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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•/„