Loading...
HomeMy WebLinkAbout2025-05-28 25-164 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: 25-164 MAY 28, 2025 LAND LEASE between City of Bangor (Landlord) and Enterprise Rent-A-Car Company of Boston, LLC, a Delaware limited liability company (Tenant) BRANCH 4 BGR QTA Ground Lease 5/30/25 25-164 MAY 28, 2025 LAND LEASE THIS LAND LEASE (the "Lease") dated the _ day of June 2025, is entered into by and between the City of Bangor, a municipal corporation organized and existing under and by virtue of the laws of the State of Maine, and having its principle office at 73 Harlow Street, Bangor, ME 04401 ("Landlord") and, Enterprise Rent-A-Car Company of Boston, LLC, a Delaware limited liability company, having its principle office at 10 Navigator Road, Londonderry, New Hampshire 03053 ("Tenant"). In consideration of the rent to be paid and the promises and obligations of Landlord and Tenant under this Lease, it is agreed as follows: Article 1. PREMISES Landlord hereby leases to Tenant and Tenant hereby leases from Landlord 37,731.6 square feet of land on the parcel known as Map R25-Lot 027, located on Maine Avenue and located in the City of Bangor,. County of Penobscot, State of Maine. The portions of the parcel, together with all easements and other appurtenant rights that serve the parcel, is referred to in this Lease as the "Premises" and is shown outlined in red on Exhibit "A". A survey (with a certified legal description) that exactly describes the Premises ("Survey") will be prepared, and once prepared, the Survey will be automatically inserted for the description of the Premises as Exhibit `B". Article 2. TERM Section 2.1. Effective Date This Lease will become effective on the fifth business day following the day on which Tenant first possesses a copy of this Lease that has been signed by both Landlord and Tenant (the "Effective Date"). Section 2.2. Term and Commencement Date The term of this Lease (the "Initial Term") will begin on the Commencement Date (as defined below) and will end on the last day of the sixtieth (60th)full calendar month following the Commencement Date. The "Commencement Date" will be the date on which Tenant receives a building permit from the Code Enforcement Office of the City of Bangor. Once the Commencement Date has been determined, Landlord and Tenant will sign a commencement date letter in substantially the form attached hereto as Exhibit "C". Section 2.3. Holding Over If Tenant holds possession of the Premises or any portion thereof after the end of the Term, Tenant will be deemed a tenant from month to month at the Rent and otherwise upon the terms of this Lease. Such tenancy may be terminated by either party upon not less than thirty (30) days prior written notice to the other. Holding over by Tenant shall not be deemed an exercise of any Renewal Option. Article 3. RENEWAL OPTIONS Tenant will have three (3) separate, successive options (each a "Renewal Option") to extend the Term for additional periods of sixty (60) months (each a "Renewal Term"). The first Renewal Term will commence upon the expiration of the Initial Term. Each successive Renewal Term will commence upon 1 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 the expiration of the previously exercised Renewal Term. The first Renewal Option may be exercised by written notice from Tenant to Landlord given not later than ninety (90) days prior to the expiration of the Initial Term. Subsequent Renewal Options may be exercised by written notice from Tenant to Landlord given not later than ninety (90) days prior to the expiration of the previously exercised Renewal Term. No Renewal Option will lapse until Landlord notifies Tenant in writing that Tenant has failed to timely exercise such Renewal Option and Tenant fails to exercise such Renewal Option for ten (10) days following receipt of Landlord's notice. The Rent for each Renewal Term shall increase by the percentage change in the Consumer Price Index, the All Items expenditure category. The term "Consumer Price Index" is the "monthly unadjusted Consumer Price Index for All Urban Consumers (CPI-U)" published by the United States Department of Labor, Bureau of Labor Statistics. In the event that the CPI-U index should cease to be published during the term of this Lease, the rental adjustment for the Renewal Term shall be calculated as stated above by reference to the percentage change in any substitute index published by the U.S. Department of Labor or other reliable source which authoritatively represents the change in urban consumer prices in the United States. Otherwise, the Lease shall continue upon all the same terms and conditions set forth herein. As used in this Lease, "Term" means both the Initial Term and, to the extent Renewal Options have been exercised, the Renewal Terms, unless the context clearly requires otherwise. Article 4. RENT Section 4.1. Rent Tenant agrees to pay Landlord, as Rent for the Premises, at the yearly rate of twenty-four thousand dollars ($24,000) and payable in equal monthly installments of two thousand dollars ($2,000) on or before the 10th day of each calendar