HomeMy WebLinkAbout1996-08-12 96-348 RESOLVECOUNCIL ACTION
Item No. 96-748;
Date August 12, 1996
Item/Subject: Resolve, Ratifying Execution of Agreements with
M/A-COM, Inc. and Eldur Corporation
Responsible Departmui: Legal
For a number of months, the City of Bangor has been involved in
negotiations to acquire a building owned by M/A-COM, Inc. located
at 448 Griffin Road, on land leased from the City of Bangor at
BIA. Following acquisition, it is contemplated that the building
will be leased by the City to eldur Corporation for manufacturing
purposes.
During the past several weeks, to facilitate final negotiations,
three agreements were executed with M/A-COM, Inc. and 81dur
Corporation by the City Manager and acting City Manager. The first
agreement, dated July 16, 1996, grants the City right of entry
onto the. premises for the purposeof conducting environmental tests
of the building. This agreement also protects the confidentiality
of proprietary information provided to the City by M/A-COM, Inc.
with respect to the property. The second agreement, dated July 22,
(cont'd on next page)
Department Head VU
Manager's Comments
City �G
City Manager
Associated Information: Resolve, Inspection 6 Non -Disclosure
Agreement, License Agreement, and Agreement
Finance rece@ toz
City Scitoi
IntroQ¢ced For
Passage
First Reading
_ Referral Page _I_ of 15
96-348-,
1996, grants the City and flour Corporation a license to occupy the
building pending acquisition, for the purpose of .setting up and
testing Eldur's manufacturing equipment. This agreement was signed
in advance of formal City Councilaction to facilitate an equipment
delivery originally scheduled to occur on Monday, July 22nd, at
6:00 a.m.
The third agreement, dated July 23, 1996, is between the City of
Bangor and Eldur Corporation, and allocates responsibilities for
licensee's performance under the July 19th agreement between the
City, flour Corporation, and M/A-COM, Inc.
The attached Council Resolve will formally ratify execution of the
three agreements described above. By 'separate actions appearing an
the Council's August 12th agenda, the City Council will be asked to
approve the purchase and sale agreement and funding necessary to
conclude this project.
Assigned to Councilor Popper 96-368
August 12, 1996
CITY OF BANGOR
(TITLE) P0011fe,_ Ratifying Execution of Agreements with
............. ............ ______. _._.
M/A-COM, Inc. and E1dur, Corporation.
By the My CmAR of dw City of Bender:
IMOLMD, _.
the actions of the City Manager and acting City
Manager, respectively, in executing and delivering the agreements
listed below, are hereby ratified and confirmed:
(1) Inspection d Nondisclosure Agreement dated
July 16, 1996 between M/A-COM, Inc., the
City of Bangor, and Arnold A. Feseenden, Jr.
(2) License Agreement dated July 22, 1996 between
M/A-COM, Inc., the City of Bangor and Elder
Corporation.
(3) Agreement dated July 23, 1996 between the
City of Bangor and Eldur Corporation.
Copies of the agreements as executecl are attached to this Resolve
and are incorporated herein by reference.
96-369
IN CITY COUNCIL
August 12, 1996 R E S O L V E
Passed
Ratifying Execution of agreements with
CITY OM. Inc. and Eldur Corporation
96348
INSPEMON & NON-DrSO,OSIME AGREEMENT
THIS AGREIS JENNT is made as of 166 day of July, 1996, among WA -COM, INC. ('SELLER"), a l lassacbusevs
m.p9atioq LTIY OF BANGOR (" PROSPECITVE BAYER'), a Maine body potiuc oui curyorere, and ARNOLD A.
FESlR,m Wtuidual whose Ptiodpal readence isudfi BouWBe Add, Bangw, Maine
f'CONSTJLTS[ILTANP}
W EREAS, the PROSPE= BUYER is evaluauug a posible purchase(te "Mattel) ffosn SELLER of all of
Seller's inwooli [[Main real Property I=ts a448 Gri6a Rmd, Bangor, Maine 04401(the "Property');
WIBiREAS, PROSPECME BUYER claim W correct an Inspection W herthuBer defined) atbe Property W
evalmte it for such purcluse, and PROSPEC BOYER contemplates that he wBl use CONSIILTA wpertbrm
rhe enuir®mmfal pwuons ofiM Wspatiom
NOW, THEREFORE, t consideration of the foregoing and the mutual covaunu mutated hetciq the parties hetero
hereby agree as follows:
