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HomeMy WebLinkAbout1994-10-24 94-465 ORDERCOUNCIL ACTION Item No. Date October 24, 1994 Item/Subject: Authorizing Execution of an Indenture of Lease With Three Organizations -- Birch Park (formerly Charleston Family Housing Acquisition or New Capahart) Responsible Department: Community 6 RCenemin Development Commentary: As the Council isaware, the City will shortly be taking over ownership of the forest Charleston Family Housing Acquisition (New Capehart) pursuant to the McKinney Act. As part of the City's plan to use this property as required by the McKinney Act, the City is working with Hope House, Community Health and Counseling Services, and Greater Bangor Area Shelter to provide services in this project. These organizations have agreed to the language in the attached Indenture of Lease and are eager to start their part of the plan. At this point the City has not received the deed, but all parties want to be in a position to start upon receipt of the deed from the Federal Goverment (Health and Human Services). This Order will aid in that endeavor. The Community and Economic Development Committee will review this at their October 19, 1994 meeting and their recommendation will be provided at the Council meeting. Your approval is recommended. Department Head Manager's Coments: City manager Associated Information: Order, Indenture of Lease Budget Approval: France Director Legal Approval: Cit o or Introduced For x Passage First Reading - Referral Page 1 of aatoear xa Aasoedto Counc r sawacci ry/ CITY OF BANGOR W (TITLE) CBTr, Authorizing Etion of a Indenture o£ Lease. With Three Organizations -- Birch Park (formerly :Charleston Family Housing Acquisition or New Capehartj - By az City Causes Naz My ofBmnel: THAT City Manager Edward A. Barrett is hereby authorized, on e behalf of the City of Bangor, toe cute three separate documents entitled "Indenture of Lease (Birch Park)" with Community Health and Counseling Services, Hope House, and Greater Bangor Area Shelter or the appropriate corporate parent of each regarding the use and occupancy of property or premises in Birch Park (formerly Charleston Family Housing Acquisition or New Capehart). Each said Indenture of Lease shall be substantially similar (project name change allowed) to the Indenture of Lease attached and incorporated herein by reference as Exhibit A. Any changes to exhibit A must be approved as to form by the City Solicitor prior to execution. pis 94-465 {2 IN C;Fy CoONCIL O R D E R October 24, 1994 Passed Title; Authorizing Execution oFan Indenture of Lease with Three Organizations - Birch Park LW�CITY ERK /h(q.�, 0 (formerly Charleston Family Housing Acqufetion gni Nev QiPehai[) ••••••••••• ........ ..... ....... �AmdgamJ to ..11%4:!�.44NJ.RReSM...... t... / Councilmen 96-465 INDENTURE OF LEASE (Birch Park) THIS INDENTURE OF LEASE (hereinafter sometimes referred to as -Lease"), executed in duplicate this day of 1994, by and between: CITY OF BANGOR, a municipal corporation organized and existing under the laws of the State of Maine, and having its principal offices at 73 Harlow Street, Bangor, Maine (hereinafter sometimea referred to as "Lessor'. and a nonprofit corporation organized and existing under the laws of the State of Maine, and having a place of business n Bangor, County of Penobscot, State of Maine (hereinafter sometimes referred to az "Lessee"). W I T N E S S E T H: WHEREAS, Lessor is the owner of land and buildings known as the "Charleston Housing Area" to be renamed ^Birch Park" located at the northerly corner of the intersection of Union Street and Griffin Road in the City of Bangor, County of Penobscot, State of Maine; and WHEREAS, Lessor acquired this property from the United States pursuant to provisions of Title V of the Stuart B. McKinney Homeless Assistance Act; and WHEREAS, as a condition of such acquisition Lessor is obligated to utilize such property in a manner that provides direct assistance and shelter to persons who temporarily find themselves without adequate housing; and WHEREAS, Lessor believes that the provision of such assistance can be accomplished, in part, by cooperation between various providers of services to the targeted population; and WHEREAS, Lessee is an organization with the expertise and resources available to provide such assistance to the targeted population; and WHEREAS, Lessee is desirous of leasing a specific number of units in Birch Park for the purpose of providing such assistance; and WHEREAS, Lessor has determined that such aecompatible with the location and beneficial to the interests of Lessor and its inhabitants, and Lessor is willing to lease said property to Lessee under the terms and conditions stated herein; OAAPf 10/19/94 EXHIBIT NOW, THEREFORE, the parties do mutually agree as follows: ARTICLE I - PREMISES A. The Lessor, for and in consideration of the rents to be paid and the obligations to be performed by Lessee as hereinafter provided, does hereby demise and lease unto the Lessee, and the Lessee does hereby take and hire, upon and subject to the terms and conditions hereinafter expressed, the following described premises located in Birch Park at the comer of Union Street and Griffin Road in Bangor (hereinafter the "demised premises"), viz: The building(s) and associated garage(s) and paved parking area(s) depicted as Building(s) Number