-366'
.Maine. and
and other
County of
f the northwest
Avenues thence
ad six hundred
set to a P.N.
a boundary of
three tenthe
12' 490 Neat
three hundred
t to a P.N. nail
It by and along
d sixty-five and
n the southwest
401 East by and
and forty-eight
Square
/021
4YO�V)
'f9
TOLE
N 397 099.91
E 416 933,92
I
96-346. p
>'
562 4C \\\
69fefoe NGF
ft"A4IN
PYVEMENT
M
1"=1 loo'
ANNEX A
Exhibit IT'90-346
�.IIPCOu INC
l PEG0 EXPRESSNO.91"96679
WACOM FROPRBLSAIY At PR1VAi
My Ig, 19%
A dA. Few6mX
56 BwReW Bm6
Bang", ME "401
Phone: 20-947-310
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VIA FEDERAL EXPRESS NO. 9164966090
WA -COM PROPRIETARY At PRIVATE
Arnold A. Fessende, Jr.
56 Bourelie Road
Bangor, 61E 01401
Phow 207.947.3184
Re: 448 Griffin Road, Bangor, ME
M/A-COM/Gty of Bangor
Additional Envirommand Reports
Dear Mn Fessenden:
Puremat to§2.l of the lnapcaion&Nen.Diwlomre dated as of July
16,1996, among M/A-COM;Inc, the City dfBangor, andYou,anclo ple findthe
fogowingaM60denviroe reportsontheaboveptapany:
1. LetterReport on Field Sampling Activities dated August,_, 1996, by Roy F.
Weston, Inc.; and
2. Lata Report on tVaa Sampling dated March 26, 1992, by 13 Water
District.
All of them documents are WA -COM PROPPIETARY• PRIVATE end ase
SUI to the swn.6xlosore and limited uM abGgederm of one above Inaction & Non-
DisclosureAgremeet.
We we hopeful that bwd on the above and my JWy 18 tubmiai9It, you wig not
find it neceaary to do my dditionel sampfing. i
Very truly yours
Russell 1.
auamuBumim fxn.mc
MCIcc new Smese,
ce ual m.
Bt an fa av�
[ds sutwm Ivo uvl
16
e6c33
.. MIIA CAM, INC
IOn PAWiuCNEr MIJEWflD
_ F0.00%3295
LGWELL. MA ma533Se5
an PMP [tmpeny$v (I 4425000 FAX (I 442 a80
VIAFEDI BKPRBSB N0. 9164966182
August9, 1996
Billie S P&I
city solicitor
CityofBmgor
73 Hairline St.
Bangor, ME 04401
Phom: 207-9454420 ext 304
Fax 207-945-0449
1te: 448 Griffin Road, Bangor, ME
WA-COANCayofBmgor
Purchase & Sabe Agreement ("P&S') and Bill of Salo
Signature Originals
As vre discusmd on l e phme today, enclosed please find two (2) originals of fie Proposed
P&Sbdwcen WACOMer CitydBmgor,assignedbyWA-COM. Ttis¢idemiW to
yesterday's drag, except ghat (a) t have removed the rerision marks so that this is a clew ropy Anti
(b), fun the Moots page of Exhibit "B;' I lave substituted a copy, of da letter As signedaM sent
yesterday to Mr. Fessenden (m change in wording).
As we discussed, please submit flus agreement, wiN your rxmmumdation for approval, to
dm Bangor CityCouncil at its meeting m Monday, evening, August l2. Elie P&S is apprevec,
pha ve Bangor's City Mma&rsivybo gmis. Keep om fully sigr�d original ofthe P&S
for your files and return the other to me at your wrliest convenience, along with a certified copy of
the Council's resolutions on this and the other aggeemmers. Fax not a copy of the signature page of
the P&S an soon as it is III
Also encloses arc two (2) originals oftbe Bill of Sale as a separate document. Obviously,
these have not for been III by WA -COM, Ifthe Council approves the P& , also please have
the City Manager sigsbdh ofthe migwels, as will. However, mdikethe P&S, return both to me,
so that l can haw them signal by M/A-COM for dosing. On Ant dare the Bill of Sale.
