HomeMy WebLinkAbout2019-06-10 19-235 Order
06/10/201919-235
06/10/2019
19-235
Airport
Order
N/A
Title, Order
Authorizing the City Manager to Execute a Lease Agreement Between the City of Bangor and Bald Mountain,
LLC. for the Rental of Bay #1 within Hangar #123 at Bangor International Airport (BGR).
This Order authorizes a lease agreement between the City of Bangor and Bald Mountain, LLC. This
lease agreement will outline the terms and conditions for the rental of Bay # 1 within Hangar #123,
located at Bangor International Airport. Nate Holyoke of Bald Mountain LLC. desires to lease this
hangar space and keep his aircraft based in Bangor.
This agreement outlines a five (5) year term, with one (1) five-year option for an extension, for the
lease of this hangar bay. The lease rate includes an increase each year, based on the annual CPI
change, and shall not exceed 2.5% each year. Lessee shall pay the cost of all utilities furnished and
consumed on the demised premises, including electricity, gas, heat, water, and stormwater and
sewer user fees. This lease agreement also includes a cost share arrangement to upgrade the
hangar door to a larger door to accommodate larger aircraft. This lease agreement will be in final
form approved by City Legal.
Airport Committee
06/03/2019
Recommend for passage
Airport staff recommends approval.
Consent
06/10/201919-235
CITY OF BANGOR ORDER
06/10/2019
19-235
Tremble
Authorizing the City Manager to Execute a Lease Agreement Between the City of Bangor and Bald Mountain,
LLC. for the Rental of Bay #1 within Hangar #123 at Bangor International Airport (BGR).
Be it Ordered by the City Council of the City of Bangor that,
WHEREAS, the City of Bangor, Maine is the owner of an airport located in Bangor, County of Penobscot, State
of Maine, commonly known as Bangor International Airport; and
WHEREAS, Bald Mountain, LLC. has aircraft currently based at BGR, and they desire to lease hangar space in
order to keep their base of operation in Bangor; and
WHEREAS, the City and Bald Mountain, LLC. wish to enter into a lease agreement outlining the terms and
conditions for the rental of Bay # 1, within Hangar #123, located at Bangor International Airport; and
WHEREAS, this leased space will be used exclusively for the aeronautical purposes.
NOW, THEREFORE, BE IT ORDERED BY THE CITY COUNCIL OF THE CITY OF
BANGOR,
That Catherine M. Conlow, City Manager, is hereby authorized on behalf of the City of Bangor to execute the
lease agreement with Bald Mountain, LLC. for the rental of Bay # 1, within Hangar #123 at Bangor
International Airport. Said lease agreement term shall be for 5 years, with one 5 year extension if neither
party objects. The base rent for the lease will be $1,630 per month, adjusted annually for inflation. This lease
agreement also includes a cost share arrangement to upgrade the hangar door to a larger door to
accommodate larger aircraft. The lease agreement shall be in final form as approved by the City Solicitor or
Assistant City Solicitor.
a 1'
O Nin
11W
riN W ` U
U Z �
4
19-235
JUNE 10, 2019
INDENTURE OF LEASE
This Indenture of Lease, executed in duplicate, is made and entered into this day of
2019, 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 "Lessor"),
and
BALD MOUNTAIN, LLC. having a place of business at PO Box 266, Holden,
Maine 04429
WITNESSETH:
WHEREAS, the Lessor is the owner of land and an aviation hangar at Bangor International
Airport in the City of Bangor, County of Penobscot, and State of Maine; and
WHEREAS, Lessee desires to lease a hangar to house its aircraft and conduct business,
including use of office space; and
NOW, THEREFORE, in consideration of the rents herein reserved and covenants contained
herein, the City of Bangor hereby leases to Bald Mountain, LLC. the premises described below
upon the following terms and conditions:
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 to Lessee, and the
Lessee does hereby take and hire, upon and subject to the terms and conditions hereinafter
expressed, the following described premises located off Texas Avenue, in the Bangor International
Airport in the City of Bangor, viz:
Bay #1 of Building 123 (also known as the Corporate Aviation Hangar), as shown in Exhibit A,
said Bay consisting of approximately 3,844 square feet. Exhibit A is attached hereto and hereby
incorporated by reference.
