HomeMy WebLinkAbout1997-02-24 97-134 ORDERCOUNCIL ACTION
Item NO. 97-134
Date Febsuary 24_ I997
ItGM/Subject Approving Execution of Landlord's Consent, Waiver
and Estoppel -- Sea Dog Brewing Co./Camden National Bank
Responsible Department: Legal
The City's lease with Sea Dog Brewing Co. for the property on Front
Street requires the city's consent to any assignment of the lease.
Just over a year ago the City Council approved execution of
documents consenting to Sea Dog's assignment of the lease as
collateral for the project's permanent financing. Sea Dog is
refinancing its debt and a consent to assignment has been requested
of the City.
Department Head
City Manager
Associated information: Order, Landlord's Consent, Waiver and Estoppel
Finance Director
City solicitor
Introduced For
_ Passage
First Reading
Referral Page I of 17
9y-134
Asiped to Coweilor Tyler February 34, 1997
CITY OF BANGOR
(TITLE.) (Oxblerr, Approving Execution -of Landlord's Consent,
w ive a d estoppel sea gog_Brewing Co./Camden National Hank
____......... __..
By Aw City Crareit of CtY of Bs .-
OEDEEEDr
THAT the City Manager is hereby authorized and
directed, on behalf of the City of Bangor, to execute a Landlord's
Consent, waiver and Estoppel with the Camden National Bank,
relative to the City's lease of the former Viner Shoe Factory
building to Sea Dog Brewing Co. A copy of the instrument to be
executed is attached hereto and is incorporated herein by
reference.
IN CITY COUNCIL
February 34, 1997
Notion to introduce under
Suspension of the Rules
Motion Passed
Passed
Cit
I LERI
`. t li
9)-134
OR D I R
Title, Approving Execution of Landlord's
Consent Waiver and Iatroppel - Sea Dog
Bzeming Co:/ Camden Nationa........ Dann .. .
Mires to
......................................
Councilman
9]-134
LANDLORD'S CONSENT, WAIVER AND ESTOPPEL
26 Front Street, Bangor, Maine
THIS AGREEMENT made and entered into as of the
day of � , 1997, by and among The City of Bangor
(hereinafter 'Landlord"), and CAMDEN NATIONAL HANK, with its
principal place of business in Two Elm Street, Camden, Maine,
(hereinafter, together with its successors and assigns, -Bank-).
RECITALS
WHEREAS, Landlord is the owner of certain real estate
situated at 26 Front Street, Bangor, Maine, (hereinafter,
together with all buildings and improvements located thereon, the
Premises');
WHEREAS, Landlord has leased the Premises to Sea Dog Brewing
Co. (HEREINAFTER, "Tenant') pursuant to the terms of that certain
Lease dated September 13, 1996, a true copy of which lease i
attached hereto as Exhibit A (hereinafter, 'Lease'), together
with an option to purchase the Leasehold Estate.
WHEREAS, Tenant and Bank have entered into certain financing
transactions pursuant to certain promissory notes dated
, 1997 and in connection therewith Tenant proposed to assign its
Lease and has granted or will grant to Hank a security interest
in some or all of Tenant's new owned and hereafter acquired
personal property, including, without limitation, inventory,
accounts, general intangibles, goods, machinery, equipment,
fixtures, and proceeds thereof (together, as described in related
loan documents, the "collateral-); and
WHEREAS, in order to induce Bank to provide such financial
accommodations, vodations, Tenant has agreed to secure Landlord's execution
of this Agreement.
NOW THEREFORE, for one dollar and other good and valuable
considerations, the receipt and sufficiency whereof is hereby
acknowledged, and in consideration of the foregoing, the parties
hereto agree as followsz
1. Landlord hereby waives in favor of Bank any lien, claim,
right, title or interest including, but not limited to, any
Landlord's lien or right to distress for rent, which the Landlord
may have or hereafter acquire as to any of the Collateral,
9]-134
whether presently or hereafter installed i affixed to any
portion of the Premises, provided, however,, that nothing in this
Agreement shall be deemed to w release or subordinate any
claim r lien of the Landlord, aineits governmental capacity,
arising by virtue of unpaid real estate or personal property
taxes, sewer user fees or charges assessed against or incurred by
the Tenant on account of Tenant's occupancy or use
of the leased
premises, including any personal property located thereon.
