HomeMy WebLinkAbout2010-07-26 10-271 ORDERCOUNCIL ACTION
Item No. U I 471
Date: 7-26-2010
Item/Subject: Order, Authorizing Lease with LifeFlight of Maine, LLC for Space in Building
123, Corporate Aviation Hangar, Bangor International Airport
Responsible Department: Airport
Commentary: The attached Order will authorize a new Indenture of Lease between the City of
Bangor, Airport Department and LifeFlight of Maine, LLC. This agreement outlines a five (5) year
term, with two one year extensions, for the lease of hangar space in Building 123 (also known as
the Corporate Hangar facility). The current lease is due to expire on July 31, 2010 and both parties
are interested in having LifeFlight remain as a tenant. The terms and conditions of the lease remain
unchanged with the exception of a rate increase. The new lease rate is $2,750.00 per month, or
$33,000.00 annually, which reflects a 3% increase over the current lease rate. The current lease
rate has remained unchanged since 2001.
The terms outlined in this lease contract have been agreed to between the Airport and LifeFlight.
The Legal Department has reviewed and approved the new lease.
Manager's Comments: This has been reviewed and is recommended by Airport Co
Associated Information: Order, Lease
Budget Approval:
Legal Approval:
Introduced for
Passage
First Reading
Referral
Department Head
m City Manager
Finance Director
Page _ of _
ity Solicitor
Assigned to Councilor _ Hawes
CITY OF BANGOR
1f? `j71
July 26, 2010
(TITLE.) ORDER, Authorizing Lease with LifeFlight of Maine, LLC for Space in Building 123,
Corporate Aviation Hangar, Bangor International Airport.
By the City Council of the City of Bangor.
ORDERED, THAT a lease with LifeFlight of Maine, LLC for space in Building 123,
Corporate Aviation Hangar, Bangor International Airport, is hereby approved in a form
substantially the same as presented to the Airport Committee, approved by the City
Solicitor, and attached hereto.
IN CITY COUNCIL
July 26, 2010
Motion Made and Seconded for Passage
Passed
#10-271
ORDER
(TITLE,) Authorizing Lease with Life Flight
of Maine, LLC For Space in Building 123
r
Corporate Aviation Hangar, Bangor Inter-
national Airport
Assigned to Councilo
&ANqGROR
INTERNATIONAL AIRPORT
MEMORANDUM
To: Airport Committee
From: Anthony P. Caruso Jr., Asst. Airport Director
CC: Bob Farrar, Interim City Manager
Rebecca Hupp, Airport Director
Paul Nicklas, Asst. City Solicitor
Scott Tash, Airport Finance Manager
Re: LifeFlight of Maine lease renewal
Date: July 1, 2010
Attached, the Airport Committee will find a copy of a new lease agreement between LifeFlight
of Maine, LLC and the City of Bangor, Airport Department. This agreement outlines a five (5)
year term, with two one year extensions, for the lease of hangar space in Building 123 (also
known as the Corporate Hangar facility). The current lease is due to expire on 31 July 2010 and
both Parties are interested in having LifeFlight remain as a tenant. The terms and conditions of
the lease remain unchanged with the exception of a rate increase. The new lease rate is
$2,750.00 per month, or $33,000.00 annual, which reflects a modest 3% increase over the
current lease rate. The current lease rate has remained unchanged since 2001.
As the Committee is well aware, LifeFlight of Maine has been a valuable tenant of Bangor
International Airport since 1999. Approving this lease agreement will strengthen our partnership
and enhance our relationship with this organization that helps provide a valuable emergency
service to our community, the region and the State.
This lease agreement has been reviewed and approved by City Legal. The Airport respectfully
submits this amendment for Airport Committee review and recommends approval.
of
INDENTURE OF LEASE
This Indenture of Lease, executed in duplicate, is made and entered into this day
, 2010, by and between:
CITY OF BANGOR, a municipal corporation organized and
existing under the laws of the State of Maine, and having its
principal offices at 73 Harlow Street, Bangor, Maine
(hereinafter "Lessor")
and
LifeFlight of Maine, LLC, a non-profit Maine Limited Liability Company, having
a place of business in Bangor, County of Penobscot, State of Maine
(hereinafter "Lessee").
