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HomeMy WebLinkAbout1995-10-10 95-437 ORDERCOUNCIL ACTION
Item No. 95-437
Date October 10, 1995
Item/Subject: Resolve, Ratifying Execution of Addendum to Lease,
Bill of Sale and Promissory Note Addendum/General Electric Company
Responsible Department: Legal
Council Resolve #95-212 passed by the City Council on May 8, 1995
approved execution of certain amendments to a lease dated June 30,
' 1993, subsequently amended on August 30, 1994, between the City of
.Bangor and General Electric Company, plus related loan documents.
The lease amendment and loan documents collectively approved
financing arrangements for GE's recent $11 million expansion of its
leased facilities at building 273,Bangor International Airport.
On September 29, 1995, the construction phase financing for GE's
building 273 expansion project was converted to permanent
financing. In connection with the permanent loan closing on
September 29, and pursuant to Council Resolve #$95-212, the City
Manager, on behalf of the City, executed an "Addendum to Lease",
"Bill of Sale", and "Promissory Note Addendum", copies of which are
attached. The attached Council Resolve would formally ratify the
City's Manager's execution of those documents.., /f
V ✓Parte
Manager's Comments:
City Manager
Associated Information: Resolve, Addendum to Lease, Bill of Sale,
Promissory Note Addendum
Budget Approval:
Finance Director
Legal Approval: .
City Solicitor
Introduced For NEW BUSINESS
X Passage
First Reading
Referral Page of
95-437
Auigned to C.mmcilor saldacci October 10, 1995
CITY OF BANGOR
(TITLE.) V11rbera ......... .Ratifying -Execution _ of Addendum_ to Lease._. Bill.,
of Sale and Promissory Note Addendum - General Electric Company
By Gs CBY Cea wa of Ow Ct of Bangor.
TWT
the actions of Edward A. Barrett, City Manager, on
September 29, 1995 in executing an Addendum to Lease, Bill of Sale,
and Promissory Note Addendum, in connection with the permanent
financing of General Electric Company's recent $11 million
expansion of its building 273 facilities at Bangor International
Airport, are hereby ratified and affirmed. Copies of the
referenced documents are attached to this Resolve.
IN ziw'cowcn
October. 10, 1995 95-437
Paesed' 0 RDE R
CITY CLERK - ,Title, Ratifying Execution of Addendum to
Lease, Bill of Sale and Promissory Note
Addendum - General Electrical Compapg.
95-43]
DAA To LEASE
(L� (�-
This ADDENDUM TO LEASE executed this ?9/N day of X m4yf%
1995, by and between:
CITY OF BANGOR, a body politic and corporate,
organized and ezStunder and by virtue of
the laws of the State of Mine, being located
(h the County of Penobscot, State of Maine
(hereinafter sometime referred to as "Bangor")
_. and
GRNBRAL ELECTRIC COMPANY, a corporation organized
and existing under and by virtue of the laws of the
State of New York, having a place of business at
One River Road, County of Schenectady, City of
Schenectady, State of New York (hereinafter sometimes
referred to as "General)
WITNESSETH:
WNBREAS, Bangor and General are parties to an "Amended and
Restated Indenture of Lease" dated June 30, 1993 affecting land and
buildings at Bangor International Airport; and
WNBREA3, said Lease was amended by a ^First Amendment to
Amended and Restated Indenture of Lease" dated August 30, 1994 to
incorporate additional provisions affecting building no. 273 at
HIA; and
WHEREAS, under Article Ill(E)(2) of the Lease, as amended,
the parties are required to fix the amount of "additional rental'
payable by GE to Bangor under Article III(E)(2) upon completion of
the "Building No. 293 Expansion" as described in said Lease; and
WHEREAS, said "Building No. 273 Expanzion" is now complete;
The parties by this Addendum, hereby specify that the
monthly amount of the "additional rental" required to be paid by GE
to ey)g, yndeC Article x111£)(2) of their Lease as amended shall
be y .i =7> it phe f ret �pCnt of said
^adaicional soca)" sue on or before. w(kOI9Pr t /%'>J
IN WITNESS WHEREOF, the parties hereto have caused this
'Addendum to Lease" to be executed the day and year first written
above.
Witness:
CITY 0
Edward A. Barrett
Its City Manager
95-437
Nitneea:/� GENERAL ELECTRIC COMPANY
%/ UIti✓M
(BY) �~�' -.' 11
Its Ban R. Grant Ma
_ -
Its Bangor elan[ Manager
L:
95-437
BILL OP SALE
I01- ALL MEM BY r ESEvel PRESENTS: That in o coneiderationhereinaft of One
Boller ($1.001 and other valuable consideration as hereinafter set
forth, gGEBERALander ELECTRIC of thMY, a corporation organized and
existing under the laws bargain,
State of New York, (hereinafter
"Seller") does hereby bargain, sell and convey to the CITY OF
BANGOR, a municipal s of the St organized and existing under and
by virtue of the flaws of the State of Maine, (hereinafter "Buyer")
the following mechanical equipment, at its present location
Building No. 488, Bangor International Airport, Bangor, Maine,
Co
wit:
See Attached Schedule
The equipment conveyed by this Bill of Sale is sold as is,
where is, without warranty of any kind or nature whatsoever,
excepting the original manufacturer's warranties, including the
manufacturer's statutcry warranties of merchantability and fitness,
to the extent the same may now be in force, and excepting the
Seller's warranty of title, as set out below.
