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HomeMy WebLinkAbout1975-10-15 376 AC ORDER3]6 AC Introduced by Councilor Ballot, October 15, 1415 CITY OF BANGOR y zing Execution of Agreement with Neural Maine, Inc. Po L f Build g 2]✓!, Bongo[ I [ ritual Ai p rt By the City CruueB of W GCM ofBaapm: TnT Merle P. Goff, City Manager, is hereby authorized and diracted Coe cute a agreement, a copy of which is on file with the City Clerk and made a par[ hereof, for the lease to Neural Maine, Inc. of Building No. 278 and land appurtenant thereto at Bangor International Airport. -IN CITY COV IL U ober 15, 1975 Indefinitely eostponed. CIT c v f%Clamiv cxx 376 AC q [ 01 OR➢ER Title,i . Authorizing ureautioe of ogreement I RECEIVED •..•... CITY OF BANGOR with Mantel Maine, Inc. For rease of CITY CLERK'S OFFICE ,Building 278, Bango ID[ernationai Airpert`35 OCT 9 AN II 2i o ed ➢ d by r ...::. ........... ........unci..... Councilman - i INDENTURE OF LEASE THIS INDENTURE OF LEASE made this day of - SEPTE2IBER, 1975, by and between: ,THE CITY OF BANGOR, a body. politic and corporate duly organizedand existing under and by virtue of the laws of the State of Raine and having its principal offices at 73 Harlow Street'; Bangor,: Maine, (hereinafter sometimes referred toas "Lessor) - am NAUTEL MAINE, INC., a corporation existing -under the laws of the: State of 15afne with its principal place of business at Bangor (hereinafter sometimes. referred to as "Lessee") W I T N E 5 S E T H; - 1,12EREAS, the Lessor is the owner of an Airport, commonly known as "Bangor International Airport," formerly known as Dow Air Force Base and located in the City of Bangor, County of Penobscot, State of Maine,.(hereina£ter sometimes referred to as the "Airport"); and i.THEREAS, the Lessee desires to lease from the Lessor certain facilities at said Airport for the purposes of manu- fa uring electronicequipment; and kdi[E-RIAS, the Lessor desires to lease to the Lessee the land, buildings end facilities hereinafter described; NYI) TE EFORE., the parties hereto do mutually agree as follows: ARTICLE I PREHISES The Lessor, for and in consideration of the rents to be paid and the obligations to be performed, by Lessee as herein - "ter provided, does hereby demise and lease unto the Lessee and Lessee does hereby take and hire, upon and subject to the terns and conditions herein after expressed, the following described property, in its present physical condition,, situate in the City of Bangor, vfz: Building No. 278, formerly known as the-U:S.A.P. TIG Special Weapons Building; and land appurtenant thereto, located at -.the Bangor International Airport, Bangor, Maine, and Further shown on.a plan attached hereto as Exhibit 11A". 'T -- T%. (A) Tr 5'D T1 ) the do .ed isen u. -to the Lessee for two years co,aienaing on the f.-.^er.h day of 5aote .ber, ]'W3, and ending on the fourteenth day of Sep ceober, 197v O In addition, the Lessee shall have the ontion to eostend this ''.greement for an additional period Of to years co-encitea M,- on the fifteenth day of September, 1977, and tei- y on the fourteenth day o.. Sao ev'cer, x'79: aroveded the Lessor Shall receive from Lessee On or before Fugust 1, 19%7, no ti.ce in ;ritir., of Lessee's exercise Of said Option. 511 conditions and covenants of this AZreeneat shall ,eTM.a_n in full' force one,affectduring, any extension of the initial tern hereof._ ART= III (2) The rent to be paid by Lessee to Lessor during the tern of this Lease or any extension thereof shall be 2our'r±undred POLars and No Cents (Sl -00.00) each month. (3) sent shell be paid monthly in advance -on the first day o£ each and every month. Lessee shall pay all rentals herein reeuired, without prior desend therefor, in lawful money of the United States, at the address of the Lessor as set forth herein or -at such other reasonable places as the Lessor may de.Vrrute. ARTICLE 1V US,OCCOpAUCY NID ITi 011DEUTS Or PREiTISE5 (a) Lessee shall use, occurs" and maintain the prenises herein lessee in a reasonably nusiness2i:.e, careful anB noir hazardous reader on account Of' -fire For the purposes of arms- - facture of radio xransmitters, electoonle an4. electricals nroducts. ant components and other purposes incidental thereto, an'. 