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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 — -..0 ... 95-437 6 I V � 111111 10-9-00 03:17PY PION COIPO%TE SWISS TO IAOGOI CEOCI OSGOOD P0031005 95-437 wimesc: 9 2 10-04-95 03:17M 0A01 WORATE BA9EI00 f0 9A0E00 GUM 00000D ?004/004 95-437