a plan of Birch Park attached and incorporated herein by reference as Exhibit A. Said demised premises contain a total of nits being leased by Lessee. The grounds in the immediate vicinity of said Building(s) are to be used and held in common with other Lessees and their clients, employees or agents, as well as with Lessor's clients, employees or agents. - ARTICLE II - TERM Unless sooner terminated inaccordance with Article XVI below, Lessee shall have and hold the within demised premises for a term of five (5) years commencing on and terminating on Lessee shall have an option to renew this Lease as set forth in Article Iv below. ARTICLE III - RENT Lessee shall pay rent to Lessor for the use and occupancy of the demised premises the amount per unit as set forth in the following table: MONTHLY RENT TOTAL ANNUAL RENT PER UNIT PER UNIT YEAR 1 $ 170.00 $ 2,040.00 The monthly rent to be paid during Years 2 through 5 shall be based upon the annual costs of operating and maintaining the units. The monthly rents for each successive year shall be established by Lessor no later than 30 days prior to the anniveary date of this Lease. The costs shall be determined each year onrs a per unit basis. The calculation of costs shall include amounts necessary to cover payments for real estate taxes if such properties were taxed equivalent to a private entity, property insurance, snowplowing, repair and maintenance, management, legal and accounting, miscellaneous, replacement reserve, maintenance of common areas, and conversion costs. Lessee shall pay all rents herein required by the first (1st) day of each month, without prior demand therefor, in lawful money of the United States, at the address of the Lessor as set forth herein or at such other reasonable place as the Lessor may designate. late payments shall be subject to an additional interest charge of one and one-half percent (1.5t) per month. Payments a considered late if they are received by Lessor after the fifteenth (15th) day of the month when due. The first payment shall be due upon execution of this Lease. ANTICLB 1V - OPTION To RENEW LEASE Lessee shall have five (5) successive options to renew w this Lease, each for an additional five (5) year period, so long as the first (1st) option is exercised prior to the end of the term hereof. The first option moat be exec iced, if at all, between and , inclusive. Provided the Lease is renewed by virtue of exercise of the first option, the period for exercising the second eoption shall run from through Provided additional options are desired, the period during which the option met beexercised shall be between and , inclusive, of the fifth year of the then effective Lease term. Each option shall be exercised only during the time periods noted herein and only by written notice from Lessee to Lessor. The options hereby granted are conditioned upon the existence at the time of exercise of the specific option of no uncured defaults of this Lease or any subsequent amendments or renewals thereof. The consideration for each said option shall be $1.00 tendered concurrently with the notice exercising each option. The monthly rents to be paid per unit during each year of any renewal term shall be determined and established as described in Article III above. The monthly rent for the first year of any renewal term shall be established by Lessor no later than 30 days prior to the end of the then existing term of this Lease. ARTICLE V - USE, IX:C'OPANCY AND ALTERATIONS TO PREMISES A. Lessee shall have the right to use, occupy and maintain the demised premises in a reasonably businesslike, careful, clean, and reasonably safe manner for the purposes of providing direct assistance and shelter to persons who temporarily find themselves without adequate housing, including professional and therapeutic services related thereto, and for n other purposes whatsoever without the prior expressed written consent of the Lessor. Nothing herein shall prevent Lessor from offering similar, identical or different services to such persona within Birch Park. B. Lessee shall not use, occupy or maintain the demised premises in any manner so as to violate any municipal, state, or federal law, regulation or'code. C. Lessor shall maintain all common areas of Birch Park, said maintenance to include lawn mowing and landscaping. Lessee shall be allowed, upon prior written approval from Lessor, which approval shall not be unreasonably withheld, and at its expense, to erect and maintain fences, which may or may not attach to the buildings, as well as to develop gardens or other landscaped plantings; provided, however, that Lessee will be responsible for landscaping, mowing and maintaining the grounds' appearance within any fenced area, whether or not fully enclosed, as well as maintaining any approved gardens or other landscaped plantings. Lessor shall be responsible for driveway and parking area snow removal, while Leasee will be responsible for walkways serving garages or buildings and step/porch snow removal. N. Lessor shall be responsible for all exterior building maintenance, including, but not limited to, roof, painting, driveways, siding, chimneys, etc. Lessee will be responsible for minor interior maintenance such as painting and cleaning. Lessor will be responsible for the maintenance, repair and replacement of major components, fixtures or appliances, such