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HomeMy WebLinkAbout2024-12-23 25-035 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: 25-035 DECEMBER 23, 2024 LEASE AGREEMENT This Lease Agreement(the "Lease") is entered into this_day of December 2024, by and between the City of Bangor, a body corporate located at 73 Harlow Street, Bangor, County of Penobscot, State of Maine, hereinafter called the "Lessor", and Pramukh Bangor Suites Airport LLC, a Maine limited liability company,with a mailing address of 250 Odlin Road, Bangor, ME 04401, hereinafter called the "Lessee," WITNESSETH: That the Lessor, for and in consideration of the covenants and agreements contained herein to be kept and performed by the Lessee, does hereby demise and lease to the Lessee a certain lot or parcel of land situated on the northeasterly side of Odlin Road in the City af Bangor, Maine and being more particularly described on Attachment A attached hereta and made a part hereof(the "Premises"). ARTIGLE I Term To have and to hold the above-described Premises for a period twenty-five (25)years commencing on December_, 2024 and terminating on December_, 2049. ARTICLE II Option for Renewal This Lease shall autamatically renew itself far ane (1) additional term of twenty-five (25)years upon the expiration ofthe Lease an December_, 2049, subject to the same terms and conditions as are contained in this Lease, except for the covenant for renewal and except for the stated rent,which amount shall be renegotiated between the Lessor and the Lessee, unless the Lessee gives written notice to the Lessor at least ninety(90) days before the expiration of the original term of this Lease that it does not want the Lease renewed. Should the parties fail to come to an agreement on the rental amount during the renegotiatian,this Lease shall be terminated in accordance with Article XIV. ARTICLE III Rent Escalation The Lessee agrees to pay to the Lessor the sum of three thousand dollars ($3,000) per year, commencing on the date of the term as specified in Article I of this Lease and continuing on the same day of each and every succeeding year during the term of this Lease. On every fifth anniversary of the Commencement Date thereafter throughout the Term, Rent shall be automatically increased by ten percent(10%), as indicated in Attachment B attached hereto and made a part hereof. Upon the automatic renewal of this 25-035 DECEMBER 23, 2024 Lease, as outlined in Article II,the parties shall negotiate a new rent amount,which shall be included as an Amendment to this Lease and shall be subject to the rent escalation terms of this Article III. ARTICLE IV Taxes Lessee agrees to pay,when due, all taxes and assessments, as may be imposed by any governmental authority upon the demised premises, or any improvements thereon, during the term hereof. Lessee further agrees that it does hereby waive all rights or privileges of exemption from municipal taxation of the demised premises or any improvements thereon, as may be available by reason of Lessor's status as a municipal corporation, or by reason of the use of Bangor International Airport as a public airport or for any other reason whatsoever; and that the City of Bangor, in its capacity as a taxing authority, may assess all taxes as would otherwise be applicable if the Premises or any improvements thereon as if such exemption did not exist; provided however,that notwithstanding any provisian herein contained, Lessor agrees that Lessee shall have the right to apply for ar otherwise seek an abatement of the amount of such taxes or assessments imposed upon the demised premises or any improvement therein. ARTICLE V Use The demised premises will anly be used as a parking lot far the parking of motor vehicles and for limited recreational uses; all such recreational uses must have the approval af the Federal Aviation Administration,the Bangor International Airport, and the Business and Economic Development Committee of the City Council of the City of Bangor.The Lessee further covenants not to use the demised premises in any manner which shall be deemed hazardous to the operation of Bangor Internatianal Airport as an airport, ar for any other purpose which shall be in violation of or fail to comply with all of the requirements of any federal, state or municipal law, ordinance or regulation, including regulations promulgated hereafter by the Federal Aviation Administration. For the purpose of this paragraph it is agreed that the parking of motor vehicles, in and of itself shall not be deemed hazardous to the operation of the Bangor International Airport as an airport. Lessor agrees that the said use of the demised premises for the parking of motor vehicles does not violate or fail to comply with any and all of the requirements of federal state and municipal