1. Inspection.
1.1 PROSPEC= B(IYER may, m the folloxivg(wllonu v, the "WPecdon'), limselfor through be a gents
(indudirg CONSULTANT), all at PROSPECTIVE BAYER'S «pewee: (a) inspea the Property al reasonable times;
(b)wMurt sempling of the Property(incluting by v..,.,, of usWWig and sampling from gf orSuuuerweLLs)w
reasoreble times; (c) conch[[ an AL.TA. survey ofthe Property at reasombte times; (d) review my recoil of
SELLER wit respect W the Property witch SELLER may furrdsh to PROS PECTWE BAYER; and (e) otherwiu
eviluetetbe Property Be =ducdnga Wspecm =u (a),(b)wr(c)oftheprecediogsmm ,PROSPECME
BUYERorits agave shall give SELLER one (I) full business clays oral uwice. Before each sampling anti.ity my be
dons, incWdingtbd aaa0atim ofmygrouwduarer mooitorwg wells, CONSULTANT shall submit W SELLER and
Proloshall obtain SELLER'a nd (2) mnsmr et (1) a atmaneL ofxarkand detailed plm, including sampling mehods and
lbusm ol,ifapofSELLER's) eiptefine of
If $ELLERfvTSiallbe to leets nolto concornesent or dewl the dourneeru�nt
PROSP clan ofSELLER'S LI have
Creme of tbesedaume¢, h shall be loom) W hood ure ibe W W the dmummt.
PROSPE(=E BUYER shell luneuntil August Id,LLE at wcuwvgi a ud'), W coodumtier A.L.T A.
PROSPECPNE BUYER shall promptly futwzh W SELLER at m chage a copy of Ory report w A.L.T A. survey
mmewdatiwns Prepared by CONSULTANT before the report ami rewmmmdauom are issued a f,eJ form. AE
crommrnrre of SELLER m draft repots and rrommmdauom Cul be reviewed by CONSULTANT and, w the discteua
of CONSULTANT, trey be awrp9ntcl a[o [he repot[ and r<commevdauom or stay be rejecrmi W whole or w pm.
L2 PROSPEC BUYER shall intlrnmity,de@oQ andampmuau SELLER for, and saw: SELLER hztmlcs
from, my and all lability, lies, meumbruacrs, low, oasts, damage, ami a ooue(brcAudiog«asambW avwnevs' fez)
by or arising out ofphysicei damage to the prpPMyw pe«o.j injury suffered on to Property 0, fie muR ofthe
buPau® Cr Culler;cdvides of PROSPECTIVE BAYER and lis mbmwtrazWrs end reber agems (including
CONSULTANT). With respect to its Pwn autiyiwea and thou of ire mbrovtraaors and other age¢wit rupees to the
Property, CONSULTANT sbaB likewise ivdewfy, defe4 and mnPemN SELLER for, atW save SELLER hamuess
Our, wry erd sU loss. cost damase. and amend li obtni.e..a<a,.,gt.,t.,........•
rzwu PlacaverFVEBUY tier CONSOT anue Property in
Neb¢yecawv.Nouti=or6obligate PROSPECTI mftpAor CO NSULTAIJTWranetlia[<avv
ons hazardous subsunca or oil out Dray presmuy ez [ m Ne Property. SELLER aM1aR give
def a or compemation may be sought hereunder; and PROSPECENE BUYER and CONSULTANT shall
be tight W defend same wdth cuunzei oftheu choosing and W setae same with pnw written approval tions
Mich shall mL unreammbly be mftcW or delated.
1.3 As a wrtmou to PROSPECTIVE BUYER or R;ogres; oravbrantn¢ors herudiop CONSULTANT)
perfomang m Inspection, (a) PROSPECTIVE BUYER slug m ustvo during the hspcim Period mmYremor,
geurel bebihty hinumon muesli. saving SELLER as n eElmOTWl iozural, Of vat less than 6300 000 Per Occurrence
aver nm less s5m $1,000,000 per yeer ORPfegae Roium, for Persosel mryry end properey damage, and onions'
comperwtim issuance 0o its ermloyms as required by Maim law, and (b) PROSPECTIVE BUYER shall require as;
agents aW nbm&attors, including CONSULTANT, in maivaw ScmS the hupeesm Period rcmpr bmsive gine ed
liability insumnce coverage, naming SELLER as on additimW rnsured, of not Isis thin SI,000,000 p, occurrence and
non less thn 52,000,000 per year aggregate liooiution, for personal rnjury rad property dsmsge, aM workers'
Compenmtion rnsumnce on its employee as required by Maine law and CONSULTAM hereby Wrs m i umin such
murance (except that CONSULTANT his no workm' wmpmsation hauare Resume CONSULTANT has no
ernpksyccs). All such huumvice shall be Omm by cartmers authorized to& bump in Mauve, ant crt5sarcs thereof
shall be&Uvred antimony m SELLER behre tiny oa itu hispormi wmmemxss All Policies shall he on.
cancelabis without twenty (20) days' Prior written notion m SELLER
IA PROS RE= BUYER a l CONSULTANT shall Remit SELLER at its opum ad termone, to churn split
samples of amy samples that PROSPE= BUYER or CONSULTANT inns BOm dte Property during Inspection.