]tanks.
Veq^ yours,
ph V.G?B :Alas
Assistmt Gemml Counsel
somsmxm�mwPev.00c f P
AE "-p
A5 .fi�16+7JiFD
PURCHASE AND SALE AGREEMENT
PARTIES
The parties to this agreement are WA -COM, INC., a Massachusetts corporation
('Seller"), and the CITY OF BANGOR MAINE, a Mame body public and corporate ("Buyer").
RECITALS
1. Seller occupies certain real and personal property commonly known as 448 Grit1-
Race, Bangor, Maine 04401, aM more particularly described in Armed "A" hereto (hereinafter
referred to as the "Pranlses").
2. Seller, as successor tenon, leases the ground at the Premises from the Buyer under
that certain Indenture of Lease dated May 1, 1981, and recorded in the Penobscot Registry of
Deeds in Book 3181, Page 273, as amended (hereinafter referred to as the "Ground Lease"),
Seller and Buyer desire to terminate such Ground Lease pursuant hereto
3. The construction of certain budding, fixture and other improvements at the
Premises was financed by industrial revenue bond Mardi by Buyer in 1981 and 1985.
Pursuant thereto, Seller's predecessor acquired, as its personal property, title to the "Projects" as
defined therein and financed thereby. Buyer defies to purchase such Projects from Seller
pursuant nano.
4. The 1981 financing has been fully paid off A portion ofthe 1985 financing
remains unpaid. In connection therewith, Seller is successor obligor to Buyer under that certain
Promissory Note dated November 22, )985, in the original principal amount of $1,300,000
(hereinafter referred to as the"Note"). Also in comautdon therewith, Buyer is obligor to Key
Bank of Maine ('Rey Bahr"), as successor obligee, under that certain Revenue Obligation
Security dated November 22, 1985 (1985 Adams -Russell Co., Inc. Construction Project) in the
original principal amount of $1,300,000 (hereinafter referred to as the'SoM").
5. Seller's predecessor secured the Note by granting a sonority interest in the 1985
Project to Buyer pursuant to a Security Agreement dazed November 22, 1985 ("Security,
Agreement"). Buyer secured the Bond by giving a security interest to Key Baak in various
interests of Buyer in the Premises pursuant to an Indenture of Trust dazed November 22, 1985
('Tvdentae').
6. Seller and Buyer desire that the Note and Bond be paid off and the Security
Agreement and Indenture be discharged pursuant hereto.
Z Sella has licensed its interests in the Premises to Buyer and Eldur Corporation
("Eldue') on a day-to-day basis pursuant to that certain License Agreement dated July 22, 1996
("License'). Eldurlimoccupiedtheshethereunder. Thetermofthe Licerueautomatically
terminates upon the Closing (as hereinafter defined). It is anticipated that Eldur's company will
continue after Closing under a lease from Buyer.
8. In anticipation of this agreement. Seller, Buyer, and Buyer's em'umemand
consultant, Arnold A pommeled, Jr., have entered into that certain Inspection & Non -Disclosure
Agreement dated July 16, 1996 ("Inspection Agreement"), whereunder Buyer and its consultant
have certain rights to inspect the Premises until August 15, 1996, whereunder they have been
furnished with the environmental reports listed in the letters attached hereto as Eeiubit "B", and
whereunder they have various non -disclosure and other obligations.
AGREEMENT
In consideration of the promises, terms, arta conditions contained herein, the parties hereto
agree as follows:
I. Hrtchase and Sale. At Closing (as hereinafter defined) and except as otherwise
provided herein, Seller shall sell to Buyer and Buyer shall purchase from Seller all of Seller's
right, title and interest in the personal property located at the Fromm including but not _
necessarily Gnuted to the building, fixture and other improvements comprising the Projects.
