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HomeMy WebLinkAbout1993-09-27 93-452 ORDERDate =P nc" Ns'u„ Item No. 93-452 Item/Svbjecc Autorrizirg City Manager co Ekecuce a First Anendaent to Iideesure of I,ease -- Telford Aviation, Lac. Responsible Department: legal Commentary: As the Council is aware, the City recently accepted a proposal by Telford Aviation bo provide gemral aviation repair services at BSA. Telford currently Leases property at BW. T1as attached Order would authorize execsI o of an re t to 1Elford's earistieg lease, allowing Telfors to wnduct gerws it victim repair vrozk an its cvrr-cnely leased premises at BSA. Telford will also continue its present b sines sallirg marine and aviation electmnica. ghe proposes Leanne Pierchrent also Ws laeguage concerning Telford's liability to the City, including liability arising out of Telford's use of hazardous materials vt with aircraft repair work. As part of the ovaxall transactim with Telford, Telford bas P¢efuaed the City's stock of aircraft parts and cools used m genecal aviatim repair. Following approval of the attachsl Fosse Pssn Rent, tM1¢ City will m lager provide general aviation ral t servaces at its own facilities. the City will • Continue 20 provide exams sal airctraft repair servacvs braider ezistirg azraagerents wtith air clwrtet and carrier airlines. Tne Airport mnaittes bas fret arcl diacvsaed elaia issue a number of rives aryl recrnrtends approval of chis irons. pn✓ty ,(`�^1�'/_I Myer< nr Hev6 Manager's Commenh: A(n� Caryet,"ger Associated Information: Older, +Ir Budget Approval: Fin v... Oire Legal Approval: Introduced For $>l passage page 1 of 8 ❑ First Reading ❑ Referral Aeelgned to Councilor Coben September 27, 1993 o CITY OF BANGOR (TITLE.) WIYtiBCa ..rwuer C ty,aferager m r•sxl bP a FirstA�aaoent to _.,,_. Ttdmture of IBase -- Telford Aviation, Inc. _. __ ..... ............ ........... .........1.. ..1......... _... By the Ciq Cosreil of City of Basest: ORDERED, TUT Fd A. Barrett,. city Manager, is hereby authorized to execute rhe First A �retrt to Inamture Of Isase attache3 hereto as @thibit A with Telford Aviation, Inc. 93-452 DR DER IN CITY COUNCIL September 27. 1993 Title, Pae Authorh£vp C1jy. Memgeq Fp. Wppjp.& First CIT' LERB Amendment to Indenture of Lease - Telford Avj imb. lom......................... Aed top ....... ...4.'.'k! .............. Councilman 93-452 Draft 9-22-93 FIRST AUNT TO INDENTURE OP LEASE This FIRST AMENDMENT TO INDENTURE OF LEASE, executed this day of 19931 by and between: The CITY OF RANCOR, a municipal corporation duly organised and existing under the laws of the State of Maine and located at Sanger, Penobscot County, State of Maine (hereinafter "LESSOR") and TELFORD AVIATION, INC., a business corporation duly organized and existing under the laws of the State of Maine and having its principal office at Waterville, Somerset County, State of Maine (hereinafter 'LESSEE") N I T N H 2$ E T H: WHEREAS, LESSOR and LESSEE are parties to a certain Indenture of Lease dated September 1, 1989 demising to the LESSEE certain premises at LESSOR'S Beeper International Airport, as more fully set out in said Indenture of Lease; and WHEREAS, LESSEE desires to operate a general aviation repair station upon the premises demised in said Intlenture of Lease, for the purpose of providing aircraft maintenance, repairs and related services; and WHEREAS, LESSOR is agreeable to LESSEE's intended use of the premises demised under the parties' indenture of Lease, NOW, THEREFORE, in consideration of the foregoing recitals, the parties hereby agree that Article IV(A) of the parties' Indenture of Lease dated September 1, 1989 is hereby amended to read as follows: ARTICLE IV USE OCUPANCY OCCUPANCYAND INTRO NTS OF PREM S S (A) Lessee shall use, occupy, and maintain the premises herein leased in a reasonably businesslike, careful and nonhazardous manner on account of fire for the purposes of operating a General Aviation service and aircraft repair facility based on specific uses herein listed, EXHIBIT A and for no other use whatsoever without the prior expressed written consent of the Airport Director. The General Aviation service to be conducted by Lessee upon the demisedpremises shall consist of a charter aircraft service or i-called air taxi service, flying instruction, ercraft rental, and aircraft maintenance within the demised premises, said maintenance to be restricted to maintenance of aircraft owned by Lessee, leased by Leasee from aircraft sales companies, aircraft for which maintenance is provided by Lessee under a leaseback arrangement with