2. The Landlord further agrees that the Collateral shall at
all times be deemed personal property and not real property or
fixtures or in any way part of the premises.
3. Landlord hereby consents to the removal
val of any of the
Collateral from the Premises and to the sale of the Collateral on
or off the Premises, at any time prior to the termination of the
Lease, and Tenant and Bank may have ass to the Premises for
the purposes of such removal and sale, eprovided, however, that
such removal shall not result in physical damage to or lose of
the leased Premises) and provided that following such removal the
Collateral shall remain subject to all claims and liens of the
Landlord arising by virtue of unpaid personal property taxes
assessed with respect to the Collateral by the Landlord acting in
its governmental capacity; and further provided that all such
taxes, including statutory interest and other charges acrued
thereon, shall be paid by the Bank to the Landlord prior to or
upon sale of the Collateral concerned.
4. in the event of any termination of the Lease, Bank shall
have ninety (90) days after receipt of written notice from
Landlord of such termination within which to remove Collateral
from the Premises or to sell the Collateral (including by auction
sale) an the Premises. (Bank shall have no obligation, however,
to remove
or sell the Collateral.) Bank may have access to the
Premises for the purposes of such removal and/or sale but in the
ant it elects to remove or sell the Collateral, it shall be
obligated as follows:rn the event any portion of such 90 day
s
period i subsequent to the date on which the Lease is terminated
pursuant to such notice, Bank shall agree, prior to any removal
or sale, to honor all Tenant obligations, as set forth in the
Lease during the remainder of such 90 day period, including,
without limitation, payment of Rents for such period and
providing insurance. Notwithstanding any other provision in the
Lease, Bank shall have no obligation arising after the remainder
of such 90 day period, except for (i) indemnity provisions
relating to events arising during such 90 day period, and (ii)
repair of any damage resulting from removal and sale of fixtures
and personal property. By entering into this Agreement, Bank
does not undertake any duties or obligations with rampart to the
Collateral or the Premises, except as set out in Paragraphs 3 and
9J-134
hereof with respect to payment ofertd
repair n
of damages u removal of the collateral. Landlord
agrees that the Bank, an assignee, shall not be responsible for
ental payments or any other Lease obligations, eXqVpt as set out
hereof upon the BankIg removal or sale o
the Collateral.
5. Landlord represents that a true and correct copy of the
Lease is attached hereto as Exhibit A. There are no
modifications, amendments or supplements to the Lease, except
those, if any, attached as part of Exhibit A.
6. The Landlord represents that the Lease is
in full force
and effect, and the Lease has been duly executed by and is the
binding obligation of Landlord as set forth herein.
7. The Landlord represents that the Lease is
not in default
and Tenant has performed the obligations required to be performed
by Tenant under the terms thereof to the date hereof.
8. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, and their respective permitted
successors and assigns.
9. Landlord hereby consents to the mortgage and assignment
by Tenant of the leasehold interest in the premises to Bank
pursuant to that Leasebold Mortgage and Security Agreement by
Lessee dated , 1997, and hereby waives any
default under the Lease otherwise resulting therefrom. Landlord
further consents to the assignment of the Option Agreement
between Landlord and Tenant dated September 13, 1994, relating to
said demised premises. Landlord agrees to provide Bank with not
less than thirty (30) days prior to written notice of any
termination of the Lease, any declaration of breach or default,
r the exercise of any other remedy on the Lease and to provide
the Bank with an opportunity to cure
any defaults under the Lease
prior to the termination thereof, and prior to the exercise
of
any remedy thereunder{ provided, however, that if the
v
event of
default is a default other than breach of an obligation to pay
money, Back shall be deemed to have cured such default if within
said thirty (30) day period it commences the cure thereof and
pursues the same with reasonable diligence.