(Hereinafter, all such right, title and interest in such personal property is referred to as the
"Property.")
2. Il,_y_d Lease T _. At Closing the Ground Lease shall automatically be
deemed terminated and neither Sella nor Buyer shell have any lurcher rights or obligations
thereunder, excepting solely that rent and taxes shall be prorated as of Closing, with Buyer
reimbursing Sella for any payment of rent or taxes for any period after Closing.
3. Consideration As consideration for the Property and for the lamination ofthe
Ground Lease, Buyer shag pay to Seller the sum of Six Hundred Eighty -Seven Thousand Five
Hundred U.S. Dollars (U 5.5689,500.00) (the "Price").
4. Terms ofPavme .. Buy" shall pay the consideration to Seller as fbi
4.1 Immediately upon the execution hereof, Buyer shall deposit $30,000 by
checkvrith Seller. Seller may commingle such deposit with its general funds, and Buyer sV, be
entitled to no interest thereon.
4.2 On or before Closing Buyer shall pay the entire remaining balance of
$657,500 to Sell" or Sellas designated agent by wire transfer in immediately available U.S.
funds, minus any amount due w Buyer and Eidur from Seller as a refund under the License.
Buyer shall indemnify and defend Sell", and its agents, successors and assigns, and hold them
ha mhos from, any end all claims by Eldur or any other person w any part of such refund.
5. Closerm Provided that Sella and Buyer obtain a waiver of all prepayment notice
Of timing provisions applicable to the Nate and Bond, which they shall endeavor to do, the closing
of this transaction ("Closing") shall occur on or before September 16, 1996, subject to the te=.
and conditions hereof If Seller or Buyer fails to obtain any such waiver, then Closing shall occur
as soon thereafter as reasonably possblt
6. Ttle B'llofca�.gPo°°e`
6.I AtClosing, Sadler shall pay off the Note arta thereby also the Bond and
shall obtain and record discharges of the Security Agrcemmt and Indenture. Buyer shall
cooperate fully with Seller in comm andon therewith. Seger may use the consideretion paid by
Buyer hereunder for such pay-offs, to remove any other Gens and encumbrances of which Seller is
obligated to transfer the Property &ere hereunder, and to pay any other obligations which Seller
may have in connection with the consummation of this transaction.
6.2 At Closing, Seller shall transfer the to the Property, as personal property,
by delivery of bill of sale to Buyer in substantially the form attached hereto as Exhibit "A," fiee
and clear of all Gens and encumbrances created by, through or under Seter or its Predecessors (as
defined in Exhibit "A"), except as may be provided in Exhibit "A".
6.3 Promptly following execution hercof, Buyer may, at its expense, obuin a
UCC search or other title examination of the Property and shall furnish a copy of all reports
thereon to Seller, along with a copy of any and ell Gens, encumbramces used other runners of
record drown therein ("Exceptions"). Buyer shall have until August 30, 1996, to notify Saar in
writing of Buyers disapproval of wry and Exceptions shown therein, but Buyer may not
disapprove (a) the Security Agrcemend or Indenture (the discharge of which is provided for in
Section 6.1), (b) the Ground Lease (the termination of which is provided for in Section 2), (c) any
preprinted form exceptions contained in the search report, (d) any exception contained in Exhibit
"A' herow, and (e) any exception not created by, through, or under Seller or its Predecessors (as
defined in Exhibit "A"hereto). Failure of Buyer to disapprove any Exceptions by such data well
be deemed m approval mull Exceptions in the report(s). If Buyer disapproves wry Exception,
Sever shall have until Closing to attempt to eliminate the Exception. If Seller fails to eliminate the
Exception, the provisions of Section 9.2 shall apply.
64 Buyer shall beeritledl to possession of the Property on the date of Closing;
provided, however, that Seller shall not be required to remove Eldur or wry ofPldur's property.