as staves, refrigerators, ranges, water heaters, heating systems, or plumbing or electrical systems. Provided, however, that any repair of damage or replacement of damaged components, fixtures or appliances, or any repair or replacement of any other damage to the demised premises, which is necessitated by any act or omission of Lessee, its officers, licensees, contractors, subcontractors, servants, invitees, clients, employees or agents shall be the responsibility of Lessee. E. Lessor shall be allowed by Lessee to conduct an annual inspection of the demised premises to ascertain the condition thereof, provided reasonable notification is given to Lessee. F. Garbage collection shall be by regular municipal collection procedures. Lessee shall insure that garbage is placed in the designated location .Only once per week for pickup. No garbage may be stored in a garage for longer than one week and Lessee shall insure that no unsightly accumulation of garbage occurs in, on and around the demised premises. Garages shall be used for vehicles or equipment and for no other purpose without the prior written authorization of Lessor. No hazardous materials shall be stored in, on or around the demised premises. G. Lessee shall be responsible for all utility coats resulting from Lessee's use and occupancy of the demised premises, including but not limited to, telephone, sewer,. water, electricity and fuel. Each building shall contain separate utility meters. H. Prior to execution of this Lease, Leasee shall submit to Lessors operational plan for the program to be conducted at the demised premises. Said plan must be approved by Lessor. Once approved, Lessee shall comply with its plan during Lessee's use and occupancy of the demised premises. The operational plan shall address the following areas: 1. Type of clients to be served by Lessee. 2. Rules and regulations concerning the conduct of Lessee's clients in, oonand around the demised premises. 3. Lessee's staffing requirements, both inhouse and/or day/shift staff. I. No pets shall be allowed in, on, or around the demised premises unless they are specifically required as part of Lessee's therapeutic program or unless necessary for the day-to-day assistance of disabled individuals, such as seeing eye or hearing ear dogs. 'Pet" as used herein shall include, but not be limited to, any dog, cat, Other sensual, bird, fish, crustacean, reptile, insect or amphibian kept in, on or around the demised premises. J. No signs shall be allowed on the demised premises except that Lessee may install one nameplate size sign per building in compliance with Lessor's Sign Ordinance. K. No commercial use of the demised premises shall he allowed; provided, however, that home occupations will be allowed so long as they are in compliance with Lessor's Land Development Code. L. Lessee shall have the right to use and enjoy all common areas together with all other Birch Park Lessees, their clients and employees and Lessor and its clients and employees. Approved fenced a shall not be considered common areas for this purposes Organized events in the common areas such as picnics, concerts, etc. shall require the prior written approval of Lessor. M. Lessor, through its agents or employees, shall, absent emergency or exigent circumstances, have at all reasonable times the right, upon reasonable notification to the Lessee, to go on and inspect the demised premises with an authorized representative of the Lessee, and the rightof access to utility systems located on the demised premises for the purposes of maintenance, repair, correction, or inspection. For purposes of this Article, -reasonable notification" shall include any actual notification to the Lessee or its agent not less than on e Calendar day prior to the date of inspection. "Reasonable times" shall mean any time during Lessee's regular operating hours, or during normal weekday business hours if Leasee shall maintain other than regular operating hours. N. Parking shall only be allowed in improved parking areas and specific parking areas shall be assigned by Lessor for each building. No parking shall be allowed on lawns. Unregistered and/or inoperable vehicles are not permitted on the demised premises. 0. Leasee, its clients, agents, invitees, servants, contractors, subcontractors, licensees, officers, or employees shall not bring, keep or maintain firearms, b -b guns, pellet guns or any other dangerous weapon in, on or around the demised promises. _ P. Lessee may, at its expense, and after issuance of any necessary building permits, if required, erect necessary structures, make renovations to walla (removal/additions), make ingress or egress changes or make other significant renovations if prior written approval is given by Lessor, which approval shall not be unreasonably withheld. Upon expiration or termination of this Lease, however, Lessor may require that the demised premises, including any fenced areae, be restored to their original condition and Lessee shall be responsible for any costs associated therewith. Q. Lessee shall not provide any services at the demised premises to any person who is not residing at said premises at the time such services are rendered. R. Lessee shall not allow safety hazards or attractive nuisances to occur or develop in, on or around the demised premises. S. Lessee shall take all necessary steps to insure that clients