HomeMy WebLinkAbout1976-07-26 314 AD ORDER334 AD
Introduced by Councilor Soucy, duly 26, 1916
CITY OF BANGOR
(TITLE.) Mrba,_.Author 1 ing Beacons f x q, ure f Lease wicn s
international
By As My Coaa43 of the My of Banger:
ORDERED.
TEAT the City Manager is hereby authorized and directed, on behalf
of the City of Bangor, to execute an Indenture of Lease with authorized
representatives of Beacon Motor Company, of Bangor, a true copy of said
Indentire being om file in the office of the City Clerk and made a part
hereof, for purposes of leasing Lot No.. 9 located. in the B.I.A. Commercial/
Industrial park, Bangor international Airport, to said Beacon Motor
Crnnpany.
STATEMENT OF FACT! The purpose of this Coder is to provide for final
approval of an agreement providing for the lease of Lot No. 9 in the
w Commercial/Industrial park at Bangor International Airport to Beacon
Motor Company. The _lease has been reviewed and approved by the Airport
Committee of the City Council.
r
IN CITY COUNCIL 319 AD
Jury 254. 1976
Indanture,of Lease amended a q
per -att hed[ andum As - _ 0 4R;D E R 2�
am�enyded-, Passed.
(/�... y _ Tice
cxxx.c I -`RECEIVED
A to '[9 e. tin of Ienta[e CITY OF BANGOR
.... w........4.4..4.4
CITY CLERK'S OFFICE
o£ Lese vitn Beacon nxo[ Compay -
Bangis az PH a 47B3ngorinternational Airport.
' In4ed,7
' MSMaRAImuM
July 26, 1976
TO: Councilor Cennia Soucy
FR@9: Robert E. Miller, City Solicitor
RB: Council Order 314 AD' --Beacon Motor Company Lease
On the agenda for tonight 'a meeting is an item which hopefully
will be adopted by the Council without any problems, As sponsor of the
em, I am asking, on behalf of the attorney representing one of the
financing institutions involved in the matter, for a few m changes
in the lease agreement which is attached to the order. Th[changes
were
not brought to my attention until Friday afternoon, after the item
had gone n the agenda. _
(1) on page 9, Article XIV, the cast to the last sentence
should be deleted. The Article, as originally proposed, hes been most -
fled to require improvements to be restored to their state and condition
a
they were prior to the c e
casualty, in accordance with planaas may
be approved by the City. Provision dor thin requirement is found in the
prior sentence. Therefore, this particular sentence is extraneous.
(2) on page 12, Article, %VIII, 5th flat, it has been requested,
that the word 'interests" be made singular: interest! . '
(3) - On page 13, Article R%, the 12th line, the last word should
read transferee.
(4) On page 14, the last paragraph of Article ST should be
amended as follows;
Lesson agrees to enter - tars -am-agreement-with -as id-eeeegagee,
-eevegive
ewritten roticert-teems-anyamort-heee, ashawl
agree -re ery written Mice to said no notice
if assignee
or tsfer of which it thaser written notice £F if this
defaults any of the teras and conditionsof this lease,
and teeeee-(Matt-agree-with-egad-e, assignee
or tgme-ee
seals€have-ahpertine-aaltl thirty
(30), ays afte o transferee
shell haved period of thirty (30) days aft( receipt of said
notice tocare
nature
default, provided, however, 30) amara a
default by Its gree, takes tenger than thirty (30) days to
such mortgagee assignee transferee dee shall be given
the eright
ays to commerce the aforesaid,
a such default within thirty
(30) days after aforesaid, end, to cute such default
within aaonable period of time thereafter. Lessor shall
also agreeswith that said mortgageeassignee r transferee,
that in the event that certain defaults of Lessee are incapable
of being cured by such mortgageeassignee r transferee, and
if Lessor terminates this lease because of such incurable
default, then a use lease WL11 be executed by Lessor with said
mortgagee, assignee or transferee as Lessee, upon the same terms
and conditions as are contained in this lease. Lessor shall
also agrees with such mortgageeassignee r transferee that no
change, modification, agreement,amendment, termination, or
surrender of the said lease shall be effective without the prior _
written consent of such mortgageeassignee or transferee.
(5) On page L6, Article XXI, second line, should be amended
to read as follows:
"... the taking of or an injury......
To the same paragraph, llth line, the ward "conddemnation"
should be amended to delete one "d".
I apologize for not getting these changes included in the original
filed with the City Clerk. However, they came to my attention after the
deadline for filing items for the agenda. This particular lease, agreement
has involved a lot of discussions and negotiation. it no appears inmorder
for execution.
INDENTURE OF LEASE
� THIS INDENTURE OF LEASE, executed in duplicate, this day
of , 197 by and between:
CITY OF BANGOR
'a body politic and corporate, duly organized and
existing under and by virtue of the laws at the
state of mine} and being Coteted in the County
of Penobscot, State of Maine (hereinafter sometimes
referred to as "Lessor")
AND
BEACON. NOfDR CUIPANY
1.
orporation duly organized and existing under
and by virtue of the lave of the State of Maine
and having a place of business in the City of
Bangor, County of Penobscot, State of Maine
(hereinafter sometimes referred to as "Leasee")
fWI T N E S S R T H:
IHERIAuS, the City of Bangor is the oxaer of an airport co®only
:known as'8aagor International Airport", formerly known as Dow Air Force Base,
and locatel in the City of Bangor, County of Penobscot, State of Maine
(heretnafter sometimes referred to as the "Airport"); Ind
NREREAS, Lessee desires to lease certain proposes at the Airport
for purposes of construction, operation and maintenance of an automotive
sales and service agency.
auk
YdW, THEREFORE, the parties do mutually agree as follows:
ARTICLE I
The'Lessor, 'f for and ih'dnaideration oc"the rens to be paid and
the obligations to be perforned by Lessee as hereinafter provided, does
hereby deriee and lease unto Leasee, and the Leasee does hereby demise, lease,
take and tire, upon, in its present condition and subject to the conditions
hereinafter expressed, a parcel of land located at Bangor International
Airport. Bangor, Maine, shown on a plan attached hereto as .Exhibit "q", -and
further desetibed, via:.
Lot No. 9, plan of B.I.A. Conmercfal/Indust_ial
Park, dated June y, 1976, recorded in File Noe.
