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HomeMy WebLinkAbout2024-03-25 24-113 OrderCITY COUNCIL ACTION Council Meeting Date: Item No: Responsible Dept: Requested Action: Summary Committee Action Meeting Date: For: Against: City Manager City Solicitor Finance Director Map/Lot: Introduced for: Order Committee: Action: Staff Comments & Approvals Date: Item No: Assigned to Councilor: 24-113 MARCH 25,2024 INDENTURE OF LEASE THIS INDENTURE OF LEASE, executed in duplicate, this 1 day of April, 2024, by and between: CITY OF BANGOR, a body politic and corporate, duly organized and existing under and by virtue of the laws of the State of Maine and having its principal offices at 73 Harlow Street, Bangor, Maine (hereinafter sometimes referred to as "Lessor,") Andl MAINE INSTRUMENT FLIGHT, a corporation duly organized and existing under the laws of the State of Maine, and owned and operated by Chad Morris, with its principal offices located at 215 Winthrop Street, Augusta, Maine (hereinafter sometimes referred to as "Lessee.") WITNESSETH: WHEREAS, the Lessor is the owner of an Airport, commonly known as `Bangor International Airport," formerly known as Dow Air Force Base and located in the City of Bangor, County of Penobscot, State of Maine (hereinafter sometimes referred to as the "Airport"); and WHEREAS, the Lessee desires to lease from the Lessor certain facilities at said Airport for the operation of certain certified flight training operations as specifically described herein, NOW, THEREFORE, the parties hereto 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 the Lessee and Lessee does hereby take and hire, upon and subject to the terms and conditions hereinafter expressed, the following described property, located at the Airport, in its present condition, situate in the City of Bangor, viz: a.) Hangars T-8 and T-9, of approximately 1,122 square feet each of hangar space to be used exclusively for aircraft storage, and 300 square feet of office space to be used exclusively for flight training instruction and storage; along with certain ground and access rights. 1 24-113 MARCH 25,2024 Exhibit A to this lease depicts both Hangars (T-8 and T-9) and Office #201 and is hereby incorporated by reference. ARTICLE II TERM TO HAVE AND TO HOLD the demised premises as described herein for a period of three (3)years, commencing on April l, 2024 and terminating on March 31, 2027. Provided that 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, the renewal to be for a one (1)year period commencing on the aforementioned termination date. The option to renew may only be exercised in the twelve-month period immediately before the lease is due to expire. ARTICLE III RENTAL A. The rental to be paid by Lessee to Lessor during the term of this Lease shall be as shown below: 3 Year Term Monthl Yearl Amount Amount Office S ace Year 1 $750.00 $9,000.00 Years 2-3 See below See below Han ars Per Han ar Year 1 $580.59 $6,967.08 Year 2-3 See below See below • For years 2-3 of the term of the Lease,and for any extensions of the Lease, on each anniversary of the Lease Commencement Date the rental amount then in effect shall be increased by a percentage equal to the percentage increase in the Consumer Price Index—Urban(CPI-U),not to exceed 2.5%. B. Rent shall be paid monthly in advance on the first day of each and every month. Lessee shall pay all rentals herein required, 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. C. 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 buildings, structures, or improvements thereon, or any personal property located therein. Lessee further agrees that it does hereby waive 2 24-113 MARCH 25,2024 any and all rights or privileges of exemption from taxation on the demised premises, on Lessee's leasehold interest therein, or on any buildings, structures, or improvements thereon, or on any personal property located therein; provided, however, nothing herein shall in any way prohibit the Lessee from exercising its rights under the law to contest the amounts of such taxes, assessments, charges, or fees. ARTICLE IV USE, OCCUPANCY AND IMPROVEMENTS OF PREMISES A. Lessee shall use, occupy and maintain the premises herein leased in a reasonably business-like, careful, safe and environmentally responsible manner for the purposes of operating a General Aviation service based on specific uses herein listed, and for no other use whatsoever without the prior expressed written consent of the Airport Director. The General Aviation service permitted to be conducted by Lessee shall be for aeronautical purposes only, to include flying instruction, aircraft storage and minor/light aircraft maintenance within the demised premises. In addition, Lessee shall comply with all applicable airport rules and regulations. 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, requirements of the Occupational Safety and Health Act, and Maine Department of Environmental Protection and Federal Environmental Protection Administration. 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,particularly those regarding public access to runways, aprons, fire lanes and other areas of the Airport devoted to aeronautical uses, are obeyed. Lessee assumes sole responsibility for any breach of airport security when it is demonstrated that said breach is a result of Lessee's occupancy of or access to the leased area. Lessee shall comply with provisions that may be required from time to time by the Airport Director to ensure and guarantee that said access to the runway and other aeronautical areas of the Airport is not open to the customers, employees, agents or visitors of Lessee. However, Lessee's customers while operating aircraft shall have access between the runway and the demised premises. D. Lessee shall have the right to make minimal/minor improvements to the premises, subject to the prior written approval of the Airport Director, and provided that such alterations, additions, and improvements do not weaken the structural integrity of leased facilities, 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. 