Article II - Term of Lease
TO HAVE AND TO HOLD the demised premises unto the Lessee for the term of five (5)
years, commencing on July 1, 2019 and terminating on June 30, 2024, unless sooner terminated in
accordance with Article XIX below. At the end of said term this Lease shall renew without further
19-235
JUNE 10, 2019
actions of the parties for one additional five year term unless terminated by either party by giving
notice of termination at least ninety (90) days prior to the termination date.
Article III - Rent
Lessee shall pay rent to Lessor in the following amounts:
Year 1-$1,630/month, $19,560 annual
Year 2 and subsequent - see below
The rent is payable in twelve (12) equal installments for the use and occupancy of the
demised premises, to be paid on the first day of each month, without prior demand therefore. On
each annual anniversary of the Lease Commencement Date the base lease rate (as indicated above)
then in effect shall be increased by a percentage equal to the percentage increase in the Consumer
Price Index (CPI -U), not to exceed 2.5%.
Article IV - Utilities
Lessee shall pay the cost of all utilities furnished and consumed on the demised premises, including
electricity, gas, heat, water, and stormwater and sewer user fees. Lessee accepts all utility fixtures
as they exist currently. Lessee is responsible for all rubbish removal.
Article V - Use, Occupancy & Alteration 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 parking an
aircraft owned or operated by Lessee and the storage of parts and materials of use in the operation
of said aircraft and for associated office use.
B. Lessee is entitled to park an aircraft outside the hangar at no cost, providing no other
aircraft occupies the leased space. Lessor reserves the right to charge parking fees for additional
aircraft housed outside of the hangar when another aircraft occupies the leased space.
C. Lessee may wash aircraft within the confines of the leased space provided no
pressurized "power washing" system is used and drainage takes place via the installed floor drains.
No liquids other than water or water with soap residue shall be directed into the floor drains.
Lessee hereby agrees to reimburse the Bangor International Airport for any fines levied against it as
the result of Lessee's use of the floor drains.
D. Maintenance activity shall be limited to minor repairs. Major repairs such as
airframe or engine overhaul, or spray painting (other than minor "touch-ups") is prohibited.
E. Lessee may park up to four (4) vehicles in the "GA Parking Lot," located adjacent to
Building 123, on a limited overnight basis. Extended parking (i.e., more than five nights) must be
reported to the Airport's GA staff. Lessee hereby acknowledges that Lessor is not responsible for
2
19-235
JUNE 10, 2019
any vehicle parked in the GA parking lot. Tenant may park two vehicles adjacent to the hangar
facility.
F. Lessee may obtain approval from the Airport Department for ramp access for up to
two vehicles. Such vehicles must display the issued decals at all times when used within the
Airport's secured area and may not be operated outside of the immediate vicinity of Building 123.
Said vehicles must also be operated or be under the control of a person authorized by the Airport
Department to operate Airport access gates. Said vehicles' access shall be limited to Gate 11.
Notwithstanding any other insurance coverage required by this lease, the owners of said vehicles
shall cause to be furnished to the Lessor, at the time of application for ramp access, evidence in the
form of certificates of insurance of the existence in force of a minimum of $1,000,000 of liability
insurance coverage per vehicle. Said certificates shall name Lessor as an additional insured and
loss payee. Lessor shall be notified of any change or discountenances of coverage. Lessor agrees
to promptly notify said owners of vehicles 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.
G. Welding equipment, pressurized air systems, painting equipment, flammable liquids
in containers larger than one (1) liter each or five (5) liters aggregate, any equipment or appliances
designed to operate with an open flame, and any other items that pose any fire danger are
prohibited from being stored or used in the leased area without prior written approval by Airport
management.