D-626-06 and D-626J6A, Penobscot Registry of
reede.
l
ti
i ARTICLE II
BEEN
TO HAVE ANO TO FOLD the demised promisee unto the Lessee for the
term of thirty (30) years, commencing oa the first day of August, 1976, and
I'. terminating on the last day of July, 2006.
ARTICLE III
COPTUTATION OF ANNUAL RENTAL
A. Lessee covenants to pay to the Lessor as a rental each and
every yearn during the term of this lease for the premises Leased hereunder
an amount of money, which shall include a pro rata Share of development costa
incurred by the bisect In respect to said promisee, as follows: For the
first air ;6) months of the initial term hereof, to wit( August 1, 1976 to
January 31, 1977, a monthly rental of Onc Modred ($100.00) Dollars; for
the next fourteen (14) years six (6) months of the initial term hereof, to
wit: February 1, 1977 to July 31, 1991, a monthly rentaL of Five Hundred
Righty ($580.00) Dollars; for the next rive (5) year& of the. initial term
hereof, to wit: August 1, 1991 to July 31, 1996, a monthly rental of Seven
.Hundred anal Fifty ($750.00) Dollars; for the leer ten (10) years of the
initial term hereof, to wit; August 1, 1996 to July 31, 2006, a monthly
rental of Joe Thousand Two Hundred ($1,200.00) Dollars. All rentals during
any extension
nsion of this agreement shall be determined in accordance with
Article XXii of this agreement.
B. All rentals required hereunder shall be paid in advance, on
the first business day of each .math during the Lnit:al term of any
extension thereof. Leasee aha LL pay all rentals hecei.n required, without
prior demand therefor, In lawful money of the United. States at the address of
the lessoras herein set forth of at such other place at-, Lessor shall
dee Equate.
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ARTICLE IV
I
TABCS
Lessee agrees topay, when due, all rssee end aeaeeamente, as may -
�' be imposed by a" governmental authort the demised
ty upon premises, any
buildings, structures or improvements thereon, during the cerin hereof or any
extension of the term Of this lease. Lanham further agrees that It does
i� hereby waive all right or privilege of exemption free municipal taxation of
the demised premises, buildings, structures or improvements thereon, as Say
be avaitah:a by reason of Lessor's status as a municipal corporation, or by
reasonof chs. use of Bangor Internacional Airport an a public airport, or for.
any Other reason whatsoever; and that the City of Bandor, in its capacity as
a Losing authority, may assess all taxes as would othevwiae be applicable to
the demised premises, buildings, structures or improvements thereon, as if
such exemption did not exist; provided, however, than .notwithstanding any
provision Mrein contained, Lessor agrees that Lessee shall have the right to
contest theamount of such taxes Or assessments Imposed upon the demised
premises or any building, structure or improvement thereon.
ARTICLE V
USE, OCCUPANCY AND P@ROVBMBNf OF PREHISBS
A. Lessee shall we, OccWY and maintain the premises herein
demised for purposes of constructing, operating and maintaining a building to
he built by Lessee at its own cont; and said premises shall be used, occupied
and mafntaixd as stated herein, for no other purposes whatsoever without the
prior expressed written consent Of the Lessor, which consent will not be
unreasonably withheld. It is understood and agreed between these parties that
said building to be built and used by the Lessee hereunder shall be used in
its operation of an automotive sales, rental, and sena L -e business. The
Lessee shall have the right to use its promisee in accordance with the
generally a cepted purposes of selling and us
renting new and ed vehicles and -
parts and providing services to same, including out-Of-doorstorage and
display of said vehicles.
B. All buildings, structures or improvements on the demised
premises
shall be in accordance with Site plan Standards attached hereto as
Exhibit 'T" and with asite plan and design and construction plana submitted
3
to Lessor by Lessee and approved by the Airport Committee of the City of
II
Bangor. M'ovided that the standards set by the Lessor for the bdivisioa
are piled with and all laws, ordinanceg and regulations am met,saw
approval shall not be unreasonably withheld Within minty (90) days from
the date of commencement of this lease, Lessee agrees to submit such plane
P to said Committee for their approval. Within thirty (30) days thereafter,
said Committee shall notify Lessee in writing of its approval of such plans
or requested modifications. Said modification shall be submitted on
final, revised plan to said Committee for approval within thirty (30) days
of said not. ice. Within thirty (30) days of the receipt of the said final,
revised plan, said Committee shell notify Lessee of the approval or dis-
Approval of same. Within sixty (60) days from the dateof receipt of final
approval of said plane, Leasee shall commence conscructicn. Lessee further
agrees to .complete construction, including all required landscaping, on
before August 1,19)1• In the event Lessee fails to complete construction,
;ISI including landscaping, on or before August 1, 1977, Lessee agrees to pay to
Lessor a penalty of two Hundred ($200.00) Dollars per month in addition to
ill all reatalr and other charged under this Agreement to be paid by Lessee;
said penalty to continue on a month-to-month basis tntll all required ,
construction, including landscaping, is completed. Said place as finally.
approved shall be attached to this agreement as Exhibit "C" and shall there.
after be a part hereof, if Lessee does nota rept the modifications proposed -
by said Comittee-, then, within said thirty (30) day period, Lessee may
elect to brmimte this lease by giving written notice of such election to
Lessor. Unless the parties otherwise agree, the failure by Lessee to submit
the final, revised plan within said thirty (30) day period shall be deemed to
be an election by Lessee to termimte this. lease. Iv the event of such
I election, neither party shall have any further rights w liabilities against
the other.
'. C. Ie computing the time the parties are Obligated to act as set
forth in this Article, there shall be excluded all delays due to strikes,
Lookouts, Ac.s of God, massive civil disobedience and the public enemy, o
by order of direction or other interference by any municipal, state, federal,
or other governmental department, board or commission having jurisdiction,
or other causes beyond the control of the parties.
D. Lessor, through its agents, shall have aL all reasonable times
access to go upon and inspect the demised premises, any buildings, structures
or improvmwnts thereon, with an authorised representative of the Lessee.
