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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 _ ubeul [ies m: xt ...•..,. 1anvw v.¢i 96348;. JLL-tYl9i ry I A[ae rlii �Rl 3b.'^�£ :eA v. (q9l IT Iaitlr W MN1LLYb.'M W udWdrbeYb elitltlN Mb1E/ 1eFbed (e bu: Ad w ecbue envmr) M e dt p 11 II Byroun ud iimry Nh tlUwe.WC6Y een:aay. mr �beOW MYp Wwvee[Lew al W NgMK�v®uMv wivdiu0 WrQ ewb bMdpue[{ofUfvbRW pend �(REbm6 DA12D ueflubl;1995: 1(CFNS UCF2RF8 Ctt"l WBANfi00. eY�O[1�5L—_ Med,it � FfDUR LL - mobrvaw CITY OF � M 9are�.wn....onn .a.n• . e MAINE ;ros rx9a nP s - uo.a.saca.�irow9o,�u�awwow..m , . e: It. i evyy Wmcu TWUbucuvabdu UsmabbmamlD ftclww Hd w eedvmmbv Mu ummtlM4mW.m v4Fe pp.�tryy bm omn. Mro�rAtle 'twaYebue. mn9q urenwveoswwebn ar:ee wn� edn. havpmendw,wnuvy bd yammH utlgu. Ir. ne}. �bdatabwa „ee �r+vwlo mr a.. va�*e���rm, worow swatl bw�. uv,um., M. Ldu IXabv Ilbli�m®[ootiem OnmNq 6al..Ytlrw¢le2 1eFbed (e bu: Ad w ecbue envmr) M e dt p 11 II Byroun ud iimry Nh tlUwe.WC6Y een:aay. mr �beOW MYp Wwvee[Lew al W NgMK�v®uMv wivdiu0 WrQ ewb bMdpue[{ofUfvbRW pend �(REbm6 DA12D ueflubl;1995: 1(CFNS UCF2RF8 Ctt"l WBANfi00. eY�O[1�5L—_ Med,it � FfDUR LL - mobrvaw CITY OF � M 9are�.wn....onn .a.n• . e MAINE ;ros rx9a nP s - uo.a.saca.�irow9o,�u�awwow..m , . e: 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