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HomeMy WebLinkAbout2019-08-12 19-306 Order 08/12/201919-306 08/12/2019 19-306 Airport Order 001-001 Title, Order Authorizing the City Manager to Execute a Lease Between Northwoods Air, LLC and the City of Bangor, for a Portion of Building 121 in the General Aviation Terminal at Bangor International Airport (BGR). This Order authorizes a lease between Northwoods Air, LLC. and the City of Bangor, for a portion of Building 121 in the General Aviation terminal at Bangor International Airport (BGR). Cody Anderson, Manager for Northwoods Air is a local flight instructor and desires to lease office space at the airport. This lease outlines the terms and conditions for an office lease within the General Aviation terminal. The lease rate shall be $126.70 per month and the term of said lease shall be for 1 year, with two (1) year extensions. This lease will be in final form as approved by City Legal. Airport Committee 08/05/2019 Recommend for passage Staff recommends approval. Consent 08/12/201919-306 CITY OF BANGOR ORDER 08/12/2019 19-306 Tremble Authorizing the City Manager to Execute a Lease Between Northwoods Air, LLC and the City of Bangor, for a Portion of Building 121 in the General Aviation Terminal 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, Northwoods Air, LLC. desires to lease office space to support their flight instruction business; and WHEREAS, This lease amendment outlines the terms and conditions for a lease on the premises within the General Aviation terminal at Bangor International Airport (BGR); and WHEREAS, This leased space will be used exclusively for the aeronautical purposes of Northwoods Air. 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 between Northwoods Air, LLC. and the City of Bangor, Airport Department (BGR). This lease outlines the terms and conditions for an office lease within the General Aviation terminal, located at the airport. The lease rate shall be $126.70 per month and the term of said lease shall be for 1 year, with two (1) year extensions. This lease will be in final form as approved by City Legal. 19-306 AUGUST 12, 2019 INDENTURE OF LEASE THIS INDENTURE OF LEASE, executed 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 sometimes referred to as "Lessor') AND Northwoods Air, LLC., a corporation duly organized and existing under the laws of the State of Maine, and having a regular place of business at Bangor, Maine 04401 (hereinafter sometimes referred to as "Lessee") WITNESSETH: WHEREAS, The City of Bangor is the owner of an airport commonly known as "Bangor International Airport", formerly known as Dow Air Force Base, located in the city of Bangor, County of Penobscot, State of Maine (hereinafter sometimes referred to as the "Airport"); and WHEREAS, Lessee wishes to lease a portion of the General Aviation terminal, Building 121, as depicted in Exhibit A in the Bangor International Airport complex to operate and maintain office space. NOW, THERFORE, the parties do mutually agree as follows: ARTICLE I - PREMISES The Lessor, for and in consideration of the rents to be paid and the obligations to be performed by Lessee as hereinafter provided, does hereby demise and lease unto Lessee, and the Lessee does hereby take and hire, upon and subject to the terms and conditions hereinafter expressed, the following described premises in its present physical condition: a. 126 sq. ft. of office space, specifically room 1, in Building 121 b. Parking in the building's designated parking area as assigned by the Lessor. Said building being shown on a plan attached hereto as Exhibit "A". Together with the right to use, in conjunction with the Lessor and other Tenants, any areas and facilities intended for common use, including but not limited to halls, passageways, stairways, entrances, exits, driveways, restrooms, handicap stair lift and yards. ARTICLE II - TERM TO HAVE AND TO HOLD the demised premises unto the Lessee for a term of one (1) year commencing September 1, 2019, terminating on August 31, 2020. Provided that 19-306 AUGUST 12, 2019 Lessee is not in default of the terms and conditions of this Lease at the time Lessee exercises an option to renew, Lessee shall have two (2) options to renew the Lease, each renewal to be for a one (1) year period. In the event Lessee exercises an option to renew, the Parties shall negotiate the rent for the renewal period. Lessee must notify, in writing, Lessor of its intent to renew this Lease ninety (30) days prior to the expiration of the Lease. If at the time of said notice of intent to renew Lessee is in violation of any provision of the Lease, Lessor may refuse to permit Lessee to renew the Lease. ARTICLE III - COMPUTATION OF ANNUAL RENTAL The rent to be paid by Lessee to Lessor during the term of this lease shall be as follows: For the year term of the lease from September 1, 2019, terminating on August 31, 2020 rent shall be paid at the rate of $126.70 per month, or $1,520.40 annual. Lessee shall pay all rentals herein required in advance on the first day of each and every month without prior demand therefor, in lawful money of the United States, at the address of the Lessor as set forth herein or at such other reasonable places as the Lessor may designate. Late payments shall be subject to an additional interest charge of one and one-half per cent (1.5%) per month to the date of payment. ARTICLE IV — USE, OCCUPANCY AND ALTERATIONS TO PREMISES A. Lessee shall have the right to use, occupy and maintain the premises herein described in a reasonably businesslike, careful, clean, and reasonably safe manner for the purposes of having an office and storage space, and for no other purposes whatsoever without the prior written consent of the Lessor whose consent shall not be unreasonably withheld. B. Lessee shall not use, occupy or maintain said premises in any manner as to violate any municipal, state, or federal law or regulation, and, in particular, regulations of the Federal Aviation Administration relating to the operation of Bangor International Airport as a public airport. C. Lessee shall make a good faith effort to inform its employees and visitors of the rules and regulations of the Bangor International Airport and shall cooperate in every way with the Airport Director to ensure that such rules and regulations are obeyed. D. 