69
II ARTICLE VI
MCMNICS' IIENS
Tha Lessee agrees to promptly discharge (either by payment or the
filing of a, necessary bond or otherwise) any mechanics`, materialnes's o
other liens as may be placed against the demised premises, a" buildings,
structures or improvements thereon,. which liens may arise out of any payment
due for labor, services, materials, supplies or equipsent which may have been
furnished to or for the Leasee. provided, however, the Lessee at its option
Shall have the right to contest the validity or justice of any such liens
before pay,m the same, and to postpone payment thereof until final
Leterminatio'a of any such proceedings.
Title to the buildings, structures and Improvements constructed on
the demlaei premises during the term of this lease, or any extension thereof,
shall be in the Leasee, aha during such term or extension thereof, the Leasee -
shall have the right, at its sole expense, Co demolish and remove any and all
buildings, Structures and improvements and other personal property erected o
located on the demised premises. Upon the termination of this lease, the
buildings,: structures and improvements and other personal property erected or
located upon the demised premises by the Lessee Shall remain the property of
the Lessee, and the Lessee shall have the right to remove the same from the
demised pr,mises within sixty (60) days from the date of the termination of
this lease. any such property not so removed within Said sixty (60) day -
period, shall become the property of the Lessor to be disposed of in such
way as it may be deemed fit. In the avant the Leasee elects to remove said
buildings, structures, and improvements and other personal property, the
land shall be returned to as near as possible its condition as of the
commencement of this lease, ordinary near and tear excepted.
� c I
I, ASTICLE VIII
SURRENDER OF POSSESSION
Subject to theprovisions contained. In Artictn VII, the Lessee
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ARTICLE VII
TITLE
TO
BUILDINGS.
STRUMURES APED
INIH OVEMENTS
Title to the buildings, structures and Improvements constructed on
the demlaei premises during the term of this lease, or any extension thereof,
shall be in the Leasee, aha during such term or extension thereof, the Leasee -
shall have the right, at its sole expense, Co demolish and remove any and all
buildings, Structures and improvements and other personal property erected o
located on the demised premises. Upon the termination of this lease, the
buildings,: structures and improvements and other personal property erected or
located upon the demised premises by the Lessee Shall remain the property of
the Lessee, and the Lessee shall have the right to remove the same from the
demised pr,mises within sixty (60) days from the date of the termination of
this lease. any such property not so removed within Said sixty (60) day -
period, shall become the property of the Lessor to be disposed of in such
way as it may be deemed fit. In the avant the Leasee elects to remove said
buildings, structures, and improvements and other personal property, the
land shall be returned to as near as possible its condition as of the
commencement of this lease, ordinary near and tear excepted.
� c I
I, ASTICLE VIII
SURRENDER OF POSSESSION
Subject to theprovisions contained. In Artictn VII, the Lessee
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shall, upon the termination of this lease, surrenderthe quiet and
peaceable possession of the demised premises. rl
"TIME IS
BULBS, BBGULATIONS AGO LAWS
A. The premises herein leased are located upon the property of the
Lessor arO :olmonly known as Bangor International Airport. Therefore, the
Leasee heraby agrees to obey and observe, add to cave. all personnel employed .
by the Lessee to obey and observe, all municipal ordinances, State and
Federal laws pertaining to the operation of said Airport and Lessee's one sodoccupancy of the demised premises. In addition, Lassos Shall obey add observe',
and cause all personnel employed by the Leasee to obey and observe all
reasonable orders, rules and regulations of the Airport Manager not incons£B-
tent with this lease or with the aforesaid rules add regulations which are
uniform, and apply to all tenants, invitees add users of the Airport and
their emplayees.
B. The Lessor retains the continuing right in the leased premises
to prevent the erection or growth of any building, structure, tree, or other
object extending into the airspace above 342.4' Mean Sea Level, and to remove
from said airspace, o n
at the sole option of the Lessor, as alternative,
to mark ani light as obstructions to air navigation, any such building,
re
structure, x r other object new upon, or which in the future may be
upon Leasee'aproperty together with the right of ingress to, egress from,
and passage over Lessee's property for the above pnr
posse. Further, Lessee
will not use or permit or Buffer the one of the leased property in such a
manner as to create electrical interference with radia communication between
any installation upon the airport and aircraft, or as to make 1t difficult for
'.� flyers to distinguish between airport lights add others, or as to impair
visibility In the vicinity of the airport, or as otherwise to endanger the
Sanding, taking -off or maneuvering of aircraft. Further, feasor retains
a right foo the passage of aircraft ("aircraft" being defined as. any
contrivance now known or hereafter invented, used, or designed for navigation
of or flight in the air) by wbatmoever owned and operated, in the. airspace
-above the property above 342.4' MSL to an infinite height together with the
right to cause in all airspace above the property such noise, vibrations,
aures, duet, fuel particles and all aftereffects that mag be caused by the
operation of aircraft leading at, or taking -off from, or operating at or on
the .airport and Lessee does hereby fully valve,r¢mise and release
any right
or cause of action which they may my have o wh1tM1 they may haveIn the
�I future against Lessor due to such mise, vibrations, forma, dust, fuel.
particles, and all other effects that may be caused by the operation of
aircraft landing at or takirg-off from or operating at or on the airport.._
It is specifically understood and agreed that nothing herein
contained shall be construed as granting or authorizing the granting of i
exclusive. r'ght within the meaning of Section 308 of the Federal Aviation
Act.
ABI= %
UNITED SMITHS BIGHTS
It 1s understood and agreed that Lessor's title to said premises
and the operation of Bangor International Airport 1s subject to certain rights
in the United States of America, and this agreement is made subject to any
such rights; provided, however, the letter of the Federal Aviation Mmini-
aeration iFAA), an agency of the United States, attached hereto as Watiibit
V", is hereby incorporated into this agreement. It is expressly stipulated
by the parties hereto that the execution aha delivery of said letter by the
FAA is a condition precedent to the execution aha delivery of this lease by
Lessee, and but for the execution and delivery of said letter by the FAA, the
Lessee would not sign this lease. In the event the United States of America
ij or any agency thereof should exercise any such rights In or to the leased
premises by reason of a default or breach of other ob}.igation of the city to
said United States of America, and due to no fault of the Lessee, then the
Parties agree that the United States of America any assume the benefits to
accrue to the Lessor hereunder.