law, ordinances or regulation, including regulations promulgated by the FAA, and provided further that Lessor does not represent or warrant that said use does not fail to comply with or violate any and all of the requirements of federal, state and municipal law, ordinance or regulation, including regulations promulgated by the FAA. Article VI Hazardous Waste and Hazardous Materials 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 25-035 DECEMBER 23, 2024 waste or hazardous materials 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 or hazardous materials 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 ar 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 the purpose of this Article,the terms "hazardous waste" and "hazardous materials"shall mean every substance now or hereafter designated as a hazardous material or hazardous 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 Camprehensive 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. 901, et seq.),the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sec. 691, et seq.), applicable Maine statutes or any similar federal, state or local law, ar in the regulatians adopted and publications promulgated pursuant thereta, ar any other substances ar materials canstituting 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 Nondiscrimination Lessee in the use and occupancy of the demised premises shall not on the grounds of sex, race, color, creed, national origin, or age, or any other grounds as may now or hereafter be prohibited by law, discriminate or permit discrimination against any person or groups of persons of any manner. Article VIII United States Rights 25-035 DECEMBER 23, 2024 The Lessee agrees and understands that the premises herein demised are located adjacent to and shall become a part of the property of the Lessor commonly known as Bangor International Airport.The Lessee further covenants and acknowledges that the funding for the purchase of said property may be obtained from the Federal Aviation Administration.Therefore,the Lessee agrees and understands that this agreement shall be subject to and subordinate to any and all rights of the United States presently existing as against said property and any and all requirement of the United States imposed on the Lessor by virtue of any such grant of funds and by the use and occupancy of the premises as a part of Bangor International Airport. Provided, however,that it is expressly understood by the parties that the Lessee does not agree to the imposition of such requirements as would deprive Lessee of the use of the Premises as set forth in Article V and that Lessee reserves the right ta seek legal recourse in the event such imposition occurs. ARTICLE IX Construction—Maintenance The Lessee shall be solely responsible for the constructian of the parking lot and recreational facility on the demised premises and for the repair, upkeep and maintenance of the same with no expense being incurred by the Lessor for these items. Any and all snow rernaval from said parking lot will be the Lessee's responsibility and at its sole expense. ARTICLE X Indemnification—Insurance 1. The Lessee agree to indemnify and hold harmless the Lessor from and against all claims of whatever nature arising from any act, omission or negligence of Lessee, or Lessee's contractors, licensees, invitees, agents,servants or employees, ar arising from any accident, injury or damage whatsoever caused to any person or to the property of any person occurring during the term hereof in or about the Lessee's demised premises,where such accident, damage or injury results or is claimed to have resulted fram an act or omission on the part of the Lessee or Lessee's agents, employees, licensees, or invitees.This indemnity and hold harmless agreement shall include indemnity against all costs, expenses and liabilities in or in connection with any such claim or proceeding brought thereon in defense thereof. 1.1 Lessee agrees to maintain in full force during the term of this Lease a policy of public liability insurance under which the Lessor(and such other persons as are privity of estate with Lessor as may be set out in notice from time to time) and Lessee are named as insureds, and under which the insurer agrees to indemnify and hold Lessee and Lessor and those in privity of estate with Lessor harmless from, and against all costs, expenses and/or liability arising from any accident, injury or damage whatsoever caused to any person or to the property of any person occurring during the term of this Lease in or about the demised premises. Such policy shall be non-cancellable with respect to Lessor and Lessor's said design es except upon 10 days written notice to Lessor. A duplicate original or certificate thereof shall be delivered to the Lessor.The minimum limits of liability of such