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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