1
EXHIBIT 10-25
FINAL-1/14/82
PIER LEASE
LEASE made this 18th day of January, 1982, by and between CITY OF
PORTLAND ("the City") and BATH IRON WORKS CORPORATION ("B I W") .
WHEREAS, there is a statewide need to provide for a greater
utilization of the State's public ports and harbors and to increase the flow of
commerce and to thereby provide enlarged opportunities for gainful employment
by the people of Maine and to thus insure the preservation and betterment of
the economy of the State and its inhabitants.
WHEREAS, by Memorandum of Intent dated July 15, 1981, the parties and
the State expressed their intention to build and develop comprehensive
waterfront port facilities in Portland Harbor within the vicinity of the Maine
State Pier and to provide the necessary financing for such facility and to make
the same available for use by BIW.
WHEREAS, the parties believe that the development of such facilities
will revitalize the Port of Portland, create new employment opportunities for
residents of the State and City, improve a blighted area, support the flow of
commerce and strengthen the economic condition of the State and City.
WHEREAS, in accordance with the terms of a certain Comprehensive
Commitment between the parties and the State of Maine, the parties have agreed
to develop a port facility to be owned in part by the State and in part by the
City, with the City's portion to be leased to BIW in accordance with the terms
of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, and intending to be legally bound hereby, the parties agree as
follows:
1. PREMISES LEASED. The City does hereby lease to BIW, and BIW
does hereby lease from the City, the real estate located at Portland,
Cumberland County, Maine and more particularly described on a survey dated
October 19, 1981, as revised through November 20,
2
1981, prepared by H. I. and X. X. Xxxxxx attached hereto as Exhibit A,
including all submerged lands shown thereon ("the Premises").
2. TERM. The term of this Lease shall commence on February 1,
1982 and, except as provided by Paragraphs 19 and 20, shall expire at 11:59
P.M. on December 31, 2001. Prior to the commencement of this Lease, BIW shall
have the right to enter upon the Premises for the purposes of making
inspections, conducting tests, taking measurements and, in general, gathering
information in anticipation of its future occupancy of the Premises, provided
that such entry does not materially interfere with any existing use of the
Premises.
3. RENT. Subject to Paragraphs 5 and 6 hereof, BIW shall pay to
the City as annual rent for the Premises the amount set forth on the rent
schedule attached hereto as Exhibit B. The annual rent shall be payable in
advance in equal consecutive monthly installments on the first day of each
month. The rent provided hereunder shall be "net" to the City.
4. SECURITY DEPOSIT. BIW, as security for the payment of rent
hereunder, shall deliver to the City the sum of One Hundred and Fifty Thousand
Dollars ($150,000.00) on or before the commencement of this Lease. The City
shall hold such security deposit for its own use and benefit without accounting
to BIW for any earnings thereon until the dates on which it is required to
refund such security deposit to BIW. The City shall refund one-half of the
security deposit to BIW on or before January 1, 1985 and shall refund the
remaining one-half to BIW on or before January 1, 1986. If the City fails to
refund the amount of such security deposit to BIW and if BIW is not then in
arrears in rent to the City, then BIW, without prejudice to any other remedies
which BIW may have against the City, may offset against any amount due the City
under this Lease or any other agreement the amount of such security deposit.
5. RENT CREDIT. BIW has heretofore entered into a lease with the
City of a berthing facility in a portion of a building complex formerly known
as the "City Hospital." Such lease will provide for the payment by BIW to City
of an amount of rent based upon BIW's usage of such facility. If during any
calendar year the City's gross revenues from its rental of the berthing
facility, including rental income from parties other than BIW from that portion
of City Hospital in
3
which the berthing facility is located, exceeds its "operational costs" (as
defined in such lease) for such calendar year, then BIW shall accrue for such
year a credit equal to the amount of such excess up to the maximum amount
stated on Exhibit C attached hereto. The amount of such credit accrued for any
calendar year shall be paid by the City to BIW in cash within 60 days after the
end of such year, provided that upon the termination of this Lease other than
at the end of a calendar year the amounts of such credit accrued for the last
partial calendar year shall be paid by the City to BIW within 60 days after
termination.