insurance shall be general liability 25-035 DECEMBER 23, 2024 insurance of one million dollars ($1,000,000) combined single limit and two million dollars ($2,000,000) in the aggregate, and shall also include fifty thousand dollars ($50,000) of property damage insurance. Article XI Ba n kru ptcy If voluntary bankruptcy proceedings are instituted by Lessee, or if on proceedings instituted by anyone else, Lessee be adjudged bankrupt, or if Lessee makes an assignment for the benefit of its creditors, or if a receiver is appointed for the property or affairs of Lessee and such receivership is not vacated within ten (10) days after the appointment of such receiver, or should the rights of Lessee pass by operation of law(except as expressly permitted herein),then Lessor may at its option terminate all of the rights of Lessee hereunder by written notice to Lessee, any such occurrence shall constitute a breach hereof by Lessee, and Lessor shall, in any event, be entitled to exercise all remedies herein provided for breach by Lessee as well as any and all remedies provided by law or in equity. ARTICLE XII Assignment and Subletting The demised premises may be assigned or sublet to the lessees of the property being contiguous to the demised premises and lying generally westerly thereof. Any assignment of this lease or subletting of the demised premises to any ather person shall be only with the prior written consent of the Lessor which said consent will not be unreasonably withheld. ARTICLE XIII Encumbrance of Lessee's Leasehold Interest The Lessee shall have the right to sublease the leasehold interest hereby demised, and to grant to the Sublessee(s)the right to mortgage the leasehald interest hereby demised, upon such terms as said Sublessee(s) may determine, and ta authorize said Sublessee(s)to enter into any renewals, extensions, modifications, replaeements or amendments of any such Leasehold Mortgage(s) and Security Agreement(s), subject however,to the terms and conditions of this Lease. The Lessor hereby agrees to give any Leasehold Mortgagee(s)written notice of any default by the Lessee at the same time such notices are given to or are served on the Lessee, so long as Lessor is put on notice of any such Leasehold Mortgagee(s); the Leasehold Mortgagee(s) may, but shall not be obligated to, take any action to cure such default to prevent the termination of this Lease, even though the existence of such default or the nature thereof may be questioned or denied by the Lessee herein, or by any party on behalf of the Lessee, and all things so done and performed by such Leasehold Mortgagee(s) shall be as effective to prevent a foreclosure or termination of the rights of the Lessee hereunder as the same would have been if done and performed by the Lessee. No default on the part of the Lessee shall be deemed to exist if steps shall in good faith have been commenced promptly by Lessee or the Leasehold 25-035 DECEMBER 23, 2024 Mortgagee(s)to rectify the same, and shall be prosecuted to completion with diligence. Lessee hereby constitutes and appoints the Leasehold Mortgagee(s), its agent and attorney-in-fact,with full power, in Lessee's name, place and stead, and at Lessee's cost and expense,to enter upon the leased premises and make repairs, remove any violations of law, statutes, ordinances or rule or regulation of Governmental Authorities, and to otherwise perform any of Lessee 's obligations under this Lease if Lessee shall default with respect thereto hereunder. No Leasehold Mortgagee(s) shall become personally liable under the agreements,terms, covenants or conditions of this Lease unless and until it becomes, and then only for as long as it remains,the owner in possession of the leasehold estate(s). Upon any assignment of this Lease by any owner of the leasehold estate whose interest shall have been acquired by,through or under any leasehold mortgage(s), or shall have been derived from any holder thereof,the assignor(s) shall be relieved of any further liability which may accrue hereunder from and after the date of such assignment, pravided that such assignee(s) shall execute and deliver to Lessor a recordable instrument af assumption wherein such assignee(s) shall assume and agree to perform and observe the covenants and conditions in said Lease contained on Lessee's part to be performed and observed (it being the intention of the parties that once a leasehold mortgagee(s) shall succeed to Lessee's interest hereunder, any and all subsequent assignments whether by such leasehold mortgagee(s), any purchaser(s)at foreclosure sale, or other transferee(s), or any assignee(s) of either, shall effect a release of the assignor`s liability). ARTICLE XIV Termination- Breach The Lessee agrees to comply with all terrrts of this Lease,and should the Lessee fail to comply with