ARTICLE xx
BIONS
nh Lessor recognizes the need of the Lessee to provide reasonable
signs in conjunction with the we, occupancy aha maintenance of the leased
premises by the Lessee and to that em agrees that the original plans and
specifications to be submitted by the Lessee to the Lessor an Exhibit "C"
imorporato such signs subject to their being in compliance with the
requirements of day governmental agency, including such requirements as may
be imposed by regulation of the Federal Aviation Administration and the Sign
Ordinance of the City of Bangor, and the approval of the Airport Committee
of the Leseo':.
ARTICLE XII
II
i NONOISCRL4IN4TION
�I L Lessee in the use am occupancy of the leased premises shall
not on tha grounds of sex, , color, creed or national origin. of any.othei
I� manner prohibited by lawn diserdnlnete or pewit discrimination against any
person or group of persons in any mannan
B. Lessee for itself, its personal representatives, successors
in Interest and a signs, as a part of the considerations hereof, does hereby
n covenant and agree as a covenant running with the lam test (1) no person o
the gxounm of race, color, or national origin shall be excluded from
patticipa_ion in, denied the benefits of, or be otherwise subjected to
disertminotion in the use of said demised pveeises; (2) in the construction
of all Improvements, buildings, structures, on, over or under such land and
the furnishing of services thereon, no person on the grounds of race, color
or national origin shall be excluded from participation in, denied the
benefits of, or be otherwise subjected to voiceful discrimination; am (3)
Lessee shall see the promisee in compliance with all other requirements as
may be Imposed by or pumsuant to Title 49, Code of Federal Regulations,
papaxtment of Transportation, Subtitle A, Office of the Secretary, Parc 21,'
NondiserttLstfon in Federally -Assisted Programa of the Separtarat of -
Txansportr]ion - Affectnation of Title VI of the Civil Rights Act of 1964,
and as said regulations may be amended. In the event of breach of any of the
above non-discrimination covenants, the Lessor shall here the right, after
failure of Leasee to rectify such breach Ovinia thirty (30) days after
receipt of notice from Lessor, to terninaee. this alleemiLt_
ARTICLE %LII
COVENANT OF QUIET ENJOYMENT
The m
Lessor, subject to the tae and provisions of this lease, on
payment of the rent, am observing, keeping and performing all the Gema and
provisions of this lease on its part to be observed, kept and performed,
shall lawfully, Peaceably am quietly have, hold, occupy am enjoy the
demised ptemiees during the cera and any extension hereof without hindrance
or ejection by the Lessor or any persons lawfully claiming under the Lessor.
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Tao Lessor covenants that at the commencement of the term and
any extension thereof, it has good title to the demised premises except; for
the rights of the Mired States of America, ea more fully described in
Article X, and that it has compl led with all applicable local, state and
federal Lend use laws and regulations, including but not limited to the Local
and State subdivision laws and the State site locatibn law.
ARTICLE XIV
DALNGR BY :'IRE OR OTHER CASdJdlV
Lessor covenants and agrees that in the event of destruction or
damage of the improvements on the leased premises, or any part thereof, and a
often as the improvements shall be destroyed or damaged, by fire or other
casualty, the Lessee shall have the right, but not the obligation to rebuild :
and repair the improvements for occupancy. If Lessee [,leets not to rebuild
and repair. Leasee shall have the option to terminate this lease and shell s
notify Lessor within one hundred and twenty (120) days after said fire or
other casm.lty. In such event Lessorshall have the right, after notice to
Lessee, to cause Lessee to demolish all structures to ground level, remove all
foundations and to remove all debris from said demolition and removal free the
.� demised premises. In the event Leasee does not elect to ea terminate, Leasee
shall within one hundred and twenty (120) days of said fire or other casualty,
give notice to Lessor of such election. All improvements shall be restored to'.
their state and condition prior to said fire or other casualty, or shall be
onstructea in accordance with plane approved by Lessor. In addition, all
improvements .will be approved and constructed in accordance with Article V of
this agreement. Any insurance proceeds, In any event, shall be paid to Lessee.
ARTICLE XV
LIABILITY ALT PROPERTY DAMAGE INSURANCE
-- The Lessee at all tLess during the term or extension thereof of
this lease shall carry public liability and property damage insurance satis-
factory to meet the approval of the Lessor with ammany authorized to do
business in the State of Maine insuring the Lessorandthe Lessee as the
insureds therein against any and all losses or claims arising out of the
operation of the Leeeee'¢ business on the demised premises or any flet or
omission of the Lessee, its agents, servants, employees or invitees.
SD
Certificates of said policies of public liability and property damage
imutance shell be filed with the City Clerk. Such imurance shall afford 1'
I,I protection in minimum limits ofliability of $500,000 fm injury or death
t0 any one person and $1,000,000 for injury or death t0 more than one
.. person, and $50,000 with respect to damage to propevty. All such insurance
may be covered by a blanket policy of Leasee.
ARTICLE XVI
INDj EMNITY
Lessee shall indemnify andsawharmless the Lessor and all of its
employees and agents from and against any and all claims, liability, damage,
expense, cause of action, suite or judgments, by or on behalf of any person
or person, firm or firms, corporation or corporations arising from the use,
occupancy, conduct or management of, or from any work or thing whatsoever
in or about the demised premises by the Leasee, or any representative,
i� invitee, officer, employee or agent of Lessee.
C
ARTICLE %VII
t,
DEPADLT _
C is covemnted and agreed that:
(1) If the Leasee Shall neglect or fail to pay the rent o
other chargee payable hereunder and such default shall continue for a period
-� of thirty (30)daysafter written notice thereof by lesser; or. ...
