Loading...
HomeMy WebLinkAbout1992-05-27 92-280 ORDERDam May 19, 1992 Item No. 92 280 Order, Authorizing the City Manager to Execute a Lease Agreement with Stillwater Realty Trust Item/Subject: Hesponsiblo Department: Community and Economic Development Commentary: As the Council will recall, the City has been working with Stillwater Realty Trust during the past year to develop an agreement regarding the development of a employee parking lot at Dakin Park and the replacement of the deteriorated basket ball curt which exists at the site. In late 1991, the City of Bangor rezoned the Dakin Park area from Parks and Open Space to Government and Institutional Service which will allow employee Marking at the site. Under the terms of the proposed agreement, the City would lease approximately 15,000 square feet of land to Stillwater Realty Trust for the purpose of con- struction of an employee parking lot for adjacent 8 Stillwater Avenue office building for aperiod of 20 years. The parking lot will be available to the public during non -business hours. In return , Stillwater Realty Trust will provide the funds nary (pp to $18,000)to construct a new lighted basketball curt at Dakin Park. Stillwater Realty Trust now prepared to execute theagreement and start construction. The Community and Economic Development Committee considered the proposed agree- ment and recommended approval last December. zn nnuiuvu most Manager's Comments: Aet h Cf O rv„W Ilt%"2/V�� U.9&rN�/l�.Q.9cti➢.WIS nMCily evnymr Associated Information' Budget Approval: A) rn, .a not Legal Approval: for City solirimr Intr used For Passage epage_of— Firsl Reading [:]Referral _ Assigned to Councilor Frankel May 27,1992 92-280 CITY OF BANGOR (TITLE) (jori2Y Au" ng the City Ma ager tojxecutea Lease„Agreement With Stillwater Realty Trust By the City (Sewall of 611; City of Bangor. ORDRRROr TEAT WHEREAS, the City of Bangor and Stillwater Realty Trust have developed a lease agreement which permits the construction of an enployee parking lot at Dakin Park a while providing funds to the City for a new basketball court at Dakin Park; and. WHEREAS, the .existing basketball curt at Dakin Park is in very poor condition and Stillwater Realty Trust will provide the funds necessary to construct a new court; and WHEREAS, the proposed parking lot will be'llmited`i available only to employees of tenants at the 8 Stillwater Avenue office building and available to the public on nights and weekends. THEREFORE BE IT ORDERED THAT the City Manager is hereby authorized and directed � toe cute an agreement with Stillwater Realty Trust, Carol A. Epstein, Trusteea copy of which is on file at the City Clerk's Office. 92-280 ORDER IF CITY COUNCIL r - pp Say 27, 1992 Tatler s Passed pp AULM1oiiz in [he Ci[y Mang C Execute fazl CL -EM e Leese Agreement with Stillwater Realty Trust AmIgnei ED Councilman ' -Z� S $.A -Z� INDENTORE OF LEASE DRAFT 92 280 THIS INDENTURE OF LEASE, executed this _ day of May, 19920 by and between, CITY OF BANGOR, a municipal Corporation duly organized and existing under and by virtue of the laws of the State of Maine, and having its principal offices at 73 Harlow Street, Bangor, Maine (hereinafter sometimes referred to as "Lessor") AND CAROL A. EPSTEIN of Bangor, Penobscot County, Maine, as Trustee of Stillwater Realty Treat, under a Declaration of Trust, dated April 1, 1989, as ended, a copy of said Declaration being recorded in Volume 4532, Page 327, Penobscot Registry of Deeds (hereinafter sometimes referred to as ^Lessee") W I T NE S S E T H: WHEREAS, Lessor is the owner of certain land off Pine Street Extension in the City of Bangor, known as "Dakin Park"; and WHEREAS, Lessee wishes to lease a portion of said land to construct, operate, and maintain a parking lot for use e by tenants of Lessee's office building at 12 Stillwater Avenue; and WHEREAS, it appears to be in the interest of the City of Bangor to lease the property concerned; NOW, THEREFORE, the parties do mutually agree as follows: ARTICLE I PREMISES 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 Lessee, and the Leasee does hereby take and hire, upon and subject to the terms and conditions hereinafter expressed, a parcel of land as further depicted on a plan attached hereto as Exhibit "A". ARTICLE II TER TO HAVE Aero TO HOLD the demised premises unto the Lessee for a term of twenty (20) years commencing on May 1, 1992 and terminating on April 30, 2012. ARTICLE rIr 92 280 RENT As and for a rental payment for the leased promisee, Lessee shall pay to the Lessor, within ninety (90) days from the date of this Lease, the am of Eighteen Thousand Dollars ($18,000.00) for Lessor's use in construction of a new basketballs court adjacent to the demised premises, as depicted on Exhibit "A". Said payment shall constitute the full amount of rent to be paid during the entire twenty (20) year term of this Lease. Said payment