month during the Term, and prorated for the fractional portion of any month. Section 4.2. IRS Form W9 Landlord hereby agrees to provide Tenant with a completed IRS Form W-9 upon execution of this Lease. Should Landlord fail to provide a completed W9, Landlord hereby agrees that Tenant shall not be in default of this Lease for non-payment of Rent. Article 5. TAXES Section 5.1. Personal Property Taxes Tenant will pay, without contribution from Landlord, all taxes on Tenant's personal property and trade fixtures that are assessed and payable during the Term. Section 5.2. Real Estate Taxes Tenant will pay, without contribution from Landlord, its proportionate share of "Real Estate Taxes" that are assessed for and become payable during the Term on or against the Premises, including improvements located on the Premises. For purposes of this Lease, the term "Real Estate Taxes" includes special assessments and other governmental impositions against the value of the Premises of every kind and nature. Tenant will not be required to pay any estate, inheritance, succession, capital levy, corporate franchise, gross receipts, transfer or income tax of Landlord or any tax payable by Landlord on rentals. 2 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 Real Estate Taxes for any calendar year will be the prorata share of Real Estate Taxes payable for that portion of the tax year which falls within said calendar year. Real Estate Taxes for any calendar year that is not entirely included in the Term will be prorated accordingly. Real Estate Taxes applicable to the Premises will be prorated as follows: With respect to Real Estate Taxes, Tenant's proportionate share will be the applicable Real Estate Taxes multiplied by a fraction, the numerator and denominator being the square footage of the Premises. In the event any Real Estate Taxes are or can be payable in installments, Tenant will have the right to pay the same over the longest available installment period and Tenant will be obligated to pay only those installments that become payable during the Term. Article 6. UTILITIES Tenant will pay all charges for electricity and other utilities supplied to the Premises and used by Tenant during the Term. All utilities will be separately metered to the Premises. Article 7 REPAIRS If a repair is necessitated by the negligence or willful misconduct of Landlord or Landlord's employee, agent or contractor, such repair will be made by or for the account of Landlord at Landlord's expense. Otherwise, Tenant will keep the improvements on the Premises in good order, condition and repair. Tenant will also keep the personal property and equipment attached to or used in connection with the Premises in good operating condition; and shall be responsible for all maintenance, such as snow plowing and repairs, of the Premises. Article 8. CONSTRUCTION AND ALTERATIONS Section 8.1. Construction of Improvements Tenant will submit one (1) set of plans and specifications for the improvements to be constructed on the Premises ("Tenant's Plans") to Landlord. Within fifteen (15) days following Landlord's receipt of Tenant's Plans, Landlord will notify Tenant in writing of any specific changes that must be made in order to make Tenant's Plans acceptable to Landlord; provided, however, that changes requested by Landlord may relate only to the integrity or code compliance of the improvements. Requests for changes that are not so related may be disregarded by Tenant. If Landlord fails to give Tenant timely notice of changes that must be made, Landlord will be deemed to have approved Tenant's Plans as submitted; however, Tenant understands that it is required to seek approvals and permits as required before Tenant may construct any improvements on the Premises. If Landlord does give Tenant timely notice of changes that must be made, Tenant may, within ten (10) days following receipt of that notice, either revise Tenant's Plans in response to Landlord's notice or terminate this Lease. Tenant must receive all appropriate approvals and permits before beginning construction. Tenant understands that Landlord does not have control over the approval procedures and makes no guarantees as to whether Tenant's plans will be approved by the Planning Board of the City of Bangor. During the period of Tenant's construction Landlord will allow Tenant to place trailers and provide tool storage, staging areas and trash facilities on the Premises, subject to the Landlord's approval of such storage, approval of which shall not be unreasonably withheld. Article 9. USE OF PREMISES 3 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 Section 9 1 Permitted TTae Tenant will initially use the Premises primarily for the storage, parking and vacuuming of motor vehicles, and for other uses related or incidental to the primary use. Tenant shall construct not more than one hundred and fifteen (115) parking spaces on the Premises. Section 9.2. Tenant's Compliance with Laws Tenant will use and occupy the Premises so as to comply with all applicable laws and regulations pertaining to such use. Section 9.3. Landlord's Compliance