(3) If Lessee shall neglect or fail to perform or observe any of
the other covemnts, terms, provisions, or conditions on its part to be
performed, or observed, and such neglect or failure shall coatinue for a
period of shirty (30) days after written notice thereof by Lessor; or if
such covenants, terms, provisions orconditions ca not be performed or
observed within said thirty (30) day period, if Lessee fails to diligently
Prosecute the curing of such neglect or failure; o
(3) if the estate hereby created shall be taken on execution or
by other process of law; or
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(4) If the Lessee Shall be declared bankrupt or insolvent
accordinb to law; or
(d) If any assignment shall be made of the property of the Leasee
for the benefit of creditors{ or
(6) If a receiver, guardian, conservator, or trustee in bank- _
xuptcy or other similar officer shall be appointed to take charge of all o
waysubstantialpart of the Lessee's property by a Coast of competent
jurisdiction{ or
(7) If a petition shall be filed for aorganisation of the
does under provhsionenf the bankruptcy act w os, hereafter Sneered{ or
(8) If the Lesseeshall file a petition for such reorganization
or for arrangements under any provision of the bankruptcy act now or here-
after counted, then, in any of the said .cases (notwithstanding any license
of any former breach of covenent or waiver of the benefit hereof or consent
i� 1n a forme instance), the Lessee may be considered in default hereunder, and _
the Lessor lawfully may, immediately or at any thus chereaftex, and without
.. demand ornot ice, enter into add upon the said premhsas or any part thereof,
in the owes cf the whale and repossess the Isms, as of the Lessor's former
estate,and expel the Lessee and those claiming through or under it and
r remove its or their effects (forcibly if necessary) without being deemed -
guilty of any cancer of trespass, and without prejudice to any remedies
which might otherwise be used for arrears of rent or preceding breach of
covenant, and upon entry as, aforesaid, this lease shall terminate, and the
Lessee covenants and agrees to pay and be liable for the days originally
fixed herein for the payment thereof, amounts equal to the several install-
ments of rents and other chargee reserved as they would, under the terms of
this lease, become due if this lease had but been terminated or if the
Lessor had not entered o entered as, aforesaid. Notwlthatateiug the.
foregoing, beasts's liability shall Out exceed the difference, if any,
between the rental which would have been due for Such month Led there been
no such termination, and the amount being received by. Lessor as, rent from
occupants of said premises. In order to mitigate Lessee's damages hereunder,
Lessor agrees to make every reasonable effort to secure Subsequent tenants,
at a rental equal to the prevailing local rate for the demised premises. -
]f Lessor shall default in the performance or observance of
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any agmeement or condition in this lease contained on. its part to be
�I performed or observed, and if Lessor eha11 not cure such default within
li thirty (Joi days_ after action from Lessee specifying the default (or shall
cot within said period coameme to cure each default and thereafter prosecute
the curing of such default to completion with due diligence), Leasee may, at
its option, without waiving any claim for damages for breach of contract,, at
any time thereafter terminate this lease.
ARTICLE XVIII
i' AMRRBY'S FEES
The Lessee shall pay to the Lessor a reasonable attorney's fee i
the event the Lessor employs an attorney to collect any rents due hereunder
Iand secures a judgment In connection with collection of said rent, or to
IS protect the interest of the Lessor in the event Lessee is adjudged a bankrupt,,'
r Legal pac..ess is levied upon the fotsmsts of the Leasee in this Lease or.
�j 1n said premises, or in the event Lessee violates any of the terms, conditions]
or covenania on the part of the Lessee herein contained, provided said Lessee
fails to pror@tly correct the violation of a" term, condition or covenant
after receiot of notice that it is in violation thereof. Lessor will pay to
Leasee area
eonable attorney's fee if Leasee employs. an attorney in the event
that Lessor violates any of the terse, conditions or covenants on the part of
the Lessor herein contained, provided said Lessor fails to promptly correct
the violation of arty .farm( condition or covenant after receipt of notice that
�I it is in violation thereof.
ARTICLE XLY
ASSIGNMENT SALE AND SUBLETTING
The Lessee shall act at any time assign, sell, convey or transfer
this lease a, any interest therein, or sublease n sublet or rent the
premises, pr a" part thereof, without the prior written consent of the
Lessor, wh:.ch consent shall not be unreasonably withheld, provided that;
L. Lessee shall notify the Lessor of the came and address of
such assignee, buyer, subleases, r tenant, and its principal offices.
-12-
2. A" agreement between Leasee and such assignee, buyer, sub.
' lessee, os tenant, shall require compliance by Such party, its off Lcers,:�.
employees aid invitees with the obligations on the part of the Lessee to;.
be performed.
3. Any revisions in use of the demised premises, or in site plans 1
and building layout and design to provide for the use, occupancy or accesses -
dation of said assignee, buyer, subleases or tenant be first approved by the
�i Lessor's Airport (b®ittes in conformance with sxtic:e y of this agreement.
4. All rentals of Land by or an any assignee, buyer, sublessee or
tenant will be at a rate no greater than that charged to the Leasee hereunder.'
Lessee shall have the right to assign this lease to any corporation
with which it may have become merged, consolidated, or otherwise associated,
l
r say co ratioor holding company having the controlling interest in .the
it Leasee, or
to any corporation which may be a subsidiary of the Lessee. In no
'f veno shall the Leasee named herein be believed from any obligations under
this lease by virtue of such assignment or subletting.
ARTICIS %%
j FINANCING :PFECfING DWISED PRMISES
Lessor is cognizant of the need of Lessee to finance the construction
of buildings, structures and improvements on the deprived premises, and there-
fore, notwithstanding any provision contained in Arc".cie Arx to the contrary,
'
specifically agrees to permit the Leasee Co moi [gage, sssign or transfer its
leasehold interest in the demised premises for the purpose, of obtaining
nstruetfon and permanent loan financing for the said buildings, structures
and impruvsuects, provided: (1) the term of such mortgage, assignment or
transfer shall Out exceed the Initial term hereof; (2) Leasee shall give
Ali notice of tooexistenceof such mortgage, assignment or transfer, together
with the Owes and address of the mortgagee, assignee or transferee and a
copy Of the mortgage, assignment or transfer document; (3) that In the event
of foreclosure, and in the event that said mortgagee, assignee or transfer
shell becomz the owner of the Lessee's interest pdYevanc to such foreclosure,
�I said mongageae., assignee or transferee shall have the right Co take possess -
Lon and shall xcnma the. Legal owner and holder of the leasehold estate
created herr.nnder and shall hold such estate .upon the sameterms and conditions
as held by Lersee from which such mortgagee, assignee or transferee acquired
possession, but in such event, said mortgagee, assignee or transferee shall
only be Liable under the terms and conditions hereof during the period of time
in which said mortgagee, assignee or transferee holds such estate, and Out
-13-
1", I
thereafter, nor shall said mortgagee, assignee or trenefeibe liable for
itany defaults under the terms o conditions hereof which arosebefore said
estate becare vested in said mortgagee, assignee or transferee; (4) thaE
the existence. of such mortgage, assignment or transfer, or any foreclosure
by a mortgagee shall not relieve the Leasee from any liability Or couponsI
bility, of the obligations oh its part to be performed.