'or no other purposes whatsoever without the pr' -or written consent of tiro Lessor. - - (F) Lessee shall not use, occupy or maintain said prersices is any .manner as to violate any runic.pal, state, federal lavr ar reLtiliation, and, in particular, regulations of the ?ederal o Aviation 2denuiutration relatfh to the operation Of tdan;;or late_- natiorel _.irport as a public airport. (C) Teodee shall make a good faith e <"ort to 4nform las emnloyees and visitors Of the rules and re ula .ons of the 3e- ".or nte.m'atdonal ;.Srnort and shall cooperate way er..-.h '.:-e irbort'*ianeger to insure that such rules andI= illations, no-^ titularly those regarding public access to rudways, aprons, fare lanes and other ,reas of the Airport devoted,,,to aerorauticel uses, are obeyed. 2- (D) Les sdfi,+t+ro'III ont r�esonablesnotSflcation tol the reasonable times the right, e Lessee, to gn on and Inspect the Yremi sea with an authorized representative of the Lessee, and Che right of access to utility Systems located on the demised nremi ses for the purposes of maintenance,, repair, correction. or inspection. (L) Lessee shell have the right to make alterations, additions and improvements to the premises as it. may choose, subject to the prior written approval of the Airport Manager which shall not be unreasonably withheld, and provided that such alterations, additions and improvements do not weaken the structure, integrity of Building No. 276, nor decrease its functional quality or value as a facility for light manufacturing, and further provided that any such work shall be done entirely at the occupant's own expense and includes returning disrupted sur- faces to a serviceable snd attractive condition. Any additional required parking areas added to those already existing on the demised premises, will be constructed by the Lessee at his own expense in conformance with normal standards utilized by the City, such construction to be carried out only upon the prior written approval of the Airport. Manager which shall not be unreasonably wi. thheld. (F). Lessee shell hove the right to (a) fence, secure, grade and surface the demised premises: (b) Install such addi- tional outdoorlighting, including flood lighting, as Leasee deems necessary, provided that such end the tdoor ghing (cmperes with applicable F.A.A. Regulations, right ct signs on the leased premises, provided that such signs comply with the City's Sign Ordinance and applicable F.A.A. Regulations, and to (d) store material outside the ,wilding upon the leased premises provided that prior written approval of the Airport Manager for specific storage is obtained, and that Lessee erect a suitable and attractive fence or screen to hidecompletely much material from the view at ground level. ARTICLE V INSURANCL (A) .Fire Insurance. The Lessor shall keep the building herein leased IS,aeT­aga`nrsT loss or damage by fire with the usual extended coverage endorsements in amounts not less than 80 of the full insurable value thereof above the foundation walls, exclusive of any high risk incurred by Lessee's use of the premises. In^the event Lessee's use of the premixes is deemed to be hazardous or Thigh risk, Lessee shall provide end pay the costs of such coverage, which shall be evidenced by a Certificate of Insurance to be filed with the Airport Manager and attached to this lease, along with indication that the Lessor is an additional Insured insofar as the Lessor's interest is involved. In case ofdamage by fire or other casualty to the leased building, if the so extensive as tc amount practically to the total destruction of such building this lease shall cease and the rent shall be apportioned to the time of the damage. In all other cases Lessor shall repair the damage with reasonable dispatch and if the damage has rendered the leased property untensntable In whole or in part there shall be an apportionment of the rent until the damage has 3 been repaired. The foregoing notwithstanding, however, the Lessor shall not be obligated to expend on account of such repairs an amount of money greater than the amount of money Lessor re- ceives on account of the applicable insurance. (B) Liability Insurance. The Lessee at all times during the term of this agreement shall maintain public liability insurance with a company authorized to do business in the State of Maine insuring both the Lessor and the Lessee against any and all loss or claims arising out of the operat.on of the Lessee's busi- Sness on the demised premises or any act or omission of the Lessee, its agents, servants, employees or Invitees, such insurance shall afford protection in minimum limits of 5500,000.00 for injury or death to any one person, $500,000.00 