with Laws Landlord's ownership and control of the Premises will be in compliance with all laws and regulations now in force or which may hereafter be applied to ownership or control of real property, including, environmental conditions. Article 10. INSURANCE AND INDEMNITY Section 10.1. Tenant's Insurance Tenant will maintain in full force and effect during the Term commercial general liability insurance, insuring Landlord and Tenant as their interests may appear, against any and all claims and demands for damage to property or injury to persons or loss of life arising out of or related to the use of or resulting from any accident occurring in, upon or about the Premises, with a combined single limit coverage of not less than $2,000,000. All such insurance will name Landlord as an additional insured. Tenant will also maintain in full force and effect during the Term any legally required workers' compensation insurance covering all of Tenant's employees working on the Premises. Section 10.2. Quality of Policies and Certificates All policies of insurance will be issued by an insurer with an A. M. Best's rating of A- or better. Tenant will deliver to Landlord, on request, copies of certificates of insurance showing that policies in compliance with this Article 10 are in effect. All policies of insurance will require the insurer to notify Landlord and Tenant at least 30 days prior to cancellation, amendment or revision of coverage. Section 10.3. Blanket Policy Any policy of insurance may be maintained under a so-called "blanket policy" insuring other parties and other locations so long as the minimum insurance policy requirements and limits set forth above are maintained. Section 10.4. Tenant's Indemnification Except for damage or injury caused by the willful or negligent act or omission of Landlord, its agents or employees, Tenant will indemnify, defend and hold Landlord, its agents and employees harmless from any and all liability for injury to or death of any person, or loss of or damage to the property of any person, and all actions, claims, demands, costs (including, without limitation, reasonable attorneys' fees), damages or expenses of any kind arising therefrom which may be brought or made against Landlord or which Landlord may pay or incur by reason of the use, occupancy and enjoyment of the Premises by Tenant, its agents or employees acting within the scope of their employment or agency. Tenant hereby expressly waives any and all immunity it may have under Maine Workers Compensation Act in regard to such claims made or asserted by Tenant's agents or employees against Landlord. Section 10.5. Landlord's Indemnification 4 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 Except for damage or injury caused by the willful or negligent act or omission of Tenant, its agents or employees, Landlord will indemnify, defend and hold Tenant, its agents and employees harmless from any and all liability for injury to or death of any person, or loss of or damage to the property of any person, and all actions, claims, demands, costs (including, without limitation, reasonable attorneys' fees), damages or expenses of any kind arising therefrom which may be brought or made against Tenant or which Tenant may pay or incur by reason of the ownership, maintenance or use of the Premises by Landlord, its agents or employees acting within the scope of their employment or agency. Article 11. ASSIGNMENT AND SUBLETTING Tenant will have the right to assign its interest in this Lease or sublet all or part of the Premises with the permission of Landlord, provided that no part of the Premises will be sublet or assigned for a purpose which is unlawful, dangerous, noxious or offensive. No assignment or subletting by Tenant will affect or diminish the obligation of Tenant to perform all of the obligations of Tenant under this Lease. Article 12. FIXTURES All equipment and other personal property of Tenant will remain the property of Tenant and Tenant may remove all or any portion of such property from the Premises at any time. No sign, awning, canopy or other item included in or displaying any element of Tenant's tradedress will become Landlord's property or be deemed part of the real estate regardless of the location or means of attachment of such item, and all such items may be removed from the Premises by Tenant at any time and Tenant will repair any damage done in the course of that removal. After the termination of the Lease, Tenant shall remove all equipment, personal property, and fixtures from the Property and repair any damage done in the course of that removal within thirty (30) days. Should Tenant fail to remove any equipment, personal property, or fixtures from the property within this time frame, it shall become the property of the Landlord, with the exception of Tenant's motor vehicles, which shall at all times remain the property of Tenant. Article 13. DEFAULT BY TENANT Section 13.1. Events of Default The occurrence of any of the following will be an event of default on the part of Tenant: (a) Nonpayment. Failure to pay any amount payable by Tenant to Landlord