�I Lessor agrees to enter into anagreement with said mortgagee,
assignee or transferee, by the terms of which Leeeor Shall agree to give"
wt itten notice to said mortgagee, assignee or transoeree if Lessee defaults
under any of the terms or conditions of chid lease, and Lessor shall agree
with said mortgagee, assignee or transferee that the said mortgagee, assignee`.
or transferee shall have a period of thirty (30) days after receipt of said
notice to core such default, provided, however, that where a default by"its
nature takes longer than thirty (30) days to core, sich mortgagee, assignee.
or transferee shall be given the right to commence the curing of Such default 'i
within thirty (30) days after notice aforesaid, and to cure such default.
within a reasonable period of time thereafter. Lossot shall also agree with
said mortgagee, assignee or transferee Chat in the event that certain
defaults of lessee are incapable of being cured by such mortgagee, assignee
or transfe,ee, and if Lessor terminates this lease because of such incurable
&fear, Cwn a new lease will be executed by Lessor with said mortgagee,
assignee or transferee as Lessee, upon the same teran and conditions as are
contained in this lease. Lessor shall also agree with such mortgagee, assig-
use or transferee that no change, modification, agreement, amendment,
termination, or surrender of the said lease shall be effective without the
prior written consent of such mortgaged, assignee or trauferee.
AICfICLS xxi
HAINNNT MMAIN
A. Condemnation' Separate Awards. If during the term of this
Lease or any extension thereof the demised premises, the improvements thereon
or any portina of either are condemned or taken by any governmental authority,
or by any r. ration having the paver of eminent domain, Lessor and Lessee
agree to request the courts in such condemnation proceeding to make separate
awards to lessor and Lessee as to their respective interests in the demfeed
premises. If for any reason the court is unwilling or unable to make separate
awards, Lessor and Lessee agree that the one award shill be equitably appor
toned between them, as hereinafter set forth, to .reflect their respective
Interests in the demised premises.
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B. Taking of Demised Premises; Tetminstior of Lease.
1� (1) if the whole of the demised promisee shell be taken or,
condemned by any cog,etent authority for any public or quasi -public use
o
purposes, or if such a substantial part thereof is mass asshallresultin
the portioa of the demised premises remaining being no longer operable as a
economically useful unit to the conduct of Lessee's business, then this lease
shall terminate as of the date upon which such authority shall cake possession
of the demised premises. Such termination shall, however, be without pre-
' judice to the rights of Lassos and Lessee to recover free the condemasr
eompeneatfon and damage caused by such condemnation or taking.
(2) If only a part of the demised premises Shall be so taken
r condemmn be restored or converted for the
�d, and the part not so taken c
ii ° a
general bar being mage of the demised premises I®edisteiy prior to Such
taking and as an eco,micalty useful unit, this lease shall remain in full
force and effect and the monthly rental thereafter payable by Lessee to
Lessor shall be reduced in the proportion that the amount of airy award
if
actually received by Lessor as a result or such taking bears to $60,000.00
and the total rental shall be adjusted accordingly. Any such reduction in
rental 1haL1 becane effective as of the first day of the calender month
following the month In Mich such condemnation or taking occurs, provided,
however, If In such case the award to Lessee on account of such taking shall
not be sufficient t° enable Leasee t° rebuild or restore the demised pre
' mrees
sufficiently for its purpoeeS, Lessee shall have. the Wring to terminate this
lease and shall ss notify Lessor within a reasonable time. in such event
Lessor shall have the right after notice to Leasee to cause Lessee to remove
all structures to ground level, excluding foundat Loss, in the event Lessee
�I does not elect so to terminate, Leasee shall, within a reasonable ties, comemenc
e
restoration of the Improvements to the extent made economically feasible by �
the award p,lid to Lessee.
C. Allocation of Single Award. In the event that Lessor and
Lessee are unable to obtain separate awards with respect to their interests
in the demised premises, than, the single award shall is fairly and equitably I
apportioned between Lessor and Leasee. With respect to a condemnation
covered by Section g (1) above, (a) Lessee shalt receive an amount equal to
the total irdebtedneea outstanding under any loan$ secured by mortgages
encumbering Lessee's leasehold interest in the demised premiers; (b) Lessor
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shall next receive an amount equal to the portion of the award which i
II attributable to the taking or an injury to the fee sippie carats to the laud
only (excluding buildings and other improvements) covered by and subject to
this lease; and (c) the balance of the award attributable to the taking.. of -
any buildings or other improvements shall be paid to Lessor and Leasee, as
follows; (q Lessor shall receive an amount equal to the product of the a.
portion of the award attributable to the taking of a" buildings or other
improvements multiplied by a certain fraction, the numerator of which &ban
be the number of years, and fractions thereof, which have expired in the
tease is= or any extension thereof as of the date of such takings or
CaMdemnat.ons, and the denominator of which shall be fifty (50); and (n)
Lessee shallreceive the balance of the portion of the award attributable to
the taking of any buildings or other improvements'. With respect to a
ondem aticn covered by Section B (2) above, (a) Lessee shelf receive to the
extent available from any such award an amount equal tothecoat of restora-
tion, repair and replacement required by Section B (2). above, and (b) the:
balance of the award, if any, shall be paid to Lessor.
Arbitration and Appraisal. In the event of a dispute or dis-
agreement between Lessor and Lessee as to whether, in the case of
a partial
taking, the portion not condemned can be restored or converted for use as a
economically useful unit as contemplated under Section B (3) above, or in
the event rf a dispute or disagreement between Lessor and Lessee as to the
fair ant e,.uitable apportionment of a single award an contemplated under
Section C above, than such dispute or disagreement Shell be submitted to
arbitration in accordance with the rules of the Americanarbitration
Aesociat fon. In the event an appraisal becomes necea a_y or desirable in
connection with Such arbitration proceedings, Lessor and Leasee shall each
appoint on appraiser. These two appraisers shall promptly appoint a third
appraiser; if they fail to appoint such third appraiser within thirty (30)
days after notice of their appointment, than either party, upon written
notice to the other, may request the appointment of a third appraiser by, the
then President of the Bangor Real Estate Board, or then similar existing body.'