for injury or death arising out of any one accident and :100,000,00with respect to damage to property. ARTICLE VI NOISE CLAIMS The Lessee specifically agrees to make no claims in any form for damages or reimbursements to the Lessor or to the United States Oovernmant for any reason or cause resulting from noise generated from airport uses. ,UITICLE VII COVENANT TO HOLO HARMLESS (A) Lessee agrees to indemnify and save Lessor harmless against and from any and all claims, damages, costa and expenses, including reasonable attorney's fees, arising from the conduct or operation of Lessee's business in the leased premises or from any breach or default on the part of Lessee in the performance of any covenant or agreement on the part of the Lessee to be performed pursuant to the terms of this Agreement, or from any act or negligence of Lessee, its agents, contractors, servants, employees or invitees in or about the leased premises. In the event any action or proceeding may be brought against Lessor by reason of any such claim, Lessee, upon notice from the Lessor, covenants to defend such action or proceeding by providing counsel reasonably satisfactory to Lessor. (B) Lessor agrees to indemnify and save Lessee harmless against and from env and all claims, damages, costs and Manage, Including reasonable attorney's fees, arising from Lessor's con- duct or operations at the Airport or from any breach or default on the part of Lessor in the performance of any covenant or agreement on the part of the Lessor to be performed pursuant to the terms of this agreement, or from any act or negligence of Lessor, itsagents, contractors, servants, employees or Snvlteem in or about the leased premises. In the event slay action or proceeding may be brought against Leasee by reason of any such claim, Lessor, upon notice from the Leasee, covenants to defend such action or proceeding by providing counsel reasonably satfe- factory to Lessee. _ -- Ie53ee inthE uSP axid o' he ieas34 nre.a es -hall not n il�uliy scri.minate or _aer::i't discrimination againsu any Terson or .,,.pup Of ounuons is any mannerprohibited by law. (i) The Leasee, for itself, its J rGo*ral re]resent3 succ^_ssors in interest, and assf,3ns, or, a pert o-` the co."ider- ation hereof, does hereby co.anant and=_gree as a coven -It running c. its the land. that (1) no person on the-roun_s o- race_, color, or national origin shall be excluded fr0si participation .n aenied the benefits of, or be otharrr.'se subJected to dis- cri.mination in the use of said, fact ities, (2) that in the construction of any imprevenent5 on, over, Cr under snca end and the furnishing of services thereon, no person on the ,rounds race, .color, or national origin shall be excluded f:o, her - ticipation in, denied the benefits Of, or otherwise be su:t}ectec o discrimination, (3) that the Lessee shell use the premises in cn-mliance with all other recuirenents imposed by or nurvaa-it to Title 49, Code of Federal: Regulations, Depaetnent of Transportat50n, Subtitle A.'Office of the Secretary, Part 21, Nondiscrimination i_ Federally Assisted programs o_` the Department of Transportation - Effectuation of Title al of the Civ.if Rights Act of 1964, and as said Regulations may be amended. (C) That in t^.e event of yaoWingly breach of any of the above nondiscrimination covenants, Lessor shall have the right to terminate the Lease and to re-enter and reposses said land and the facilities thereon, and hold the some as if said Lease had never been rade or issued. ARTICL= I% COVZLtdeTS OF nfjlrT ENJOIT+ie.NT The Lessee, subject to the terms and provisions of this Lease on payee..^.t of the rent, and cbservin„ keeping and per- forninT, a_'. the terms end pro+isions of the Lease on its part to as observed, bent and performed, shai'_ lawfully, peaceably and euietyy have, hold, occupy and enjoy the devised nremises tiring the tern hereof ur_thout hinderance or rejection by ,Is Lessor or any other persons. ARTICLE LTE1.1' The Lessor and the Lessee agree that each will promptly discharge (either by neyment or by filing of the necessary bard or otherwise) any mechanics', materialnen's or other liens ix;e.