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 be 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. E. Lessee shall have the right to erect signs on the leased premises subject to the prior written approval of the Airport Director provided that such signs comply with the City's sign ordinance and applicable F.A.A. Regulations. 2 19-306 AUGUST 12, 2019 F. 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 the demised premises for the purposes of maintenance, repair, correction or inspection. For purposes of this paragraph, "reasonable notification" shall include any actual notification to the Lessee or its agent not less than one business day prior to the 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. ARTICLE V — HAZARDOUS WASTE Lessee hereby covenants and agrees that it shall not, during the term of this lease, including any extension of 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 place d or deposited in violation of this paragraph. 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 statue pertaining to hazardous waste or hazardous material and further expressly agrees that it shall indemnify Lessor from any and all costs, expense or liability, or 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 connection with such suit; paying any judgements or otherwise 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 the purposes of this paragraph, the term "hazardous waste" shall be deemed to include every substance now or hereafter designated as a hazardous waste under any provision of State of Federal law. Lessee's obligations under this paragraph shall be deemed to survive the expiration or termination of this Lease. ARTICLE VI — LIABILITY AND PROPERTY DAMAGE INSURANCE The Lessee, during the entire term of this Lease, or any extension thereof, 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: 3 19-306 AUGUST 12, 2019 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; and Workers' compensation and employer's liability insurance with a minimum limit of $500,000.00 per occurrence. 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. Lessee shall cause to be furnished to the Lessor replacement certificates of insurance whenever the insurance policies are renewed. Lessor shall be notified prior to any changes or discontinuances of coverage. Lessor agrees to promptly notify Lessee in writing of the existence or filing of any claim, demand or action arising out of an occurrence covered hereunder of which Lessor has knowledge, and to cooperate with Lessee in the investigation and defense thereof. The minimum 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. 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. ARTICLE VII — 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 Z 19-306 AUGUST 12, 2019 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 VIII — DAMAGE BY FIRE OR OTHER CASUALTY Lessor is not required to insure the demised premises against loss by fire and the extended coverage usual in such insurance. In the event of destruction or damage of buildings owned by Lessor on the demised premises, or to any part thereof, and as often as the improvements shall be damaged by fire or other casualty, Lessor shall have the right, but not the obligation to rebuild and repair the building for occupancy. If Lessor elects not to rebuild and repair, it shall so notify Lessee within thirty (30) days or more expeditiously if possible of its decision. In the event the damages are of such extent as to reasonably prevent Lessee from operating within the demised premises, then Lessee shall have the right to terminate this Lease and shall notify Lessor within the aforementioned time period, and Lessee's obligation to pay rent as herein above provided shall terminate upon receipt of such notice by the Lessor and surrender of the premises by the Lessee. ARTICLE IX — RULES, REGULATIONS AND LAWS 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 to cause all personnel employed by the Lessee to obey all municipal ordinances, and all State and Federal rules, regulations, or laws pertaining to the operation of said Airport and Lessee's use and occupancy of the demised premises. In addition, Lessee shall obey and observe all reasonable orders, rules and regulations of the Airport Director not inconsistent with this Lease or with the aforesaid rules and regulations which are uniform, and which apply equally to all tenants, invitees and users of the Airport and their employees. B. Further, it is understood and agreed that 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 5 19-306 AUGUST 12, 2019 airspace above the property above 342.4' MSL to an infinite height together with the right to cause in all airspace above the property such noise, vibrations, fumes, dust, fuel particles and all other effects that may be caused by the operation of aircraft landing at, or taking -off from, or operating at or on the Airport and Lessee does hereby fully waive, remise and release any right or cause of action which it may now have or which