any such terms of this Lease,the Lessar shall be permitted ta reenter and retake the Premises upon ten (10) days notice to Lessee of said reentry and retaking. Should the Lessor and the Lessee fail to come to an agreement on the rental amaunt in aecardance with Article II upon the renewal of this Lease, the Lease shall be terminated and the Lessor shall be permitted to reenter and retake the Premises immediately upon the expiratian of this Lease. The Lessee agrees that at the expiration of the term of this Lease to quit and deliver up the premises to the Lessor, or its Attorney, peaceably and quietly; and subject to the provisions of Article XII above the Lessee further agrees that shauld a default occur by the Lessee in any of the covenants, agreements, stipulations or conditions herein contained, it shall be lawful for the Lessor to re-enter said Premises and retake the same with or without process of law, using such force as may be necessary to re-enter and retake possession of said premises, and to remove all persons or chattels from said premises, and the said Lessor shall not be liable for damages by reason of such re-entry, and such re-entry shall be without prejudice to any other rights the Lessor may have. At the expiration of this Lease, provided the Lessee or its sub-lessees or assigns are not then in default under the terms hereof,the Lessee or its sublessees or assigns may remove any improvements placed upon the demised premises by the said Lessee or its sublessees or assigns. 25-035 DECEMBER 23, 2024 ARTICLE XV Binding Effect This Lease shall be binding upon the parties hereto and their respective successors and/or assigns. IN WITNESS WHEREOF,the parties hereto to the original of this Lease and to one duplicate original thereof have hereunto set their hands and seals the day and year first above written, WITNESS: CITY OF BANGOR By Its City Manager Thereunto Duly Authorized STATE OF MAINE PENOBSCOT, SS. December 15, 2024 Personally appearing before me,the above named Deborah Laurie, City Manager of the City of Bangor, acknowledged the foregoing instrurnent to be her free act and deed in her said capacity and the free act and deed af said City of Bangor. Before me, Notary Public/Attorney-at-law PRAMUKH BANGOR SUITES AIRPORT LLC By Witness [Name] 25-035 DECEMBER 23, 2024 [Title] ATTAC H M E NT A TO LEASE AGREEMENT A certain lot or parcel of land situated on the generally northeasterly side of the Odlin Road in the City of Bangor, County of Penobscot, State of. Maine, being bounded and described as follows: Commencing at a point where the southwesterly corner of a certain lat or parcel of land as described in a deed from the Trustees of Financial Realty Trust to the City of Bangor dated November 15, 1982 to be recorded in the Penobscot County Registry of Deeds intersects the generally easterly sideline of the Odlin Road;thence North zero .degrees thirty-six minutes fifty-one seconds East(N 0° 36' 51" E) by and along the easterly sideline of the Odlin Road a distance af one hundred fifty-one and twenty-eight hundredths feet(151.28')to a point;thence South eighty-eight degrees fifty-six minutes forty-four seconds East (S 88° 56'44" E) a distance of one hundred thirty-six and sixty-eight hundredths feet (136.68')to a point;thence South thirty-seven degrees three minutes fifty- nine secands East(S 37° 03' 59" E}a distance of six hundred sixty-twa and forty-seven hundredths feet(662.47)feet to a point; thence South twenty-six degrees fifty• minutes fifty-eight seconds West (S 26° 50' 58"W) a distance of two hundred twenty-two and sixty-eight hundredths feet(222.68')to a point; thence North thirty-seven degrees three minutes fifty-nine seconds West(N 37°03' 59"W) a distance of seven hundred twenty- five and three hundredths feet(725.03') to the easterly sideline of the Odlin Road and the point of beginning, Subject to any and all easements currently of record, including but not limited to a certain Air Space Easement granted by Pramukh Bangar Suites Airport LLC, a Maine limited liability company,with a mailing address af 341 Highland Avenue, Seekonk, MA 02771 to the City of Bangor dated December 15, 2024, to be recorded in the Penobscot County Registry of Deeds. 25-035 DECEMBER 23, 2024 ATTACHMENT B TO LEASE AGREEMENT RENT ESCALATION CHART YEAR RENT ESCALATION PERCENTAGE ANNUAL RENT PAYMENT January 1, 2024-January 1, 2029 $3,000 January 1, 2029-January 1, 2034 10% $3,300 January 1, 2034-January 1, 2039 10% $3,630 January 1, 2039-January 1, 2044 10% $3,993 January 1, 2044-January 1, 2049 10% $4,392.30 IN CITY COUNCIL DECEMER 23, 2024 CO 25-035 Councilor Tremble indicated he may have a conflict of interest as he owns the adjacent property. It was determined that he did not have a conflict. Passed �����:,w�,��° '" .�� ��°,„�,��"���,°��*°.������ �� CITY CLERK