H. Any and all electrical power or heating equipment used in the leased area must be
UL approved.
I. Lessee shall be responsible for the sanding of any walkways directly behind the area
leased as necessary during snow or ice events. Lessor shall be responsible for the removal of snow
from all areas within the Airport's security fence and for the sanding of iced apron areas directly in
front of the leased area. The Airport will conduct snow removal of the adjacent parking area as
available resources permit.
J. Lessee shall have the right to make alterations and improvements to the premises as
it may choose, subject to the prior written approval of the Airport Director, which shall not by
unreasonably withheld, and provided that such alterations, additions and improvements do not
weaken the structural integrity of the buildings, nor decrease its functional quality or value, and
further provided that any such work shall be done entirely at the Lessee's own expense and will
include returning disrupted surfaces to a serviceable and attractive condition.
Lessee desires to remove the pilot office, mechanics office, and storage room as
indicated on Exhibit B. The Lessee agrees to be responsible for all costs associated with this
project.
K. No signs shall be allowed on the demised premises without written approval from
the Airport Department and a Sign Permit from the Bangor Code Enforcement Officer. Any sign
must comply with the City's sign ordinance and any applicable F.A.A. regulations.
19-235
JUNE 10, 2019
L. 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, and in particular, regulations of
the Federal Aviation Administration relating to the operation of Bangor International Airport as a
public airport. Lessee shall make a good faith effort to inform its employees and visitors of the
rules and regulations of the Bangor International.
M. Lessor, through its agents, shall have at all reasonable times the right, upon
reasonable notification to the Lessee, to go on and inspect the premises with an authorized
representative of the Lessee, and the right of access to utility systems located on premises for
inspection. For purposes of this paragraph, "reasonable notification" shall include any actual
notification prior to date of inspection. "Reasonable times" shall mean any time during Lessee's
regular business hours, or during normal weekday business hours if Lessee shall cease operations
or shall maintain other than normal business hours. Lessor reserves the right to effect emergency
repairs to any utility systems located on the demised premises at any time, without prior notice or
with such notice as is reasonable given the nature of the emergency concerned, and to have access
for this purpose.
Article VI — Hazardous Waste
Lessee hereby covenants and agrees that it shall not, during the term of this Lease, including
any extension or renewal hereof, permanently place, cause to be placed, deposit or discharge any
hazardous waste upon the demised premises, or upon any other portion of Lessor's Bangor
International Airport, and further expressly agrees that it shall indemnify Lessor from any and all
costs, expense or liability, of whatever kind or nature, incurred by the Lessor in detecting,
evaluating, removing, treating, disposing of or otherwise responding to any hazardous waste placed
or deposited in violation of this Article.
Lessee hereby covenants and agrees that it shall not, during the term of this Lease, including
any extension or renewal hereof, violate any local, state or Federal regulation, ordinance or statute
pertaining to hazardous waste or hazardous material and further expressly agrees that it shall
indemnify Lessor from any and all costs, expense or liability, of whatever kind or nature, incurred
by the Lessor for any such violation.
Such costs shall be deemed to include, without limitation, Lessor's costs of defending any
suit filed by any person, entity, agency, or governmental authority; paying any fines imposed in
settling any damage claims; complying with any order by a court of competent jurisdiction
directing the Lessor to take remedial action with respect to such waste; and of all associated
attorney's fees and costs.
For this purpose, the term "hazardous materials" shall mean every substance now or
hereafter designated as a hazardous material or waste under any provision of State or Federal law,
including, but not limited to, flammable explosives, radioactive materials, hazardous materials,
hazardous waste, hazardous or toxic substances or matter, oil or other petroleum products, asbestos,
chemical pollutants or materials in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (42 U.S.C. Sec. 9601, et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. Sec. 801, et seq.), the Resource Conservation and
M
19-235
JUNE 10, 2019
Recovery Act, as amended (42 U.S.C. Sec. 691, et seq.), applicable Maine statutes or any similar
federal, state or local law, or in the regulations adopted and publications promulgated pursuant
thereto, or any other substances or materials constituting a hazard, peril or threat to the health of
persons, animals, or plant life and used, placed, stored or disposed of upon the demised premises by
Lessee, their contractors, customers, licensees, agents, servants or employees. Lessee's obligations
under this Article shall be deemed to survive the expiration or termination of this lease.