10. Landlord further agrees that in the event that (i) Bank
forecloses upon said Leasehold Mortgage, or (ii) Bank otherwise
enforces
its rights thereunder against Tenant and provides
written notice to Landlord of Backs intention to assume the
lease that Bank, upon curing any breach of default in the lease,
and upon observing and performing the terms and provisions
thereof, shall be entitled to the quiet use and occupancy of the
�.,wmwws.w�cumes.cu�ewc.ms
9)-134
and upon observing and performing the terms and provisions
thereof, shall be entitled to the quiet use and occupancy of the
Examinee as if Bank were the Tenant thereunder.
11. Tenant further agrees that upon or following
foreclosure of said Leasehold Mortgage, or any other enforcement
by Bank of its rights thereunder, and upon cure
of any breaches
r defaults under the Lease, Bank may assign the Tenants
interest in said Lease to a third party, but nosuch assignment
shall be made without the consent of Landlord, which consent
ent
shall not be unreasonably withheld. Landlord may choose to
purchase the Collateral and lease on same terms and conditions
made by the third party offeror. If Landlord does not exercise
its rights of first refusal then, upon such consent by Landlord
to assignment, Bank shall be forever released and discharged of
any obligations under this Agreement and under the Lease aziaing
after the date of such assignment.
12. This Agreement is governed by and shall be construed in
accordance with the laws of the state of Maine.
13. Landlord and Tenant acknowledge and agree that, to the
extent any term or provision of this Agreement may conflict or be
inconsistent with any terms or provisions of the Lease, the Lerma
and provisions of this Agreement shall control as between Bank
and Landlord or Tenant.
14. Landlord acknowledges that this Consent to Assignment
is a conditional assignment as security and not an absolute
assignment.
15. This Agreement contains the entire agreement between
Landlord, Tenant, and Bank with respect to the matters set forth
herein. This Agreement may not be altered n o ended except by
agreement i writing, signed by Bank, Landlord and Tenant.
annotice to Bank, Landlord and Tenant shall be in writing, and
shall be deemed given when deposited in the United States mail,
postage prepaid, first class, and addressed to Bank, Landlord and
Tenant, as the case may be as follows:
Landlord: City of Bangor
Municipal Building
Bangor, Maine 04401
Bank: Camden National Bank
2 Elm Street, E.O. Box 310
Camden, Maine 04843
IN WITNESS WHEREOF, Landlord has duly executed this
c��aox.�aws.w�wew.se��awo.coa
Agreement as of the date first written above.
City of Bangor
By Edward A. Barrett
City Manager
Seen and Agreed To:
Sea Dog Brewing Co. ACCEPTED:
CAMDEN NATIONAL BANK
Peter Camplinn
9]-134
SCHEDULE A
26 Front Street
Bangor, Maine
97-134
A certain Lot or parcel of land, with the buildings thereon,
situated in Bangor, Penobscot County, State of Maine, bounded and
described as follows:
The wharf property on the easterly side of Front street in said
Bangor formerly known as the "Upper Steamboat Wharf", then as the
"Richmond Wharf", and lately as the "Bar Harbor Wharf", with all
the buildings or other structures thereon which belong to it, the
property being bounded northerly by Onion Street and/or the
"Ferry Way", so-called, measuring thereon about two hundred
thirty (230) feet, easterly by the Penobscot River measuring
thereon about two hundredseventy (270 feet, southerly by the
line of the property now or formerly owned by the Blacks Coal
Company and Morse and Company and now or formerly occupied by the
Coal company and measuring thereon about one hundred sixty-six
(166) feet and westerly by Front street and measuring thereon
about two hundred forty-seven (247) feet; conveying herein all
structures on the land covered in the above-described bounds
and/or annexed
xed thereto, together with all the rights and
privileges connected with ownership of the wharf on said
property; together with all rights conveyed by deed of the State
of Maine to Mercantile Warehousing Co., dated April 6, 1955 and
recorded in Volume 1476, Page 68, Penobscot Registry of Deeds.