`nst the demised nreni.sesI which liens may arise out of any pa_Aent due for labor, services, naterials, supplies or ec_u'_rm"t hien may have been furnished to or for the Lessor o, the Lessee, respectvely. ,I.T1C=R Zr _ i;r9 __ !1) Leasee shal'_, at 4C sole exp on. e, throuroncir'c ` ern hereof or any extension, keep and naintain the demised pre- nise'a indlAdin all interior and enterio- nortions O" the. buil: ., located.' On t.ne nremises, building ftyres, eouirment, one-a"t4,, syote!ns, foundation, roof and 'stRIDty-e,_doors, wily-Ows. pasaa_e;ays, interi.o.r and exterior peirt � daces, par'.:in,-, areas: ^oimds end landscaping, in at least as gooorder anal rrnair, and in tenantable con•'ition, as exists at ti;e date o= comnencere:rt of this A^,'ree:^ent, dasa e by accidental fire and casualty and rr-.nsonable wear and tear, as provided for in this Agreement, escorted. lessee shall proNide for removal of snow and rubbish fro- 'aa premises. As a condition of foil Agreement, Lessee agrees to paint the exterior of the building. because of the dil,Tidnted condition and appearance, to remove or repair those sections o_ the existing chain link fence that will be designated by the A+roort Manager; also, to improve the ,grornds and Land- scaping, all of which will be carried out following occupancy-of the deiised oramises. . (B) The phrase "reasonable wear andtear" used in Paragraph A. of this .Article as an exception to the obligations of the Lessee shall not be construed to relieve Lessee o` the responsi'oili.ty for providing repairs of a routine and ragular nature w#ich may from tine to time be necessary, nor to urov`de maintencnce to the demised premises of a nature and degree ordinarilysufficient to prevent damage, breakdown, failures, malfunctions or disrepairs: nor shallanyexception or special provision of this Agreement be construed to mean that Lessor would be required to carry out maintenance and repairs to the building. (C) Lessor, acknowledging the possibility that un- foreseen repair costs may be reouired of the Lessee under terms of this Agreement to a degree that nay affect adverselT and seriously the feasibility of Lessee's intended use of ^a derisec premises during start-uv stages o,` Lessee's operations, agrees that Lessee, during the term of this .ease but not durin- any e'rtaz!sion hereof, may, by written notice to Lessor, to^^=nate this lease as of any date thereafter, on Lessee's own oution, if said repairs would amount to five thousand dollars ( 5,000) or rare to correct any single problem, or problems arising .directly from any single cause, unforeseen at the time of exec's#ion of this lease. The special provision of this paragraph shall not relieve Lessee of responsibilities cited in Articles IV and "117 1nor include renairs that may be carried out in con- for,ancc vi Ill Articles IV and YV1. or repairs tAat may be made neceasary to the building solely by virtue of Lessee's occupancy and use of the demised premises, `.. a ulTlCT.E XII UTILITIM Lessee shall pay the cost of all utilities furnished and consumed on the demised premises, including electricity gas, stein heat, water and sewer user fees. ARTICLE XIII AUTHORITY TO ENTER INTO AGREMIENT (A) The Lessor hereby represents and warrants teat 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 the execution of this Agreement and that execution of this Agreement by the City Manager renders this Agreement the valid and 'binding act and deed on the part of the City of Bangor and is and will remain duly enforceable in all of its terms and conditions against the Lessor during the term and all extensions thereof. (B) Lessee 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, and all neces- sary corporate action to authorize the execution of this Agreement is the binding legal act and deed of the Lessee and is and will remain fully enforceable in all of its terms and conditions against the Lessee. ARTICLE XIV NENENT DORAIN (A) If the demised premiseso or such portion thereof as to render the balance (when reconstructed) unsuitable for the purposes of Lessee shall be taken by condemnation or right of eminent domain, Lessee upon written notice to the Lessor shall be entitled to terminate this lease, provided that such notice is given within sixty (60) days after the date of such taking. (B) Should any Dart of the demised premises be so taken or condemned and should this lease not be terminated in accordance with the foregoing provisions, Lessor covenants and agrees promptly after such taking or condemnation to restore the building of which the demised premises sure a part to as nearly its like condition prior to such taking as shall be praotical. Out of any award for any taking of the demised premises, Tenant shall be entitled to receive compensation for its leasehold