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HomeMy WebLinkAbout1976-06-28 276 AD RESOLVE276 Ab IntrNmed by Councilor Ballou, ,lune 28, 1976 _B y CITY OF BANGOR gp (TITLE,) malbe _Resolve_Authorizing_. and. e_ Ratify._g thExecution � of Agreements Pertaining to.Fuel Storage, Sale, and Distribution 8t B811gOrInter t lkirport WHEREAS, the City Council of the City of Bangor passed Council Resolve 176M authorizing the City Manager to execute a letter of intent by and between the City of Bangor and Exxon Corporation continuing the operation of Bangor International Airport should the.Bankruptcy Court approve the settlement agree- ment untilsuchtime as new documents are executed which cancel, supercede, and replaceexisting agreements; WHEREAS, the City Council of .the City of Bangor passed Council Resolve-175AD authorizing the City Manager to execute a settlement agreement by and between the Trustee of Trans -East Air, Inc., Depositors Trust Company, City of Bangor, and Exxon Corporation n settlement and compromise of all past, present, and potential claims and causes of action between and among the aforementioned parties, and for the sale of all fixed base operating assets free and clear of all liens to the City of Bangor and Exxon Corporation, jointly; I I - WHEREAS, the Settlement Agreement was consunmiated between the aforesaid .parties and filed with the Bankruptcy Court May 6, 1976, and thereafter, was approved by the Court in its "Memorandum Order Approving Compromise- dated May 18, 1976; NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BANGOR THAT: The City Manager be and hereby isauthorized to execute, and the City Council hereby ratifies, all actions of the City Manager taken to date in the negotiation and execution of the following entitled documents presently held in escrow, copies of which are on file with the City Clerk: 1. "Letter of Intent" dated April 6, 1976; 2. "Settlement Agreement, Stipulation of Discontinuance Of Adversary Proceedings and Two Plenary Actions, and Agreement of Purchase and Sale of Debtor's Business and Substantially All Its Assets to City of Bangor and Exxon for the Cash Price of $1,300,000" dated April 6, 1976; xw CITY COUNCIL 216 AB June 28. 1976 Yy5 Considered out of order and first - on the Agenda by the following yes R ESO l� add n t C 1" ting a Yes: 'B li e g ey B u tea, (�®� Finnigan, Gass, x , - Mooney, 's - y and x l - RECEIVED Amended by adding adore 14 CITY OF BANGOR and 15further used by Resolve A their.=ing and Ratifying CITY CLERK'S OFFICE the ar of Agreements Pertainrey - changing "1983' date inc mb agreement named 15 to"19]➢" to FeelStorage, Sale, and Distribution >76 ��i as An 8 05 by the following yes and no vote: at Bangor International Airport. Councilors voting yes: Fallon, Brountae: Gass( Henderson: Mooney and Scolds. Councilors voting no: - algney, Finnigan and Soucy. Motion to consider next meeting failed by the following yes and no vote: Councilors voting yes: Finnigan, Gass, Henderson add Sculas. Councilors voting noHallow, Bigney, Finances, Feeney and Soucy. Passed by the following yea and no vote Councilors voting - _ yea: Fallon, Higney, Brountas, Mooney add Soucy.Councilors voting. m: Finnigan, Gass, - Henderson and soulasp. u CITY 3. "Fuel Storage and Handling Facilities Agreement" dated June 3, 1976; 4. "Agreement Amending Fuel Storage and Handling Facilities Agreement dated June 3, 1976, between the City of Bangor, Maine, and Exxon Corporation" dated June 24, 1976; 5. "Fuel Storage and Handling Facilities Operating Agree- ment dated June 9, 1976; 6. "Agreement Amending Fuel. Storage and Handling Facil- ities Operating Agreement between Exxon Company, U.S.A. and the City of, Bangor, Maine" dated June 24, 1976; 7. "Aviation Fueling Agent Agreement" dated June 9, 1976; B. "Agreement Amending Aviation Fueling Agent Agreement dated June 9, 1976 between Exxon Company, U.S.A. and the City of Bangor, Maine" dated June 24, 1976] 9. "Memorandum of Lease" dated June 24, 1976; 10. "Credit Card Sale Imprinter Agreement" dated June 24, 1976; 11. "Bill of Sale of Mobile Equipment Exxon Company, U.S.A. to City of Bangor" dated June 24, 1976; 12. "Bill of Sale" of other equipment to be dated June 29, 1976; 13. "Memorandum Agreement of Cancellation of Certain Documents Conveyed to the City of Bangor and Exxon Corporation as Co-owners by George W. Burr, Jr., Trustee of Trans -East Air, Inc." to be dated June 29, 1976. /V is STATEMENT OF FACT This resolve would ratify and authorize the City Manager to execute documents pursuant to the settlement of the Chapter x Reorganization Proceedings Of Trans -East Air, Inc. Upon receipt eipt o£.