when due, such failure continuing for a period of ten (10) days following Tenant's receipt of written notice of such failure; (b) Other Obligations. Failure to perform any obligation of Tenant under this Lease other than those matters specified in subsection (a) hereof, such failure continuing for thirty (30) days following Tenant's receipt of written notice of such failure, or, if it is not reasonably possible to cure such failure to perform within thirty (30) days, for such additional time as may be reasonably necessary, provided Tenant commences the cure within the thirty (30)day period and thereafter proceeds diligently to complete the cure. Section 13.2. Remedies Upon Default (a) Upon the occurrence of any event of default described in Section 13.1 hereof, Landlord, in addition to and without prejudice to any other rights or remedies it may have, will have the immediate right to re-enter and repossess the Premises or any part thereof, removing all persons and property, which property may be stored in a public warehouse or elsewhere at the cost and risk of Tenant. In addition to or in lieu of such re-entry, and without prejudice to any other rights or remedies it may have, Landlord will have the right to either (1) terminate this Lease and recover from Tenant all damages incurred by Landlord as a result of Tenant's default, or (ii) continue this Lease in effect and recover Rent and other charges and 5 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 amounts as they become due. (b) Even if Tenant is in default, this Lease will continue in effect for so long as Landlord does not terminate this Lease as provided below and Landlord may enforce all of its rights and remedies under this Lease, including the right to: (1) bring suit for the collection of the Rent or other amounts for which Tenant may be in default, or for the performance of any other obligation of Tenant hereunder, all without entering into possession or terminating this Lease; (ii) re-enter the Premises, without thereby terminating this Lease, and relet the Premises, applying the Rent it receives first to the payment of the reasonable expense of such reentry and reletting, then to the payment of the monthly Rent accruing hereunder, and the balance, if any, will be held for the benefit of Tenant to be used to pay for any subsequent amounts due from Tenant. Whether or not the Premises are relet, Tenant will remain liable for any deficiency in Rent. Landlord will use good faith efforts to relet the Premises and mitigate damages; and (iii) terminate this Lease effective on the date that is ten (10) days following receipt by Tenant of Landlord's notice of such termination, whereupon Tenant will be wholly discharged from this Lease. Article 14. DEFAULT BY LANDLORD If Landlord fails to perform any covenant, condition, or agreement on its part to be performed under this Lease within thirty (30) days after receipt of written notice from Tenant specifying such failure (or if such failure cannot reasonably be cured within thirty (30) days, if Landlord does not commence to cure the failure within that thirty (30)day period or does not diligently pursue such cure to completion), then such failure will constitute a default hereunder and Landlord will be liable to Tenant for damages sustained by Tenant to the extent they are a result of Landlord's default. If, after notice to Landlord (except in an emergency when no notice will be required), Landlord fails to promptly cure its failure to perform and that failure could cause injury to persons, damage to the Premises or to Tenant's property or interfere with the conduct of Tenant's business at the Premises, then Tenant will have the right, but not the obligation, to cure Landlord's failure to perform for the account and at the expense of Landlord. Landlord agrees to promptly reimburse Tenant for the reasonable cost of such cure following receipt from Tenant of an itemized statement of such cost. Any amounts not reimbursed by Landlord within fifteen (15) days following receipt of Tenant's statement shall accrue interest at the rate of 12% per annum and may be applied by Tenant as a credit against Tenant's next payment(s) of Rent and other charges until fully recovered. Article 15. NON -DISTURBANCE Section 15.1. Non -disturbance and Attornment Landlord will procure from any ground lessor and from the holder of any deed of trust or mortgage affecting the Premises an agreement signed by such ground lessor or holder providing that (a) so long as Tenant is not in default hereunder beyond the applicable grace or cure period, its tenancy will not be disturbed, nor its rights under this Lease affected by any default under such ground lease or deed of trust or mortgage nor will Tenant be named as a defendant in any foreclosure proceeding, and (b) in the event of re-entry under any such ground lease or foreclosure under any such mortgage or deed of trust, or a granting of a deed in lieu thereof, any ground lessor, trustee, mortgagee or purchaser of Landlord's interests will assume the obligations of Landlord under this Lease. 