WITNESSETH:
WHEREAS, the Lessor is the owner of land and an aviation hangar at Bangor
International Airport in the City of Bangor, County of Penobscot, and State of Maine; and
WHEREAS, LifeFlight of Maine desires to lease a hangar to house its emergency
aircraft;
NOW, THEREFORE, in consideration of the rents herein reserved and covenants
contained herein, the CITY OF BANGOR hereby leases to LifeFlight of Maine, LLC the
premises described below upon the following terms and conditions:
ARTICLE I - PREMISES
The Lessor, for and in consideration of the rents to be paid and the obligations to be
performed by Lessee as hereinafter provided, does hereby demise and lease unto Lessee, and the
Lessee does hereby take and hire, upon and subject to the terms and conditions hereinafter
expressed, the following described premises located off Texas Avenue, in the Bangor
International Airport in the City of Bangor, viz:
Bay 1 of Building 123 (also known as the Corporate Aviation Hangar), as shown
in Exhibits A and B, said Bay consisting of approximately 3,600 square feet. Exhibits A and B
are attached hereto and hereby incorporated by reference.
ARTICLE II - TERM OF LEASE
TO HAVE AND TO HOLD the demised premises unto the Lessee for the term of five (5) years,
commencing on 01 August, 2010 and terminating on 31 July 2015, unless sooner terminated in
accordance with Article XIX below. At the Lessee's option, and subject to the provisions of this
lease, the lease may be renewed for two (2) one year terms, provided, however that if Lessee is
in violation of any provision of this Lease at the time of said notice, Lessor may refuse to extend
the Lease. Lessee must notify, in writing, Lessor of its intent to exercise each extension of this
Lease thirty (30) days prior to the expiration of the Lease, or the expiration of an extension
thereof
During any extension period, the monthly rental rate will be determined as follows:
The monthly lease payment of the previous period plus,
The product of monthly lease payment of the previous period multiplied by the annual percentage
change in the Consumer Price Index, the All Items expenditure category.
The annual percentage change is calculated by subtracting the value of the index on beginning
month, from the value of the index on the ending month and dividing the remainder by the value
of the index on beginning month. The annual percentage change will be the percent resulting from
the above calculation but in no case greater than five (5%) percent.
The term "Consumer Price Index" is the "monthly unadjusted Consumer Price Index for All Urban
Consumers (CPI -U)" published by the United State 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 period shall be calculated as stated above by reference to the
annual percentage change in any substitute index published by the U.S. Dept. of Labor or other
reliable source which authoritatively represents the annual change in urban consumer prices in
the United States.
ARTICLE III - RENT
LESSEE shall pay rent to Lessor in the amount of Thirty-three thousand dollars
($33,000.00) per year, payable in twelve (12) installments of Two thousand seven hundred
and fifty dollars ($2,750.00) for the use and occupancy of the demised premises, to be paid on
the first day of each month, without prior demand therefor.
ARTICLE IV - UTILITIES
Lessee shall pay the cost of all utilities furnished and consumed on the demised premises,
including electricity, gas, heat, water and sewer user fees. Lessee accepts all utility fixtures as
they now exist. All new utility fixtures shall be installed and maintained by Lessee. Lessee is
responsible for all rubbish removal.
ARTICLE V - USE, OCCUPANCY AND ALTERATIONS TO PREMISES
A. Lessee shall have the right to use, occupy and maintain the demised premises in a
reasonably businesslike, careful, clean and reasonably safe manner for the
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purposes of parking an aircraft owned or operated by Lessee and the storage of
parts and materials for use in the operation of said aircraft.