PROSPECTIVE BUYER shall, A its expense, have CONSULTANT remove Bfoff-site dupos d is required) aii (after
aveYmg)dispre Of stay ad all samples taken Priv the Property during Wpectieo(includiug those ukw by
CONSULTANT), WiMier MIR any waste four PROSPECT BUYER's htryecti®-releeed activities(including
thouofCONSULTANI). IfA=ismdregofasaleofthe Pmpe to PROSPECTIVEBUYERby Septe cr16,
1996, of such later &m to which the closing tray h maimed ,Mer my Purchase aM Sale Agreement in effcr on
September 16,1996, PROSPECTIVE BUYER shall, at its expense aid after obu rung SELLER's omens wmmt,
ease CONSULTANT promptly at its; option, either re snout or m pemaomtiy clan Out In confusedly with Mace
DEP pramrols any and all gmndwatm monimaing wells and men' mri ing sWttur, Prom the Property and shall
oNerwiu tease thin Pmperrymnbion&uy ill pf,m[wMition. PROSPECT EBUYERavd CONSULTANT
shall conduct all of their Inspecdov-related actimuse in ecco req a oub all applicable laws, sort, ad renlaeovs.
PROSPEC=BUYER shat, at its eepmze, obtain any raid all perms requires for hupettion-relatrd acdritie.
1.3 Nothing herein shall obligate PROSPECT BUYER to mgase CONSULTA wwndua anv
trunmW uvfk on the Pwperry of the nature imtemplami herein. Nothing Resin shall obligate SELLER to sell the
Property, to PROSPECTVE BUYER, or PROSPECTIVE BUYER m purchase it Rom SELLER
1.6 PROSPECTIVE BUYER W CONSULTANT shill conduct so hutemon-relemd setiviri, m the Properev
ether then pursumr m this Agremimt.
2. Non -Disclosure
2.1 Within nm(10)"Ys OF the dee hereof, SELLER shiMmish to CONSULTANT, for review On behalf of
PROSPECT BUYER, a copy of 01 eavirovmenal Mom on rhe Property which (a) were prepared no the bust Sue
(5)Yonne, (b)One in SELLER's possession, and (c)may he nearby, idmtifieL rad retrieved by SELLER. SELLER may
elect, but is nor requirW hereby, to furnish to PROSPECTIVE BUYER, CONSULTA , or then respective agents
other mvimvmenW, fina eL Propmery m poste bubsontim r the Maser or perp,
2.2 All mvrmmmul, fimocial, and pmpri,aY Or Private orf rmaevu the PROSPEC=BUYER,
CONSULTA , or their reipcctive agents say Reisinger, no Reecho.receive or gmeae on the Maser r promo,,
including but not Looked to the a isresail®vhnwmul reports and se, mviwomenol reports he
CONSULTANT rev gecemle, shall be held', eonfitlenee in its err y by PROSPECTIVE BUYER aW
CONSULTANT and shill be user by then solely fr PROSPECTIVE BUYER's overrun] evilumm puryr, rn
enn,tion with the Mager. PROSPEC BUYERS makesuchhJminionavailableadytoi¢ownemploveqs,
citations. asomeys, bankers, and oder agents Raving a-owlw know" ill Ordain carry Out such Ceeuoron, pmvidW
that prior to diulosure thereof ray such person, PROSPECT BUYER shall have unformed them of
PROSPECTIVE BUYER's Hunner use sued nndisermre obligations hemmer ad requires Nem to agree w perform
aid observe all such Obligetima. CONSULTAN mbYwa urequiredmdsspreasevtencebyexmutrng
2
96-348
and delivering this Agronomists. PROSPELITVE BAYER and CONSULTANT shall make no ober use or disclumreof,
my curve whazsoever of any such bfwnutiam, mrept men larlosurt az maybe raluirel by Isco or court order, is
which event PROSPECTIVE BUYER o CONSULTANT, as the rase may be, Shall give prompt Doti¢ 0 SELLER a
Nep lemal disclosure under law Or court Door (ioclubmi any requcstt disclosure under the Meive From of
Nforrwim Aa) and shat use soherashe efforts 0 avoid or wrtimiae the duclosurs
33 All lafomutioo duclwel by SELLER to PROSPECTIVE BUYER or CONSULTANT shall resistor the
����LERw�ansJno acting occurs by September 16, 1996, shall be returned to SELLERor ce ohm
ropier thereof, insectary upon SELLER§ requert. SELLER makes mttpreseotatioq
arrnty. assurmi guarmty or inducement uhitmever to PROSPFC BUYER in CONSULTANT At& aspect
to the quality or acmacy of my 1Nomatioq or any other matter of my mature Wanxver.