6 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 Section 15.2. Estoppel Certificates Either party will, from time to time, within twenty (20) days after written request by the other party, execute, acknowledge and deliver a certificate in writing stating: (a) that this Lease is unmodified and in full force and effect, or, if there have been any modifications, that this Lease is in full force and effect as modified and stating the date and the nature of each modification; (b) the date to which rental and all other sums payable hereunder have been paid; (c) that, except as may be otherwise expressly stated, the other parry is not in default in the performance of any of its obligations under this Lease, that no notice of default has been given to the other party and that no event has occurred which, but for the expiration of the applicable time period, would constitute an event of default hereunder; and (d) such other matters as may reasonably be requested. Article 16. QUIET ENJOYMENT Landlord agrees that, so long as Tenant is paying the Rent and performing its other obligations under this Lease, Tenant will peaceably and quietly have, hold and enjoy the Premises throughout the Term. Article 17. HAZARDOUS WASTE AND HAZARDOUS MATERIALS Section 17.1. Definition - "Hazardous Materials" and "Hazardous Waste" The term "Hazardous Materials" means any hazardous, toxic or dangerous substance, asbestos, waste, contaminant, pollutant, gas or material, including, without limitation, gasoline, waste oil and other petroleum products and constituents thereof, mold or other biohazardous substances which are now or may become regulated under any federal, state or local statute, regulation, ordinance or other law now or hereafter in effect, including, without limitation, any substance, waste or material which is now or hereafter (a) designated as a "hazardous substance" under the Federal Water Pollution Control Act and/or the Comprehensive Environmental Response, Compensation, and Liability Act, (b) designated as a hazardous waste or regulated substance pursuant to the Resource Conservation and Recovery Act, (c) designated or listed as a hazardous material under the Hazardous Material Transportation Act, (d) is in any way regulated as a hazardous material or toxic substance under the Laws of the state wherein the Premises is located or any rule, regulation or ordinance related to the Premises, (e) every substance now or hereafter designated as a hazardous waste under any provision of State or Federal law; or (f) every substance now and hereafter designated as hazardous materials under the US Department of Transportation's definition of a "hazardous material." "Release" means any release, spill, leak, discharge, presence of, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, allowing to escape or migrate into or otherwise enter the environment (including ambient air, surface water, groundwater, wetlands, land, surface, and subsurface strata or within any building, structure, facility or fixture) of any Hazardous Materials. Section 17.2. Indemnification In addition to the specific provisions of this Lease concerning indemnification and without prejudice to any rights and remedies of the parties thereunder, the parties further grant to each other the following Hazardous Materials indemnification. (a) Landlord and its successors, assigns, trustees, beneficiaries and legal representatives will protect, indemnify, defend and hold harmless Tenant, its officers, directors, shareholders, representatives, and their respective successors and assigns from and against all judgments, suits, proceedings, liabilities, losses, costs, judgments, orders, obligations, damages, expenses or claims (whether by third parties or governmental authorities) arising out of or in any way relating to the existence of any Hazardous Materials placed or Released on, in or under the Premises by any person or entity other than Tenant or any person or entity acting for, by or through Tenant or with Tenant's permission or acquiescence and/or disclosed in the 7 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 Tests, if any. This indemnity includes, but is not limited to, remedial, removal, response, abatement, cleanup, legal, investigative and monitoring costs, penalties, fines and disbursements (including, without limitation, attorneys', consultants' and experts' fees) of any kind whatsoever, which may at any time be imposed upon or incurred by any indemnitee arising, directly or indirectly, (1) from requirements of any federal, state or local environmental law; (ii) in connection with claims by government authorities or third parties related to the condition of the Premises; and/or (iii) from the presence or existence of Hazardous Materials on, in or near the Premises, including all consequential damages. (b) Tenant hereby covenants and agrees that it shall not, during the term of this Lease, including any extension or renewal hereof, permanently place, cause to be placed, deposit or discharge any hazardous waste or hazardous materials upon the demised premises, or upon any other portion of Landlord's Bangor