shall be non-refundable to the Lessee once paid, but Lessee shall be entitled to require Lessor to apply said funds to co nstruction of the basketball court as provided in this paragraph.Lessor agrees to complete such construction within one (1) year from the date Lessor receives said payment from the Lessee. ARTICLE IV LESSEE TO CONSTRUCT IMPROVEMENTS A. Lessee shall have the right t0 use, occupy and maintain the premises herein described in arnably businesslike, careful, clean, and reasonably safemanner x for the purposes of constructing, operating, and maintaining 10,000+ square foot parking lot, containing approximately 28 parking spaces, within the area designated on the attached Exhibit "A°. Said parking lot is to be built and maintained by Lessee at its own cost. Said premises shall be used, occupied and maintained as a parking lot for use by tenants of Lessee's adjacent office building at 12 Stillwater Avenue, and for no other purposes whatsoever without the prior written consent of the Lessor. B.1 Lessee shall construct and maintain all structures or improvements on the demised premises in accordance with all applicable building, fire and property maintenance codes of the State of Maine, the Laws and Ordinances of the City of Bangor including the site plan approval process outlined in the Laws and Ordinances of the City of Bangor, and with a site plan, design and construction plans to be submitted to Lessor by Lessee and approved by the Bangor City Planning Board and the Bangor City Council o its designated Committee. Prior to commencing any construction Lessee shall secure all necessary approvals from the City of Bangor, the State of Maine, and the United States required under any applicable law, ordinance or regulation, including City of Bangor Planning Board approval. Provided that said plane meet the requirements of all applicable laws, ordinances and regulations, said City Council approval shall not be unreasonably withheld. B.2 Within ninety (90) days from the date of commencement of this Lease, Lessee agrees to submit plans requital under this paragraph to the Bangor City Council for its approval. Within thirty (30) days after such submission, said Council shall notify -2- Lessee in writing of its approval of such plana or requested 92 280 modifications. Said modifications shall be submitted on a final, revised plan to said Council for approval within thirty (30) days of said notice. Within thirty (30) days of the receipt of the said final revised plan, said Council shall notify Lessee of the approval or disapproval of same in accordance with Paragraph B.1 above. Leasee agrees to complete construction, including all required landscaping, within six (6) months from the date of receipt of final approval of said plans. In the event Leasee fails to complete construction, including landscaping, within six (6) months, Lessee agrees to pay Lessor a penalty of Three Hundred Dollars ($300.00) per month in addition to all rentals and other charges under this agreement to be paid by Lessees said penalty to continue on a month-to-month basis until all required construction, including landscaping, is completed. Said plana as finally approved shall be attached to this Agreement as Exhibit "B" and shall thereafter be a pert hereof. If Lessee does not accept the modifications proposed by said Council, then, within said thirty (30) day period, Lessee may elect to terminate this Lease by giving written notice of such election to Lessor. Unless the parties otherwLse agree, the failure by Lessee to submit the final, revised plan within said thirty (30) day period shall be deemed to be a election by Lessee to terminate this Lease. In the event of such election, neither party shall have any further rights or liabilities against the other. C. In computing the time the parties are obligated to act as set forth in this Article, there shall be excluded all delays due to strikes, lockouts, Acta of God, massive civil disobedience at Acta of War, or by order or direction or other interference by municipal, state, federal, or other governmental department, board or commission having jurisdiction, or other causes clearly beyond the control of the parties. D. All deadlines for submissions to the Lessor's City Council and all project completion dates specified in this Article shall be reasonably extended as necessitated by any unavoidable delays in the permitting bidding or contracting process. E. Lessor, through its agents, shall have at all reasonable times the right to go on and inspect the premises, to include any structures or improvements thereon, with an euthori2ed representative of the Lessee, and the right of access to utility systems, if any, located on the demised premises for the purposes of maintenance, repair, correction, or inspection. F. Following completion of its initial construction i accordance with Paragraph 8.2 above, Lessee