As three appraisers shall jointly make the required appraisal and if they
cannot agree, the appraisal of the third appraiser will be accepted by the
parties: If, afternotice by either party to the other of the appointment of
an appraiser by the party giving such notice, the other party to whom notice
is being given shall fail, within a period of ten (10) days after such notice,.
to appoint an appraiser, then the appraiser so appointed by the patty giving
the notice $bell have the power to proceed as sole appraiser to make the
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appraisal hereunder. Lessor and Leasee shall each pay the fees of the person
Appointed by it as appraiser hereunder, And Lessor and Lessee shall eamhCpay
Ili ne-half l§) of the fees of the third appraiser
appointed pursuant to the:
Provisions of this paragraph and one-half (k) f the generalexpensesof.
�.such appraisal.
P
E. Rights of Mortgagees, Assignees or Transferees. Any mortgagee,
I'assignee ,t transferee of the leasehold estate created by this lease shall be
a proper pasty to any proceeding concerning a taking of all or any portion of
the demised premises or the improvements thereon and such mortgagee, assignee
,I or transferee shall be entitled to Intervene or participate in any such
pro-ceeding either on its own behalf or on behalf of Lessee. All other rights of
Any such mortgagee, assignee or transferee including its rights, [tile and
interests in and to condemnation awards shall derive exclusively from the
rights of Lessee hereunder and the agreements between Lessee and such
jI, mortgagee, assignee or transferee.
F. Right to Contest Award. In the event either Lessor Lessee shall
desire to contest the amount of the award offered by a condemning authoriey
while the other party is. willing to accept the sees
, the unwilling party may
make such contest, including any litigation necessary or desirable for such
purpose, provided that it shall hold the willing party completely Nannies 0 from -1
any toss caused thereby, including any reduction In the final award, all costs'
and expenses incurred in the contest, and interest at the rate of ten percent
(10;) per on any same that otherwise would have been paid to the willing ,.
party at a., earlier date. prior to undertaking such contest, the party making.
the same shall furnish to the other an Indemnity bond by a surety company
acceptable to the other party and In an amount equal to the settlement offered.
plus a reasonable estimate for costa, expenses and lose of interest, which
bond shall be conditioned on the successful prosecutiow of such contest and
the willing putt' being protected from any loss occasioned thereby.
ARTICLE %XII
OPTIONS TO EXTEND
The Lessee shall have the option to extend this lease for a further
term of ten (10) years, from the first day of August, 1006, to the last day
of July, 3016.
Tae option to extend provided for by this Article shall be
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i
exercised, if at all, as follows and not otherwise: Not leas than ninety
(90) days before the natural termination of the initial term herein provided "
for, the Lessee shall notify the Lessor in writing of its election to lases
the demised premises for the said additional term, whereupon the parties
hereto shill proceed to negotiate between themselves for the purpose of
fixing a -ental for the said additional extension period. 'If, upon the.
expiration of sixty (0) days from and after the data of such notice, the
parties hereto shall have failed to agree in writing as to Ne rental to be
paid by the Leasee to the Lessor during .such additional extension period,
then each of the parties hereto shell select an arbit_ator to determine the
amount of rental, and if the two arbitrators c rent agree, then the two
arbitrators shall select a third arbitrator and the fmlings of two of the
SII
three rbztrat.ors thus selected shall be final and binding upon both parties
hereto.
Lessee shall have the further option to extend this lease for a
still further term of ten (10) years from the first day of August, 20L6 to the
last day of July, 2026, provided that Leasee sha1L have exercised its rights
to extend this agreement for the first extension term, and shall not be in
default of CMS agreement in a" Senate. upon the same terms and condition
and in the same manner as provided for the initial extension term.
-. ARTICLE A%III
RIGHT OF FIRST REFUSAL
rf during the term of this Lea e e , or any extension thereof,
the United States of America, or a" agency thereof, authorizes Lessor to
sell said premises, and if the Lessor, in its sole discretion, is willing
and able tc sell Said premises, than Lessee shall have the first right to
purchases id promisee upon the following terms and conditions:
1. Lessee shall out be in default of any provision under chis
lease.
2. Lessor shall give to Lessee written notice of the terms and
conditions of its Offer to sell said premises. within thirty (30) days after
- -' receipt of yeasor's offer to sell said premises, Lessee must give written
notice to the Lessor of Its acceptance of said offer: provided, however, in
the event Lessee chooses to accept said offer, but dots not agree as to the
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purchase price for the premises, then the price shall be the value of said
�i premises as determined by three appraisers, or a majority of than, am of
whom shal'. be designated by the Lessor, one of whom Shall be designate& by
the Leasco, wool one of whom shall be chosen by the two so designated. TTS.
�! decision of a majority of said appraisers shall be final and binding upon
the parties. Within thirty (30) days thereafter, and on receipt of a
certified check for the purchase price, Lessor shallenecute and deliver a
!; deed conveying to the Lessee a good and marketable title.
3. If the Leasee shall not accept said offer, or shall fail to
complete said purchase within the time and in a manner hereinbefore provided,
all rights to purchase said promisee hereunder shall terminate without .further
action, time being of the essence.
ARTICLE X%N "
MANE&
.Failure on the part of the Lessor to complain of any action or non-
action on 0e part of the Lessee an matter how long the same may continue,. '
shall raw" be deemed to. be a waiver by the Leaeor o. any of Lessor 'a rights
hereunder. Further, it is covenanted and agreed that no waiver at any time
Of any of the provisions hereof by Lessor, shall be construed as waiver of
any of the other provisions hereunder, and that a waiver at any time of any
of the provisions hereof shall not be construed at any subsequent time of
the same p-ovisioom. The approval of Lessor to or of any action by the
Lessen requiring the Lessor's consent or approval, shall rot be deemed to
waive or recast unnecessary the Lessor's consent or approval to or of a"
subsequent similar act by the Lessee.