This conveyance in subject to the a easement granted to the
City of Bangor, recorded in Volume 1317, n
Page 317, a easement
granted to Bangor Hydro -Electric Company recorded in Volume 1330,
Page 177, "all of the conditions, obligations and restrictions
contained in a certain written agreement made by and between
Dunham -Hanson Co. and the Maine Central Railroad Company dated
May 20, 1950, relating to side track facilities to the above
premises", property taken by condemnation by Maine State Highway
Cosmdasion Taking dated July 28, 1954 and recorded in Volume
1445, Page 87, and excepting and reserving the premises conveyed
to the Inhabitants of the City of Bangor by deed dated August 15,
1966 and recorded in Volume 2076, Page 18.
97-134
MEMORANDUM OF LEASE
The following,is a Memorandum of Lease pursuant to 33
M.R.S.A. 6 201:
1. NA PS Or PARTIES TO LEASE:
(a) The Lessor is the CITY OF EANGOR, a
body politic and corporate, duly
Organized and existing under and by
virtue of the laws of rhe State of
Maine, and being located in the
County Of Penobscot, State of Maine.
(b) The Lessen is SEA DOG BREWING CO., a
Corporation duly organized and
,exfisting under and by virtue of the
laws Of the State of Maine, and having
n Office or place of business in
Camden, County of Knox, State of Maine.
2. DESCRIPTION OF THE PROPERTY SED; Land and buildings
located at 26 Front Street, Bangor, Penobscot County, State o
Maine, known as the viner Building; said property also being a
Portion of property described in Book 4007, Page 38, Penobscot
County Registry of Deeds, and including rights described at Book
1476, Page 69, Penobscot County Registry of Deeds. Said premises
also being a portion of City Tax Mag 43, Lot 34.
The premises may be more particularly described as follows:
Beginning at an iron pin on the southeasterly
sideline of Front Street and at the northerly corner
of land low or formerly owned by the City of Bangor,
thence north a_on5 said sideline of Front Street
twenty-eight degrees, thirty-two minutes, twenty-five
seconds east (N 280 32' 25" E) for a distance of
forty and eighty-three hundredths (40.83) feet, more
or less, to an iron pin; thence north along said
sideline of Front Street twenty-four degrees, ten
minutes, fifteen seconds east (N 240 18. 15" E) for a
distance of two hundred fifteen and four hundredths
(215.04) feet, more or less, to aniran pin; thence
along a curve having a radius of one thousand three
hundred ninety-seven and thirty-nine hundredths
(1,397.39) feet, more or less, running in a generally
southeasterly direction toward the Penobscot River
for a distance of one hundred twenty-three and
eighty-six hundredths (123_.96) feet, more or less, to
a point; thence south forty-three degrees, twenty-
eight minutes, four seconds east (S 43c 28' 04^ E)
!Or a distance of forty-two (42) feet, more or less,
to an iron pin; thence south thirty-one degrees,
thirty-one minutes, sixteen seconds west (S 310 31'
16" w) for a distance of one hundred ninety-eight and
ninety-six hundredths (198.96) feet, more or leas, to
n pin; thence north sixty-six degrees, one
minute, twenty-seven seconds west (N 650 01. 27" w)
for a distance of one thirty-three (133)
feet, more or less, to the iron pin at the pont of
beginning.
Said promises shall be subject to all a emens and
e
other burdens of record, as w s being the
beneficiary of the Conveyance ran the State of Main=_
to the Mercantile Warehousing Co., predecessor in
title to the City of Bangor, allowing the
encroachment of the building an the above-described
promised upon land of the State of Caine; said
c nveyance being recorded at Book 1476, Page 68,
Penobscot County Registry of Leeds.
PROVIDED further that Lessor shall retain an easement
for ingress to and egress from Ls s premises with
motor vehicles, heavy machinery orequipment,
including but not limited to, cranes, ladders or
flatbed motor carriers, for the purpose of removing,
installing, servicing or repairing Lessor's docks,
floats, couplings, stabilizer bars, anchor blocks or
other associated or related hardward located on
Lessor's property adjacent to the river side of
Lessee's property. Lessor shall, except in an
emergency situation, give Lessee forty-eight (48)
boars advance notice prior to exercising its rights
under the easement granted herein.
Said premises are further depicted on a sketch attached and
incarcerated herein by reference as Exhibit A.
o. MATE OF LEASE: September 13, 1994.