shall have the right to make alterations and improvements to the premises as it may choose, subject to Lessee's obtaining any permits, licenses or approvals required under any applicable provision of federal or state or local law. -3- ARTICLE V 92 280 USE AND OCCUPANCY OF PREMISES FOLLOWING COMPLETION OF IMPROVEMENTS A. Upon completion of initial construction of the improve - more specified in Article IV, Leasee shall have the sole and exclusive right to use and occupy the premises during all regular business hours as a parking lot for use by employees of Lessee's office building tenants at 12 Stillwater Avenue. It is understood and agreed that at all other timee$ i.e., nights, weekends, and regular business holidays, the priestess shall reanain available for unrestricted use for parking by members of the general public, except when necessary for maintenance or snow removal. B. it is further understood and agreed that, following initial construction of the improvements specified in Article TV, Lessee Shall, throughout the term of this Lease,at is sole coat and expense, perform all necessary maintenance to the demised promisee and to the improvements to be constructed thereon, such maintenance to include all necessary repair work, winter snow' plowing, and sanding. In the event Lessee shall fail to perform such maintenance after reasonable notice and demand by the Lessor, Lessor may cause such work to be performed and may charge the reasonable cost thereof to the Leasee. ARTICLE VI LIABILITY AND PROPERTY DAYODE INSURANCE During the entire term of this Agreement, or any extension thereof, Lessee shall maintain, at its sole expense, insurance of the following types with companies authorised to do business in the State of Maine for the protection of the City of Bangor, who shall be named as an additional insured against all claims, losses, costa r expenses arising out of injuries to persona whether or not employed by Lessee or damage to property whether resulting from acts, emissions, negligenceotherwise of the Lessee, its directors, officers, employees and agents and arising from leases's use of the premises or any part or portion thereof. COMOrehenaive Public Liabilit Bodily Injury $300,000.00 each occurrence Comprehensive Property Damage $300,000.00 each occurrence Workers' Compensation Insurance 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 leased premises. Lessee shall cause to be furnished to the Lessor -4- evidence in the form of certificates of insurance of the existence and continuance in force of the insurance required hereunder. 92 280 Lessor shall be notified of any changes or discontinuances of coverage. e Lessor reserves the right to review the minimum amounts of insurance it requires and adjust the minimums in written notice to Leasee to reflect the economic Conditions at that time in order to provide reasonable adequate protection to the Lessor. The my insurance coverage required under this Article shall be deemedrto beautomatically adjusted whenever the Maine State Legislature shall increase the Lessor's maximum liability for personal injury or property damage claims brought under the Maine Tort Claims Act beyond the coverage limits specified in this Article. In the event of such an increase, the minimum insurance coverage required shall be no less than the Lessor's maximum liability for such claims under the Maine Tort Claims Act. ARTICLE VII Lessee shall protect, defend and hold Lessor, and its Inhabitants, officers, employees and agents completely harmless from and against any and all liabilities, losses, suits, claim judgments, fines or demands arising by reason of injury or death of any person or damage to any property, including all reasonable costs for investigation and defense thereof (including but not limited to attorneys' fees, court costs, and expert witness fees), any nature whatsoever arising out of or incident to this Agreement and/or the use, cupancy, conduct, or management of the leased premises or the acts or omissions of Lessee's officers, agents, employees, contractors, subcontractors, licensees, or invitees, unless such injury, death, or damage is caused by the negligence of the Lessor. The Lessee shall give to Lessor reasonable notice of any such claims or actions. The Lessee shall also use counsel reasonably acceptable to Lessor in carrying out its obligations under this Article. Limitation of Lessee's Liability, The Lessee shall be liable under this lease only for such period that it is the owner of the Leasehold, and Lessee's obligations hereunder shall not be binding upon Trustees of any Trust, individually, or upon the Shareholders or beneficiaries of any trust, but only as Trustees and their Trust estates. Except as herein otherwise expressly provided, the terms of this lease shall be binding upon and for the benefit of the successors and assigns of Lessor and Lessee. ARTICLE