T TMM Cogs anProms' ,. Tates, assessmemR lease payments, utilities, and
Operating expenses, ifally shall be prorated as of the daze of Closing. Buyer shall reimburse
Seller for any armed fuel of Seller remaining on Property at Closing. Ifthe arrumm ofthe taxes
is not known at the time of the delivery ofthe deed, they shall be apportioned on the basis ofthe
taxes assessed for the preceding period, with a reapportionment as mon as the new tax rte and
valuation can be ascertained; end, if me muss which we w be apportioned shall thereafter be
reduced by abatement, the amount of such abatement, leu the reasonable cost of obtaining the
same, shall be apportioned between the parties, provided that neither party well be obligated to
institute or prosecute proceedings for an abatement unless herein otherwise agreed. Buyer shall
Pay any and all sales, use and s ailar taxes with respect to the purchase ofthe Property. The
Parties do not believe that this transaction is subject to the real property transfer tsr imposed by
Title 36 MRS §4641-A; however, flit is, then Seller shat) be responsible for payment of StilePs
share thereof and Buyer shag be responsible for payment of Buyer's share thereof. Buyerand
Seller shalleach pay one-half (1/2) of all closing fees. All other dosing costs shall be prorated
between Buyer and Seller in accordance with the local Carmen in the county where the property is
located.
8. Comf'tt'on ofProvem
8.1 Buyer acknowledges that Buyer is not purchasing the Property in reliance
upon my statements or representations by Sella, brokers, or my other Person a to the condition
of the Property other than as sm forth in this Agreement.
82 SUBJECT TO SECTION 9.1, BUYER AGREES TO PURCHASE
THE PROPERTY AS ES, WHERE M, WITH ALL FAULTS AND DEFECTS, LATENT
AND APPARENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER hL1R6S
NO COVENANT, WARRANTY OR REPRESENTATION OF ANY RIND, EXPRESS OR
IMPLIED, WITH RESPECT TO THE PROPERTY (INCLUDING WpTROUT
LIMITATION, ANY COVENANT, WARRANTY OR REPRESENTATION OF
CONDMON, QUANTITY, QUALITY, TITLE, MERCHANTABILITY,
HABITAB=, ZON G, OR FFTNESS FOR A PARTICULAR PURPOSE OR USE).
NO WARRANTY OR REPRESENTATION OF SELLER SHALL SURVIVE CLOSING.
8.3 Seller warrants arta represents to Buyer that Seller has not received any
pending notice from any governmental authority requiring work to be done on the Property,
except that Seller has received a notice to arrange an annual water "backflow" tar, which Seller
will do. Hsuch a notice is received by Seller prior to Closing and if Seller elects not to perform
such work at its expense, then Seiler shall notify Buyer ofthe notice. Buyer shall than have five
(5) days afla receipt of Sellers notice withinwhich to elect by written notice to Seller not to
consummate this transaction, in which event, Section 9.2 shall apply. Failure ofBuyer so to elect
within such period shall be deemed an approval by the Buyer oftbe governmental requirement as
an Exception.
84 Seller, brokers, and their respective agents, successors, and assigns, are
hereby released Gom all rapowbiEty and liability to Boya, its ager b; suaasors or assigns
regarding the condition (including the presence ofanbegos or enviromm mal hsaads or
huennOus substances or materials), valuation. and utility of the Property. Buyer acknowledges
that arty uBormation ofary type which Buyer has received or my receive from Seller, brckaa, or
their respective agents is furnished on the express condition that Buyer shall make an independent
veri6caim of the mcurary of such ird'onnetion, all such information being famished without my
warranty or represu mion whatsoever. Buyer agrees that Buyer will Out attempt to assert any
liability agai ut Seller, brokers, or them respective agents, successors, or assigns for fishing
such information. Buyer agrees to indenudfy and defend Sella, brokers, and than respective
agents, successors, and assigns, and each of them against and hold them bamdese from, my and
all claims and assertions of liability by my person (including cogs and expenses) arising out of or
related to the condition, valuation, or utility of the Property or the furnishing of information by
Seller, brokers, or their agents.