or employees do not create any nuisances as described by 17 M.R.S.A. $ 2741 et sem. Lessee shall also take all necessary steps to ensure that clients or employees are conducting no illegal activity in, on or around the demised premises. T. Lessee shall develop specific rules and regulations designed to control client conduct in, on or about the demised premises. said rules and regulations shall include penalties for violations, may include a hearing process, and must be distributed to clients and posted in a conspicuous location in the demised premises. Lessor shall be provided with a copy of said rules and regulations. U. Lessee, its agents, employees and clients shall be required to comply with any applicable Shelter Plus Care, U.S. Department of Health and Human Services or other U.S. government requirements or regulations concerning the program -related use and occupancy of the demised promisee. ARTICLE VS - LIABILITY A® PROPERTY DAMAGE INSURANCE The Lessee, during the entire term of this Lease, or any extension hereof, including any holdover tenancy following regular expiration or early termination hereof, shall maintain, at its Sole expense, insurance of the following types and minimum amounts with companies authorized to do business in the State of Maine for the protection of Lessor against any and all liability, including wrongful death, against all claims, losses, costs or expenses arising out of injuries to persons whether or not employed by Lessee or damage to property whether resulting from acts, fissions, negligence or otherwise of the Lessee, its directors, officers, clients, employees and agents and arising from Lessee's use of the demised premises or any part or portion thereof. Comprehensive Public Liability/Product Liability Bodily Injury, including wrongful Death $1,000,000.00 each occurrence for one person $1,000,000.00 each occurrence aggregate Property Damage $1,000,000.00 each occurrence Lessor shall not be required to provide insurance coverage and shall have no responsibility for any property owned by the Lessee or third parties which may be located on the demised premises. Lessee shall cause to be furnished to the Lessor, at the time of execution of this Lease, evidence in the form of certificates of insurance of the existence in force of the insurance required hereunder. Said certificates shall name Lessor as an additional insured and loss payee. Lessor shall be notified of any changes or discontinuances of coverage. Lessor agrees to promptly notify Lessee in writing of the existence or filing of any claim, demand or action arising out of an occurrence covered hereunder of which Lessor has knowledge, and to cooperate with Lessee in the investigation and defense thereof. The minimum A rage required under this rticle shall be deemed to be automatically adjusted whenever the Baine State Legislature shall increase the Lessor's maximum liability beyond such minimums for personal injury, wrongful death o property damage claims brought under the Maine Tort Claims Act. In the event of such an increase, the minimum insurance coverage required shall be no less than the amounts required herein or no less than the Lessor's maximum liability for such claims under the Maine Tort Claims Act, whichever is greater. ARTICLE VII - IRDIMERTTY During the term of this Lease and during any extensions o renewals hereof, including any holdover tenancy following regular expiration or early termination hereof, Lessee shall defend, indemnify, save and hold Lessor, and its inhabitants, officers, employees and agents completely harmless from and against any and all liabilities, losses, suits, claims, costs, expenses, judgments, fines or demands arising by reason of injury to or death of, or asserted by, any person or persons, including Lessee's agents, clients, invitees or employees, or damage to any property, including all reasonable costs for investigation and defense thereof (including but not limited to attorneys' fees, court costa, and expert witness fees), of any nature whatsoever arising out of r incident to this Lease and/or the use, occupancy, conduct, or management of the demised premises or the acts or omissions of Lessee's officers, clients, agents, employees, contractors, subcontractors, licensees, or invitees, unless such injury, death, or damage is caused by the negligent acts or omissions of the Lessor, its agents, employees, clients or invitees. The Lessee shall give to Lessor reasonable notice of any such claim o actions. The Lessee shall also use counsel reasonably acceptable to Lessor in carrying out its obligations under this Article. During the term of this Lease and during any extensions or renewals hereof, including any holdover tenancy following regular expiration or early termination hereof, Lessee further expressly agrees that it will defend,, indemnify, save and hold Lessor harmless from any and all claims made or asserted by the Lessee's agents, servants or employees arising out of the Lessee's activities under this Lease. For this Purpose. Leasee hereby expressly waives any and all immunity it may have under Maine's Workers Compensation Act inaard to such claims made o asserted against Lessor by Lessee's scents, servants or employees. For this purpose, Lessee further expressly waives any charitable immunity it may have under applicable law as to any and all claims of any Person