TERM OF LEASE: Just over ten (10) years from Seoterbec
13, 1994 until December 31, 2004, unless sooner terminated in
accordance with Article XVI of said Lease.
5. PROMIONS RELATING TO RENOR E '^here
will be no extension to the Lease except upo. the express written
agreement of Lessor and Lessee. The leased premises are reduced to
8,400 square feet, more or less, of the bailding if a full
production micrcbrewery iz net established on the leased premises
by lune 30, 1999.
6. PROVISIONS REIJkTPIG TO OPTIONS To P C TE
TP WSeER r1F TITi The following language is included in tha L..a_e
concerning the described premises:
Subject to execution o separate Real Estate Opticn
Agreement, a copy of which i attached hereto as
Exhibit C,,and adherence to she terms thereof, Lessee
9J-134
shall have the option topurchasethe premises herein -
cricr to the end of the term hereof. The option must
be exercised, if at all, between June 1, 1995 and
December 31, 2004. The option shall be exercised
only during the time period noted herein and only by
written notice to Lessor. The option hereby granted
is conditioned upon the existence at the time of -
exercise of the option of no uncured defaults of this
Lease. The consideration for said option shall be
all exterior and interior improvements made to the
land and building by Lessee during the Lease Larne, as
well as $1.00 tendered concurrently with the notice
exercising the option, and $200,000 plus any
principal balance and any accrued unpaid interest _
owed Lessor as a result of Lessor's financing of
main exterior and interior building improvements
to be paid at the closing.
J. PROVISIONS RELATING TO uRIOP, LEASE D AMENDMENTS
THERZTO• None.
B. DATE OF MEMORANDUM: September 1995.
CITY OF BANGOR
witness By
City M A. er, Her, its
City Manager, Hereunto
duly authorized
SEA DOG BREWING CO.
By
Witness Peter e , Hereunto Its
President, authorized W
duly authorized
State of Maine
Penobscot, as. September _, 1954
Then personally appeared the above-named Edward A. Barrett,
City Yznager Of the City of Sector, and acknowledged the foregoing
to be his free act and deed in L5 said capacity, and the free act
and dead of said City of Bangor.
Before me,
Notary Public/Attorney-at-Lav
Printed Name:
State of Maine
Penobscot, as. September _, 1994
Ther, personally appeared the above-named Peter M. Camplin,
n his capacity as President, and acknowledged the foregoing to be
!is free act and deed in his said capacity, and the free act and
deed of said Sea Dog Brewing Co.
Before me,
Notary Public/attorney-at-Law
Printed Name:
REAL E9 ATE OPTION AGREEMENT ara19IT C
CITY OF BANGOR of 73 Barlow Street, Bangor, Penobscot County,
Maine (hereinafter "OPTIONOR"), in Consideration of improvements
made to the optioned premises pursuant to a separate Lease executed
by the parties hereto plus an additional one dollar ($1.00) to be
paid between June 1, 1995 and December 31, 2004 and a minimum of
two hundred thousand dollars ($200,000) and other monies referred
to in said Lease and below to )>apaidat closing, hereby grants to
the SEA DOG BREWING CO., s corporation organized and existing under
the laws of the state o- Maine and having a principal place of
business in Camden, County of Knox, State of Maine (hereinafter
"OPTIONEE") an option to purchase, upon the Lerma and conditions
et forth below, the following described property of the OPTIONOR
located at 26 Front Street in Bangor, viz:
The land and buildings located at 26 Front Street known
as the Viner Building; said property also being a portion
Of property described at Bangor City Tax Map 43, Lot 34
and in Book 4007, page 038, Penobscot County Registry of
Deeds.