6. RENT ABATEMENT. Contemporaneously with the execution of this
Lease, BIW is entering into an operating agreement with respect to a dry dock
owned by the State of Maine ("the Dry Dock Operating Agreement"). The City
acknowledges that in entering into this Lease and the Dry Dock Operating
Agreement all parties have acted upon the assumption that both the Premises and
the Dry Dock and the operations conducted at each will not be subject to any
property tax presently collected by the City (or any tax in lieu thereof) so
long as they are owned by the City and the State of Maine respectively. Such
assumption does not apply to any production equipment or other property which
is owned by BIW or which is leased by BIW other than from the City or the State
of Maine and which BIW is entitled to remove from the Premises upon the
termination or expiration of this Lease. If BIW is required to pay any taxes
to the City contrary to the aforesaid assumption, then the amount of rent
payable by BIW to the City under Paragraph 3 hereof shall be abated by an
amount equal to the amount of any such taxes. If the amount of such taxes
exceeds the amount of rent which BIW is required to pay to the City hereunder,
then BIW at its option may either terminate this Lease without charge or, if
and when it purchases the Premises, apply the aggregate amount of such excess
to the option price stated on Exhibit E in reduction thereof.
7. OPERATING COSTS. It is the intention of the parties that BIW
shall pay all operating and other expenses associated with the Premises until
such time as this Lease terminates. Accordingly, BIW shall pay all charges
for gas, electricity, water, sewer, telephone, and other utilities services
used, consumed, furnished, or supplied in connection with its use of the
4
Premises, together with all costs of maintenance, repair, insurance, and all
other costs associated with the Premises or its operation.
8. IMPROVEMENTS. The City acknowledges that substantial
improvements must be made to the Premises in order to put them into a condition
suitable for their intended use by BIW. For such purpose and as partial
consideration for the rent stated in Paragraph 3, the City grants to BIW an
allowance ("the Improvement Allowance") of Ten Million Four Hundred Thousand
Dollars ($10,400,000.00) less the sum of (a) the City's expenses in issuing its
bonds used in part to meet its financial commitments hereunder ("the Pier
Bonds") and (b) the costs of acquiring the Canadian National Railway Company
land and relocating the railroad tracks located thereon. The Improvement
Allowance shall be used for the purpose of constructing "Capital Improvements".
"Capital Improvements" shall mean expenditures which satisfy the requirements
of the Pier Bonds. BIW shall have the right to make Capital Improvements to
the Premises on behalf of the City up to the amount of the Improvement
Allowance subject only to the following procedures, conditions and limitations:
(a) The City shall set aside in a separate account ("Capital
Improvements Account") an amount of funds not less than the
Improvement Allowance. Such funds shall not be used for any
purpose other than payment for Capital Improvements except
that the City shall have the right to place such funds in such
lawful investments as it deems appropriate and to retain the
earnings on such investments for its own use and benefit,
provided such investments do not adversely affect the
availability of such funds when they are needed to pay for
Capital Improvements.
(b) Prior to constructing any improvements for which it requests
payment by the City out of the Improvement Allowance, BIW
shall submit to the City plans and specifications for such
improvements together with an estimate of their costs for the
purpose of enabling the City to determine whether or not such
improvements constitute "Capital Improvements." Within ten
(10) working days after receipt of such plans and
specifications, the City shall notify BIW whether in its
opinion the
5
proposed improvements constitute Capital Improvements. If, in
the reasonable opinion of the City, the proposed improvements
do not constitute Capital Improvements, the City may refuse to
pay for such improvements out of the Improvement Allowance
unless and until BIW obtains an opinion or ruling from either
the City's bond counsel or from a court or an administrative
agency qualified to render such an opinion or ruling to the
effect that such improvements constitute Capital Improvements.
The parties stipulate that the proposed improvements to the
Premises described on Exhibit D attached hereto constitute
Capital Improvements for purposes of this subparagraph (b),
with the recognition that Exhibit D is intended to be
illustrative and not exhaustive.
(c) BIW shall have the right to contract for services and
materials related to the construction of the Capital
Improvements with such parties and upon such terms, including
price, as it deems appropriate, provided that, to the extent
feasible, BIW shall utilize its government approved
procurement system. The cost of any Capital Improvements
constructed by BIW's own forces shall be the price therefor
established by BIW on the basis of practices usual and
customary in the industry and at the request of the City
certified as fair and reasonable by a qualified independent
professional architect or engineer, as appropriate.