3 24-113 MARCH 25,2024 E. 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 purpose of maintenance, repair, correction, or inspection. F. Lessee shall have access to parking spaces adjacent to the General Aviation terminal building, and subject to locational change in the event of redevelopment of the paved parking area. G. Use & Occupancy: 1. 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 and storing aircraft, and the storage of parts and materials of use in the operation of said aircraft and for associated office use. 2. Aircraft maintenance activity shall be limited to minor repairs. Major repairs such as airframe or engine overhaul or painting (other than minor"touch-ups") is prohibited. ARTICLE V LIABII,ITY &PROPERTY DAMAGE INSURANCE A. 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: • Commercial general liability insurance with a minimum limit of$1,000,000.00 combined single limit per occurrence and $2,000,000.00 in the aggregate; • Aviation liability insurance, including Premise Liability with a minimum limit of $1,000,000.00 per occurrence and $100,000 bodily injury each person; and • Workers' Compensation and Employer's Liability Insurance (if applicable). o Workers' Compensation: Statutory Benefits o Employers Liability: ■ $500,000 Each Accident ■ $500,000 Disease per Employee ■ $500,000 Disease Policy Limit 4 24-113 MARCH 25,2024 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 VI 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 VII COVENANT TO HOLD HARMLESS A. General Indemnification and Waiver of Workers' Compensation Immunity - 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, 5 24-113 MARCH 25,2024 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. B. Indemnification with Respect to Hazardous Materials -Without limiting the Lessee's General Indemnification provided in Paragraph A above, Lessee hereby represents and warrants that, as to Lessee, hazardous materials as defined in this paragraph, Lessee shall: 1. Immediately forward to Lessor copies of any and all notices, correspondence, warnings, guidelines, or other written materials hereafter received from, or given to, any governmental authority in connection with Lessee hazardous materials and their relationship to the demised premises; 2. Conduct and complete at its own expense, all investigations, studies, sampling and testing, and all remedial, removal, and other actions necessary to clean up and remove all Lessee hazardous materials in, under, upon, from, or affecting the demised premises, to the extent required by and in accordance with all applicable federal, state, and local laws, regulations, rules, ordinances, and policies, and in accordance with orders and directives of any federal, state, or local governmental authority. 3. Defend, indemnify, and hold harmless Lessor, its employees, agents, officers and directors, from and against any and all claims, demands,penalties, fines, liabilities, settlements, damages, costs, or expenses (including without limitation, 6 24-113 MARCH 25,2024 attorney, engineering and consultant fees, investigation, testing and laboratory fees, court costs, and litigation expenses) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to: a. the discovery,presence, disposal, release, or threatened release of Lessee hazardous materials within, under, upon, from or into the demised premises; b. any personal injury (including wrongful death), or property damage (real or personal) arising out of or related to Lessee hazardous materials, which concern the demised premises; c. any legal action brought or threatened before any court or agency, settlement reached, or government order relating to Lessee hazardous materials which concern the demised premises; and/or d. any violation of laws, orders, regulations, requirements, or demands of government authorities now in effect or in effect at any time in the future, which are based upon or in any way related to Lessee hazardous materials which concern the demised premises. For this purpose, the term "hazardous materials" shall mean 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. §§ 9601 et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. §§ 801 et se . , the Resource Conservation and Recovery Act, as amended(42 U.S.C. §§ 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, its contractors, customers, licenses, agents, servants or employees; but the term "Lessee hazardous materials" shall not include any such materials used,placed, stored or disposed of upon the demised premises by the Lessor, its agents, servants or employees, or by a third party other than contractors, customers or licensees of the Lessee. C. No Joint Venture - 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,jointventure or employee of Lessor. D. Survival — The provisions of this Article VII shall survive the termination of this Lease. ARTICLE VIII NONDISCRIMINATION 7 24-113 MARCH 25,2024 A. Lessee in the use and occupancy of the leased premises shall not knowingly and willfully discriminate or permit discrimination against any person or group of persons in any manner prohibited by law. B. The Lessee, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that(1)no person on the grounds of race, color, national origin, or any other manner prohibited by law shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2)that in the construction of any improvements on, over, or under such land and the furnishings of service thereon, no person on the grounds of race, color, national origin, or any other manner prohibited by law shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3)that the Lessee shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. C. That in the event of a known breach of any of the above nondiscrimination covenants, Lessor shall have the right to terminate this Lease and to re-enter and repossess said land and the facilities thereon, and hold the same as if said Lease had never been made or issued. ARTICLE IX COVENANTS 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 the terms and provisions of this 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 X 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, 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 XI MAINTENANCE AND REPAIIZS 8 24-113 MARCH 25,2024 A. Lessee shall, at its sole expense, throughout the term hereof or any extension,keep and maintain the demised premises including all interior portions of the building located within the demised premises,building fixtures, equipment, and shop area,to the extent only that these are used by and/or under direct functional control of Lessee,windows,passageways,interior paint surfaces, parking areas, grounds and landscaping assigned to the demised premises,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 Lease, excepted. Lessee, at its own expense, shall also be responsible for any routine or required inspections related to the fire suppression system, extinguishers, hoists and other aspects of the demised premises requiring such inspections. Lessee shall provide for removal of rubbish from the Premises. Lessor shall, at its sole expense, throughout the term hereof or any extension,keep,maintain and repair the structural portions of the buildings and the operating systems therein including,without limitation,the roof,walls, doors,plumbing systems, electrical systems, �re suppression systems and HVAC systems, except to the extent such repairs are required as a result of the negligence or misuse by Lessee. 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 responsibility for providing repairs of a routine and regular nature which may from time to time be necessary, nor to provide maintenance to the demised premises of a nature and degree ordinarily sufficient to prevent damage, breakdown, failures, malfunctions or disrepairs; nor shall any exception or special provision of this Lease be construed to mean that Lessor would be required to carry out maintenance and repairs to the building. ARTICLE XII UTII,ITIES Lessee shall pay the cost of electricity utilities furnished and consumed in T-Hangars 8 & 9, including electricity. Office utilities, to include heat and electricity, do not apply and are included in the office space rental fee. Office utilities, to include phone and internet access, must be procured by Maine Instrument Flight and monthly fees for these services must be paid by Maine Instrument Flight. ARTICLE XIII AUTHORITY TO ENTER INTO AGREEMENT A. The Lessor 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 whatsoever for the purpose of authorizing the execution of this Lease, and that execution of this Agreement by the City Manager renders this Lease the valid and binding act and deed on the part of the City of Bangor and is and will remain duly enforceable in all of its terms and conditions against the Lessor during the term and all extensions thereof. B. 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 as the binding legal 9 24-113 MARCH 25,2024 act and deed of the Lessee and is and will remain fully enforceable in all of its terms and conditions against the Lessee. ARTICLE XIV EMINENT DOMAIN A. If the demised premises, or such portion thereof as to render the balance (when reconstructed)unsuitable for the purposes of Lessee shall be taken by condemnation or right of eminent domain, Lessee upon written notice to the Lessor shall be entitled to terminate this Lease,provided that such notice is given within sixty (60) days after the date of such taking. B. Should any part of the demised premises be so taken or condemned and should this Lease not be terminated in accordance with the foregoing provisions, Lessor covenants and agrees promptly after such taking or condemnation to restore the building of which the demised premises are a part to as nearly its like condition prior to such taking as shall be practical. Out of any award for any taking of the demised premises, Lessee shall be entitled to receive compensation for its leasehold interest and improvements. In the event of such taking of the premises, the rent or a fair and just portion thereof according to the nature and extent of the damage sustained shall be abated. ARTICLE XV 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 this Lease is specifically made subj ect 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 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 right or rights shall not be considered to result in a breach by the City of any covenant or agreement hereunder. In the event that the United States of America or any agency thereof exercises any such right or rights in or to said premises, and the exercise of such right or rights makes impractical in Lessee's sole discretion Lessee's intended use of said premises, then Lessee shall have the right, at its option, to terminate this Lease 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 XVI TERMINATION It is covenanted and agreed that: A. If the Lessee shall neglect or fail to pay the rent or other charges payable hereunder and shall default continue uncured for a period of ten (10)business days after receipt of written notice thereof by Lessee; or 10 24-113 MARCH 25,2024 B. If the Lessee shall neglect or fail to perform or observe any of the other covenants, terms or conditions on its part to be performed and observed and such default shall continue for thirty (30) days after receipt by the Lessee of the written notice thereof and Lessee shall not have commenced and diligently pursued the remedy of said default; or C. If the estate hereby created shall be taken on execution or by other process of law; or D. If the Lessee shall be declared bankrupt or insolvent according to law; or E. If any assignment shall be made of the property of the Lessee for the benefit of creditors; or F. 