B. Lessee is entitled to park the aircraft outside the hangar at no cost, providing no
other aircraft occupies the leased space. Lessor reserves the right to charge
parking fees for additional aircraft housed outside of the hangar when another
aircraft occupies the leased space.
C. Lessee may wash aircraft within the confines of the leased space provided no
pressurized `power washing' system is used and drainage takes place via the
installed floor drains. No liquids other than water or water with soap residue shall
be directed in to the floor drains. Lessee hereby agrees to reimburse the Bangor
International Airport for any fines levied against it as the result of Lessee's use of
the floor drains.
D. Maintenance activity shall be limited to minor repairs. Major repairs such as
airframe or engine overhaul, spray painting (other than minor "touch ups") is
prohibited.
E. Lessee may park up to four (4) vehicles in the "GA/Avitat Parking Lot", located
adjacent to Building 123, on an overnight basis. Extending parking (i.e., more
than five nights) must be reported to the Airport's GA/Avitat staff. Lessee hereby
acknowledges that Lessor is not responsible for any vehicle in the GA/Avitat
parking lot.
F. Lessee may obtain approval for ramp access for up to two vehicles from the
Airport Department. Such vehicles must display the issued decals at all times
when used within the Airport's secured area and may not be operated outside of
the immediate vicinity of Building 123. Said vehicles must also be operated or be
under the control of a person authorized by the Airport Department to operate
Airport access gates. Said vehicles' access shall be limited to Gate 11, also
known as gate 253. Notwithstanding any other insurance coverage required by
this Lease, the owners of said vehicles shall cause to be furnished to the Lessor, at
the time of application for ramp access, evidence in the form of certificates of
insurance of the existence in force of a minimum of $1,000,000 of liability
insurance coverage per vehicle. Said certificates shall name Lessor as an
additional insured and loss payee. Lessor shall be notified of any change or
discontinuances of coverage. Lessor agrees to promptly notify said owners of
vehicles in writing of the existence or filing of any claim, demand or action
arising out of an occurrence covered hereunder, of which Lessor has knowledge.
G. Welding equipment, pressurized air systems, painting equipment, flammable
liquids in containers larger than one (1) liter each or five (5) liters aggregate, any
equipment or appliances designed to operate with an open flame, and any other
items that pose any fire danger are prohibited from being stored in the leased area
without prior written approval by Airport management.
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H. Any and all electrical power or heating equipment used in the leased area must be
UL approved.
Lessor shall be responsible for the removal of snow from all areas within the
Airport's security fence and within five (5) feet of the leased area and for the
sanding of iced apron areas within five (5) feet in front of the leased area. Lessee
shall be responsible for the sanding of any walkways directly behind the area
leased as necessary during snow and ice events.
J. Lessee shall have the right to make alterations and improvements to the premises
as it may choose, subject to the prior written approval of the Airport Director,
which shall not be unreasonably withheld, and provided that such alterations,
additions and improvements do not weaken the structural integrity of the
buildings, nor decrease its functional quality or value, and further provided that
any such work shall be done entirely at the Lessee's own expense and will include
returning disrupted surfaces to a serviceable and attractive condition.
K. No signs shall be allowed on the demised premises without written approval from
the Airport Department and a Sign Permit from the Bangor Code Enforcement
Officer. Any sign must comply with the City's sign ordinance and any applicable
FAA regulations.
L. Lessee shall not use, occupy or maintain the demised premises in any manner so
as to violate any municipal, state or federal law, regulation or code, and in
particular, regulations of the Federal Aviation Administration relating to the
operation of Bangor International Airport as a public airport. Lessee shall make a
good faith effort to inform its employees and visitors of the rules and regulations
of Bangor International Airport.
M. Lessor, through its agents, shall have at all reasonable times the right, upon
reasonable notification to the Lessee, to go on and inspect the premises with an
authorized representative of the Lessee, and the right of access to utility systems
located on the premises, for inspection. For purposes of this paragraph,
"reasonable notification" shall include any actual notification to date of
inspection. "Reasonable times" shall mean any time during Lessee's regular
business hours, or during normal weekday business hours if Lessee shall cease
operations or shall maintain other than normal business hours. Lessor reserves
the right to effect emergency repairs to any utility systems located on the demised
premises at any time, without prior notice or with such notice as is reasonable
given the nature of the emergency concerned, and to have access for this purpose.