(d) The City shall disburse funds to BIW from the Capital
Improvements Account within ten (10) working days after BIW's
submission of a requisition for payment, except that the City
shall not be obligated to disburse such funds prior to 30 days
after BIW notifies the City of its intention to draw down the
funds covered in the requisition. The submission of a
requisition for payment shall constitute BIW's warranty that
the services or materials for which payment is requested has
been performed or delivered in substantial conformity with the
plans and specifications previously submitted to City and that
the cost thereof (paid or due to be paid) is not less than the
amount of the requisition. If City has reasonable cause to
6
believe that BIW has breached its warranty, the City may
require that BIW provide further reasonable assurances that
the work has been performed in accordance with the aforesaid
warranty. A certificate obtained by BIW from an independent
professional (e.g. architect, engineer) to the effect that BIW
is not in breach of its warranty shall constitute such
reasonable assurances.
(e) City shall have access, at reasonable times and places, to all
plans, specifications and cost information pertaining to the
construction of the Capital Improvements and may designate a
qualified person or persons to observe the construction of the
Capital Improvements, provided that such person shall not
unduly interfere with the progress of such work and further
provided that the City's rights under this subparagraph (e)
may be limited or restricted by BIW to the extent required for
reasons of national security by the Department of Defense.
9. USE OF THE PREMISES. The Premises shall be used only in
connection with the operation of a shipyard or for allied activities. The City
acknowledges that such use is generally consistent with its comprehensive plan
but that it may be necessary for BIW, as agent of the City, to obtain various
permits, licenses, and approvals under local state and federal ordinances, laws
and regulations in order to implement such use. City agrees that it will
assist BIW in obtaining any such permits, licenses and approvals to the extent
that it is able to render such assistance under applicable law. BIW's use of
the Premises shall comply with all valid laws and ordinances of the City,
including but not limited to the zoning, site plan, and building code
ordinances. Without prejudice to any rights or remedies of the City apart from
this Lease, BIW's violation of any such laws or ordinances shall not be deemed
a breach of this Lease unless, after BIW has been finally adjudged by a court
of competent jurisdiction to have committed such a violation, that violation
continues for more than (a) ninety (90) days or, if longer, (b) a reasonable
period of time in which to cure such violation, provided BIW is diligently
proceeding to cure the violation, and provided that BIW maintains reasonable
reserves for the consequences of any such violations.
7
10. ALTERATIONS AND MODIFICATIONS. BIW shall not commit or suffer
any waste of the Premises. City acknowledges that BIW's intended use of the
Premises may require BIW to make alterations and modifications to the Premises
from time to time in order to accommodate various kinds of work which it may
procure for the facility. BIW shall have the right to make such alterations
and modifications to the Premises without the prior consent of the City
provided such alterations and modifications are not likely to diminish
substantially the value of the Premises, even if they necessitate the
demolition of some of the Capital Improvements. If any liens of any nature or
description are placed on record against the Premises as a result of the making
of any such alterations or modifications to the Premises or the construction of
the Capital Improvements, BIW shall take prompt action to discharge or to
contest in good faith any and all such liens, and BIW shall indemnify the City
and hold it harmless from and against any loss, damage, cost, or expense
resulting from any such lien.
11. ASSIGNMENT AND SUBLETTING. BIW shall be entitled to assign
this Lease or sublet the Premises or any part thereof to (a) any parent or
subsidiary corporation or any corporation under common control, (b) any
corporation with whom BIW may merge or consolidate, (c) any person, firm or
corporation to whom BIW may transfer substantially all of that portion of its
assets which are located at or on the Premises, or (d) any person, firm or
corporation whose business is integrally related to BIW's use of the Premises.
BIW shall not assign or sublet to any other party without the City's written
consent which shall not be unreasonably withheld or delayed.