3. Miscellaneous -
3.1 This Agreanmt shall move the exetvtio,detvery, connotation. and termimtion of any purchase and sale
agrremmt
an to Property betweo SELLER and PROSPECT HAVER,,thew otherwise mpressly append therein.
3.3. Witnwt amities& svna3ia. each parry herero shill be rntitledmminjuoction agaivst my otherpagy hertto,and
my employee, consultant, attorney, hanker, subcowaaon, or other agent thamQ once broches, or whmpta or
thrcamns to breach, this Agreement. If my legal procreiing is brought in correction with this Agwnev[, the prevailing
parry shall be entitled w recover Rom he losing party reasonable attorneys' far and toss humor i as that proceeding
(including my appellate procre ings), in adilitim to my carer appropriate relief
4. This Agreement shall be governed by and cracrued in accordance with the substantive lass of the
Commonwealth ofMmsachuutts, USA.
5, This Agreement shall be bulling upon and inureto he bene& of the parties herrn and Neer respective heir;
legal repres®tauva, successors and ensign. PROSPECTIVE BAYER hereby weaves my sovereign or gmsmmenol
immunity Gam suit or like defense that is may have with respect to my coup tiers may, anion undo to Agreemrnt.
PROSPECT BUYER does not hereby waive my other defense that it may have to my such claim.
6. This Aurcemeot cortsimtes the entire agmment onong the parries home concerning the subject maser. hereof
and supersedes aov prior or comenpomnous agrsments and understandings caverning the subject miner hereof This
Assortment any be mievdent waived or revoked ody by a wriven imtmmem executed by PROSPECTIVE BUYER
SELLER, and CONSULTANT.
EXECUTED is as wtmmot racer seal he of the date first written above:
SELLER: PROSPECTIVE BUYER
WALO"M.1J, W.C. CIpY OF BANGOR
�
BY
Stepherop' Zi mor
Vice President or Anistaait Tresmrer Title City Manage
CONSULTANT:
Abad= A. FA. FFEESSENOEN, M
i
LYCENSE AGREE6EENT 96-368
PARTIES
Thepaaiesto 'sASteentdetart JA-COM,INC.,aMssahusetts mryomtion
("Licensor'), the OF BANGOR. a Maine body politic ad corporate("City),d
ELDUR CORDO TION, a Maine coryomtion CEldur�. The CirydEldm ve herevuRa
sometimes referredrues "Licene."
LS
1. Under that aim Indemvre ones a dated May 1, 1981, a emended, W CON, s successor to Advwsdl, u nerdy leasing from the Ciry the Id conunoNY Inlowrr s 448
GdEtc Road, Bango11,
ME 04x01, and more particularly descnbed in Exhibit "A" hello. In
Wdhioq by vunse oftha agreements with the City. Ucemor holds Main interests m the
building and other intovemws on such hand. Licemor's humans in the land building end
improvements va horl�Iine9a refin"
Warned to as the "Premiss.
2. The Cityisprbsemy negotiating the purchase ofthe Premises from Licemor. Ifmch
Purchase is consumm ted, the City contemplates Iming at least a portion of the Premiss to
Mdur. I
3. Eldur present' has certain equipment d ether property beim shi
"Passedtoartive On[about July 22, 1998. AS m accommodation to the City dEldur, itu
herein
is willing o' came the Premises to Licesee on the prour.w% temp and conditions
herein prz video.