made or asserted against Lessor arising out of Lessee's use and occupancy of the demised premises or other activity of Lessee under this Lease. The indemnification provided under this article shall extend to and include any and all costs incurred by the Lessor to answer, investigate, defend and settle all such claims, including but not limited to Lessor's costs for attorneys' fees, expert and other witness fees, the cost of investigators, and Payment in full of any and all judgments rendered in favor of the Lessee's agents, r viteea, licensees, clients, servants o employees against Lessor in regard to claims made or asserted by such persons. In exercising the rights granted under this Lease, Lessee shall at all times be regarded as an independent entity conducting its own business and operations and shall not at any time act, hold itself out, or purport to act as an agent, contractor, co-partner, joint venturer or employee of Lessor. "TIME VIII - TABES Lessee is solely responsible for paying all personal property taxes assessed, if any. The payment of real estate taxes is included in the rent herein required to be paid. ARTICLE IB - MONDISCRLNINATION Lessee for itself, its personal representatives, successors in interest and assigns, and as part of the considerations hereof, does hereby covenant ant and agree that (1) no person or group of persons shall be excluded from the demised premises or from employment on the grounds of r religion, color, gender, age, familial statue, national origin, or physical or mental disability, r in any other manner prohibited by law, from participation in, or denied the benefits of, or be otherwise subjected to discrimination in the use or occupancy of said demised premises; and (2) in the construction by Lessee of all improvements, buildings, structures, on, over or under such demised premises and the furnishing of services thereon, no person or group of persons shall be excluded n the grounds of race, religion, color, gender, age, familial status, national origin, or physical or mental disability from participation in, denied the benefits of, or be otherwise subjected to unlawful discrimination. Lessee shall take all steps necessary to provide reasonable accommodation for disabled individuals to access, use and enjoy the benefits of Lessee's operations as required by relevant provisions of Federal, State and local laws, regulations o ordinances; provided, however, that Lessor shall make necessary improvements to one unit per building on the demised premises necessary c ary to provide disabled accessibility prior to use c and occupancy v by Lessee. In the event of breach of any of the above nondiscrimination covenants, the Lessor shall have the right, after failure of Lessee to rectify such breach within thirty (30) days after receipt of notice from Lessor, to terminate this Lease. Provided, however, that Lessor shall not have the right to terminate the Lease under this Article with respect to any complaint of discrimination which is pending final resolution or adjudication before any agency or court of the State of Maine or the United States. ARTICLE E - cOVENAN'TS oP ourET ERSOYI@RT The Lessee, subject to the terms and provisions of this Lease and on payment of the rent, and observing, keeping and Performing all the terms and provisions of the Lease on its part to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold, occupy, and enjoy the demised premises during the term hereof without hinderance or rejection by the Lessor or any other persons. ARTICLE %I - LIESS The Lessor and the Lessee agree that each will promptly discharge (either by payment or by filing of the necessary bond o otherwise) any mechanics', materialmen's or other liens against the demised promisee, any buildings, structures or improvements ma thereon, which liens y arise out of any payment due for labor, services, materials, supplies or equipment which may have been furnished to or for the Lessor or the Lessee, respectively. ARTICLE %II - RAIRTSRARCS AND REPAIRS A. Lessee shall, at its sole expense and coat and except as delineated in Article V above, throughout the term hereof or any extension, including any holdover tenancy hereof, keep and maintain the demised premises in good order end repair, and in tenantable condition, damage by accidental fire and casualty and reasonable wear and tear, excepted. R. Absent damage by fire or other casualty and provided the damage is not caused by Lessee, its servants, agents, clients, officers, invitees, contractors, subcontractors, licensees, or employees, Lessor shall be responsible for repair and/or replacement of the building's major structural components, such as roofs, walla, foundation, or other structural supporta, as a result, or on account, of normal obsolescence. C. Lessee shall be required to notify Lessor in a timely and expeditious manner of the existence of any condition of the demised premises which require repair or replacement or which are otherwise the responsibility of Lessor hereunder. Failure to notify Lessor in a timely and expeditious Fanner may be grounds for termination of this Lease or for Lessee being responsible for the cost of any necessary repairs Or replacement. D. The demised premises have been certified to Lessor a free of lead based paint hazards, however, said premises contain encapsulated lead based paint allowed by and in