in Lerest and improvements. In the event of any such taking of the premises, the rent or a fair and Just portion thereof accord- innQ the nature and extent of the damage sustained shall be aba ad. - ARTICLE v -'V-A WITH STATES RIGHTS It is understood and agreed that title to the leased eramises is in tae City of Bangor, provided, however, that the leased premises are a part of Bangor International Airport and this lease is specifically made subject to any rights the United States of America or any agency thereof may have under any regulation, law, deed or other existing Agreement in or to the leased premises and may exercise in regard to said premises and should the United States of America or any agency thereof exercise any such right or rights in or to saidpremises, the exercise of such right or rights shall not be considered to result in a breach by the City of any covenant or agreement hereunder. In the event that the United States of America or any agency thereof exercise any such right or rights in or to said premises, and the exercise of such right or rights makes impractical in Lessee's sole dis- cretion Lessee's intended use of said premises, then Lessee shall have the right, at its option, to terminate this Agreement without further obligation to the Lessor except for such obligations as shall have been incurred and accrued prior to the exercise o' said option. ARTICLE X'✓ TERMINATION (A) It is covenanted and agreed that: 1. If the Lessee shall neglect or fail to pay the rent or other charges payable hereunder and such default shall continue uncured for a period of ten (10) business days after receipt of written notice thereof by Lessee; or 2. If the Lessee shall neglect or fail to per- form or observe my of theother covenants, terms or conditions on its part to be per- formed and observed and such default shall continue for thirty (30) days after receipt of the written 'notice thereof by the Lessee and Lessee shall not have commenced and ' diligently pursued the remedy of said - default; or 3. If the estate hereby created shall be taken on execution or by other process of law; or - s 4. If the Lessee shall be declared bankrupt or insolvent according to law; or $• If any assignment shall be made of the property of the Lessee for the benefit of creditors; or 8- 6. If a receiver, guardian, conservator, or trustee in bankruptcy or other similar officers shall be appointed to take charge of all or any substantial. Dart of the Lessee's property by Court of competent jurisdiction; or - 7. If a petition shall be filed for a re- organization of the Lessee under provisions of the bankruptcy act now or hereafter enacted, and such proceeding is noc dismissed 'within one hundred twenty (120) days after it was commenced; or S. If the Lessee shall file a petition for such reorganization or for arrangements under any provision of the bankruptcy act now or here- after enacted and providing a plan for a debtor to settle, satisfy or extend the tine for the payment of debts, then, in any of the said cases (notwithstanding any license of any breach of covenant or waiver of the benefit hereof or consent in a former instance), the Lessor lawfully may, immediately or at any time thereafter, . and without demand or notice, enter into add upon the said pre- mises or any part thereof, in the name of the whole and repossess the same as of the Lessor's former estate, and expel the Lessee and those claiming through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner 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 shall be liable for the days originally fixed herein for the payment thereof, amounts equal to the several installments of .rents and other charges reserved as they would, under the terms of this - lease, become due if this lease had not been terminated or if the Lessor had not entered ;r re-entered as aforesaid, less any amounts received as rent from any successor tenant. (B) It is further covenanted and agreed that if the Lessor shall neglect or fail to perform or observe any of the covenants, terms and conditions on its part to be performed and observed, and such default shall continue for thirty (30) days after receipt of written notice thereof by the Lessee and Lessor shall not have commenced and diligently pursued the remedy of said fault, Lessee lawfully may terminate this Agreement without further obligation to the Lessor. - P��lTOVAL OF PRTICLE ':VT Upon the termination of or expiration of this lease, the