ARTICLE XXV -
NOTICES
MOticea to the Lessor provided for in this lease shall be sufficient,
if sent byregistered or certified mail, return receipt requested, postage
prepaid, to; City of Bangor, City H41, 73 Marlow Street, Bangor, Maine,
04401; and notices to Lessee, are to be sent by registered or certified mail,
return receipt requested, postage prepaid, addressed to. Beacon Motor
Corpany, 34 Steer Street, Bangor, Maine, 04401, or to such other respective
addresses as the parties: may designate to each other in writing from time
to time. -19-
ji ARTICLE. XXVI
INVALIDITY OF PARTICULAR PROVISIONS
Ali
If any term or provis fon of this lease or the application
thereof to any person or circumstances to any extent, be invalid or one
n-
forceable,the remainder of this lease or the application of such terms and
Provisions co persons or circumstances other than those to which it is, held
invalidd.. unenforceable shall mo be affected thereby and eachterm and
il. provision of this lease shall be valid and be enforceable to the fullest
extent permitted by law.
ARTICLE XXVII
1
CONSTRUCf10N
it
The headings appearing in this lease are intended for convenience
and reference only, and not to be considered In construing this lease.
I
Nothing contained herein shall be deemed mnatrued by the
parties hereto, nor by any third party, as creating the relationship of
principal and agent or of partnership or of jofntvancure between the parties
bevetc, it being understood and agreed that neither the method of computation
of rent nor any other provision contained herein or any acts of the parties
hereto shallbe deemed to create any relationship between the parties herein
other than the relationship of landlord and tenant.
ARTICLE XXVIII
This lease shall be governed exclusively by the provisions hereof
and by the Laws of the State of Mine, as the same may fr®time to time exist:
ARTICLE XXIX
EXECUTION OF ACREWNf
A. The Lessor hereby represents and warrants that it has taken
all necessary procedural and legal steps as required under all state, local
and federal laws and regulations whatsoever for the purpose of authorizing
y
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the execuidon of this agreement, and that the execution of this agreement by
the City Hanger renders this agreement a valid and Finding document on the
11 part of the City of Bangor and is fully enforceable 1n all of its termer -a"
condition by the Lessee.
',.
A. Lessee hereby represents and warrants that it has taken all
necessary and procedural and legal steps as required under all elate, local,
'3 and federal lame aM regulations, add all necessary corporate action to
authorize :he execution of this agreemeue by one of ire officers and that
the execution of this agreement is a binding add legal document on the
Lessee, is fully enforceable in all of its terms and conditions by the City
of Bangor.
ARTICLE XXX
M ORANBUK OF LEhgE
Lessor aM Lessee agree that this lease shell net be recordable.
Lessor agrees that, upon request by Lessee, it shall execute and deliver to
Leasee a memorandum of lease in recordable foam and in compliance with. the
Provisions of Title 33, Section 201 of the Maine Revised Statutes generated.
i
-N WITNESS FOURRe F, the parties berets have set their hands aM
seals the day and year first written above.
WITNESS: CUT OF BANGOR
By
Its City Manger
BEACON MOTOR CCMFANY
BY
Its
�• SITE PLAN MINIMUIM1 STANDARDS
CpM1ERCIAL SUBDNISION
I.i BANGOR INTERNATIONAL AIRPORT
' PULL LOT DEVELOPMENT
Entire lot meet be improved with facilities or landscaping. No undeveloped
portions ah412emain following completion of construction.
• BUILDING SIZE.'
. Any building constructed on the demised premiess moat contain m less than
r 10,000 equate feet tocover no more than thirty-five (35) percent of the lot.
BUILDING DESIGN
Commercial buildings designed with odd or unique shapes such as teepee,igloo.,
quonset hut, etc., Asset be specifically approved by Lessor.
I' EUILUING MtTRSfORS
I
lbe tveatmeat of all exterior walla of buildings including veneers must be
jl acceptable to both the Lessee and Lessor, and acted on the site end building
I• design plana. Recover wood frame buildings or exteriors with concrete o
cinder bloc', painted or unpainted, which have exposed standard dimensional
block lines, will act be allowed unless specifically authorized by Lessor.
ROOF RQUIPMENf
Roof equipment such as Btacka, ventilation, etc., must blend with building
and be attrac. ively designed to the viewer, or screened with attractive
materials.
SIGNS
U
Sign locations and design avet be approved by Lessor and must net be in
conflict wO:h any applicable local, state or federal laws and regulations.
SEWERS
A setback of 10 feet fon landscaping around the entire lot will be required.
�j Ude of this setback for fearing, structures, pevement or gravel or for any we
other than lavdscaptag will most be allowed, unless specifically authorized
by Lessor.
I• LANDSCAPING
Landscaping will include lawns, property loomed, deeded and maintained, i
setback area, and other decorative materials, plus decorative fencing or where
it may be required by Lessorfor appearance or screening,. plus trees and
shrubbery attractively placed against building and in setback areas, at corners,
between driveways, along fences, and as screening for parking, loading o
EXHIBIT 'b G'
1 of 2 "
vehicular storage. Trees am shrubbery sufficiently hardy to withstand '
�iweather should be selected and must be maintained. Press, shrubbery sad
plantings ieteriorated, dead or otherwise unattractive moat be replaced,
I.
:I. CROIIND TR&A1?�NT
Portion ..f lots not occupied by buildings, other structures, walkways, o
landscaping. must be properly paved. Other ground treatments alternate to
paving, such as gravel, meet be specifically authorized by Lessor and incase
of use of Loose ground mater Ll, moat be properly delineated by curb
sufficiently high to retain ground materials.
DRIVEWAYS - UNIDN STREET LOTS -
P- On lata which fronton Union Street, no curb cute, (therefore entrances o
egresses) wall be installed onto Union Street or onto Griffin Road fromthe
demised premises.
MAINTENANCE
buildings and grounds most be kept in goodrepair and condition so as to
prevent visible deterioration of property and not to detract from the
attractive appearance or marketability of the commercial subdivision.
OUTDOOR STORAGE
�I
See Article V, Paragraph A.
SLOPES
j
Slopes created by fill meet be graded, losmed, seeded and mowed.
RIGRTS OF JAY
Those portions; of street rights of way abutting the demised promisee which
are rot utilized by the City of Bangor for road pavevent, shoulders am
drainage, and which are now eased by the City, will be kept mowed by the
Lessee, and so noted on the approved site plan.
ORDINANCES
Lot and butlding development moat conform with all requirements of the
zoning ordtucnces relating to the lot.
EXHIBIT "b"
2 o 2