AGREEMENT
/ eensidavi n of the promises, terms, end conditions comaiond batch, the parries hereto
hereby gree s fo8odrs:
L Linclu Ucemor
PmNss on an exclu ' q bass m ommeneng july 4 996 to a the pr ad ud the
irre, day-to-day bait commencing JWY 2� 1996, and on the promise;
tens. mrd Lasmo comdned herein. By this Lic nae, no lose or mho entre in rsl property
is meted, LiliSaa ehd Licemea are MOV in the relationship often llmd d tenant, Licensor hes
rights as Only those obligasio� to Licemx m are spressly provided herein, and Liumee has Only those
are independent.
expresly provided herd a The promises; ofLiccmor and Licensee contained herein
apendw. J
2' Y a�mm DD food, Thal]csee Stented hereby shall Outcome. mronum
immediael , ct}y,a Opo .
vamfer of the Premia Licenser or
w8a of(a)the omsummation of the oda or other
int Mat herein or her by Licensoror (b) my attempt by the City or Mdm to tmmfa at
Ucerr"may sob t.under Orin the Premise to a thhd parry m aut other. Licensor end
days prior written noI'caF ¢ tothe otherthe p".p". hOMID �tcd hatih
Y upon at lest [a (10) cdend,,
7
96-348
3. Use add OWopanay. Under the license granted hereby. Eldur, but Wt the City,
shall have the exclusife right to use and occupy the Promises during the tem an
of the Ge. The
sole purpose for which Eldur may use =it canopy the Premises is in store its equipment and osber
propeMsedwaetudando4bmercsequipmeru. Eldurmeyuseendoccupytheprereinsforvo
Other purpose tehatsulver. Witlwut limlrtlon, Eldur may not use or Store any toxic, explostva.
flammable, or other h6udous substances wlutsoever on the Premises, even for purposes of
setting up and cxlibra("ing its equipment Either may not conduct arty, memfecturing, salts, or other
businns er opmadoni ecorfrom the PremisesLicm ser myna afz any trade Oratter fixhnes
t0 the Premises; ucedsee may not make my changes, modification, alienation or additions
wha soever to the Premises, even to enable EWur to set up or ca ibme hS equipment; Licensee
may not have airy majomen, vendors, or other third pectin on the Premises, naepting solely to
insist Eldur in rtaingfhs equipment and other Properly and in setting up and calibrating its
equipment Licensee asy On change any of the locks on the Premises; aid Licensee may not
conduct any ernental or other inspection of the premises (inspections being the mbJect of
separate Inspection Non-Discheire Agreement among Licensor, the City, and Arnold A,
Fenmdm Jr., dated ofJWy 16,diontrousep1996); Licensee may make on international or other long
grsu nhthe Premi oneciffisthe Premises uNen charged to a thud pony; and Licensee may plus no
P Licensor, and its employees, agents, Wnrcactors, end hAten may now
upon the Premise at time ea d for any legitimate POSPOsq including but out limited to
owing the PremiseuIto Other prospentive purchaser and pinning "for Sale" etq "fa Inst" sign
Ih0 PrV111ae0.
AS acd N tlda License, "jy rdWa 611baWtef' mune Bpd jnflndn n110nd
pemolem 1 products dsbesto& Polychlorinated biphenyls and urea li madehyde, and any other
volunteer aIWasSM& is hawdous, music, Or n wenn under emirom ucand law& 'Environmem,
laws" n • pp liable foreign, federal, State, and local V
nos, mama, ordi a ncei and
lien at nus h, mGdn�to the proteuion ofhuman health or the a viromnent including, without
>n, th Com r the Bmiromnmtal Resporve, ComPemation and Liability Au, 42
U.S.0 , Stu . ; 960 , at seq., the Emugenty PW Wna and Community Rigli-m-Know Aq 42
V.S.(. Sen c rs 11 1, ersaq., and the Resource Conservation Recovery Act, 42 U.S.C. Sections
fi901, Suits Sao
4_ Cand too orpremlSes LICENSEE ACCEPTS THE PREMISES IN `Al IS"
":THEREI "Co MON, WTfH ALL FAULTS. LICENSOR MARTS NO
REPRESS , TATICSOR wARR1N'Ty WHATSOEVER AS TO THE CONDITION OF
THE PRF d !SES Orr�RAS TO THE SUTTARU-M OF THE SAME FOR ELDUR•S USE
AND or .T PANCII* Neither Licensor nor Licensee Shall have my Obligation Whatsoever to
Premises;
tel hmtb�promises, except that Licensee shall rcpev any damage tensed to the
Premises by 1 icenaae or its employee; e8enin contractors or imisees and except u provided te
Section 10 ( elatiq snrtrnda). During the term and any holdover period, aptLicW prshell, at in
Sole npeno , ms:.I�e removal and proper disposal of my and all8arbage and othtrwaste from
the Premie s. I
US. I, qaa Rana. License shall pay On Licemor as rent for the Premien Six Hundred leo
3, i (U -S. FFIO) per day foreach day oftha teens, and One Thousand U.S. Dollan
1000 pct day for each day, irany, that the City or Eldur holds over after the tem, Bdore
the m^°u vnent Ute tum, Ucenue shall deposit Fifty -Five Thousand U.S. Dollars (U.S.