compliance with applicable State and Federal laws and regulations. If a lead based Point hazard arises as a result of action or inaction by Leasee, its agents, clients, employees, invitees, officers, licensees, contractors, subcontractors or servants, Lessee must immediately notify Lessor of such hazard. Failure to immediately notify Lessor may be grounds for termination of this Lease or for Lessee being responsible for any costs associated with abating such hazard. Provided proper notification of such hazard is given by Leasee to Lessor, Lessor shall be responsible for abating such hazard unless such hazard was caused by the direct act or omission of Lessee, its agents, servants, clients, employee invitees, officers, licensees. contractors or subcontractors. E. In the event that the premises are damaged or destroyed by fire or other casualty, then Lessor may elect to repair or restore the premises within thirty (30) days of such damage or destruction. If, after an election to restore or repair is made, the demised premises are not repaired or restored within a reasonable time thereafter or if Lessor elects not to repair or restore, then Lessor or Lessee may terminate this Leaseupon fifteen (15) days advance written notice. There shall be a just abatement of the rent pursuant to this subparagraph; with such abatement to take into account the extent of any reduction in the fitness of the demised premises for the use and occupancy by Lessee. If the demised premises are totally damaged or destroyed, Lessee shall be entitled to terminate this Lease upon fifteen (15) days advance written notice. "iwaii�A ydRey my A. Ownership of permanent improvements to the demised premises, which may from time to time be made by Lessee or Lessor that are affixed to the property as opposed to movable personal property, shall automatically vest in the Lessor, or its successors and assigns, as a consideration of the Lease and rental schedule. Lessee shall, however, have the option at the termination or expiration of this Lease to remove any of Lessee's permanent improvements or fixtures, provided that such removal takes place within thirty (30) days of said termination or expiration and provided that Lessee, at its sole expense, repairs any damage caused by such removal, and returns the buildings and land appurtenant thereto to asnearly as possible their condition a at the commencement of this Lease, reasonable wear and tear excepted. S. Any movable personal property that may be financed, acted or installed by Lessee from time to time during the term of this Lease shall remain the property of the Lessee, and, upon termination or expiration of this Lease, Lessee shall have the right to remove the same from the demised premises within thirty (30) days of said termination or expiration. Any such property not so removed within thirty (30) days from the date of termination o expiration shall become the property of the Lessor to be disposed of in such way as it may deem fit. in the event Lessee elects to remove said improvements and other personal property, the buildings and land appurtenant thereto shall be returned to as nearly as possible their condition as at the commencement of this Lease, reasonable wear and tear excepted. C. In the event Lessee shall fail to remove any non- permanent improvements or personal property within thirty (30) days from the date of termination or final expiration of this Lease, Lessor shall be entitled to recover from the Lessee Lessor's reasonable costs incurred in removing or disposing of such non- permanent improvements or personal property. in such event, there 10 shall be deducted from Lessor's costa the fair value to the Lessor actually realized from sale, use or other disposition of the particular improvements or personal property concerned. ARTICLE XIV - SORRBNORR OF POSSESSION Subject to the provisions contained in Article XIV, the Leasee shall, upon the termination of this Lease, surrender the quiet and peaceable possession of the demises premises. It is covenanted and agreed by the parties that Lessor shall have the right, upon written notice of termination to Lessee, to terminate this Lease in its entirety upon or after the happening of one or more of the following events, if said event or events shall, at the time of said notice, be continuingi (1) If the Lessee shall neglect or fail to pay the rent or other charges payable hereunder and such default shall continue for a period of ten (30) days after written notice thereof by Lessor; or (2) If Lessee shall neglect or fail to perform or observe any of the other covenants, terms, provisions, or conditions on its part to be performed, or observed, hereunder and such neglect or failure shall continue for a period of thirty (30) days after written notice thereof by Lessor, or if such covenants, terms, provisions or conditions cannot be performed or observed within said thirty (30) day period, if Leasee fails to diligently prosecute the curing of such neglect or failure; or (3) If the estate hereby created shall be taken o execution or by other process of law; or (4) If the Lessee shall be declared or adjudged bankrupt or insolvent according to law by a court of competent jurisdiction; or (5) If any assignment shall be made of the property of the Lessee for the benefit of creditors; or (6) If a receiver, guardian, conservator, or trustee in bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of the Lessee's property by a court of competent jurisdiction whether or not consented to by Lessee; or (I) If a petition shall be filed for a reorganization or for other protective arrangements of the Leasee under any provisions of the Bankruptcy Act now or hereafter enacted; or (8) If the Lessee shall file a petition for such organization or for arrangements under any provision of the Bankruptcy Act now or hereafter enacted; or 11 94-465 (9) If Lessee shall abandon and discontinue its use and occupancy of the demised premises; or (10) If Lessee shall fail to comply with Shelter Plus Care, U.S. Department of Health and Human Services or other U.S. goverment requirements or regulations concerning the program -related use and occupancy of the demised premises; provided that said failure continues for a period of thirty (30) days after written notice thereof by Lessor, or if such failure cannot be orad within the said thirty (30) day period, if Lessee fails to diligently prosecute the curing of such failure; or (11) If Lessee shall fail to control the conduct of its clients or enforce its rules and regulations concerning client conduct; provided that such failure results in complaints to Lessor r by Lessor and said failure continues for a period of fifteen (15) days after written notice thereof by Lessor; or (12) If Lessee shall fail to pay any bill or other monies owed to Lessor, including fuel oil purchased from Lessor or repairs for which Lessee is liable hereunder, provided such failure continues for a period of fifteen (15) days after written notice thereof by Lessor; THEN, in any of the said cases (notwithstanding any license of any former breach of covenant or waiver of the benefit hereof o consent in a former instance), the Lessee may be considered in any default hereunder, and the Lessor lawfully may, immediately or at any time thereafter, and without demand or notice, enter into and upon the said Premises or any part thereof, in the cause of the whole and repossess the save as of the Lessor's former estate, and expel the Lessee and those claiming through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty to any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant. Upon such entry, this Lease shall terminate, and the Lessee shall be liable to pay as rent, amounts equal to the several installments of rents and other charges reserved as would have become due under this Lease if this Lease had not been terminated or if the Lessor had net entered o reentered as aforesaid. Notwithstanding the foregoing, Lessee's liability shall not exceed the difference, if any, between the ental which would have been due had there been no such termination, and the amount being received by Lessor es rent from any new tenant or occupant of said premises. In order to mitigate Lessee's damage hereunder, Lessor agrees to make every reasonable effort to secure subsequent tenants, at terms and conditions equal to this Lease. Pursuant to this Lease, Lessor, with Lessee's consent implied upon execution of this Lease, shall allow the United States Department of Health and Human Services, the Comptroller General of the United States and their duly authorized representatives access to this Lease with Lessee, as well as related books, documents and 12 records, until the expiration of four years after the services furnished under this Lease are performed for the purpose of verifying the nature and extent of Lessee's cost of services provided under this Lease. If Lessor carries out any of the duties of this Lease through an agreement with any other party (said agreement having a value or cost of $10,000 or more in a 12 month period), Lessor agrees to include in any such agreement a provision substantially identical to this Article which requires that such party make similar books, documents and records available to the United States Department of Health and Human Services, the Comptroller General of the United States and their duly authorized representatives for the purpose of veryifying the nature and extent of Lessee's cost of services provided under this Lease. ARTICLE MI - ATTORREY'S PEE The Lessee shall pay to the Lessor asnable attorney's fee in the event the Lessor employs an attorney to collect any rents due hereunder and a n a judgment i connection with collection of said rent, on legal process is levied upon the interest of the Lessee in this Lease or in said Premises, or in the event Lessee violates any of the terms, conditions or covenants an the part of the Lessee herein contained, provided that Lessee fails to promptly correct the violation of any term, condition or covenant after receipt of notice that it is in violation thereof. In the event Lessor employs its City solicitor or an Assistant City Solicitor to collect rents or otherwise protect Lessor's interests under this Lease, -reasonable attorneys fees" under this Article shall mean the reasonable cost of services provided by Lessor's Solicitor or Assistant Solicitor, at the rate charged for similar services by private attorneys in the Bangor area. ARTICLE WIII - ASSIGN[ffii'£. SALE ARO SHBLETTIM The Lessee shall not at any time assign, sell, convey o transfer this Lease o any interest therein, o sublease or sublet or rent the premises, or any part thereof, without the prior written consent of the Lessor which consent shall not be unreasonably withheld. In the event of anapproved sublease, all provisions of this Lease shall extend to, bind and inure to the benefit of not only the Lessor and Lessee but also their successors and assigns. Lessor's consent to any assignment shall be contingent upon the assignee or successor agreeing to comply with the approved operational plan and no consent will be given if Leasee is in violation its approved operational plan. Further, consent may be onditicned upon Lessee's payment of all amounts owed Lessor or the express assumption and responsibility for payment of such amounts by such assignee or successor. 