International Airport, and further expressly agrees that it shall indemnify Landlord 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 material placed or deposited by Tenant in violation of this Article. Tenant 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 Landlord from any and all costs, expense or liability, of whatever kind or nature, incurred by the Landlord for any such violation. Such costs shall be deemed to include, without limitation, Landlord'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 Landlord to take remedial action with respect to such hazardous waste or hazardous materials; and of all associated attorney's fees and costs. (c) In the event that any investigation, monitoring, containment, cleanup, removal, remediation, restoration or other work of any kind or nature ("Remedial Work") is required, reasonably necessary or desirable under any applicable federal, state or local law or regulation, any judicial order, or by any governmental or non -governmental entity or person because of, or in connection with the current or future presence, suspected presence, release or suspected release of a Hazardous Material in or into the air, soil, groundwater, surface water or soil vapor at, in, about, under or within the Premises (or any portion thereof), the party who has an obligation to indemnify the other will, within 30 days after written demand for performance thereof by the indemnitee (or within a shorter period of time as may be required under any applicable law, regulation, order or agreement), commence to perform, or cause to be commenced, and thereafter diligently prosecute to completion, all such Remedial Work. All Remedial Work will be performed by one or more contractors, approved in advance in writing by the indemnitee, and under the supervision of a consulting engineer approved in advance in writing by the indemnitee, such approvals in all cases not to be unreasonably withheld. All costs and expenses of such Remedial Work will be paid by the indemnitor, including without limitation, the charges of such contractor(s) and/or the consulting engineer, and the attorneys' fees and any costs incurred by the indemnitee in connection with the monitoring or review of such Remedial Work. In the event the indemnitor fails to timely commence or cause to be commenced, or fails to diligently prosecute to completion, such Remedial Work, the indemnitee may, but will not be obligated to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, will be reimbursed by the indemnitor. (d) Nothing contained in this indemnification will prevent or in any way diminish or interfere with any rights and remedies, including without limitation, the right to contribution, which either party may have against the other party or against any of its predecessors or successors in interest, or any other party under the federal Comprehensive Environmental Response, Compensation, and Liability Act, as it may be amended from time to time, or of other applicable federal, state or local laws. 8 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 Article 18. MISCELLANEOUS Section 18.1. Notices All notices, demands and communications called for in this Lease will be given by registered or certified United States mail or national express mail carrier (Federal Express, UPS, etc.), return receipt requested, to the following address or to such other address as Landlord or Tenant may designate by written notice to the other pursuant to this Section 18.1. Landlord: City of Bangor Maine 73 Harlow Street Bangor, ME 04401 Attn: Director of Community and Economic Development Tenant: Enterprise Rent-A-Car 10 Navigator Road Londonderry, NH 03053 Attn: Vice President/General Manager With copy to: Enterprise Holdings, Inc. 600 Corporate Park Drive St. Louis, MO 63105 Attn: Real Estate Department Such notice or other communication will be deemed given when received by the addressee, or on the date that the addressee refused delivery. Section 18.2. Force Majeure If either Landlord or Tenant is delayed or hindered in or prevented from performing any act or obligation called for by this Lease by reason of strikes, lockouts, unavailability of materials, failure of power, restrictive governmental laws or regulations, riots, insurrections, war, epidemic or other reason beyond its control, then performance of such act or obligation will be excused for the period of the delay and the period for the performance of such act or obligation will be extended for a period equivalent to the period of the delay. The failure to make payments required under this Lease due to lack of funds will not, however, be considered a cause beyond the control of the party failing to pay. Section 18.3. Early Termination Tenant may terminate this Lease effective on or at any upon ninety (90) days advance written notice to Landlord. Section 18.4. Waiver of Landlord's Lien Landlord will not claim or have a lien of any kind, be it contractual or statutory, on or against Tenant's motor vehicles for non-payment of Rent, default by Tenant or any other reason, and Landlord hereby waives all such liens available to