N. If the demised premises have been sub -divided, the partitioned space may be
designated for use as office space or crew rest areas.
ARTICLE VI - HAZARDOUS WASTE
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Lessee hereby covenants and agrees that it shall not, during the term of this Lease,
including any extension or renewal hereof, permanently place, cause to be placed, deposit or
discharge any hazardous waste upon the demised premises, or upon any other portion of Lessor's
Bangor International Airport, and further expressly agrees that it shall indemnify Lessor from
any and all costs, expense or liability, of whatever kind or nature, incurred by the Lessor in
detecting, evaluating, removing, treating, disposing of or otherwise responding to any hazardous
waste placed or deposited in violation of this Article.
Lessee hereby covenants and agrees that it shall not, during the term of this Lease,
including any extension or renewal hereof, violate any local, state or Federal regulation,
ordinance or statute pertaining to hazardous waste or hazardous material and further expressly
agrees that it shall indemnify Lessor from any and all costs, expense or liability, of whatever
kind or nature, incurred by the Lessor for any such violation.
Such costs shall be deemed to include, without limitation, Lessor's costs of defending
any suit filed by any person, entity, agency, or governmental authority; paying any fines imposed
in settling any damage claims; complying with any order by a court of competent jurisdiction
directing the Lessor to take remedial action with respect to such waste; and of all associated
attorney's fees and costs.
For the purposes of this Article, the term "hazardous waste" shall be deemed to include
every substance now or hereafter designated as a hazardous waste under any provision of State
or Federal law. Lessee's obligations under this Article shall be deemed to survive the expiration
or termination of this Lease.
ARTICLE VII - LIABILITY AND PROPERTY DAMAGE INSURANCE
The Lessee, during the entire term of this Agreement or any extension thereof, shall maintain, at
its sole expense, insurance of the following types and minimum amounts with companies
authorized to do business in the State of Maine, and for the protection of the City of Bangor, who
shall be named as an additional insured 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, employees
and agents and arising from Lessee's use of the premises or any part or portion thereof.
Comprehensive Public Liability
Bodily Injury
$10,000,000 each occurrence
Property Damage
$10,000,000 each occurrence
Worker's Compensation Insurance
$1,000,000 each occurence
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Lessor shall not be required to provide insurance coverage and shall have no
responsibility for any property owned by the Lessee or third parties which may be located on the
demised premises. Lessee shall cause to be furnished to the Lessor evidence in the form of
certificates of insurance of the existence and continuance in force of the insurance required
hereunder. Lessor shall be notified of any material changes or discontinuances of coverage.
The minimum insurance coverage required under this Article shall be adjusted whenever
the Maine State Legislature shall increase the Lessor's maximum liability for personal injury or
property damage claims brought under the Maine Tort Claims Act. Lessor shall so notify Lessee
in the event of such increase, which minimum insurance coverage required shall be no less than
the Lessor's maximum liability for such claims under the Maine Tort Claims Act.
ARTICLE VIII - INDEMNITY
During the term of this Lease and during any extensions or renewals hereof, including
any holdover tenancy following regular expiration or early termination hereof, Lessee shall
defend, indemnify, save and hold Lessor, and its inhabitants, officers, employees and agents
completely harmless from and against any and all liabilities, losses, suits, claims, costs,
expenses, judgments, fines or demands arising by reason of injury to or death of, or asserted by,
any person or persons, including Lessee's agents, clients, invitees or employees, or damage to
any property, including all reasonable costs for investigation and defense thereof (including but
not limited to attorneys' fees, court costs, and expert witness fees), of any nature whatsoever
arising out of or incident to this Lease and/or the use, occupancy, conduct, or management of the
demised premises or the acts or omissions of Lessee's officers, clients, agents, employees,
contractors, subcontractors, licensees, or invitees, unless 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 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 immunityit have under the Maine Workers'
Compensation Act in regard to such claims made or asserted against Lessor by Lessee's agents,
servants or employees. 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.