private owners that provide for management and use of said aircraft by Lessee over a extended period of time. In conducting and operating its General Aviation service, Lessee shall meet and conform with the Minimum Standards for General Aviation Service Operators n Bangor International Airport, said standards prepared in written form and attached to this Lease as Exhibit C. The General Aviation aircraft repair facility to be operated by the Lessee upon the demised premises may provide aircraft maintenance and repairservices to owned and non -owned aircraft, including but not limited to those types of aircraft listed above. Services to be provided may include maintenance, repair, overhaul of propeller or jet aircraft and engines. Lessee shall not, however, provide such services to multi -engined aircraft engaged in scheduled or unscheduled commercial transportation of passengers o freight via BIA. Lessee may operate its General Aviation aircraft repair facility upon the demised premises through a subsidiary corporation organized within the State of Maine for that purpose, but such subsidiary corporation shall independently comply with fire and liability insurance and indemnification requirements imposed by the Lessor or made applicable to the Lessee under Articles V and VII of this Lease. In operating its General Aviation aircraft repair facility, Lessee or its subsidiary shall conform with all applicable Federal, State and local laws and regulations concerning such repairs and maintain FAA certification to operate such a facility. Lessee may also engage in sales, service and repair of any and all types of marine or aviational electronic equipment. The parties further agree that Article VII of their Indenture of Lease, dated September 1, 1989, is hereby amended to read as follows: -2- 93-452 ARTICLE VII INDEMNIFICATION CO NANT TO HOLD BS A. COneral 2 d if' ti - The Leasee agrees to indemnify and to save and hold Lessor harmless from and against any and all claims of whatever nature arising from any negligent act r omission of the Lessee or Iassee'a contractors, licensees, agents, servants or employees arising out of any accident, injury, death or damage whatsoever caused to any person or to the property of any person occurring during the term or any extension hereof in or about the Lessee's demised premises where such accident, damage, death or injury is proximately caused by any negligent act or omission on the part of the Lessee or Lessee's contractors, licensees, agents, servants or employees, or from theuse, placement, storage or disposal, including accidental disposal, of any fuel, solvent, lubricant, or any other volatile or hazardous material on the leased premises by the Leasee or by LesSBe'3 Contractors, Customers, licensees, agents, servants or employees. B. L Waiver of Workers' Compensation Immunity - Lessee hereby expressly agrees that it will defend, indemnify and hold the City of Bangor harmless from any and all claims made or asserted by Less" a agents, Servants or employees arising out of or in connection with Lessee's activities under this Lease, including employment-related claims. For this purpose, Lessee hereby expressly waives any and all immunities it may have under Man's Workers' Compensation Act or other provisions of law in regard to such claims made or asserted against the Lessor by Lessee's agents, servants or employees. The indemnification provided under this paragraph shall extend to and include any and all costa incurred by the City of Bangor to answer, investigate, defend and settle all such claims, including but not limited to the City of Bangor's coats for attorneys fees, expert and other witness fees, the cost of investigators, and payment in full of any and all judgments rendered in favor of Lessee's agents, servants or employees against the City of Bangor in regard to claims made or asserted by such agents, servants or employees. Lessee shall indemnify the Lessor for all such costa notwithstanding any Immunity from liability or suit for such claims Lessee may otherwise enjoy under Maine's Workers' Compensation Act or other provisions of law. -3- 93-452 C.Indemnification with Reenact to Hazardous Materials - without limiting the Lessee's General Indemnification provided in paragraph A above, Lessee hereby represents and warrants that, as to Lessee Hazardous Materials, as defined in this paragraph, Lessee shall: 1. Immediately forward to Lessor copies of any and all notices, correspondence, warnings, guidelines, or other written materials hereafter received from, or given to, any governmental authority in