8.5 Bthere is any loss or damage to the Property between the date heranfand
Closing by reason of fine. vandalism, flood, earthquake, art of God, or other casualty, the risk of
loss shall be on Seger, except But the risk of loss a Wavy loss or damage caused by or arising
out of the activities ofBuyes, Pldur, or thew respective agents shag be on Buyer. Ifthe cost of
re paidngsuchlossordamagewkchiset Selletsriskwouldexceedtanpacant(]0 o)ofthe
Price, Seller may elect to cancel Lids Agreement and Section 9.2 shag apply, unless Buyer agrees
in writing to pay the cost Of repairing such loss or damage to the extant such cost would exceed
ten percent (10%) of the Price or to waive such repair. If Seger does not an elect, or the cost of
repairing such loss or damage which is at Sellers risk would be ten percent (10%) or less of the
purchase price, than Seger shall either (a) restore the Property prior to Closing to its former
condition or (h) give Buyer a credit on the purchase price equal to the reasonable CUrt of such
restoration less any amounts reasonably expanded by Seller for any partial restoration.
9. Continence s.
9.1 Under We Inspection Agreement, Buyer has unN August ,, 1996, to
conduct certain inspections of the Property. Buyer shag notify Sega in writing on or before each
-
damifBuyer, in its sole and absolute discretion, desires to cancel this Agreement for any
materially adverse condition disclosed by such inspections. IfBuya gives such notice, Sega shag
have until Closing to attempt to are the condition. If Sega fats to cure the condition, the
provisions of Section 92 shall apply, ne failure of Buyer to deliver such written mice by such
date shag be deemed an approval of the Property.
9.2 In the event any contingency to Closing has not been cured, eliminated, or
smisfied within the time gmiu and pursuant to the provisions of this Agreement or has not been
waived by Buyer in its discretion, than (a) this Agreement shag automatically be deemed canceled
except as expressly Provided herein; and (b) Sega shag promptly return the deposit to Buyer,
without interest and less one-half (1/2) of the fees for any closing costs already incurred (Seger in
such event being responsible for the other half of such closing costs) and less any other amount
for which Buyer is obligated hereunder
10. Buvers Defiant If by reason of my default of Buyer this transaction is not
consummated as provided herein, then Sega (a) shall be released from the obligation to seg the
Property to Buyer and to terminate the Ground Lease and may, retain Buyers deposit as liquidated
damages or (b) may proceed against Buyer upon ary claim or remedy which Seller may have at
law or in equity. Anything to the contrary herein notwithstanding if this transaction does not
close because Buyer defaults, than Buyer shag pay all closing costs already incurred. If Seller
does not elect Lo main Buyers deposit, these torts shall be deducted therefrom; otherwise, Buyer
shall remain gable for the costs.
11. Governing Lew. Validity, interpretation, performance, remedies, and all other
issues relating to this Agreement shag be governed by the substantive laws of the State of Maine
(other than Maine's choice of laws rules).
12. Waiver. Buyer hereby waives any sovereign or governmental immunity from suit
or like defense that it may have with respect to any claim that may arse under or in connection
with this Agreement Buyer does not hereby waive any other defense that it may have to any such
claim.
13. 1egg]Cost F. Wary legal proceeding is brought for the enforcement of Us
Agreement or because of an alleged dispute, breach, defwlt or misrepresentation in correction
with say of the provisions of Us Agreement, the successful or prevailing party shall be emitted to
recover from the losing party restorable attorneys' fees and other costs incurred in that action or
proceeding and in any appellate proceedings relating thereto, in addition to any other relief to
which such party may be entitled.