12. REMOVAL OF BIW'S PROPERTY UPON TERMINATION OR EXPIRATION OF
LEASE. Upon the termination or expiration of this Lease, BIW shall have the
right to remove from the Premises all of its goods and effects, including all
inventory, furnishings, trade fixtures, machinery and equipment owned by it or
leased by it from any person, firm or corporation other than the City, whether
or not such removal injures or damages the Premises, provided that if any such
injury or damage impairs the structural integrity of the Premises or otherwise
creates a hazard to the public, BIW shall repair or restore the Premises to the
extent necessary to eliminate any such impairment or hazard. Notwithstanding
anything in this Lease to the contrary, if this
8
Lease is terminated for any reason prior to December 31, 2001 other than as a
result of nonpayment of rent, then BIW shall be entitled to continue in
possession of the Premises on a month-to-month basis for an aggregate period of
up to one (1) year but not later than December 31, 2001 for the limited purpose
of completing any work in process at the Premises and for winding up its
operations in an orderly manner. During any such hold over period, BIW shall
continue to perform its obligations under this Lease.
13. CONDEMNATION. If the Premises or any significant portion
thereof are taken by eminent domain so as to prevent BIW from continuing to
operate the Premises as a shipyard substantially as operated prior to such
condemnation, then, at the option of BIW, this Lease shall terminate without
payment of any penalty or termination charge and BIW shall be entitled to share
in any award of damages made by the condemning authority to the extent of its
interest in the Premises.
14. INSURANCE AND INDEMNITY
(a) Public Liability. BIW shall, during the construction phase
and at all times thereafter during the term of this Lease, carry public
liability insurance in amounts reasonably satisfactory to the City, naming the
City as an additional insured. In no event shall BIW be required to provide
insurance in excess of the City's maximum possible liability under law.
(b) Property. BIW shall maintain a policy of fire and extended
coverage insurance on the Premises in an amount not less than the option price
stated on Exhibit E, subject to reasonable self-insured retention levels. Said
policy shall name the City as an additional insured but shall provide that the
proceeds thereof are payable to BIW. BIW may provide for such coverage by
blanket policies insuring it and one or more of its affiliated companies.
(c) Waiver. Neither BIW nor its agents, contractors, servants,
employees or representatives shall be liable to City or to any persons claiming
under City, by right of subrogation or otherwise, for any damage to the
Premises from fire or any other casualty usually included in the so-called
standard "extended coverage" endorsements contained in fire insurance
9
policies written in the State of Maine, whether or not such damage was caused
by the negligence of BIW, its agents, contractors, servants, employees or
representatives.
Similarily, the City shall not be liable to BIW or to any
person claiming under BIW by right of subrogation or otherwise for any damage
to any property of BIW at or on the Premises from fire or any other casualty
usually included in the so-called standard "extended coverage" endorsements as
contained in fire insurance policies written in the State of Maine, whether or
not such damage was caused by the negligence of City, its agents, contractors,
servants, employees or representatives.
15. BIW INDEMNIFICATION OF CITY. BIW shall indemnify the City and
save it harmless from and against any and all claims, actions, damages,
liabilities and expenses (including reasonable litigation expenses) in
connection with loss of life, personal injury and/or damage to property arising
from or out of any occurrence in, upon or at the Premises, or the occupancy or
use by BIW of the Premises or any part thereof or occasioned wholly or in part
by any act or omission of BIW, its agents, contractors, employees, servants,
lessees or concessionaires. Notwithstanding anything herein to the contrary,
BIW shall not be required to indemnify the City nor save it harmless from and
against any claims, actions, damages, liability, or expense (including
litigation expenses) to the extent they or it arise out of (a) any negligent
act or omission of the City, its agents, contractors, employees, servants or
representatives, or (b) any act or default of any owner, occupant, tenant or
user of any property adjacent to the Premises.