VIII DAMAGE BY FIRE OR OTHER CAEDALTY Lessor agrees that in the event of destruction or damage of Improvements owned by Lessee on the demised premises, or to any part thereof, and as often as the improvements shall be damaged, by -5- span fire or other casualty, Lessee shall have the right but not the obligation to rebuild and repair the improvements for occupancy. If Lessee elects not to rebuild and repair, it shall so notify Lessor within ninety (90) days or more expeditiously if possible of its decision. Lessor shall then have the option to terminate this Lease and the right, after notice to Lessee, to cause Lessee to demolish all structures to ground level, and to remove all debris from said demolition antl removal from the demised premises. In the event Lessee decides to rebuild and repair said damages all improvements shall be restored to their state and condition prior to said fire or other casualty, or shall be constructed in accordance with plans approved by the Lessor, which approval shall not be unreasonably withheld. any insurance proceeds, in any event, shall be paid to Lessee. It is further understood and agreed that unless Lessor shall exercise anoption to terminate this Lease arising pursuant to this Article, nothing in this Article shall be deemed to relieve Leasee of the obligation to pay rents as provided in Article III, above. ARTICLE IX The Lessee agrees to pay, when due, any and all taxes and/or assessments, fees or charges of any kind whatsoever, as may be imposed during the term hereof, or any extension of the term of this lease, by any governmental authority upon the demised premises, including Lessee's leasehold interest therein, any structures, or improvements thereof, or any personal property located therein. It isexpressly agreed that such taxes and assessments shall include all amounts levied as real estate taxes upon the demised premises by the Lessor acting in its governmental' capacity. Leasee further hereby waives any and all rights or privileges of exemption from taxation on the demised premises, or Lessee's leasehold interest therein, or on any buildings, structures, or improvements thereon, or on any personal property located therein arising due to public ownership of the demised premises by the City of Sanger. provided, however, nothing herein shall in any way prohibit the Lessee from exercising its rights under the law to contest the amounts of such taxes, assessments, charges or fees. ARTICLE 8 NONDISCRIMINATION Subject to Lessee's right to restrict daytime use of the parking lot to be constructed to tenants and employees of Lessee's office building at 12 Stillwater Avenue as provided in Article V above, Lessee for itself, its personal representatives, successors in interest and assigns, and as part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (1) no person or group of persona shall be excluded on th9 2 280 grounds of race, color, or national origin from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use or occupancy of said demised premises; and (2) in the construction of all improvements, buildings, structures, on, over or under such land and the furnishing of services thereon, no person or group of persona shall be excluded on the grounds of race, color, or national origin from participation in, denied the benefits of, or be otherwise subjected to unlawful discrimination. In the event of breach of any of the above non-discrimination covenants, the Lessor shall have the right, after failure of Lassos to rectify such breach within thirty (30) days after receipt of notice from Lessor, to terminate this Agreement. Provided, however, that Lessor shall not have the right to terminate this Lease under this Article with respect to any complaint of discrimination which is pending finalresolution or adjudication before any agency or court of the State of Maine or the United States. COVENANTS OF QUIET ENJOYMENT The Leasee, subject to the terms and provisions of this Lease 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. AATICLS XII LIEWS The Lessor and the Lessee agree that each will promptly discharge (either by Payment or by filing of the necessary bond or otherwise) any mechanics', materialmen's or other 'liens against the demised premises, any buildings, structures or improvements thereon, which liens may 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. TITL ORES ANO IMPROVEMENTS Title to the buildings, structuresand improvements constructed on the demised premises during the term of this Lease, or any extension thereof, shall be in the Lessee, and during such term or extension thereof, the Lessee shall have the right, at its sole expense, to demolish and remove, improve or alter any and all buildings, structures, and improvements and other personal property erected or located on the demised premises. -7- ARTICLE XIV 929x!00 REMOVAL OF PROPERTY UPON TERMINATION