Article VII — Liability and 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 in the type and amount shown below 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, omissions, 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.
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 discountenances 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 insurance coverage required under this Article shall be deemed to be
automatically adjusted whenever the Maine State Legislature shall increase the Lessor's maximum
liability beyond such minimums for personal injury, wrongful death or 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.
* Aviation liability insurance with a minimum limit of $50,000,000.00 combined single
limit per occurrence and $100,000,000.00 in the aggregate;
* Hangarkeeper's Limit for each Aircraft and Occurrence with a minimum limit of
$50,000,000.00 per occurrence and $100,000,000.00 in the aggregate;
* Workers' compensation and employer's liability insurance with a minimum limit of
$500,000.00 per occurrence.
Lessor shall maintain comprehensive liability insurance coverage for the building, but shall
not be held responsible for any harm or damage caused by an "act of god," including, but not
limited to, unusual wind storms, floods, earthquakes, and snow/ice storms.
Lessee shall provide the Lessor with an annual Certificate of Insurance (COI) which shall be sent
to the following address:
19-235
JUNE 10, 2019
Bangor International Airport
Attn: Airport Director
287 Godfrey Boulevard
Bangor, Maine 04401
Article VIII — Indemnity
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 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 costs, and expert witness fees), of any nature whatsoever arising out of or 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, except to the extent 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 or 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, Lessee hereby expressly waives any and all immunity it may have
under Maine's Workers Compensation Act in regard to such claims made or asserted against Lessor
by Lessee's agents, 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, invitees, licensees, clients, servants or 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 venture or employee of Lessor.
Article IX — Rules, Regulations, & Laws
0
19-235
JUNE 10, 2019
A. The premises herein leased are located upon the property of the Lessor and
commonly known as Bangor International Airport. Therefore, the Lessee hereby agrees to obey
and observe, and to cause all personnel employed by the Lessee to obey and observe all municipal
ordinances, and State and Federal laws pertaining to the demised premises. In addition, Lessee
shall obey and observe all reasonable orders, rules and regulations of the Airport Manager not
inconsistent with this Lease or with the aforesaid rules and regulations which are uniform, and
apply to all Lessees, invitees and users of the Airport and their employees.
B. Lessee will not use or permit or suffer the use of the leased property in such a
manner as to create electrical interference with radio communication between any installation upon
the Airport and aircraft, or as to make it difficult for flyers to distinguish between Airport lights and
others, or as to impair visibility in the vicinity of the Airport, or as otherwise to endanger the
landing, taking off or maneuvering of aircraft. Further, Lessor retains a right for the passage of
aircraft ("aircraft" being defined as any contrivance now known or hereafter invented, used or
designed for navigation of or flight in the air) by whomsoever owned and operated, in the airspace
above the property above 342.4' MSL to an infinite height together with the vibrations, fumes,
dust, fuel particles and all other effects that may be caused by the operation of aircraft landing at, or
takeoff from, or operating at or on the Airport and Lessee does hereby fully waive, remise and
release any right or cause of action which they may now have or which they may have in the future
against Lessor due to such noise, vibrations, fumes, dust, fuel particles, and all other effects that
may be caused by the operation of aircraft landing at or takeoff from or operating at or on the
Airport.
Article X — Noise Claims
The Lessee specifically agrees to make no claims in any form for damages or
reimbursements to the Lessor or to the United States Government for any reason or cause resulting
from noise generated from airport uses.
Article XI — Taxes
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 thereon, or any personal property located therein.