it 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 taking -off from or operating at or on the Airport. The Lessee specifically agrees to make no claims in any form for damages or reimbursements against the Lessor or against the United States Government for any reason or cause resulting from noise generated from Airport uses. C. Lessee will not use or permit of 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 if 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 otherwise endanger the landing, taking off or maneuvering of aircraft. ARTICLE X — TAXES It is covenanted and agreed that 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 are the responsibility of the Lessor. It is expressly agreed that such taxes and assessments shall include all amounts levied as real estate or other property taxes upon the demised premises by the Lessor acting in its governmental capacity. Lessee further covenants and 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 on Lessee's personal property located on the demised premises. Lessee further hereby waives any and all rights or privileges of exemption from taxation on the demised premises and on any personal property located therein arising due to public ownership of the demised premises by the City of Bangor. Provided, however, nothing herein shall be deemed to prohibit the Lessee from contesting the assessed valuation of such property in the same manner as provided by law under Title 36, Maine Revised Statutes, for other non- exempt properties and taxpayers. ARTICLE XI — NONDISCRIMINATION Lessee for itself, its personal representatives, successor 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 Lessee's use or occupancy of said demised premises; and (2) in the construction by Lessee of all improvements, buildings, structures, on, 0 19-306 AUGUST 12, 2019 over or under such demised property 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 subject 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 XII — COVENANT OF QUIET ENJOYMENT The Lessee, subject to the terms and provisions of this lease on payment of the rent, and observing, keeping and performing all their 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 XIII — 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, or against any buildings, structures or improvements located 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 XIV — MAINTENANCE AND REPAIRS A. Lessee shall, at its sole expense and cost, throughout the term hereof or any extension, keep and maintain the following in the demised premises: all fixtures, including electrical, doors, windows, floor and floor coverings, ceilings, walls, 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 defined in this Article excepted. Lessee will also be responsible for cleaning of the demised premises and rubbish removal. B. Lessor shall, at its sole expense and cost, throughout the term hereof or any extension, keep and maintain the following in the demised premises: The building's major structural components: roof, structural walls, foundation, operating systems, including heating, plumbing, and electrical systems except fixtures, exterior paint surfaces in good order and repair, and in tenantable condition, damage by accidental fire and casualty and reasonable wear and tear, as defined in this Article excepted. Lessor will also be responsible for maintenance of parking areas, grounds landscaping, and snowplowing. C. The phrase "reasonable wear and tear" as used in Paragraphs A and B of this Article as an exception to the obligations of the parties shall not be construed to relieve the 7 19-306 AUGUST 12, 2019 parties of their responsibility for providing repairs of a routine and regular nature which may from time to time be necessary within their respective areas of responsibility, nor of the obligation to provide maintenance to the demised premises of a nature and degree ordinarily sufficient to prevent damage, breakdown, failures, malfunctions or disrepairs. ARTICLE XV — UTILITIES Lessor shall pay the cost of the following utilities furnished and consumed on the demised premises: electricity, fuel oil, and water and sewer user fees. Lessee accepts all utility fixtures as they now exist. Lessee agrees to provide own secured phone and internet service. 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 structure 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 located, erected or installed on the demised premises 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 the Lessor may deem fit. In the event Lessee elects to remove said non -permanent improvements and other personal property, the demised premises shall be returned as near as possible to their original condition existing 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 XVI, the Lessee shall, upon the termination of this Lease, surrender the quiet and peaceable possession of the demised promises. ARTICLE XVIII — UNITED STATES RIGHTS It is understood and agreed that title to the leased premises is in the City of Bangor, provided, however, that the leased premises are a part of Bangor International Airport and that 19-306 AUGUST 12, 2019 this 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. Should the United States of America or any agency thereof exercise any such rights in or to said premises, the exercise of such right or rights shall not be considered to be a breach by the City of any covenant or obligation hereunder. If the exercise of such right or rights by the United States of America or any agency thereof makes impractical in Lessee's sole opinion Lessee's intended use of said premises, then Lessee shall have the right, at its sole 