HomeMy WebLinkAbout1999-05-24 99-195 RESOLVECOUNCIL ACTION
Data 524/99 Item No.: 99-1 5
Item/Subject Ratifying Execution of Documents Returning to a Lease
Agreement with the Cabral Company - 396 Griffin Rd.
Responsible Department: Community and Economic Development
The Cabral Company leases 6.9 acres at 396 Grafin Rd. on which an office
building was developed and leased to the State of Maine, Dept. of Human Services.
Recently the Council extended the term of the lease agreement to December 31, 2028
as allowed in Wo (2) option periods established in the lease.
The Ground Lessor Estoppel Certificate reiterates the terms and conditions of
the lease agreement for a lender financing the property.
Rent for the property is set through 2008. The Agreement extends the period for
negotiating rent for the property for the pend 2009 -2028.
r
DeparfmJ ead
Men{[a e4 Comments:
441
flI � / City Manager
Associated Information
Finance Director
Legal Approval: avyv
M Sondto
Introduced For
X Passage OOT
First Reading Page 1 of 1
Referral
99-195
"Signed to Councilor Aube May 24, 1999
CITY OF BANGOR
Ratifying Execution of Documents 12egardiag Lease of 396
(TITLE.) �il¢SBlue�............_....._....._....._...._....._......._..._.._........_.._.._..._.._..._.......... ..._.
Griffin Road - Cabrel Company, Lessee
By W aq CaaacY of My ofBoMlor.
=iOLVBD.
THAT due actions of the City Manager in executing an Agreement and
Ground Lessor Estoppel Certificate relating to the Lease between City of
Bangor and Cabrel Company for property located at 396 Griffin Road and
Lessee's financing of the property is hereby ratified and confirmed.
A copy of said Agreement and Ground Lessor Estoppel Certificate are
attached to this Resolve.
i
c2COONCIL
May
_
y 264.99
. 19
Passed 99-195 -
EES-0L YE
inn Lease es 396 Griffin Road - Cabfel
Coopavy. Lea
AGREEMENT
(396 Griffin Road, Bangor, Maine)
This agreement is entered into this _ day of May, 1999, by and between CABREL
COMPANY (Lessee) end the CITY OF BANGOR (Lessor), with respect to the Indenmm of
Lease dared April 1, 1979 from Lessor to Newell B. Krona or al., and assigned to Lessee by
assignment dated February 12,1993, and amended by First Amendment dated February 12, 1993
(the Lease), for certain land 0 396 Griffin Avenue, Bangor.
BACKGROUND
A. By Notice dated March 25, 1999 and received by lessor on March 29, 1999, Lessee has
exercised its two options to extend the Lease, pursuant to Article XXI of the Lease. The first
extended term will counteracts on 3aauary 1, 2009, and terminate on December 31, 2018 and
the second extended term will commence on January 1, 2019 and terminate on December 31,
2028. 1
B. Article XXlofthe Leaseprovides,inpart,that upon exercise ofthe option to extend, the
Lessor and Lessee will proceed to negotiate between themselves for the purpose of fixing the
rental for the extension tern and if they fail to agree in writing will sixty (60) days after
the exercise of the option, then the rental shall be determined through arbitration.
C. Lessor and Lessee have agreed to postpone the fime for Wtiating the negotiation or
arbitration pursuant to Article XXL
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In consideration of the foregoing and other good and valuable consideration, the panics agree as
follows:
1. On orbefore July 1, 2008, Lessor and Lessee will proceed to negotiate between themselves
for the purposes of fixing the rental for the extended term beginning January 1, 2009. Ifthe
patties have failed to agree in writing on or before October 1, 2008, as to the rent o be paid
by Lessee for that extended term, then the patties shall proceed with arbitration as set forth in
Article XXI of the Lease.