Landlord. Section 18.5. Brokers No Brokers were used in this transaction. Section 18.6. Litigation Between Parties 9 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 In the event of any litigation or other dispute resolution proceedings between Landlord and Tenant arising out of or in connection with this Lease, the prevailing party will be reimbursed for all reasonable costs, including, but not limited to, reasonable accountants' fees and attorneys' fees, incurred in connection with such proceedings (including, but not limited to, any appellate proceedings) or in connection with the enforcement of any judgment or award rendered in such proceedings. "Prevailing party" within the meaning of this Section 18.6 will include, without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached or consideration substantially equal to the relief sought in the action. Section 18.7. Surrender Tenant will peacefully and quietly surrender possession of the Premises to Landlord at the end of the Term. Tenant will have the right to remove all of its equipment, trade fixtures, decorations, inventory and other personal property from the Premises and will repair any damage done in the course of that removal. Any personal property remaining on the Premises thirty (30) days following the expiration of the Term will be deemed abandoned and will become the property of Landlord, with the exception of Tenant's motor vehicles, which will at all times continue to be the property of Tenant. Section 18.8. Entire Agreement This written Lease, together with the exhibits hereto, contains all the representations and the entire understanding between the parties hereto with respect to the subject matter hereof. Any prior correspondence, memoranda or agreements are replaced in total by this Lease and the exhibits hereto. This Lease may be modified only by an agreement in writing signed by each of the parties. This Lease has been reviewed and negotiated by both parties and, if so elected, by their attorneys, and represents their mutual agreement on the terms set forth herein. In no event shall this Lease be construed against the initial drafter of the same. Email communications whether or not they have a typed name and/or signature block do not amount to a signed writing. Section 18.9. Governing Law This Lease will be construed and interpreted in accordance with and be governed by the laws of the state wherein the Premises is located. Section 18.10. Successors and Assigns The provisions of this Lease will be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. Section 18.11. Non -Discrimination Landlord understands and acknowledges that the requirements, as stated in Exhibit "D", shall apply to this Lease if required by applicable federal law. Article 19. LIENS Neither Landlord nor Tenant will permit any mechanics' or materialmen's lien to be filed against the Premises by reason of work, labor, services or materials performed or furnished. If any such lien is filed, the party that performed or authorized the work that gave rise to the lien (the "Causing Party") may contest the same in good faith, but, even if the lien is contested, the Causing Party will have the lien released of record by payment, bond, order of a court of competent jurisdiction, or otherwise within fifteen (15) days following its filing. If the Causing Parry fails to release any such lien within the fifteen (15) day period, the other party may remove the lien by payment, bonding or in any other manner it deems appropriate, without investigating the validity of the lien, and the Causing Party will reimburse the other party the 10 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 amount it paid in connection with the discharge of said lien, together with reasonable expenses incurred, including reasonable attorneys' fees. Article 20. CONDITIONS PRECEDENT TO COMMENCEMENT OF THE TERM Section 20.1. Study Period Landlord acknowledges that there are a number of conditions that may be investigated by Tenant and either satisfied or waived by Tenant before the Commencement Date can occur. Those conditions (the "Conditions Precedent") must be satisfied or waived by Tenant within one hundred and twenty (120) days following the Effective Date (the "Study Period"). Tenant's satisfaction with or waiver of any Condition Precedent must be communicated to Landlord by written notice given before the end of the Study Period. If Tenant does not give notice as to any Condition Precedent during the Study Period, then either Landlord or Tenant may terminate this Lease by written notice to the other; provided, however, that Landlord's termination notice will be ineffective if, within ten (10) days following its receipt by Tenant, Tenant notifies Landlord of its satisfaction with or waiver of all Conditions Precedent. Section 20.2. Conditions Precedent The following are Conditions Precedent that may be investigated by Tenant during the Study Period: (a) Land Conditions and Title. Tenant has the right to enter upon the Premises during the Study Period to prepare a 2016 ALTA/NSPS Land Survey (the "Survey") and conduct