2
5
96-348
SM'000) with Licenser. Licensor try, commingle such deposit with its general foods, and
Licensee shall be ami ed to no interest thenen. For each day. commencing umll the first day of
the sum and co g until Licensee bas completely vacaredthe Premises, including the date of
consummation of the lain of the Premises by Licenor to Licensee, whichever first Ocean,
Licensor shall be deerbd to have earned the daily rem reserved hereunder mrd easy deduct such
amou ;from the t.In addidoq if Linemen defaults whh respect to Any Provision Ofghia
License, Littnvor ma use, apply, or retain m or envy portion ofany remaining deposit for the
payment of arty ch arg in default or for the payment of any other sum to which Licnam may
become entitled by re son ofLioname's default or to compensate Licensor for any au m damage
which Licensor may sidlerby such default. ULicevsee performs ell ofiicansee's obGgedom
under this Licence, thi deposit, or so much a has not been so earned or applied by Licempn shell
be reamed by Licrospr to Licences, within thirty (30) days of the nomination of the license term
hereunder.
6. -jact Charges. promptly upon billing thcmfm by Licensor to Licensee,
Licensee shag wanIx eto Licensor ell charges for electricity for the term and any holdover
adod in exce a of=!amount equal to Nmuy-Two U.S. Dollars (US. $92) per day. Licensor
may deduct ar r such kxceu from the aforesaid deposit.
T. adminif ation. Lh emee shall iMemnify and defend Licensor for, and save
Licemor hermau front, : gy and ell liability, Gem, nambrtnces, loss, costs, damage, and
expense( cl.ading meso able anomeyi fres) by or arising out of injury to persons, the Premises,
x When propemryadam out ofor related m the use or occupation ofthe PresNusby Eldur or the
Gceme Emerged here x. Nothing herein obligates Licensor m m
Licensee to remediate any
contamination from h ardous subsances that may presently exist on the premises. Licensor shall
give L;emee promp- .wines notice of any claim or occurrence for which any Indemnity or
deRm maybesou/t.hereunder;adtheCityand Eldurshalleachhave the righato defend glue
scone vlth counsel f heir chasing and to settle the same, with prior written approval from
Litems r, whish f E of ur emonably be withheld or delayed. LICENSOR SHALL HAVE
NO LT I= r wRATS)EVER FOR gk Y THEFT OR OTHER INJURY TO ANY
PI RS' )NOR RO Te, (INCLUDING In NOT LIMITED TO ANY EQUIPMENT
01.0 BEV PROP RTYOFELDURON t'HEPREMISES)ARJSINGOUTOFOR
RI LA fED ro USE OR OCCUPATI IN OF TIKE PREMISES BY ELDUR OR TBE
LI X(SEI; D]�REUNDER, EX( EPTING SOLELY TO THE EXTENT THAT
A (Y SUCp INJUR pt, THE RFSUT Of LICENSOR'S%VULFUL MISCONDUCT.
Vlthout Gosa i shag have no obry cion whatsoever to provide envy security or
pmecdor go Gu seb or its agems, employee contractors or invtea or then property from
theft Oro as m'r irdparties.
8, fns+ce. Before Eldur may use or occupytIe procures, (a) the City shell
Momean'rsalntai ting the Homes term and any holdover period comprehensive genual
Labilityle us acecov gen, naming Licensor am additional issued, ofnm less than 5300,000
per ^cu' ' .a a cid vest las than S1,000,000 per yerraggregme Urination, for peraoml injury an
Prow /lam ge, an �(b) Eldur shall procure and maintain during the lineae tern and any
hoidp a pair l comWahensive general liability ivsuance coverage, timing Licensor can
06i 1W6 W:41 10/11163 P.10
I 196-348
additional heated, of not less than $1,000,000 per Occumnce and not less than 42,000,000 per
Y= aggregate firmtao, for personal injury and property damage. All such inmramce shag be
written by reputable canners authorized to do business in Maim and certificates thereof sbah be
delivered immediamb to Liceuwr before arty use or occupancy by Eldur comoenw. All policies
shallbevomcancefldlevithowt mty(20)days'pdorwrittenw6cewLicrosor, Lionsoraod
Licensee hereby two ally waive, to the exrmt of any insureace coverage which they may have
with respect thereto(whether or tat such coverage is required barely), any, and ell rights of
recovery against one mother for my loss or damage from peAs arising out of or related to the
Premises or the use occupancy thereof in any way, whether or not uwolving the negfigmce of
Licensor or Lbeca r "Mr employees, agents, conttaaon or Loiters.