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 G. If a petition shall be filed for a reorganization of the Lessee under provisions of the Bankruptcy Act now or hereafter enacted, and such proceeding is not dismissed within one hundred and twenty (120) days after it was commenced; or H. If the Lessee shall file a petition for such reorganization or for arrangements under any provision of the Bankruptcy Act now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts, then, in any of the said cases (notwithstanding any license or any breach or covenant or waiver of the benefit hereof or consent in a former instance); or L If Lessee provides a ninety (90) day written notice to Lessor to terminate this agreement, in which case the Lessee will be responsible for six (6) months of lease payments, at the current lease amount in the year applicable less any amounts received as rent from any successor tenant; J. 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, 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, 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 re-entered as aforesaid, less any amounts received as rent from any successor tenant. ARTICLE XVII REMOVAL OF PROPERTY 11 24-113 MARCH 25,2024 Upon the termination of or expiration of this Lease, the personal property of Lessee, including machinery, equipment, and fixtures, located on the demised premises shall remain the property of the Lessee, and the Lessee shall have the right to remove the same from the demised premises within thirty (30) days from the date of termination of said Lease. Any such property not so removed within said thirty (30) days 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 personal property, the premises herein leased shall be returned to as near as possible its condition as at the commencement of this Lease, ordinary wear and tear and damage by accidental fire or other casualty excepted. ARTICLE XVIII NOTICES Notices to Lessor provided for in this Lease shall be sufficient if sent by registered or certified mail,postage prepaid, addressed to: Airport Director: Jose Saavedra Bangor International Airport 287 Godfrey Blvd. Bangor, Maine 04401 and notices to Lessee shall be sufficient if sent to: Maine Instrument Flight 215 Winthrop Street Augusta, ME 04330 or to such other addresses as the parties may designate to each other in writing from time to time. ARTICLE XIX SUCCESSION AND ASSIGNABII,ITY A. All provisions of this Lease shall extend to, bind and inure to the benefits of not only the Lessor and the Lessee but also to their respective successors and assigns. B. Lessee shall not encumber, mortgage, assign, sublet, or transfer its interests or any part thereof under this Lease without the prior written consent of the Lessor. ARTICLE XX ACCESS TO PREMISES 12 24-113 MARCH 25,2024 Lessor at its own expense shall maintain summer and winter all City accepted streets servicing the leased premises pursuant to the rules and regulations of the Airport Director and any other duly constituted governmental authority. This does not include roads, driveways, or parking areas within the demised premises, but shall include the Alert Area road access, from the Odlin Road to the Airport security fence, and aircraft access as provided for in Article IV (F). ARTICLE XXI WAIVER Failure on the part of either party to complain of any action or non-action on the part of the other party no matter how long the same may continue shall never be deemed to be a waiver of any of such parties' rights hereunder. Furthermore, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by either party shall be construed as a waiver of any of the other provisions hereof and that a waiver at any time of any of the provisions hereof shall not be construed at any subsequent time a waiver of the same provisions. The approval of either party to or for any action by the other requiring that party's consent or approval, shall not be deemed to waive or render unnecessary the party's consent or approval to or of any subsequent similar act by the other party. ARTICLE XXII AMENDMENT TO LEASE This Lease contains all the terms and conditions between the parties hereto and no alteration, amendment, or addition thereto shall be valid unless in writing and signed by the party against whom enforcement may be sought. ARTICLE XXIII INVALIDITY OF PARTICULAR PROVISIONS If any term or provision of this Lease is held to be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each other term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by law. ARTICLE XXIV CONSTRUCTION A. The headings appearing in this Lease are intended for convenience and reference only, and are not to be considered in construing this Lease. B. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating a relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of rent nor any provision contained herein or any acts of the 13 24-113 MARCH 25,2024 parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant. ARTICLE XXV 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 be amended. ARTICLE XXVI CERTIFICATE OF LEASE Lessor and Lessee both agree not to record this Lease; however, upon request of either, the other shall execute and deliver a notice of this Lease in recordable form. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first written above. CITY OF BANGOR Date By: Debbie Laurie Its: City Manager MAINE INSRUMENT FLIGHT Date By: Its: 14 IN CITY COUNCIL MARCH 25, 2024 CO 24-113 Motion made and seconded for Passage Passed �����:,w�,��° '" .�� ��°,„�,��"���,°��*°.������ �� CITY CLERK