16. DAMAGE TO THE PREMISES. If the Premises or any part thereof
shall be damaged by fire or other casualty, BIW shall give notice thereof to
the City. As soon as practical, BIW shall survey the damage to the Premises
and determine the estimated cost of repairing such damage. Within a
reasonable time thereafter, BIW shall either (a) repair such damage, or (b)
exercise its purchase option as provided in Paragraph 20 and apply any
insurance proceeds paid to BIW under any policy of fire or extended coverage
insurance for the uses and purposes set forth below in the following order of
priority: (i) payment of all costs necessary to eliminate any public nuisance
and make the Premises reasonably safe, (ii) payment of the option price for the
10
Premises, (iii) payment to BIW of an amount equal to the proceeds of such
insurance attributable to the loss upon its property and its investment in the
Premises, (iv) payment of all costs of cleaning up the Premises to the extent
not covered under (i) above, and (v) payment in equal amounts to BIW and the
City of any remaining proceeds. BIW shall not be obligated under any
circumstances to expend its own funds in excess of any insurance proceeds made
available to it for the purpose of repairing any such damage provided BIW has
maintained insurance coverage as required by Paragraph 14(b). In repairing any
such damage as above provided, BIW shall not be obligated to restore the
Premises to the same condition they were in prior to such damage but may
undertake such repairs, alterations, modifications or improvements which have,
in the reasonable judgment of BIW, an equivalent or greater value to BIW.
17. BIW DEFAULT.
(a) If BIW defaults in the payment of rent or any other
payment or sum required of BIW hereunder and if such default is not cured
within 180 days after BIW's receipt of written notice of such default from the
City, then the City may, in addition and without prejudice to any other
remedies, immediately or at any time thereafter enter into and upon the
Premises or any part thereof in the name of the whole or mail a notice of
termination addressed to BIW and, after allowing BIW a reasonable opportunity
to remove its property from the Premises, repossess the same and expel BIW
and those claiming by, through or under BIW and remove its and their effects,
and upon such entry or mailing as aforesaid, this Lease shall terminate, BIW
hereby waiving all rights of redemption, but BIW shall remain liable as
hereinafter provided. All rental payments not paid within 10 days of the date
when due shall bear interest at a rate which is two percent in excess of the
"prime rate" from time to time charged by Manufacturers Hanover Trust Company
of New York, New York. In the event that this Lease is terminated pursuant to
the provisions of this Paragraph, BIW shall forthwith pay to the City as
damages an amount equal to the sum of (i) the amount of the rent and other
payments called for hereunder for the period from the date of such default
until the next date as of which BIW would have a right of termination under
Paragraph 19 plus (ii) if such next date of termination is the end of 1986, the
termination
11
charge provided for in Paragraph 19, subject to any rebate to which BIW may be
entitled, less (iii) such rent and other payments as the City shall receive in
the good faith fulfillment of its obligation to mitigate damages.
(b) If BIW defaults in the performance of any of its
covenants, agreements or obligations hereunder other than the payment of rent,
the City shall have all rights and remedies available to it under law or
equity, other than the right to terminate this Lease, and, without limiting the
foregoing, shall be entitled to obtain either (i) an injunction from a court of
competent jurisdiction compelling BIW to cure such default forthwith and to
post a bond in an amount approximating the damages which the court determines
that the City is likely to sustain as a result of such breach. If BIW violates
any such injunction the City, in addition to other available remedies, at any
time following the expiration of sixty (60) days from the date on which BIW
received written notice of such violation, may enter into and upon the Premises
or any part hereof in the name of the whole or mail a notice of termination
addressed to BIW and repossess the same and expel BIW and those claiming by,
through or under BIW and remove its and their effects, and upon such entry or
mailing as aforesaid, this Lease shall terminate, BIW hereby waiving all rights
of redemption. If the City commences an action against BIW for the purpose of
enforcing its rights hereunder and obtains a final judgment against BIW, the
City shall be entitled to recovery from BIW, in addition to any other amounts
stated herein, that portion of its reasonable expenses, including attorneys'
fees, fairly attributable to such final judgment.
Except in the case of default for nonpayment of rent,
if BIW is in default under this Lease and if the City has not then repossessed
the Premises, BIW shall have the right to cure such default by exercising its
purchase option as provided in Paragraph 20 and, if it exercises such option,
then the City shall not be entitled to any damages as a result of such default.
18. CITY'S COVENANT OF QUIET ENJOYMENT. Upon payment by BIW of
the rent herein provided and upon the observance and performance of all the
covenants, terms and conditions on BIW's part to be observed and performed, BIW
shall peaceably and quietly hold and
12
enjoy the Premises for the term hereof without hindrance or interruption by the
City or any person or persons claiming by, through or under the City. The City
will use its best efforts to prevent the use of the westerly portion of the
Maine State Pier which is located adjacent to the Premises in a manner which
would interfere with or create a hazard to BIW's operations upon the Premises
and the City will include a provision for the benefit of BIW in any leases of
such adjacent property calculated to prohibit any such use.