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: (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 or 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 of observed within said thirty (30) day period, if Lessee fails to diligently prosecute the curing the such neglect or 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; or (6) If a petition shall be filed for a reorganization of the Lessee or if the lessee shall file a petition for reorganization or for arrangements under any provision of the Bankruptcy Act now or hereafter enacted. THEN, IN ANY OF SAID CASES OUTLINED ABOVE (notwithstanding any license of any former breach of covenant or waiver of the benefit hereof or consent in a former instance), then the Lessee may be considered in default hereunder, and the Lessor lawfully may, immediately or at any time thereafter, and without demand or notice, enter into and upon the said premises or any part thereof in the name of the whole, and repossess the same as of the Lessor's former estate, and expel the Lessee and those claiming through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty 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. Upon such entry, this Lease shall terminate, and the 9 19-306 AUGUST 12, 2019 Lessee shall be liable to pay as rent, amounts equal to the several installments of rents and other charges reserved as would have become due under this Lease if this Lease had not been terminated or if the Lessor had not entered or reentered as aforesaid. Notwithstanding the foregoing, Lessee's liability shall not exceed the difference, if any, between the rental which would have been due had there been no such termination, and the amount being received by Lessor as rent from any new tenant or occupant of said premises. In order to mitigate Lessee's damage hereunder, Lessor agrees to make every reasonable effort to secure subsequent tenants, at a rental equal to the then prevailing local rate for the demised premises. ARTICLE 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 rent 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 the 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 also that Lessee shall have failed to promptly correct the violation of any term, condition or covenant after receipt of notice that it is in violation thereof. In the event Lessor employs its City Solicitor or an Assistant City Solicitor to collect rents or otherwise protect Lessor's interests under this Lease, "reasonable attorneys fees" under this Article shall mean the reasonable cost of services provided by Lessor's Solicitor or Assistant solicitor, at the rate charged for similar services by private attorneys in the Bangor area. ARTICLE XXI — ASSIGNMENT, SALE AND 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. In the event of an approved sublease, all provisions of this Lease shall extend to, bind and inure to the benefit of not only the Lessor and Lessee but also their successors and assigns. 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 — 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 purposes of authorizing the execution of this agreement and that execution of this agreement by the City of Bangor City Manager renders this agreement a valid and binding document of the part of the Lessor and that 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 by federal, state, and local laws and regulations, and all necessary 10 19-306 AUGUST 12, 2019 corporate action to authorize the execution of this agreement by its undersigned corporate officers and that upon such execution this agreement is a valid and binding document of the part of the Lessee and that the same is fully enforceable in all of its terms and conditions by the City of Bangor. ARTICLE XXIII — 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 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 XXIV 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: Airport Director, Bangor International Airport, 287 Godfrey Boulevard, Bangor, Maine 04401. Notices to Lessee are to be sent by registered or certified mail, return receipt requested, postage prepaid, addressed to: Or to such other respective addresses as the parties may designate to each other in writing from time to time. ARTICLE XXV — INVALIDITY OF PARTICULAR PROVISIONS If any term or provisions of this Lease or the application thereof to any person or circumstances is hereafter determined by a court of competent jurisdiction to be to any extent invalid 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 thereby and such term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by law. ARTICLE XXVI — CONSTRUCTION The headings appearing in the Lease are intended for convenience and reference only, and not to be considered in construing this Lease. 11 19-306 AUGUST 12, 2019 ARTICLE XXVII — 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 not any acts of the parties shall be deemed to create any relationship between the parties other than the relationship of landlord and tenant. ARTICLE)=III — GOVERNING LAW This Lease shall be governed exclusively by the provisions hereof and by the laws of the state of Maine, as the same may from time to time exist. ARTICLE XXIX — AMENDMENT TO LEASE This Lease contains all the terms and conditions between the parties hereto and no alterations, amendments or additions hereto shall be valid unless in writing and signed by both parties hereto. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year written above. CITY OF BANGOR Date: By: Catherine M. Conlow Its: City Manager NORTHWOODS AIR, LLC. Date: By: Cody Anderson Manager 12 19-306 AUGUST 12, 2019 EXHIBIT A 13 IN CITY COUNCIL AUGUST 12,2019 CO 19-306 PASSED CiT'V'CLF,kg