The equipment conveyed by this Bill of Sale is sold upon the
express condition that it shall remain at its current location in
Building No. 488 for so long as a "First Amended and Restated ,
Indenture of Lease" dated June 30, 1993, between General Electric
Company and the City of Bangor, as subsequently amended, shall
remain in effect. During the term of said Lease and any extensions
or renewals thereof, the City of Bangor shall not sell, mortgage,
grant a security interest in or otherwise encumber the equipment
herein conveyed, except as permitted under said Lease or by any
ancillary agreement thereto. It is the intention of the Seller and
the Buyer that the equipment herein conveyed shall become and
remain a fixture to Building No. 488, and as such shall become and
remain a portion of the Building No. 488 premises demised to
General Electric Company by the City of Bangor under the parties'
June 30, 1993 Lease, as subsequently amended. It is the further
intention of the parties that the rental paid by General Electric
Company to the City of Bangor for the Lease of Building No. 488 and
appurtenant land thereto, as provided in the parties' June 30, 1993 -
Lease, as subsequently amended, shall be deemed to include an
annual rental for the equipment herein conveyed, and that no
increased rent shall be charged by the City of Bangor to General
Electric Company for its lease of the equipment. The provisions of
this paragraph constitute the consideration for which Seller has
conveyed the equipment to the Buyer by this Bill of Sale.
it is understood and agreed that in its lease and use of the
equipment herein conveyed pursuant to the parties' June 30, 1993
�l Lease, as Subsequently amended, the Seller Shall be solely
responsible for all maintenance and repair of the equipment, and
for the -cost of such maintenance and repair. It is understood that -
as Lessor, makes no warranties of any kind
ller, as Lessee, concerning the equipment
neral Electric Company, as Lessee of the
veyed, shall be solely responsible for all
its, liabilities or damage to any person
.as of the equipment, and shall defend and
,f Bangor against all such claims, injuries,
nd damages. For this purpose, General Electric
s any statutory exemptions and immunities from
icluding exemptions or immunities under the
isation Act, 39-A MRSA 5 104, or other
The Seller hereby warrants that as of the date of sale, it
is the lawful owner of the equipment conveyed herein, free and
clear of all liens, security interests or other encumbrances, and
that the Beller has a good right to convey the same.
IN WITNESS WHEREOF, General Electric Company, as Seller, has
caused this instrument to beasigned by Stephen R. Graebert, its
Bangor Plant Manager, this NNYYNN day of,?Upw1 1995.
w....o«. GENERAL ELECTRIC COMPANY
By:,
Steplen B. Graebert
Bangor Plant Manager
BUYER'S ACCEPTANCE
The City Of Bangor, as Buyer, joins in this Bill of Sale for
the purpose of accepting title to the above-described equipment
under the terms and conditions set out above.
IN WITNESS t WHEREOF, the City of Bangor, as Buyer, has caused
this instrument V be signed by Edward A. Barrett, its City
Manager, this d day ofAM�/ 1995.
95-43]
STATE OF MAINE
g MW
Penobscot, ss. ai 1995
personally appeared the above-named STEPHEN R. GRAEBERT, as
Bangor Plant Nanager of General Electric Company, and acknowledged
_ the foregoing instrument. to be his free act and deed in his said
capacity and the free act and deed of said corporation.
.. Before me,
/Aft ey-a
Printed Name: Eamp
�Ik M' �JM�l
STATE OF MAINE S?*w4 w
Penobscot, as. 3e R8 99, 1995
Personally appeared the above-named EDWARD A. BARRETT, as
City Manager of the City of Bangor, and acknowledged the foregoing
instrument to be his free act and deed in his said capacity and the
free act and deed of said City of Bangor.
Before me,
(nA M. Ki-
NuC/Att'rfty t -La
Printed Name: Brjk M'.✓m9!/
L'
95-43)
Ocwbu26, 1995
Steve Graeber[
Per your request here is the listed of come serial numbers for the genes we are
tansferring to the city in Bldg. #40
(1) 40 Tone Crane Ser. # 9302093-n
(1) 40 Tone Crane Su. # 9302093-21
(1) 20 Tone ame Ser. # 9302093-23
(1) 20 Tone Crave Set. It 93G2093-24
Tfyou need any other information please let me know.
Spencer
GBBrow/n(//'v —
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10-9-00 03:17PY PION COIPO%TE SWISS TO IAOGOI CEOCI OSGOOD P0031005 95-437
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