improvements and other persoal property erected or located won the demised premises by then Lessee shall remain the -pro - remove of the Lessee, and the Lessee shall have the right to daysva the same from the demised premises within thirty (to) Y +rpm the date of termination Of said Lease. Any such property not so removed within said thirty (30) days shall became the property of the Lessor to be disposed os in such sees elects to remove said eased shall be returnway as it may deem fit. In the event, the Le improvements and other personal property, the premises herein at the comme led to as near as possible its condition as ncement of this Lease, ordinary wear and tear and damage by accidental fire or other casualty excepted. ARTICLE XVII NOTICES Notices to Lessor provided for in this Lease shall be sufficient if sent by registered or certified mail, postage pre- paid, addressed to: City Manager, City of Bangor, y3 Marlow Street, Bangor, izine; and notices to Lessee shall be sufficlenn if sent to; Nautical Electronic Laboratories Limited Mantel); Hacriett,s Cove, Y.aiifox County Nova Scotia, Canada, with a copy addressed to such other respective addresses as the parties may designate to each other in writing from time to time. ARTICLE ,VIII SUCCESSION AND ASSICNABILITy (A) All Prefitsoisions of this Lease shall extend to, bind and inure to the benof not only the Lessor and the Lessee but also to their respective successors and assigns, or transfer Ditslinterestslornm ot encumber, mortgage, assign, sublet without the prior written consent arttthereof under this Lease ACCESS TCCESS T-ISES ARTICLE XIX Lessor at its own expense shall maintain/summerraetsn �e and roadways abutting the leased premises pursue to the rules and regulations Of the Airport Manager znd any other duly con - WAIVER %governmental authority, WAIVER ARTICLE Xy t Failure on athe part ofpart Of tthe party to complain of any action or non -action nher long the same may continue shall never be deemed to De a waiver o_ any of such parties' ,ights hereunder. Lrthcrnore, it is convenanted end agreed that no waiver at any time of spy of the provisions hereof by either party shall be construed as a waiver Of any of the other provisions hereof and that a waiver at any time of any of the provisipns hereof shall not be construed at any subsequent tine -a waiver of the same provisions. The approval Of either party to or for any action by the other requiring that Peril's consent or approval, shall not be deemed to waive or render unnecessary the party's consent.or approval to or of any subsequent similar act by the other party. ARTICLE EAI APLr'NU ENT TO LEASE - This lease contains all the terns and conditions between the parties hereto and no alteration, amendment or addition thereto shall be valid unless in writing and signed by the party against whom enforcement may be sought., ARTICLE XXIT INVALIDITY OF P4RTICULAR pROVISIONS If any term or provision of this Lease is held to be invalid or unenforceable, the: remainder of this Lease shall not be affected thereby and each other term and provision of this Lease shall be valid and be enforceable to the fullest extent Permitted by law. ARTICLE XXIII CONSTRUCTION (A) The headings appearing in this Lease are intended for convenience and reference only, and are not to be considered in construing this Lease. (B) Nothing contained herein shall be deemed or con- strued by the parties hereto, nor by any third party, as creating relationshie of principal and agent or of partnership or of Joint venture between the parties hereto, it being understoodand agr eed that neither the method of computation of rent nor any provision contained herein or any acts of the parties hereto shall be de to create any relationship between the parties emed hereto other than the relationship of landlord and tenant. ARTICLE XXIV GOVERNING LAW This Lease shall be governed exclusively by the pro- vi,yons hereof and by the laws Of the State of Maine in effect as of the date of the executionof this Lease by the Lessor. 7 NITICL.. ZX✓ UMTFICA.TE OF LEASE Lessor and Lessee both agree not to record this lease; however, upon reo-uest of either, the other shell execute and deliver a notice of this Lease in recordable form. IN tlUT'AESS ':TH=F, the parties hereto have set their hands and seals the day and year first written above. CITY OF BANGOR By: City tanager NAUTEL MINE, INC. a Approved: - CETimen, Airport Commi'ctee CA SIEWT QATE L 6S PLOMIDX Ave.