2. On ar before July 1, 2018, Lessor and Lessee will proceed to negotiate between themselves
for the purposes of fixing the rental for the extended term beginning January 1, 2019. Ifthe
parties have failed to agree in writing on or before October 1, 2019, a in the rent to he paid
by Lessee for that extended term, then the panics shall proceed with arbitration as set forth in
Article XXI of the Lease.
n
This Agreement constitutes the written agreement to be entered into within 60 days after
Lessee's exercise of its options to renew. Nothing in this Agreement shall be construed to
modify or amend any provisioua of the Lease:
99-195
4. This Agreement maybe modified only by a written agreement signed by Lessor and Lessee.
CRYOFBANGOR
By: Aw
Edward A. Barren
City Manager, hereunto duly authorized
CABREL COMPANY
By:
Carol A. Epstein,
President, hereunto duly authorized
GROUND LESSOR ESTOPPEL CERTIFICATE
(396 Griffin Road, Bangor, Maine)
To: General Electric Capital Business
Asset Funding Corporation
Real Estate Department
10900 Northeast Fourth Street, Suite 600
Bellevue, Washington 98004
Loan Number: 001-0003934-001
The undersigned City of Bangor, a Maine body politic ("Lessor"), is the present
owner and lessor of certain land and premises (the'Leased Premises') described on
Exhibit A attached hereto and incorporated by reference located in Bangor. Maine,
pursuant to a Lease Agreement dated April 1, 1979 (hereinafter referred to as the
"Ground Lease'), by and between the undersigned! and Newell B. Kumon, Kenneth M.
Kurson, Robert A. Kumon, Elaine M. Epstein, Bruce A. Epstein and Carol A. Epstein,
collectively as lessee. The interest of the original lessee was assigned to Cabrel
Company, a Maine corporation ('Lessee"), by assignment dated February 12, 1993,
and the Lease has been amended by First Amendment dated February 12, 1993.
Lessor understands that you are about to make a loan (the "Loan') in the amount of up
to $3,100,000.00 to be secured by a mortgage (the 'Mortgage') encumbering Lessee's
interest in the Ground Lease and the leasehold estate created thereby, which mortgage
will be for a term of 10 years. Lessor further understands that it is a condition to the
making of the Loan that this ceNficafion be furnished to you. Accordingly, and with the
knowledge that you will be relying upon the statements herein made, Lessor hereby
certifies as follows:
(a) The Ground Lease is in full force and effect and has not
been assigned, modified, supplemented or amended in any way, except
as stated above. Lessor will not enter into any agreement with Lessee for
the voluntary cancellation, surrender or modification of the Ground Lease
without your prior written consent.
(b) There is no currently existing matured default under the
Ground Lease in the payment of rent or in the observance or performance
of any other covenant or Wnditicn to be observed or performed by
Lessee, and Lessor has no knowledge of any state of facts which, with
the giving of notice, passage of time or both, would constitute a default by
Lessee under the Ground Lease.
(c) The term of the Ground Lease commenced on January 1,
1979, and expires on December 31, 2028.
99-195
(d) Lessor consents to the Mortgage and assignment of
Lessee's interest in the Ground Lease to you and to the recording of Me
Mortgage with the recorder of the county in which the Leased Premises is
located, Lessee shall, however, remain liable to Lessor for full
performance of all obligations under the Ground Lease.
(e) Upon serving Lessee with notice of any default, Lessor shall
also serve a copy thereof upon you. Upon receipt of written notice of any
default of Lessee, after service of such notice upon you, you shall have a
period of thirty (30) days, to remedy or cause to be remedied the defaults
complained of, provided, however, Mat where a default by its nature takes
longer than thirty (30) days to cure, you shall have the right to commence
the curing of such tlefault within Mirty (30) days after notice aforesaid, and
to cure such default within a reasonable time thereafter, and Lessor shall
accept such performance• as if the same had been done by lessee.
Lessor agrees not to invoke any of its remedies with respect to the
Ground Lease (except In the was of emergency repairs) during any time
period that you are proceeding with due diligence to cure any default
reasonably susceptible of cure by you.