It is expressly agreed that such taxes and assessments shall include all amounts levied as real estate
taxes by the Lessor acting in its governmental role on the demised premises, or structures, or
improvements thereon, or on any personal property located therein notwithstanding any privileges
of exemption arising due to public ownership of the demised premises by the City of Bangor, or
otherwise; provided, however, nothing herein shall in any way prohibit the Lessee form exercising
its rights under the law to contest the amounts of such taxes, assessments, charges or fees. Lessee
also waives all rights under 36 M.R.S.A. § 556 to retain taxes paid by it out of rentals established
under this lease.
Article XII — Nondiscrimination
7
19-235
JUNE 10, 2019
Lessee for itself, its personal representatives, successors in interest and assigns, and as part
of the considerations hereof, does hereby covenant and agree that (1) no person or group of persons
shall be excluded from the demised premises or from employment on the grounds of race, religion,
color, gender, age, familial status, national origin, or physical or mental disability, or 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 on 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 or ordinances. 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 XIII — Covenant of Quiet Enjoyment
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 hindrance or rejection by the Lessor or any
other persons.
Article XIV - Liens
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.
Article XV — Maintenance & Repairs
A Lessee shall, at its sole expense and cost, throughout the term hereof or any
extension, keep and maintain the demised premises including building fixtures, equipment, doors,
windows, passageways and interior paint surfaces in good order and repair, and in tenantable
condition, damage by accidental fire and casualty and reasonable wear and tear, as provided for in
this Agreement excepted. The Lessor is responsible for major structural systems to include the roof
and exterior walls and hangar door.
B The phrase "reasonable wear and tear" used in paragraph A of this Article as an
exception to the obligations of the Lessee shall not be construed to relieve Lessee of the
19-235
JUNE 10, 2019
responsibility for providing repairs of a routine and regular nature which may from time to time be
necessary, nor for providing maintenance to the demised premises of a nature and degree ordinarily
sufficient to prevent damage, breakdown, failures, malfunctions or disrepair; nor shall any
exception or special provision of this Agreement be construed to mean that Lessor would be
required to carry out maintenance and repairs to the premises. Lessee shall, at its sole expense, be
responsible for maintenance and repairs to the premises.
C. Lessee and Lessor agree to cost share a hangar door replacement, necessary to
accommodate the Lessee's aircraft. Lessee shall provide Lessor '/z of the estimated cost resulting
from a City of Bangor Request for Proposals. Any cost over -runs or increases, shall also be shared
equally between the Parties. The Parties agree to follow and adhere to City of bangor purchasing
rules and regulations for this facility improvement.
Article XVI — Removal of Property
A. Ownership of permanent improvements to the demised premises, which may from
time to time be made by Lessee that are affixed to the property and are an integral part of the
operating systems of the structures as opposed to removable personal property, shall automatically
vest in the Lessor as a consideration of the lease and rental schedule.
B. Any removable personal property that may be financed, erected 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. Any such property not so
removed within thirty (30) days from the date of termination 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 near as possible their conditions as at the commencement of this Lease, damage by
accidental fire and casualty and reasonable wear and tear excepted.
C. In the event Lessee shall fail to remove any non -permanent improvements or other
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 shall be deducted from Lessor's costs the fair value to the Lessor actually realized from sale,
use or other disposition of the particular improvements or personal property concerned.
Article XVII — Surrender of Possession
Subject to the provisions contained in Article XIX, the Lessee shall, upon the termination of
this Lease, surrender the quiet and peaceable possession of the demised premises.