9. Comp atm with Law. Licensee shall, at Licmate's exponent, comply promptly
with all applicable lu}e, etatut", ordinances, and regulations pertehhg to Eldon's use and
occupancy of the Pre$dma and shei at Licensee's expense, obtain any and all licenses and
pemtits necessary for such use and occupancy, Licensee shall not use the Premises in arty manner
that tends to create a or mwaaxsce, or that tends to damul, neighbors.
10. Sum der. Unless otherwise agreed in writing, Eldur shag, on or before the last
day of the ficew ran hereunder, vacate and surrender the Premises to Licensor. Without
limitation, on or Prins l to such date. Licensee shall remove any, and all equipment and other
property of Licensee from the Premises. Licensee shall do nothing to the Premises which would
prevent it from being arrendesed in the same condition as at the commencement of the tam
ordinary wear and tre for permitted uses excepted. Ucens" shell surrender the premises in a
"broonacleaso'condift to Licemee And have no right whatsoever m hold over its possession of
the Premises beyond,lpe term, but shell however be liable to Licensor for rent end excess
electrical chug" for Nv each holdover as provided in Sections 5 (resting to rent) and 6 (relating
to electrical charges), above. In addition, if licensee holds over, Licensee shall also be liable to
Licensor for my and loss, costs, damage, and expense (including reasonable attorneys fees for
evicting Licensee andlothervix protecting Licensor's interests) arising out of or related to such
holding over, hclud' consequeNiil damages. lfmy of Licensee's equipment or other property
shnOremanattho Pr 'ser after the license term M1awnder, Licensor may, without further notice
to Llama, u Lic 's sole cost and expense, remove and dispose of such property or retain
such property for Li is own we.
]I. No Mirger. No merger of title is intended by or shell remit from the aecution or
12. No Pabchao,Ssle, or Leve Obligation. Licensor has no obligation heraader
to sell or otharwdse U oder me Premises to the City or Eldw. The City and Elden have no
obligation hereuder WWW purchase the Premia" from Licemor. Either W n s obfigoden hereunder
to lease the Premises ¢-oar the City Yand when the City acquires the Premises font Licensor.
13. Weir Nopromiu,termorconditimoftlds Ucemetobepafomedbyspury
hereto shell b<dewe� wdved, except by written mmmt ofthe partybmefited by such promises
term or condition. Arty waiver of any breach of any promise, term or condition of the; License
9 1� M:42
yg711163 P.21 96-348
¢ball not operate or be mnenud se a waiver of otherpromise, serm or condition herea4 or of
a Prior or nobaequm{brach of the same prondse, term or ronditieo, nor opmte w entinguish the
promise.tsrmorcodGtion the breach whereofhxa been waived. NOTWTTHSTANDINGTBE
FOREGOING, TB CITY HEREBY WAIVES ANY SOVEREIGN OR
GOVERNMENT A¢fuNm FROM SUIT OR LIME DEFENSE THAT IT MAY
GAVE WITH RES PECT TO ANY CLAIM THAT MAY ARISE UNDER THIS
LICENSE; THE C 17Y DOES NOT HEREBY WAIVE ANY OTHER DEFENSE THAT IT
MAY HAVE TO A,W SUCH CLAIM.
14, Notice. Any notion required or permitted by the terms of this Licem shell be
at if in writing; and delivered personally or deposited in the U.S. Certified Mail with
a fully prepaid$ return receipt mqu=ed, and deGverd er addressed es follows'
Hm Licemm thento:
President
M/A-COM, Ie.
1011 Pawmc; Blvd., C41
P.O. Box 32
LowclI MA ,1853.3295
City Solicito
City of R"
73 Harlow S
Bangor, MB
Ifto Eldur, t
Eldur Corpo
448 Gr(0in P
Bangor, ME
Any such entice shelf deernedconclusively received by the addressee on the third business day
edger Posting. AnyP never change the address to which notions may be sent to it by giving
wriDen notice to the tierpartyinthemmmerproviddinthis Section.
15. No ord(og. Licensee shall rent record tNs Licome or any memormdum
httrof.