connection with Lessee Hazardous Materials and their relationship to the demised premises; 2. Conduct and complete at its own expense, all investigations, studies, sampling and testing, and all remedial, removal, and other actions necessary to clean up and remove all Lessee Hazardous Materials in, under, upon, from, or affecting the demised premises, to the extent required by and in accordance with all applicable federal, state, and local laws, regulations, rules, ordinances, and policies, and in accordance with orders and directives of any federal, state, or local governmental authority; except that if a dispute exists in good faith concerning whether Lessee Hazardous Materials are involved, the Lessor shall perform these functions under subparagraph A(2) above, subject to a determination under paragraph E below. 3. Defend, indemnify, and hold harmless Lessor, its employees, agents, officers and directors, from and against any and all claims, demands, penalties, floes, liabili- ties, settlements, damages, costs, or expenses (including without limitation, attorney, engineering, and consultant fees, investigation, testing and laboratory fees, court costs, and litigation expenses) of whatever kind or nature, known orunknown, contingent o otherwise, arising out of or in any way related to: a. the discovery, presence, disposal, release, or threatened release of Lessee Hazardous Materials within, under, upon, from or into the demised premises: - -4- 9Y452 b. any personal injury (including . wrongful death) or property damage (real r personal) arising out of or related to Lessee Hazardous Materials, which concern the demised premises; c. any legal action brought o threatened before any court or agency, .settlement reached, or govermment order relating to Lessee Hazardous Materials which concern the demised premises; and/or d. any violation of laws, orders, regulations, requirements, or demands of goverment authorities now in effect r in effect at any time in the future, which are based upon or in any way related t0 Lessee Hazardous Materials which concern the demised premises. For this purpose, the term "Lessee Hazardous Materials' shall mean flammable explosives, radioactive materials, hazardous materials, hazardous waste, hazardous or toxic substances or matter, oil or other petroleum products, asbestos, chemical pollutants or materials in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sac. 9601 at sec.), the Hazardous Materials Transportation Rot, as amended (49 H.S.C. Sec. 801 et sec.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sec. 691 at sec.), applicable Maine statutes or any similar federal, state or local law, or in the regulations adopted and publications pramulgated pursuant thereto, o any other substances or materials constituting a hazard, peril or threat to the health of persons, animals, or plant life and used, placed, stored or disposed of upon the demised premises by Lessee, its contractors, customers, licensees, agents, servants or employees; but the term "Lessee Hazardous materials" shall not Include any such materials used, placed, stored or disposed of upon the demised premises by the Lessor, its agents, servants or employees, or by a third party other than contractors, customers or licensees of the Lessee. D. Joint iab'l' Retained. In the event Lessee shall operate its General Aviation aircraft repair facility through a subsidiary corporation as permitted in Article IV(A) above, -5- Lessee shall require such subsidiary corporation to execute a document agreeing to indemnify and hold and save the City of Bangor harmless in all respects required of the Lessee under this Article VII. In such event it is understood and agreed that Lessee shall remain jointly and severally liable with its subsidiary corporation to the Lessor under all circumstances as provided in this Article VII, and Lessor's consent in Article IV(A) above or otherwise to Lessee's operation of its General Aviation aircraft repair facility through a subsidiary corporation shall in no manner be deemed to relieve Lessee of its liability to the Lessor under this Lease for the negligent o intentional acts of such subsidiary corporation, or of such corporations, officers, agents or employees. In all other respects, the parties' Indenture of Lease and each antl every portion thereof shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this First Amendment to Indenture of Lease on the day and year first above Written. CITY OF BANGOR (BY) Witness (Title) City Nanaaer Printed Name: Edward A. Barrett TELFORD AVIATION, INC. (BY) (Title) Printed Name: -6-