The premises may be more particularly described as
follows: Beginning at an iron pin on the southeasterly
sideline of Front Street and at the northerly corner of
land now or formerly owned by the City of Bangor, thence
north along said sideline of Front Street twenty-eight
degrees, thirty-two minutes, twenty-five seconds east (N
280 32. 25" E) for a distance of forty and eighty-three
hundredths (40.83) feet, more or less, to an iron pin;
thence north along said sideline of Front Street twenty-
four degrees, ten minutes, fifteen seconds east IN 24'
10' 15" E) for a distance of two hundred fifteen and four
hundredths (215.04) feet, more or less, to an iron pin;
thence along a curve having a radius of one thousand
three hundred ninety-seven and thirty-nine hundredths
(1,397.39) feet, more or less, running in a generally
southeasterly direction toward the Penobscot River for a
distance Of one hundred twenty-three and eighty-six
hundredth (123.86) feet, more or less, to a point; thence
south forty-three degrees, twenty-eight minutes, four
seconds east '(S 43. 28' 04" B) for. a distance of forty-
two (421 feet, more or less, to an ron pin; thence south
thirty-one degrees, thirty-one minutes, sixteen seconds
west (S 31° 31' 16" W) for a distance of one hundred
ninety-eight and ninety-six hundredths (195-.98) feet,
more or less, to an iron pin; thence north sixty-six
degrees, one minute, twenty-seven secondswest (N 66. Ol'
feet) for a distance of one hundred thirty-three (133)
more or lees, to the iron pin at the Point
of
beginning.
9]-134 12
Said premisesshall be subject to all easements and
other burda:u of record, as well as being the beneficiary
Of that conveyance from the State of Maine to the
Mercantile Warehousing Co., predecessor in title to the
City of Bangor, allowing the encroachment of the building
on the above-described premises upon land of the State of
Maine; said conveyance being recorded at Book 3476, -Page
68 Penobscot County Registry of needs.
PROVIDED further that Grantor shall retain an easement
for ingress to and egress from Grantee's premises with
motor vehicles, brew machinery or equipment, including
but not limited to, cranes, loaders or flatbed motor
carriers, for the purpose of removing, installing,
servicing or repairing Grantor's docks, floats,
couplings, stabilizer bars, anchor bloeks or other
associated- or related hardware located on Grantor's
property adjacent to the .river side of Grantee's
property. Grantor shall, except in an. emergency
situation, give Grantee forty-eight (48) hours advance
notice prior to exercising its rights under the easement
granted herein.
The parcel to be conveyed is further depicted on a sketch attached
and incorporated herein to this Agreement as Exhibit A.
TERMs: This Option is granted Subject to the following
terms and conditions:
1. Ottion Period. This Option shall be exercised, if at
all, between June 1, 1995 and December 31, 2004 and provided that
OPTIONEE is the then -current Grantee of the described property.
2. Exercise of ortion. OPTION", or its authorised
successors or assigns under OPTIONEE'S separate Lease with the
OPTIONOR, may exercise the Option herein granted by giving written
notice of its or their intent Co exercise td -the OPTIONOR batwean
June 1, 199E and December 31, 2004 along with the tender of one
dollar ($3.00)' accOMPanying said notice. Such mti ce shall be
effective if delivered to the OFTIONOR'S City Manager at the
OPTIONOR'S address stated above. Thereafter, the parties shall
schedule a closing at a mutually convenient date, which may be
after expiration of the option period. If a date for closing
cannot be mutually agreed upon, a closing shall take place no later -
than sixty 160) days from the date of delivery of OPTIONEEIS notice
to the OPTIONOR, or on the first business day after such Hate. IC
is an express condition of OPTIONEE'B right to exercise this option
that OPTIONEE at the time of such exercise, be and continue to
maintain its corporate status under Maine law, and that OPTIONEE at
such time not be in default of any provision of the separate Lease
between the parties hereto.
9]-134 13
3. Purchase Price. In addition to the one dollar ($1.00)
accompanying the notice described in Paragraph a above, the
purchase price for the property subject tothisOption shall be as
follows:
a. $200,000; plus
b. The principal balance and any accrued unpaid
Merest owed OPTIONOR as a result of OPTIONOR'S
financing of certain exterior and interior building
improvements.
The amount referred to in subparagraphs a and b above shall be due
at closing.