19. RIGHT OF TERMINATION. BIW shall have the right to terminate
this Lease at the end of 1986, 1991 and 1996 upon not less than thirty (30)
days written notice to the City. If BIW exercises its right of termination
effective at the end of 1986, it shall pay to the City, within thirty (30) days
thereafter, a termination charge of $1,630,000 in lieu of any and all other
amounts due hereunder. The City shall rebate to BIW out of any funds which it
may receive from the State of Maine from a sale or other disposition (including
lease) of the drydock facility referred to in Paragraph 6 within thirty (30)
days after its actual receipt of such funds the amount of such funds in excess
of the amount required to fund in full the retirement of its Pier Bonds through
a sinking fund, such rebate not to exceed $1,630,000. BIW shall have the right
to terminate the Lease at the end of 1991 or 1996 without payment of any
penalty or termination charge.
20. PURCHASE OPTION. At any time during the term of this Lease,
BIW, at its option, may purchase the Premises from the City for the option
price stated on Exhibit E attached hereto. If BIW exercises its option to
purchase the Premises, the City, within 30 days thereafter, shall convey the
Premises to BIW by means of quit claim deed with covenant, in form acceptable
to counsel for BIW, free and clear of all encumbrances except such encumbrances
as exist of record or are known to BIW on the commencement of the term of this
Lease. If, in the opinion of BIW's counsel, the City is not able to deliver
good and merchantable title to the Premises, then, the City shall use its best
efforts at its own expense to cure such title defects as may exist. If for any
reason the City is unable to cure such title defects, BIW may elect to close
the transaction notwithstanding them; provided, however, that there shall be no
abatement of the purchase price by reason of such defects. The option price
for the Premises shall be paid in full to the City by
13
BIW at the closing by bank or certified check. There shall be no pro-rations
except for the amount of rent payable by BIW to City under Paragraph 3 hereof.
21. OPTION TO RENEW. If BIW desires to extend or renew this
Lease, it shall give written notice of its desire not less than 180 days prior
to expiration of the primary term hereof, and if the City is agreeable, the
parties shall negotiate such an extension or renewal on mutually acceptable
terms.
22. NOTICES. Any notice, demand, request or other instrument
which may be or are required to be given under this Lease shall be delivered in
person or sent by United States certified mail, postage prepaid and shall be
addressed (a) if to the City, City of Portland, 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxx 00000, Attention: City Manager, with a copy sent to the same address
Attention: Corporation Counsel, and (b) if to BIW at 000 Xxxxxxxxxx Xxxxxx,
Xxxx, XX 00000, Attention: Corporate Secretary and at such other addresses as
the parties shall designate by written notice in accordance with this
Paragraph, with copies thereof to the Xxxxx, Xxxxxxxxxx xx Xxxxxxxxxxxxxx,
Xxxxxxx, XX 00000, Attention: Commissioner.
23. FORCE MAJEURE. Neither party shall be liable for its failure
to perform its respective obligations under this Lease, if prevented from so
doing by any cause beyond the reasonable control of such party such as, but not
limited to, strike, lockout, breakdown, accident, order or regulation of or by
any governmental authority, or failure of supply, or inability, by the exercise
of reasonable diligence, to obtain supplies, parts, or employees necessary to
perform such obligations, or because of war or other emergency, or for any
cause due to any act or neglect of the other party hereto, or its servants,
agents, employees or any assignee, sublessee, or successor in interest to such
other party. The time within which such obligations shall be performed shall
be extended for a period of time equivalent to the delay from such cause. This
Paragraph 23 shall not modify BIW's obligation to pay rent as otherwise
provided by this Agreement or by law.
24. MISCELLANEOUS.
14
(a) The captions appearing in this Lease are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of this Lease, nor in any way affect this Lease.
(b) This Lease shall not be recorded, but each party
agrees, at the request of the other, to enter into a mutually satisfactory
Memorandum of Lease in recordable form.