14. Notices. Any notice required or pertwned by the terms of this Agreement shall be
sufficient if (a) in writing and (b) delivered personally or deposited in the U.S. coshed mail with
postage fully prepaid, return receipt requested, or sent by telegram with charges My prepaid or
sent by facsimWe machin% and (c) delivered or addressed s follows:
If to Seller, thea to
President
M/A-COM, Inc.
1011 Pawtucket Blvd., M/S PB -C-01
P.O. Box 3295
I.oweA MA 01853-3295
Phom: 508-442-5317
Fax: 508-042-5355
with a copy to:
Assistant General Counsel
WA -COM, Inc.
1011 Pawtucket Blvd., M/S PB -213
P.O. Box 3295
L WA MA 01853-3295
Phom: 5084424253
Fax 508-0424380
And if to Buyer, than to:
Erik Stampfel
City Solicitor
CityofBangor
73 Harlow St.
Bangor, ME 04M1
Phone: 207-9454420 ext 304
Fax 207-945-4449.
My such notice shag be deemed conclusively received by tite addressee on the t1krd business day
afterposting,ifmailed. MypartymaychmgetheaddresstowWchnotimsmaybeswtoitby
giving written notice to each of the other persons in the manner provided in this Section.
15. Recording Neither party shall record this Agreement without the prior wrimm
consent of the other party Upon closing, Buyer and Seger shag ecwmre and deliver to Buyerfor
recording a Memorandum ofLesse Termination reflecting temurution of the Ground Lease in
accordance with Section 2 of this Agreement.
16. Permitted Successors. This Agreement shall be binding upon and shall inure to the
benefit of the heirs, legal representatives, successorsand permitted assigns of the parties hereto.
Buyer shag net assign any interest in this Agreement whhout the prior written counter of Seger.
17. Entire Arveemmt. This Agreement constitutes the entire, final, and complete
agreement between the parties hereto relevant to the subject matter hereoZ and it supersede and
replaces all written and oral agreements relevant to the subject matter hereof heretofore made or
existing by and between the parties or their representatives, and there shag be no modification
hereto ones; it is in a writing signed by the parries . Notwithstanding the foregoing, the inspection
Agreement and License survive the ecewtion and delivery of this Agrewnent and, to the extent
applicable, Closing and any cancellation or other termination of this Agreenswt (the term of the
license granted under the License automatically temunating on Closing, as provided therein).
18. S=vat. The provisions of Sections 7, S. 1, 8.4 and 8.5 shall survive Closing or
any cmmellation or other termination of this Agreemmt.
.19. 71ce offissmce. Subject to the provisions of Section 5 of this Agreement
regarding extension of the closing date, rhos is of the essence of this Agreemeec
20. Commissions. Seger and Buyerwamont and reprmmt to each other that there are
no brokers entitled to a concussion in connection with this transaction other than Epstein
Commercial Real Estate, a Maine corporation. Seller shag be responsible for payment of all
commissions to such broker pursuant to Seller's separate agreement therewith.
2L Simers'ReoresmtzCons. My person signing on behalfofa party warrents and
represents to the other party that he has fug power and authority to enter this Agreement on
behalf of the party which he represents and to bind such parry to all of its obligations hereunder.
DATEDeffectiw AvcusT 12 1916:
SELLER: BUYER:
M/A-COM, INC. .!1 q�� 0 CITY OF BANGOP, MAINE
By: l aCa✓OL (Y l'JG[rsb r By:
president City Manager
ua<msaewo-vasewam.px
Exhibit W'
BILL OF SALE
FOR VALUE RECEIVED, M/A-COM, Inc., a Massachusetts corporation
("Send'), successor iv irdcrest to Adam ssell Co., Inc., a Massachusetts corporation,
_ Adams -Russell Electronic Co., Inc., a Delaware corporation, Adams -Russell, Inc., a
Massachusetts corporadod, and MIA -COM Adama-Russell, Inc., a Masuclmsetts
corporation (collectively "Predecessors"), does hereby sell, assign, transfer, and convey m
the CM OF BANGOR MAINE, a Maine body politic and corporate ('Buys'), all of
Seller's right, title and intend in the parsmul property located m the Premises (as
hereinafter defined), including but not necessarily limited to the building, furore and other
improvements comprising the "Projects" (u defined in and financed by indusoial memo
bond financings by Buyer in 1981 and 1985 for the benefit ofAdams-Russell Co., inc.) (all
such fight title and interest in such personal property being here'uWler referred to as the
'Property');
TO HAVE AND TO HOLD the Property unto Buyer, its legal representatives,
successors and assigns forever.