13 6. The Lessor hereby represents and warrants that it has taken all necessary procedural and legal steps as required by federal, state and local laws and regulations for the purpose of authorizing the execution of this Lease and that execution of this Lease by the City Manager renders this Lease a valid and binding document on the part of the Lessor and the same is fully enforceable in all of its terms and conditions by the Lessee. Lessee hereby represents and warrants that it has taken all necessary procedural and legal steps a required under all state, local and federal laws and regulations, and all necessary corporate action to authorize the execution of this Lease by its undersigned corporate officers and that upon such execution this Lease is a valid and binding document on the part of the Lessee and is fully enforceable in all of its terms and conditions by Lessor. ARTICLN II - NAIVIR Failure on the part of the Lessor to complain of any action or non -action on the part of the Lessee no matter how long the same may continue, shall never be deemed to be a waiver by the Lessor of any of Lessors rights hereunder. Further, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by Lessor, shall be construed aswaiver of any other provisions hereunder, and that a r at any time of any of the provisions hereof shall not be construed at any subsequent time asof the same provisions. The approval of Lessor or of any actonvby the Lessee requiring the Lessor's consent or approval shall not be deemed to waive or render unnecessary the Lessor's consent or approval of any subsequent similar act by the Lessee. ARTICLE III - NDTICEB Notices to the Lessor provided for in this Lease shall be sufficient if sent by registered or certified mail, return receipt requested, postage prepaid to: City Manager City of Bangor 73 Harlow Street Bangor, Maine 04401 with copies to Director, Health and welfare at the same address, and notices to Lessee are to be sent by registered or certified mail, return receipt requested, postage prepaid, addressed to: or to such other respective addressee as the parties may designate to each other in writing from time to time. 14 ARTICLE %%II - INVALIDITY OF PARTICUL. PROVISIONS If any term or provisions of this Lease or the application thereof to any person or circumstances is hereafter determined by a court of competent jurisdiction to be to any extent, invalid o enforceable, the remainder of this Lease or the application of such terms and provisions to persons or circumstances other than those to which it Is held invalid or unenforceable shall not be affected hereby and such term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by law. ARTICLE IIIA - CONSTRUCTION The headings appearing in the Lease are intended for convenience and reference only and not to be considered in Construing this Lease. ARTICLE XXIV - NO PARTNERSHIP OR JOINT VENTURE CREATED Nothing contained herein shall be deemed or construed by the s parties hereto, nor by any third party, a creating the relationship of principal and agent or of partnership or of joint venture between the parties, it being understood and agreed that neither the method of computation of rent nor any other provision contained herein nor any acts of the parties shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant. This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of Maine, as the same may from time t0 time exist. ARTICLE IIVI - AMMMDK NT TO LEASE This Lease contains all the terns and conditions between the parties hereto and no alteration, amendment or addition hereto shall be valid unless in Writing and signed by both parties hereto. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year Written above. Witness: CITY OF BANGOR By: Edward A. Barrett Its City Manager 15 Witness: By: Printed Name: Title: STATE OF MAINE 94-465 Penobscot, as. , 1994 Then personally appeared the above-named EDWARD A. BARRETT, n his capacity as City manager, and acknowledged the foregoing instrument to be his free act and deed in his said capacity, and the free act and deed of said body corporate. Before me, Notary Public/Attorney-at-Law Printed Name: STATE OF MAINE Penobscot, as. , 1994 Then personally appeared the above-named in his capacity as , and acknowledged the foregoing instrument to be his free act and deed in his said capacity, and the free act and dead of said corporation. Before me, APPROVED AS TO FORM: Erik M. Stumpfel, City Solicitor 16 Notary Public/Attorney-at-Law Printed Name: V �. 8.08 acres; C� I- �l ,., .='e % u - 1 Am r� B( C© 4. tree \YI� �z IN A BANGOR AREA SHELTER11.1 ,."=._+,..n, JmnAWMA B CITY OF BANGOR- ,.. ""- ' C COMMUNITY HEALTH& COUNSELING CENTER scare - EXHIBIT �A. O HOPE HOUSE ,.,. .:,, :-:. .. . -� =wi;:....-.