(c) This Lease, including the Exhibits attached hereto
and the Comprehensive Commitment, including the Exhibits attached hereto,
constitute the complete and exclusive statement of the agreement of the parties
as to the subject matter hereof.
(d) This Lease cannot be amended except by written
instrument executed by both the City and BIW.
(e) This Lease shall be construed and enforced in
accordance with the laws of the State of Maine.
25. SUCCESSORS AND ASSIGNS. The provisions of this Lease shall
be binding upon and inure to the benefit of the respective successors and
assigns of the City and BIW provided that during the term of this Lease the
City shall not voluntarily transfer, assign, pledge or otherwise encumber its
ownership interest in the Premises other than a transfer to the State of Maine
pursuant to the terms of the Purchase and Sale Agreement.
IN WITNESS WHEREOF, the City and BIW have executed this Lease as of
the date first above written.
CITY OF PORTLAND
/s/ Xxx X. Xxxxxxx
--------------------
Witness
/s/ Xxxxx Xxxxxx
--------------------
Corporate Counsel
/s/ Xxxxxxx X. Honey
--------------------
City Manager
BATH IRON WORKS CORPORATION
/s/ F. Xxxxx Xxxxxxx
--------------------
Witness
/s/ Xxxx Xxxxxxxx
---------------------------
Chairman of the Board
and Chief Executive Officer
15
EXHIBIT B
RENT SCHEDULE
(Year of Payment)
(in 000's)
1982 1983 1984 1985 1986 1987 1988 1989 1990 1991
$ 661 $ 695 $ 710 $1,006 $1,026 $1,046 $1,168 $1,192 $1,226 $1,245
1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
$1,300 $1,300 $1,300 $1,350 $1,350 $1,400 $1,400 $1,400 $1,400 $1,400
16
EXHIBIT C
MAXIMUM RENT CREDIT SCHEDULE
(Year of Accrual)
(in 000's)
1982 1983 1984 1985 1986 1987 1988 1989 1990 1991
$161 $195 $210 $256 $276 $296 $318 $342 $376 $395
1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
$400 $400 $400 $400 $400 $400 $400 $400 $400 $400
17
EXHIBIT D
CAPITAL IMPROVEMENTS
MAINE STATE PIER
- Provide Services:
- Electrical Power 2-3000 KVA
- Steam 00-00000#/hr., 200 PSI
- Gases Xxxx, Oxygen, Hel.Arg., CO 2
- Compress Air 10-1500 CFM, 125 PSIG
- Potable Water 250 GPM
- Fire Pumps 15-2500 GPM
- Sewerage Collection connected to the city sewerage system.
- Rebuild/Expand Pier to Accommodate 25 Ton Crane
- Provide 40,000 sq. ft. of Converted Warehouse for
Shop Use with 5 Ton Bridge and utilities.
- Provide Security fencing for area.
- Provide 5000 sq. ft. Improved Office Area Ready for
Occupancy.
NEW PIER
- Construct Pier Parallelto Maine State Pier for
Drydock and a Berth for Ships on Opposite Side
- Provide Services:
- Electrical Power 3-5000 KVA
- Steam 15-25,000#/hr., 200 PSI
- Gases Xxxx, Oxygen, Hel.Arg., CO 2
- Compressed Air 1500-2500 CFM, 125 PSIG
- Potable Water 500 GPM
- Fire Pumps 25-4000 GPM at 125 PSIG
- Sewerage Collection connected to the city sewerage system.
DREDGING OF AREA AND PILE REMOVAL
- Removal of Existing Piling
- Dredging of Estimated 150,000 cubic yds.
DESIGN AND ENGINEERING
- Provide Soil Study
- Environmental Permit Applications
- Preliminary and Detail Engineering Study
LAND ACQUISITION
- Acquire Canadian National Land
- Relocate Tracks
18
EXHIBIT E
OPTION PRICE SCHEDULE
(Year of Purchase)
(in 000's)
1982 1983 1984 1985 1986 1987 1988 1989 1990 1991
$15,000 $14,250 $13,500 $1,006 $12,750 $12,000 $10,500 $9,750 $9,000 $8,250
1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
$ 7,500 $ 6,750 $ 6,000 $5,443 $ 5,433 $ 5,433 $ 5,433 $5,433 $5,433 $5,433
