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HomeMy WebLinkAbout1985-06-24 85-232 ORDER65-232 Introduced by Councilor Frankel, dune 24, 1985 CITY OF BANGOR (TITLE) Nirbtr A th ing.E t on of L Ay eem [ with Zxolalniestreet Associates Parcel B-13 By Ge abr Coamai of at City ofBangnr; OEDEEED9 THAT WHEREAS, Exchange Street Associates has been designated developer of Urban Renewal Parcel B-13; and ,WHEREAS, Exchange Street Associates proposes to provide approximately "seventy-six (76) parking spaces to support Phase One of their development proposal; NOW, THEREFORE, BE IT ORDERED THAT the City Manager is hereby authorized, on behalf of the City of Bangor, to.execute a Lease Agreement, a copy of which is on file in the office of the City Clerk, with Exchange Street Associates for the leasing of a portion of Parcels B-13 and R-6 consisting of approximately 19,167 square feet for the purpose of constructing a parking area to support Phase One of their development proposal. LN clw coutcxt ORDER June 34, 1985 _ - ./ / Title. - Ate AUNo[ixSng Execution of Lease Agreement Ty CLERK ....................... T ._ 71 ue with Exchange Street Associates -.Parcel Pr13 Introduced and filed by owI mon LEASE AGREEMENT This LEASE AGREEMENT, executed in duplicate counterparts, is entered into this day of 1985 by and between: CITY OF BANGOR, a municipal corporation located in the County of Penobscot, State of Maine (hereinafter some- times referred to as the "City") AND EXCHANGE STREET ASSOCIATES, a Maine limited partnership with a place of business in Bangor, County of Penobscot, State of Maine (hereinafter sometimes referred to as "Lessee"), WITNESSETH: NOW, THEREFORE, in consideration of the obligations and responsibilities set forth herein, the parties do mutually agree as follows: ARTICLE I The City, for and in consideration of the rents to be paid and the obligations to be performed by the Lessee as hereinafter provided, does hereby demise and lease unto the Lessee, and the Lessee does hereby demise, lease, take and hire, upon and subject to the conditions hereinafter ex- pressed, the following described property in its present condition, viz: _ A portion of Parcels 8-13 and R-6 consisting of approximately 19,167 square feet, all of which is shown on a plan attached hereto as Exhibit "A". Provided, however, upon 30 days written notice by the City to the Lessee, those portions of R-6 located `within the designated leased premises may, at the sole descretion of the City, may be removed from the leased premises, and the City shall have the full right and privilege to take possession of said R-6 and use it for any purpose it may deem appropriate. ARTICLE II ii>i8. TO HAVE AND TO HOLD the demised premises unto the Lessee for a period commencing on the date construction commences on the building to be located on the "First Parcel" as shown on Exhibit "A", or on July 1, 1986, whichever occurs first. This lease shall expire eighty-four (84) months after the date of commencement, unless sooner terminated as provided herein. ARTICLE III RENTAL The rental to be paid by the Lessee to the City during the term of this Agreement for the premises identified o Exhibit A shall be One Dollar ($1.00) Per year. All rentals under this Agreement shall be payable in advance on or before the annual anniversary date of this agreement. Lessee shall pay all rentals herein required without prior demand therefor in lawful money of the United States, at the address of the City as herein set forth or at such other places as the City may designate. ARTICLE IV USE AND OCCUPANCY OF PREMISES A. The Lessee shall use and occupy the premises herein demised for parking purposes only in connection with its development and rental of a building to be constructed on Parcel B-13 and for no other purposes whatsoever without the expressed written prior consent of the City. B. The Lessee shall not use or occupy, or permit the use and occupancy of, said promisee in any manner so as to knowingly violate any law or regulation of any duly consti- tuted governmental authority. C. Subject to the limitations set forth in this Agree- ment, the Lessee shall have the exclusive discretion to determine the use and occupancy of the premises by any third persons, and shall have all rights to prohibit and remove any persons or vehicles as may occupy said premises without the Lessees permission. Any such exercise of Lessee's rights shall be at its own risk and peril. Furthermore, Lessee shall have the right, at its own expense, to erect such signs as it deems necessary to control the use and occupancy of the premises. Said signs and their location shall be approved by the City Manager or his designee. D. The City, through its agents, shall have at all reasonable times the right to go upon and inspect the demised premises. - E. The Lessee, at its own expense, shall maintain and keep the demised premises including snow plowing in good repair. F. All parking spaces to be located on the leased premises shall be constructed and paved in substantial con- formance with the Progress Print dated April 02, 1985 prepared by Webster, Baldwin, Day Rousso Architects and labeled •B-13 Development Proposal/Bangor, Maine/Developer Exchange street Associates/Phase One/Level One Plan" a copy of which is on file in the office of the Department of Planning and Community Development, City Hall, 73 Harlow street, Bangor, Maine. ARTICLE V INDEMNIFY The Lessee shall indemnify and hold the City, its inhabi- tants, employees and agents, forever harmless from and against all liability, loss or expense imposed upon the City, its inhabitants, employees and agents, by reason of legal liabil- ity for injuries to persons and damages to property caused by or arising from any act or omission, negligence, or other misconduct in or about the demised premises by the Lessee, its employees and agents. ARTICLE VI NON-DISCRIMINATION The Lessee, in the use and occupancy of the leased prem- ises, shall not unlawfully discriminate or permit unlawful discrimination against any person or group of persons in any manner. ARTICLE VII AUTHORITY TO ENTER INTO AGREEMENT A. The City 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 what - ver, for the purposes of authorizing the execution of this Agreement and that the execution of this Agreement by its City Manager renders this Agreement a valid and binding document on the part of the City of Bangor, its successors and assigns, and is fully enforceable in all of itsterms and conditions by the Leasee. B. The 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 regula- tions, and all necessary