Upon the termination or final expiration of this Lease, the improvements and other personal property erected or located upon the demised premises by the Lessee shall remain the property of the Lessee, and the Lessee shall have the right to remove the same from the demised premises within sixty (60) days from the date of termination or final expiration of this Lease. Any such property not so removed within said sixty (60) days shall become the property of the Lessor to be disposed of In such way as the Lessor may deem fit. In the event the Lessee elects to remove said improvements and other personal property, the land appurtenant thereto shall be returned to as near as possible its condition a at the commencement of this Lease, ordinary wear and tear excepted. In the event Lessee shall fail to remove any improvements or personal property within sixty (60) days from the date of termination or final expiration of this Lease, Lessor shall be entitled to recover from the Lessee reasonable costs incurred in removing or disposing of such improvements or personal property. In such event, there shall be deducted from Lessor's costs the fair value to the Lessor actually realized from sale, use or other disposition of the improvements or personal property concerned. ARTICLE xV SURRENDER OF POSSESSION Subject to the provisions contained in Article XIV, the Lessee shall, upon the termination of this Lease, surrender the quiet and peaceable possession of the demised premises. ARTICLE XVI k9JPyfSaLYVS•]il It is covenanted and agreed that: (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 thirty (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, nants, terms, provisions, or conditions on its part to be performed,or observed, 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 Lessee fails to diligently prosecute the curing of such neglect or failure; or -8- (3) If the estate hereby created shall be taken on 92 execution or by other process of law; or 280 (4) If the Lessee shall be declared bankrupt or insolvent according to law; or (5) If any assignment shall be made of the property of the Lessee for the benefit of creditors; or (6) I£ 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; or (7) If a petition shall be filed for a reorganisation of the Lessee under provisions of the Bankruptcy Act now or hereafter enacted; or _ (8) If the Lessee shall file a petition for such organisation or for arrangements under any provision of the Bankruptcy Act now or hereafter enacted. Then any of the said cases (notwithstanding any license of any former breach of covenant or waiver of the benefit hereof or consent in a former instance), the Lessee may be considered in 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 name of the. whole and repossess the same 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 to be used for arrears of rent o 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 not entered or reentered as aforesaid. Notwithstanding the foregoing, Lessee's liability shall not exceed the difference, if any, between the rental which would have been due had there been no such termination, and the amount being received by Lessor as 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 a rental equal to the then prevailing local rate for the demised premises. ARTICLE XVII ASSIGNMENT. SALE AND SUBLETTING The Lessee shall not at any time assign, sell, convey o transfer this Lease or any interest therein, or eubleaee or sublet or rent the entire premises, without the prior written consent of 6E the Lessor which consent shall not be unreasonably withheld. In the event of an approved 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. 92 280 Lessee shall have the right to assign this Lease to any corporation with which it may have become merged, consolidated, or otherwise associated, or any corporation or holding company having the controlling interest in the Lessee, or to any corporation which may be a subsidiary of the Lessee. In no event, however, shall the Lessee named herein be relieved from any obligations under this Lease by virtue of any assignment or subletting. ARTICLE XVIII FINANCIRG AFFECTING DEMISED PREMISES Lessor is cognizant of the need of Lessee to finance the construction of buildings, structures and improvements on the demised premises, and therefore specifically agrees to permit the Lessee to mortgage, conditionally assign or transfer its leasehold interest in the demised premises for the purpose of obtaining construction and permanent loan financing for the said buildings, structures, and improvements, provided, (1) the term of such mortgage, conditional assignment or transfer shall not exceed the initial term hereof; (2) Lessee shall give notice of the existence of such mortgage, conditional assignment or transfer, together with the name and address of the mortgagee, assignee or transferee and a copy