4. Option Price t be 4redit§d to Purchase. At closing,
OPTIONEE shall receive no credit against the purchase price for Uat
property. t. be conveyed for rents paid by OPTIONEE to OPTIONOR
under the parties' separate Lease: If the Option is exercised
before December 31, 1999, the OPTIONOR financed- exterior and
interior building improvements are rewired to be paid in addition
to the two hundred thousand dollars ($200,000) at closing. if the
Option is exercised after that date, then any payments toward the
financed exterior and interior building improvements balance shall
becredited unpaid
to the Option pride, with the principal balance and any
accrued
interest due at closing. Except as provided in
Paragraph 8 below, the purchase price paid shall otherwise be non-
refundable.
5. T"p of COnvevance. Conveyance shall be by Municipal
Quitclaim Deed to OPTIONEE from OPTIONOR. OPTIONOR shall prepare
the necessary deed, following survey, subject to approval by
OPTIONEE'S attorney. OPTIONOR'S duty to convey title under this
paragraph shall be deemed satisfied upon tender of an executed
Municipal Quitclaim Deed in the form attached hereto as Exhibit B
and incorporated herein by reference.
6. survey. Prior to closing ppTIONEE may, at its gold
expense, survey the premises and mark the corners of the land to be
conveyed, and conduct an environmental examination of the premises.
OPTIONEE shall `have the right to enter onto the premises at a
convenient time or time for this purpose.
T Tars. OPTIONSE shall be responsible for all personal
Property and real estate taxes assessed or due after th. closing.
Taxes due for the tax year at the time of closing will be pro -rated
for the tax year of the closing.
e. Razor_ does Wastes.At closing, OPTIONOR shall supply an
affidavit to OPTIONEE detailing OPTIONOR'S knowledge of the extent
of hazardous wastes on the premises to be conveyed. *Hazardous
wastes" shall consist of any material defined as hazardous wastes
under any Federal or State Law. In the event OPTIONEE'S pre-
9]-134 14
closing environmental examination or OpTIONOR'S affidavit shall
indicate the presence of hazardous wastes on the premises, OpTIONEE
shall have the right in its sole discretion to void this Agreement.
In such event, OPTIONEE shall not be entitled to a refund of any
rents paid prior to such action by OPTIONEE.
9. OPT ONEE M2t to Qcomit Waste. During the Option period,
Bud while In possession of the premises pursuant to the parties'
separate Lease, OPTIONEE shall not commit, suffer or permit any
waste or destruction of the option parcel while occupying said
•Property pursuant to the separate Lease between the parties hereto.
Accidental destruction by fire, flood or other event beyond
OPTIONS. F, control shall not CO�titute waste under this paragraph.
10. OPTIONOR IL2t tQ C During the
lease and option period, OPTIONOR shall not voluntarily convey,
mortgage or otherwise encumber the option parcel or any porticn
thereof. without OPTIONEE'S prior written consent. This clkuae
shall not apply to any financing prvided by OPTIONOR to OPTIONEE
for improvements to the premises during the pendency of the
separate lases between the parties.
11. Om tion Bind+IOMOR 5 Successors. The potion
granted under this paragraph shall be binding upon the OPTIONOR,
its successors, heirs and assigns.
neither has employed aThe
reParties al estate agent ort broker to represent
Obta n this
Option Agreement-
13. R ifi t' This Agreement is executed by
OPTION
OR'S undersigned City Manager and shall be deemed binding
only upon ratification by the Bangor City Council.
w2 55 the following` signatures and seals this 8 day
of �_
FOR OPTIONOR
CITY OP BANGOR
y -as
Dart-'
FOR OPTIONEE
SEA DOG
Wi[nea9 By.
Pe mplin
STATE OF MAINE
Penobscot, as. '
Then personally appeared the above-named EDWARD A. BARNETT, in
his instrumntcapacity he his as freenact and deed acknowledged
his said capacithe f ty, ana
the free sot and deed of said body corporate.
Before me,
Princed Nam `',eY at LAw
�i�cNN" �'�6`,ax
STATE OF MAINE
Penobscot, as t e MP
R 99
�4k 13
Then personae appeared the athe S a Dog Be,CAMPLIN, in his
capacity as of the Sea Dog Bring Co., and
acknowledged the foregoing instrument to be his free act and deed
in his said 'capacity, and the free act and deed of said
corporation.
aefore me,
p��o��Yney a[ w
Printed Name: LJ
moi! C.y/ sG•/„