action to authorize the execution of this Agreement by its General Partners, and that execution of this Agreement is a validand-binding document on the part of the Lessee, its successors and assigns, and is fully enforce- able in all of its terms and conditions by the City. ARTICLE VIII TERMINATION It is covenanted and agreed that, A. (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 (10) days after written notice thereof by the City; Or (2) I£ the Lessee shall neglect or fail to per- form or observe any of the other covenants, terms, provisions, obligations or conditions on its part to be performed or observed under this Lease, and such default shall continue for a period of thirty (30) days after written notice thereof by the City; or (3) If the estate hereby created shall be taken on execution or by other process of law; or (4) If the Lessee shall be declared bankrupt or insolvent according to law; or (5) If any assignment shall be made of the prop- erty of the Lessee for the benefit of creditors; or (6) If a receiver, 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 (J) I£ a petition shall be filed for reorgani- zation of the Lessee under the provisions of the Bankruptcy Act now or hereinafter enacted, and such proceeding is not commenced within sixty (60) days after it has begun; or (e) If the Lessee shall file a petition for re- organization or for arrangements under any provision of the Bankruptcy Act now or hereinafter enacted and providing a plan for the debtor to settle, satisfy or extend the time for pay- ment of debts, then, in any of the above cases, the City 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 the City's former estate, and expel the Lessee and those claiming through or under him and remove him or his effects (forcibly, if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and upon entry as aforesaid, this Lease Shall terminate, and the Lessee covenants and agrees to pay and be liable for payment of the rentals and other charges a if they were, under the terms of this Agreement, to become due if this Lease had not been so terminated or if the City had not entered or re-entered as aforesaid, lees any sums as may be recovered by the City by virtue of its leasing the demised premises to a third party. (9) If Lessee shall not 'commence construction by July 1, 1986 of its building to be constructed on the "First Parcel" as shown on Exhibit •A"; or (10) If Lessee shall fail to exercise its Option, dated , for the development of the "Second Parcel" as shown on Exhibit "A"; or (11) If within eighteen months from the commencing of the Is= as provided for in Article II, Lessee shall fail to construct and pave parking spaces in substantial conform- ance the Progress Print dated April 02, 1985 prepared by Webster, Baldwin, Day Rahman Architects and labeled 03-13 Development Proposal/Banger, Maine/Developer Exchange Street Associates/Phase One/Level One Plan" a copy of which is on file in the office of the Department of Planning and Community Development, City Hall, 73 Harlow Street, Bangor, Maine. ARTICLE IX IMPROVEMENTS Upon termination of this Agreement, by normal expiration or otherwise, any improvements, structures or personal prop- erty erected or located upon the demised premises by the Lessee shall became the property of the City to be disposed of in any such way as 1t may deem. fit. ARTICLE X NOTICES Notices to the City provided for in this Agreement shall be sufficient if sent by registered or certified mail, postage prepaid to: City Manager, 73 Harlow Street, Bangor, Maine 04401; and notices to the Lessee shall be sufficient if sent by registered or certified mail, postage prepaid to: Exchange Street Associates, c/o Robert E. Baldacci, dr., Rapaport Financials, 43 High Street, Bangor, Maine 04401, or to such other respective persons at addressees as the parties may designate to each other in writing from time to time. ARTICLE XI A. All provisions of this Agreement shall extend to, bind and inure to the benefit of not only the City and the Lessee, but also their successors and assigns. B. The Lessee shall not encumber,mortgage, assign, sublet or otherwise transfer his interest or any part thereof under this Agreement without the prior expressed written consent of the City. In no event shall the Lessee be relieved from any obligations under this Agreement by virtue of any such subletting. ARTICLE XII WAIVER Failure on the part of either party to complain of any action or non -action on the part of the other, no matter how long the same may continue, shall never be deemed to be a waiver by either part of any of the other's rights hereunder. It is covenanted and agreed that no waiver at any time of any of the provisions hereof by either party shall be construed a a waiver of any of the other provisions hereunder, and that a waiver at any time of any of the provisions hereof shall not beconstrued at any subsequent time as A waiver of the same Provisions. The approval by either party to or 0£ any action by the other requiring consent or approval shall not be deemed to waive unnecessary the required consent or approval of any subsequent or similar action by either party. ARTICLE XIII INVALIDITY OF PARTICULAR PROVISIONS If any term or provision of this Agreement or the appli- cation thereof to any person or circumstances to any extent be declared invalid or unenforceable by any court of competent jurisdiction, the remainder of this Agreement, or the appli- cation of such terms and conditions to persons or circum- stances other than those which have been held invalid or enforceable, shall not be affected thereby, and each term or condition of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. ARTICLE XIV CONSTRUCTION The headings appearing in this Agreement are intended for convenience and reference only, and are not to be construed by thparties hereto or by any third parties in construing this Agreement. Nothing contained herein shall be deemed or con- strued by the parties hereto or by any third party as creating the relationship of principle and agent or of partnership or of joint venture between the parties hereto, it being under- stood and agreed that all provisions contained herein are intended to create the relationship between the parties of landlord and tenant. ARTICLE XV GOVERNING LAW This lease Agreement 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. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first written above. CITY OF BANGOR Ey Witness John W. Flynn mann Its City Manages EXCHANGE STREET ASSOCIATES, a Maine Limited Partnership By Witness Robert E, galla E. gp, its-