of the mortgage, assignment or transfer document; (3) that in the event of foreclosure, and in the event that said mortgagee, conditional assignee or transferee shall become the owner of the Lessee's interest pursuant to such foreclosure, said mortgagee, conditional assignee or transferee shell have the right to take possession and shall become the legal owner and holder of the leasehold estate created hereunder and shall hold such estate Upon the same terms and conditions as held by Lessee from which such mortgagee, conditional assignee or transferee acquired possession, but in such event, said mortgagee, conditional assignee or transferee shall be liable under the terms and conditions hereof during the period of time in which said mortgagee, assignee o transferee holds such estate, and for any defaults antler the terms or conditions hereof which arose before said estate become vested in said mortgagee conditional assignee or transferee. Provided, however, that such mortgagee, conditional assignee or transferee shall not be liable for default(s) of the Lessee occurring prior to foreclosure unless Lessor provided written notice of such default(s) to the mortgagee, conditional assignee or transferee before the effective date of the foreclosure action. -10- (4) that the existence of such mortgage, conditional assignment or transfer, or any foreclosure by a mortgagee shall not relieve the Lessee from any liability or responsibility of the obligations on its part to be performed. ARTICLE XIX 92 280 AUTHORITY To ENTER INTO AGREEMENT 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 authorising the execution of this agreement and that execution of this agreement by the City Manager renders this agreement a valid and binding document on the part of the Lessor and the some is fully enforceable in all of its terms and conditions by the Leeson. Lessee hereby represents and warrants that it has taken all necessary procedural and legal steps as required under all state, local and federal laws and regulations, and all necessary corporate action to authorise the execution of this agreement by its undersigned corporate officers and that upon such execution this agreement is a valid and binding document on the part of the Lessee and is fully enforceable in all of its terms and conditions by the. City of Bangor. ARTICLE XX WAIVER 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 Lessor's 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 as a waiver of any other provisions hereunder, and that a waiver at any time of any of the provisions hereof shall not be construed at any subsequent time as a waiver of, the same provisions. The approval of Lessor or of any action by 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 Leasee. ARTICLE XXI NOTICES Notices to the Lessor provided for inthisLease shall Be sufficient if sent by registered or certified mail, return receipt requested, postage prepaid to: -11- 92 280 Dept. of Community and Economic Development City of Bangor City Ball 73 Harlow Street Bangor, Baine 04401 and notices to Lessee, are to be sent by registered or certified mail, return receipt requested, postage prepaid, addressed to: Carol A. Epstein, Trustee, Stillwater Realty Trust P. O. Box 2400, 6 State Street Bangor, Maine 04401 r to such other respective addresses as the parties may designate to each other in writing from time to time. �4544%lf�ftl u: If any term or provisions of this Lease or the application thereof to any person or circumstances is hereafter determined to be to any extent, invalid or unenforceable, 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 enforceable 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 88III CONSTRUCTION The headings appearing in the Lease are intended for convenience and reference only, and net to be considered in construing this Lease. ARTICLE 88IV ND PARTNERSHIP OR JOINT VENTURE CREATED Nothing contained herein shall be deemed or construed a eating the relationship of principal and agent or of partnership. or of joint venture between the parties hereto, 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 hereto shall be deemed to create any relationship between the parties other than the relationship of landlord and tenant. ARTICLE 88V GOVERNING LAW 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 to time exist. -12- ARTICLE XXVI 92 280 R,s eT'i\�liii-�im19FY3 Upon execution of this Lease, the parties mutually agree that they shall prepare and execute a Memorandum of Lease in a form suitable for recording at the Penobscot County Registry Of Deeds, as evidence of Lessee's interest in the premises demised herein. ARTICLE XXVII �. This Lease contains all the terms 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 first written shove. CITY OF BANGOR (BY) Edward A. Barrett Its City Manager STILLWATER REALTY TRUST (By) Witness - Carol A. Epstein,, Trustee -13-