inspections, measurements, environmental studies, soil tests, soil borings and other engineering studies (the "Tests"). The Survey and Tests must demonstrate to Tenant's satisfaction that the Premises is large enough and otherwise suitable to permit the construction of the improvements that Tenant wishes to construct on the Premises. The Tests and Survey will be conducted so as not to damage or interfere with activities on the Premises. (b) Zoning and Other Restrictions. The Premises must be zoned to permit Tenant's use and may not be subject to any restriction or limitation, governmental or otherwise, that would in Tenant's judgment unreasonably increase its cost of construction or impair the operation of its business at the Premises. In the event Tenant determines that the Premises is not zoned to permit Tenant's Use, or that a zoning variance or special use permit is required, or that the Premises is subject to restrictions or limitations as provided above, Tenant will obtain proper rezoning, a variance and/or special use permit and eliminate such restrictions and/or limitations at its sole cost and expense during the Study Period. Tenant understands that Landlord makes no guarantees as to whether Tenant is able to obtain proper rezoning, variances or special use permits, should the Premises require rezoning, variances, or special use permits. (c) Permits. Tenant must obtain during the Study Period all permits, licenses and approvals necessary to construct the improvements that Tenant wishes to construct on the Premises (including signs) and operate and utilize the Premises for Tenant's use, at a cost and in a manner satisfactory to Tenant. Landlord agrees to cooperate with Tenant and the state, county or municipal authorities in obtaining such permits, licenses and approvals and will execute any documents reasonably required for that purpose. (d) Utilities. Electricity, and storm sewers must be available at or within the property line of the Premises. Such utilities must be available in capacities satisfactory to Tenant. Any "tap -in" or other fees required to be paid for connection to or use of such utilities must be satisfactory to Tenant. If Tenant determines that such utilities are not at or within the property line of the Premises or are not available in capacities satisfactory to Tenant, Tenant will bring them to the Premises and/or increase their capacities to 11 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 Tenant's satisfaction at Tenant's sole cost and expense during the Study Period. Landlord will grant such easements for utilities as may be necessary to accomplish the purposes of this subsection (e). (e) Corporate Approval. This Lease is subject to final approval by Tenant's parent company, Enterprise Holdings, Inc., which approval may be given or denied for no reason or for any reason whatsoever. Such approval shall be deemed given if Tenant fails to notify Landlord that such approval has been denied by the end of the Study Period. 12 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year herein written. LANDLORD: City of Bangor Its: 13 Ground Lease Revised 04/2025 TENANT: Enterprise Rent-A-Car Company of Boston, LLC, a Delaware limited liability company Matthew R. Thomas Regional Vice President 25-164 MAY 28, 2025 EXHIBIT "A" SITE PLAN DEPICTING THE PREMISES OUTLINED IN RED 14 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 EXHIBIT `B" LEGAL DESCRIPTION OF THE PREMISES 15 Ground Lease Revised 04/2025 25-164 MAY 28, 2025 rvXyy"Ym «.,» COMMENCEMENT DATE LETTER 20 Certified Mail Return Receipt Requested Landlord RE: Lease dated 20 ("Landlord") and Dear ("Lease") by and between ("Tenant") respecting the premises located at (the "Premises") In accordance with the Lease, this letter is to confirm the following: 1. Possession of the above referenced Premises was delivered to Tenant on 20 2. The Commencement Date under the Lease is , 20 3. Obligation to pay Rent or any other charge due under the Lease commenced on , 20 4. The Lease Term commenced on , 20 , and the Term shall expire on , 20 (unless extended or earlier terminated as provided in the Lease). If you are in agreement with the above, please sign both of the enclosed copies where indicated and return one fully executed original to me. Please contact the undersigned if you have any questions or comments with regard to this confirmation letter. Very truly yours, [Tenant Legal Name] By: 16 Ground Lease Revised 04/2025 AGREED AND CONSENTED TO THIS DAY OF .20 [Landlord Legal Name] 25-164 MAY 28, 2025 Name: Title: 17 Ground Lease Revised 04/2025 Name: Title:_ Date: 25-164 MAY 28, 2025 EXHIBIT "n" Landlord shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin, or for inquiring about, discussing, or disclosing information about compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. Landlord and any covered contractor/subcontractor agrees to comply with all the provisions set forth in 29 CFR Part 471, Appendix A to Subpart A (Executive Order 13496). 18 Ground Lease Revised 04/2025 IN CITY COUNCIL MAY 28, 2025 CO-164 Passed �����:,w�,��° '" .�� ��°,„�,��"���,°��*°.������ �� CITY CLERK