$1,300,000, the Trustee of Trans -East Air, Inc. conveyed the City of Bangor and Exxon Corporation, jointly, all assets purportedly held by Trans -East Air, Inc. and/or the Trustee at Bangor International Airport. This resolve would authorize the consummation of the arrangement between the City of Bangor and Exxon Corporation in which Exxon Corporation will be the fuel supplier at Bangor International Airport and the City will, among other rights and duties, assume the role of fixed base operator. -2- RESOLVE AUTHORIZING AND RATIFYING THE EXECUTION OF AGREEMENTS PERTAINING TO FUEL STORAGE, SALE-, AND DISTRIBUTION AT BANGOR INTERNATIONAL AIRPORT WHEREAS, the City Council of the City of Bangor passed Council Resolve 176AD authorizing the City Manager to execute a letter of intent by and between the City of Bangor and Exxon Corporation continuing the operation of Bangor International Airport should the Bankruptcy Court approve the settlement agree- ment until such time as new documents are executed which cancel,.. supercede,and replace existing agreements; - WHEREAS, the City Council of the city of Bangor passed Council Resolve 175AD'authorizing the City Manager to execute a settlement agreement by and between the Trustee of Trans -East Air, inc., Depositors Trust Company, City of Bangor, and Exxon Corporation in settlement and compromise of all past, present, and potential. claims and causes of action between and among the aforementioned parties, and for the sale Of all fixedbase operating assets free and clear Of all liens to the City of Bangor and Exxon Corporation, jointly; - WHEREAS, the Settlement Agreement was consummated between the aforesaid parties and filed with the Bankruptcy Court May 6, 1976, and thereafter, was approved by the Court in its "Memorandum Order Approving Compromise" dated May 18, 1976; NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BANGOR THAT: The City Manager be and hereby is authorized to execute, and the City Council hereby ratifies,all actions of the City Manager taken to date in the negotiation and execution of the following entitled documents presently held in escrow, copies of which are on file with the City Clerk: 1. "Letter of Intent" dated April 6, 1976; i RESOLVE AUTHORIZING AND RATIFYING THE EXECUTION OF AGREEMENTS PERTAINING TO FUEL STORAGE, SALE-, AND DISTRIBUTION AT BANGOR INTERNATIONAL AIRPORT WHEREAS, the City Council of the City of Bangor passed Council Resolve 176AD authorizing the City Manager to execute a letter of intent by and between the City of Bangor and Exxon Corporation continuing the operation of Bangor International Airport should the Bankruptcy Court approve the settlement agree- ment until such time as new documents are executed which cancel,.. supercede,and replace existing agreements; - WHEREAS, the City Council of the city of Bangor passed Council Resolve 175AD'authorizing the City Manager to execute a settlement agreement by and between the Trustee of Trans -East Air, inc., Depositors Trust Company, City of Bangor, and Exxon Corporation in settlement and compromise of all past, present, and potential. claims and causes of action between and among the aforementioned parties, and for the sale Of all fixedbase operating assets free and clear Of all liens to the City of Bangor and Exxon Corporation, jointly; - WHEREAS, the Settlement Agreement was consummated between the aforesaid parties and filed with the Bankruptcy Court May 6, 1976, and thereafter, was approved by the Court in its "Memorandum Order Approving Compromise" dated May 18, 1976; NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BANGOR THAT: The City Manager be and hereby is authorized to execute, and the City Council hereby ratifies,all actions of the City Manager taken to date in the negotiation and execution of the following entitled documents presently held in escrow, copies of which are on file with the City Clerk: 1. "Letter of Intent" dated April 6, 1976; 2. "Settlement Agreement, Stipulation of Discontinuance of Adversary Proceedings and Two Plenary Actions, and Agreement of Purchase and Sale of Debtor's Business and Substantially All Its Assets to City of Bangor and Exxon for the Cash Price of $1,300,000". dated April 6, 1976;' 3. "Fuel Storage and Handling Facilities Agreement" dated June 3, 1976; 4. "Agreement Amending Fuel Storage and Handling Facilities Agreement dated June 3, 1976, Between the City of Bangor, Maine, and Exxon Corporation" dated June 24, 1976; 5. "Fuel Storage and HandlingFacilities Operating Agree- ment' dated June 9, 1976; 6. "Agreement Amending Fuel Storage and Handling Facil- ities Operating Agreement between Exxon Company, U.S.A: and the City of Bangor, Maine" dated June 24, 1976; 7. "Aviation Fueling Agent Agreement" dated June 9, 1976; 8. "Agreement Amending Aviation Fueling Agent Agreement dated June 9, 1976 between Exxon Company, U.S.A. and the City of Bangor, Maine" dated June 24, 1976; 9. "Memorandum of Lease" dated June 24, 1976; 10. "Credit Card Sale Imprinter Agreement" dated June 24, 1976; 11. "Bill of Sale of Mobile Equipment Exxon Company, U.S.A. to City of