Article XVIII — United States Rights
It is understood and agreed that title to the demised premises is in the city of Bangor,
provided, however, that the demised premises are a part of Bangor International Airport and this
0
19-235
JUNE 10, 2019
Lease is specifically made subject to any rights the United States of America or any agency thereof
may have under any regulation, law, deed or other existing agreement in or to the leased premises
and may exercise in regard to said premises and should the United States of America or any agency
thereof exercise any such right or rights in or to said premises, the exercise of such rights shall not
be considered to result in a breach by the Lessor of any covenant or agreement hereunder. In the
event that the United States of America or any agency thereof exercise any such right or rights in or
to said premises, and the exercise of such right or rights makes impractical in the Lessee's sole
discretion Lessee's intended use of said premises, then Lessee shall have the right, at its option, to
terminate this Agreement without further obligation to the Lessor except for such obligations as
shall have been incurred and accrued prior to the exercise of said option.
Article XIX — Termination
It is covenanted and agreed that:
A. By Lessor:
(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 Lessor; or
(2) If Lessee shall neglect of fail to perform or observe any of the other
covenants, 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 of failure; or
(3) If the estate hereby created shall be taken on execution or by other process of
law; or
(4) If any assignment shall be made of the property of the Lessee for the benefit
of creditors; or
(5) 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;
then 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 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 shall be liable for the days originally fixed herein for the payment thereof,
10
19-235
JUNE 10, 2019
amounts equal to the several installments of rents and other charges reserved as they
would, under the terms of this Lease, become due 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 for such month had there been
no such termination, and the amount being received by Lessor as rent from
occupants of said premises. In order to mitigate Lessee's damages hereunder,
Lessor agrees to make every reasonable effort to secure subsequent Lessees, at a
rental equal to the prevailing local rate for the demised premises.
Upon any termination under this Article, the Lessee shall vacate the premises in accordance
with the terms and conditions hereof, and within thirty (30) days after such termination, the
Lessee shall pay to the Lessor all sums due from the Lessee to the Lessor hereunder prior to
termination.
B. By Lessee:
This Lease shall be subject to termination by the Lessee in the event the Lessor shall default
in the performance of any of the conditions and covenants of this Lease to be kept and
observed by it and such default shall not be remedied within a period of thirty (30) days
after written notification by the Lessee to the Lessor of the existence of such default.
Article XX - Attorney's Fee
The Lessee shall pay to the Lessor a reasonable attorney's fee in the event the Lessor
employs an attorney to collect any rents due hereunder and secures a judgment in connection with
collection of said rent, or 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 on 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' fee" 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 XXI - Assignment, Sale & Subletting
The Lessee shall not at any time assign, sell, convey or transfer this Lease or any interest
therein, or sublease or sublet or rent the premises, or any part thereof, without the prior written
consent of the Lessor. 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. In no event shall the Lessee
named herein be relieved from any obligations under this Lease by virtue of any assignment or
subletting.
11
19-235
JUNE 10, 2019
Lessee shall have the right to assign this Lease to any entities with which it may have
become merged, consolidated, or otherwise associated, or to 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 such assignment or subletting.
Article XXII - 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 Lessee.
Article XXIII - Notices
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:
Bangor International Airport
Attn: Airport Director
287 Godfrey Blvd.
Bangor, Maine 04401
and notices to Lessee are to be sent by registered or certified mail, return receipt requested, postage
prepaid, addressed to:
Bald Mountain, LLC
Attn: Nate Holyoke
PO Box 266
Holden ME 04429
or to such other respective addressee as the parties may designate to each other in writing from time
to time.
Article XXIV — Invalidity of Particular Provisions
If any term or provision 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 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 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.
12
19-235
JUNE 10, 2019
Article XXV - Construction
The headings appearing in the Lease are intended for convenience and reference only and
not to be considered in construing this Lease.
Article XXVI — No Partnership or Joint Venture Created
Nothing contained herein shall be deemed or construed by the parties hereto, nor by any
third party, as 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.
Article XXVII — Governing
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.
Article XXVIII — Amendment to Lease
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.
Article XXIX — 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
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 as 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.
13
19-235
JUNE 10, 2019
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
written above.
CITY OF BANGOR
By: Catherine Conlow
Its: City Manager
Bald Mountain LLC.
By: Nate Holyoke
Its:
14
19-235
JUNE 10, 2019
Exhibit A
15