As used ben:4 else term "Prentiss' refers to that certain real and personal
Prop" commonly known as 448 Griffin Road, Bangor, ME 04401, more particularly
described in Armor "A" hemp, of which the Property a a part.
Seger covenants with Buyer and its legal representatives successors and maps
(a) that the Property is fee from all liens and encumbrances created by, through, or under
Seller or its Predecessors, except as provided below, and (b) that Seller will warrant and
forever defend the Property to the Sella, its legal represevWives, successors and assigns
forever, against the lawful claims and demands of all persons claiming by, through or
under Seller or its Predecessors, except as provided below.
The Property is sold, assigned, transferred and conveyed SU13MCT TO the
following:
(a) Any and all fight, fide, or interest therein which Buyer or its
representatives, mccessors, or assigns may have (other than Sella and Us Predecessors
and their legal representatives, successors add usigns); and
(b) Possession and occupancy of the Property by Eldur Corporation, a Maine
corporation CEldus"), other than pursuant to that certain License Agreement datedJuly
4 1996, by and among Seger, as licensor, and Buyer and Elden, at licensee.
SELLER TRANSFERS AND BUYER ACCEPTS THE PROPERTY AS IS,
WHERE IS, AND WFFH ALL FAULTS AND DEFECTS, LATENT AND
APPARENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES
NO COVENANT, WARRANTY OR REPRESENTATION OF ANY KIND,
EXPRESS OR ]MPLIED, WITH RESPECT TO THE PROPERTY (INCLUDING
WITHOUT LUNITATION, ANY COVENANT, WARRANTY OR
REPRESENTAnON OF CONDITION, QUANTIFY, QUALITY, T1TLE,
MERCHANTABILITY, HABTTABHM, TONING, OR FITNESS FOR A
PARTICULAR PURPOSE OR USE). NO WARRANTY OR REPRESENTATION
OF SELLER SHALL SURVM DELIVERY OF TRIS BILL OF SALE.
Buyer acknuwiedges that it has had an adequate opportunity to inspat the
Property.
Buyer hereby waives soy sovereign or governmental immunity from suit or like
defense that it may have with respect to any Claim than my arise under or in connection
with this Bill of Sale. Buyer does not hereby waive any other dafeme that it may have to
any such claim.
Buyer =epts this Bill of Sale intending that the personal property right title, and
interest being transferred hereby be and, upon Buyer's acceptance hereof, is merged with
Buyer's real and personal property right, title, and interest in the Premises.
Validity, interpretation performance, remedies, and ell other issues relating to this
Bill of Sale shall be governed by the substantive laws of the State of Maine (other than
Maine's choice of laws roles).
EXECUTID as an instrument under seal as of 1996:
SELLER:
M/A-COM, INC.
CORPORATE
SEAL
ACCEPTED BY BUYER-
CITY
UYER
CITY OF BANGOR MAINE
By
City Manager
gsxseuworsma Itoc
ANNE% "An
A parcel of land located at Bangor International Airport, Bangor, Maine, and
further described, as follows, together with the building, fixture and other
improvements thereon:
A certain lot or parcel of land Situated in Bangor, County of
Penobscot, State of Maine, bounded and described as follows:
Beginning at an iron rod at the intersection of the northwest
side of Griffin Road and southwest Side of MAINEiac Avenue; thence
South 35' 46' 44' West by and along said Griffin Road Six hundred
sixty-nine and eighty-two one hundredths (669.82) feet to a P.K.