(f) If Me Ground Lease terminates for any reason not
reasonably susceptible of cure by you (e.g., the rejection of the Ground
Lease In a bankruptcy proceeding), Lessor agrees to enter into a new
Ground Lease for the remainder of the term, effective as of Me date of
such termination at the rent and additional rental and upon the terms,
conditions, covenants and agreements as contained in the Ground Lease
and equal in priority thereto, provided that:
(i) you deliver a written request M Lessor for such new lease
within thirty (30) days after the notice of termination has
been served upon you together with all sums then due to
Lessor under the Ground Lease:
(ii) you agree to perform and observe all covenants contained
therein on Lessee's part to be performed: and
(iii) you remedy any and all other defaults of Lessee then in
existence susceptible of performance by you.
If the Ground Lease terminates because of the insolvency or bankruptcy of Lessee or
some other default not reasonably susceptible of cure by you, then you shall not be
requested to cure such default prior to the execution of a new lease.
(g) The restrictions on sublease, assignment or other disposition of the
Ground Lease which require the consent of Lessor, shall not be binding upon or
applicable to you in the content of a foreclosure, dead in lieu of foreclosure, or your sale
of the Lessee's interest under the Ground Lease following foreclosure or the taking of a
deed In lieu of foreclosure; provided, however, that such previsions shall continue to
apply to other transfers of the Lease thereafter.
(h) You shall not be responsible for obligations under the Ground Lease
unless and until you become the owner of Lessee's leasehold estate, you shall remain
responsible only so long as you are the owner, and you will not be liable under the
Ground Lease fallowing your sublease or assignment to a third party or your other
disposition of Lessee's leasehold estate.
(i) Lessee has timely complied with all of the requirements regarding
construction and completion of Lessee improvements under the Ground Lease.
(j) Landlord shall not place or allow any lien or mortgage on the fee
remainder estate of the Ground Lease or the leasehold estate created by the Ground
Lease, unless such lien or mortgage is subordinate to the Ground Lease and the
Mortgage and all modifications and amendments to such documents or a
nondisturbance agreement reasonably satisfactory to You Is furnished by the fee
mortgagee.
(k) You shall be named as your interest shall appear on any standard
mortgage endorsement an any and all casualty insurance covering the Leased
Premises, the improvements or any part thereof and the provisions in the Mortgage
governing application of the insurance proceeds and any condemnation award shall
supersede any contrary provisions in the Ground Lease, provided that Lessor shall be
entitled to receive any separate award made to it in a condemnation proceeding.
The statements herein made shall be binding upon the undersigned, our
successors and assigns, and inures to your benefit and the benefit of your successors
and assigns. -
IN WITNESS WHEREOF, his Estoppel Certificate has been duly executed and
delivered as of May la , 1999.
LESSOR:
CITY OF BANGOR. a Maine body politic
By: �lXddIy— /
Title: C i 7-wYlwm e
� MMI 8118&1
STATE OF MAINE
County of Penobscot
ACKNOWLEDGMENT
Personally appeared before me, a notary public in and for said state,
FNtlnaO A A4NlaTT , who executed and acknowledged the
foregoing instrument before me In hialher capacity as the 0 , 4 Y AA6n of the
City of Bangor, a Maine body politic.
This I? day of May, 1999.
[seal? or e.i
MAIN L. COB"
WARY PUBLIC, NAME
MY CoMMISRbk EXPIRES DECEMBER 4 no
EXHIBIT A
A parcel of land located at Bangor International Airport, Bangor, Maine, described as
follows:
Lot No. 14AB, Plan of B.I.A. Commerciallodustnal Park, dated June 7,
1976, recorded in File Nos. 0-62646 and D -626-76A, Penobscot Registry
of Deeds, and revised August 28, 1978, recorded as Plan D86-78,
Penobscot Registry of Deeds.
5OW35001 Al lam I