16. Give'WgLew. Thu Licmeshallbegovemedbyendcom=wed accordance
with the subamnd" IITM ofthe State of Maine, USA
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96-348
Exhibit "a"
A parcel of land located at Bangor Internacional Airport, Bangor,
Maine, and f=).that described, as follows, together with the Improvements
thereon:
A cartaiN let or parcel of land situated in Bangor, County of
Penobsc0t, Eta of Mine, bounded and described as fellows:
eeginnin At an iron rod at the intersection of the northwest
side of Griffi Road and southwest Side of MINEiac Avenue; thence
South 35. 4614' Nest by and along said Griffin Road six hundred
sixty-nine and eighty-two One hundredths 1669.82) fest to a P.N. .
nail; thence rth 56e 13. 16s Nest by and along the boundary of
the_A1r Natio 1 Guard two hundred twenty-eight and three tenths
(P1B_feet t
a granite monument; thence North ll* 11. 49s Neat
by an3) d along the boundary of the Air National Guard three hundred
forty-six amForty-one one hundredths (346,41) feet to a Y.N. nail
in a leaded dr ll hole; thence North 38. 28' He East by and along
the boundary o the Air National Guard three hundred sixty-five and
three one hand edths (365.03) feet to an iron rod in the southwest
aide of said INEiac Avenue; thence South 620 391 40' East by and
along said MI Ian Avenue four hundred sixty-nine and.forty-eight
one hundredths (469.68) feet to the point of beginning.
tees. she abaveldeaeribed parcel of land contains 172,341 square
7 AL P.13
/3
96-348 -
THIS AGREammm is entered into this 23rd day of July, 1996 by
and between the CITY OF BANGOR, a Maine body politic and
corporate (hereinafter "City'), and ELBOR CORPORATION, a Maine
corporation with a place of business in Bangor, Maine (hereinafter
Eldur^).
WHEREAS, the City and Eldur have entered into a certain
License Agreement, (collectively referred to therein as "Licensee")
with M/A-COM, INC., a Massachusetts corporation, dated July 23,
1996 to license the premises commonly known as 448 Griffin Road,
Bangor Maine and more particularly described in said License
Agreement; and
WHEREAS, the City and Eldur wish to modify the terms of said
License Agreement as between the City and Eldon to allocate
Licensee's responsibilities thereunder;
NOW, THEREFORE, the City and Eldon, in consideration of the
promises each to the other made, do hereby agree as follows:
1. The City agrees to pay the rent, including the deposit, and
related costs as set forth in the License Agreement, without cost
or obligation to Eldon and to indemnify and hold Eldur harmless
from the same, except as provided herein; and
2. Eldon agrees that the City of Bangor retains the right to
negotiate with Eldur for reimbursement of said rent and related
costs in conjunction with future lease negotiations between the
City and Eldur; and
3. The City and Eldur agree that Eldon's occupancy of 448
Griffin Road during the License term shall be without cost to Eldur
except that Blunt specifically agrees that the following shall be
Eldur's sole, cost and responsibility:
(a) any costs of electricity inexcess n
of a amount equal
to $92.00 per day, as set forth inParagraph6of said
License Agreement;
(b) any costs incurred in connection with damage caused to
the premises asresult of Eldur moving in and setting up
its equipment; and
(c) costs of Eldur's liability insurance as set forth in
Paragraph 8 of. said License Agreement.
4. Except to the extent of available insurance coverage,
nothing in this Agreement shall be deemed to waive the City's right
of contribution against Eldur or Eldur's right of contribution
against the City, with respect to any judgment entered in favor of
any third party, including M/A-COM, INC., in any tort action
arising out of the negligent acts or omissions of the City or Elect
upon or related to the pr and sea.
. 9634B
-2-
5. The parties acknowledge that the City has made no
representations to Elder as to the suitability of 448 Griffin Road
for Eldur's -occupancy or intended use. Elder agrees that it will
Bert no claim against the City arising outofany inadequacy or
suitability of 448 Griffin Road for Eldur's occupancy or intended
6. As between the City and Elder, this Agreement shall be
deemed a part of and shall be incorporated into the aforesaid
License Agreement.
7. in all other respects, the said License Agreement shall
remain in full force and effect in accordance with the terms of
said License Agreement.
IN WITNESS WNEREOP, the parties hereto set their hands and
seals on the date first hereinabove set forth.
CITY OF BANGOR
By:
EtlwarH A. Barrett
city manager
ELUUR CORPORATION
By:
Werner Uietze
President