nail; thence North 54. 13' 16' West by and along the boundary of
the lir National Guard two hundred twenty-eight and three tenths
(228.3) feet to a granite monument; thence North 11' 12' 49' West
by and along the boundary of the Air National Guard three hundred
forty-six and forty-one one hundredths (346.411 feet to a P.K. nail
in a leaded drill hole; thence North 38' 28' 58' East by and along
the boundary of the Air National Guard three hundred sixty-five and
three one hundredths (365.03) feet to an iron rod in the southwest
side of Said MAINEiac Avenue; thence South 62' 39. 40' East by and
along said MAINEiac Avenue four hundred sixty-nine and forty-eight
one hundredths (469.48) feet to the point of beginning.
feet. The above described parcel of land contains 272,341 square
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Exhibit "8" by Com u4C
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vtAFEDERALEKPR0S5 N0. 9164966015
M/A{CM PROI TARY&PRNA24
July 1& 19%
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Phos: 20-947-1184
Re: 448 GrOl Rona, Bappral lk
WA{ NVCi rOfBaull
Emuwmcvml Reports
Dar Mt. F4aeoEm:
Pwvmtm§2.1 athe Ivglaca pad Non-Dislwure AgramevtA-tm as of IWy 16,19%, areal WA.
COM hat, Ne City dBaagor, Opal y epatlam4 plass find the fiAlcoag<vvbovmevvl tepmts m the Wl
PrOrm ly:
L Closure Rgort dwo Navember 10,1993. by W Urd& CSurW togUer with Ohl itters Rod
artifimta dal bom Sepmmba 27 Wmugb0. der 5,1991;
2. Evvvovmepml AEsam=of"Profen PaY'dead Apri121. 1995, by 10E Kais> faarpts Nabbing
mq<m Ra0ial omy);
2. Lcaw Rgen dote[Dwzmber 21, 1995, by Roy F. Wesoa me; No
4. Asbe9os Surtl datW Fdnuary 21,19%, by Rttva EmimlwtvW Carp. and aEammem eIDmate dvtM
MazU 11,19%.
W addition, ahbvugh path requiaM by J2.1. 1 do=loo a apy dDEP Ida hall ftm Squadappr -
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Aa you haw. WAL M will W doiv8 wme soil sparal m the ear Pam, and l will f Ux ish ru with
a twpy a the tePors 00 that pull whm availOble.
All ofthae davmewa m WA{OM PROPAIBTARY & PRSYATK and m spal m the paov-
disAORmand limite ate obtigalom o(the abpave Impa:lov & Nm-Dbclmue Ape®mL
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VIA FEDERAL EXPRESS NO. 9164966090
_
WA -COM PROPRIETARY & PRIVATE
August 8, 19%
Arnold A. Fe wnden, Jr.
56 Boutelle Road
Bangor, ME 04401
Phone: 207-947-3184
Re: 448 Orin Road, Bangor, ME
M/A-COM/CityofBangor
Additional Environmental Reports
Dear Mr. Fessendem
Pursuant to §2.1 of the Inspection & Non -Disclosure Agreement dated a9 of2uly
I6, 1996, among M/A-COM. Ina., the City of Bangor, and you, enclosed please find the
following additional environmental reports on the above property:
1. Liner Report on Field Sampling Activities dated Augua 8, 19%, by Roy F.
Weston, Inc.; and
2. Liner Report on Building Water Sampling dazed March 26, 1992, by Bangor
Water District, together with May 27, 1992 sampling resultan.
All of these documents are WA -COM PROPRIETARY & PRIVATE and are
subject to the von -disclosure and limited use obligations of the above Inspection at Non -
Disclosure Agreement.
We are hopeful that, based on the above and my July 18 submission, you will not
Sued it necessary to do my additional sampling.
V tmty youar�sq�
Trembl lay
Director of Corporate Regulato
Property', and Materials Pro
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