Bangor" dated June.24,-1976; 12. "Bill of Sale" of other equipment to be dated June 29, 1976; 13. "Memorandum Agreement of Cancellation of Certain Documents Conveyed to the City of Bangor and Exxon Corporation as Co-owners by George W. Fort, Jr., Trustee of Trans -East Air, Inc." to be dated June 29, 1976; STATEMENT OF FACT This resolve would ratify and authorize the City Manager to execute documents pursuant to the settlement of the Chapter X Reorganization Proceedings of Trans -East Air, Inc. Upon receipt of $1,300,000,the Trustee of Trans -East Air, .Inc. conveyed t0 the City of Bangor and Exxon Corporation, jointly, all assets purportedly held by Trans -East Aix, Inc, and/or the Trustee at Bangor International Airport. This resolve would authorize the consummation of the arrangement between the City of Bangor and Exxon Corporation in which Exxon Corporation will be the fuel supplier at Bangor Internat- ional Airport and the City will, among other rights and duties, assume the role of fixed base operator. EATON, PEABODY, BRADFORD 6 VEAGUE COUNSELLORS AT LAW SIX STATE STREET BANGOR, MAINE 09901. June 25, 1976 John Ballon, Esq. Mitchell, Ballon 6 Keith One Merchants Plaza Bangor, Maine 04401 Re: City of Bangor Proposed Contracts with Exxon Corporation Dear John: The purpose of this letter is to outline the agreements and amendments thereto to be entered into between Exxon and the City of Bangor pertaining to Bangor International Airport and to serve asa guide in the presentation of the resolution to be considered by the City Council Monday evening. This morning we resolved the few items which remained. open for negotiations between Exxon Corporation and the City. .You were present during the consideration of the indemnity provisions running from the City to Exxon and have had an opportunity to review the Certificates of Insurance. evidencing, in essence, that Exxon msintains coverage for the City a its dealer and fueling agent, and itself for casualties involving the fueling operation at the Airport. After requiring the City to maintain certain minimal coverages, Exxon provides coverage - n the amount of $20,000,000 with regard to the fixed -base operation, and $100,000,000 with regard to the City's handling of fuel as Exxon's fueling Agent. _ - - Basically, the City will play four different roles at 'the Airport. First, the City will be the landlord providing physical plant both for utilisation by passengers and customers, and for storage and distribution of fuel. Second, the City will be the operator of the fuel storage and handling facilities. _ Third, the City will be the fuels agent; and fourth, the City will be the FEN under the Aviation Dealer Product Sales Agree- ment. • EATON. PEgOODY, BRADFORD 6 VFAGUE John Ballon, Esq. June 25, 1976 Page 2 These agreements were negotiated pursuant to the terms of the Letter of Intent previously approved by the City Council,. and executed by the City and Exxon. With the exception of the Lease which, with extensions, could carry through the year 2003, the Agreements are of relatively short term. For example, the agreement whereby the City will be the operator Of the fuel storage and handling facilities is for a one-year term with automatic renewal provisions if the required notice of termination is not timely given. The same is true with regard to the agreement by which the City will be the fueling agent. The FAO Agreement has a term which runs into 1983. However, all of the agreements are structured with the recognition from Exxon that the City is to remain flexible in arranging for the performance of some or all of the former FBO fueling agent services by private parties, so that such changes can be readily effected. Presently all fueling equipment to be provided by Exxon under the mobile equipment lease to the fixed -base operator and fueling agent is without charge. It is understood, however, that Exxon will have the option to charge the City for use of several items of fueling equipment when and if the present FEA regulations are removed. In addition to the five basic agreements pertaining to the four separate functions of the City, there are bills of sale whereby Exxon sells certain non -fueling mobile equipment to the City for the $42,000 price agreed upon in the Letter of Intent. The other bill of sale conveys to the City Exxon's interest in Trans -East equipment that, as a part of the settlement, was conveyed jointly to Exxon and the City. Finally, there are two further agreements which should be included in the Resolve. These agreements, which were inadvertently omitted are: U .� 14. Aviation Mobile Equipment Lease dated June 9, 1976 av�., Q1415. Exxon Company, U.S.A. Aviation Dealer Products Sales Agreement dated June 9, 1976. If you have any questions, please call me at 947-0111. Very truly yours, EATON, PEABODY, BRADFORD 6 VERSUS M cc: City Council TNB:cl