C.
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In exercising the rights granted under this Lease, Lessee shall at all times be regarded as
an independent entity conducting its own business and operations and shall not at any time act,
hold itself out, or purport to act as an agent, contractor, co-partner, joint venture or employee of
Lessor.
ARTICLE IX - RULES, REGULATIONS AND LAWS
A. The premises herein leased are located upon the property of the Lessor and
commonly known as Bangor International Airport. Therefore, the Lessee hereby agrees to obey
and observe, and to cause all personnel employed by the Lessee to obey and observe all
municipal ordinances, and State and Federal laws pertaining to the demised premises. In
addition, Lessee shall obey and observe all reasonable orders, rules and regulations of the Airport
Director not inconsistent with this Lease or with the aforesaid rules and regulations which are
uniform, and apply to all Lessees, invitees and users of the Airport and their employees.
B. Lessee will not use or permit to suffer the use of the leased property in such a
manner as to create electrical interference with radio communications between any installation
upon the Airport and aircraft, or as to make it difficult for flyers to distinguish between Airport
lights and others, or as to impair visibility in the vicinity of the Airport, or as otherwise to
endanger the landing, taking off or maneuvering of aircraft. Further, Lessor retains a right for
the passage of aircraft ("aircraft" being defined as any contrivance now known or hereafter
invented, used or designed for navigation of or flight in the air) by whomsoever owned and
operated, in the airspace above the property above 342.4' MSL, to an infinite height together
with the vibrations, fumes, dust, fuel particles and all other effects that may be caused by the
operation of aircraft landing at, or takeoff from, or operating at or on the Airport and Lessee does
hereby fully waive, remise and release any right or cause of action which they may now have or
which they may have in the future against Lessor due to such noise, vibrations, fumes, dust, fuel
particles, and all other effects that may be caused by the operation of aircraft landing at or
takeoff from or operating at or on the Airport.
ARTICLE X - NOISE CLAIMS
The Lessee specifically agrees to make no claims in any form for damages or
reimbursements to the Lessor or to the United States Government for any reason or cause
resulting from noise generated from airport uses.
ARTICLE XI - TAXES
The Lessee agrees to pay, when due, any and all taxes and/or assessments, fees or charges
of any kind whatsoever, as may be imposed during the term hereof, or any extension of the term
of this Lease, by any governmental authority upon the demised premises, including Lessee's
leasehold interest therein, any structures, or improvements thereon, or any personal property
located therein. It is expressly agreed that such taxes and assessments shall include all amounts
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levied as real estate taxes upon the demised premises by the Lessor acting in its governmental
privileges of exemption from taxation on the demised premises, or structures, or improvements
thereon, or on any personal property located therein arising due to public ownership of the
demised premises by the City of Bangor, or otherwise provided, however, nothing herein shall in
any way prohibit the Lessee from exercising its rights under the law to contest the amounts of
such taxes, assessments, charges or fees. Lessee also waives all rights under 36 M.R.S.A. § 556
to retain taxes paid by it out of rentals established under this Lease.
ARTICLE XII - NONDISCRIMINATION
Lessee for itself, its personal representatives, successors in interest and assigns, and as
part of the considerations hereof, does hereby covenant and agree that (1) no person or group of
persons shall be excluded from the demised premises or from employment on the grounds of
race, religion, color, gender, age, familial status, national origin, or physical or mental disability,
or in any other manner prohibited by law, from participation in, denied the benefits of, or be
otherwise subjected to discrimination in the use or occupancy of said demised premises; and (2)
in the construction by Lessee of all improvements, buildings, structures, on, over or under such
demised premises and the furnishing of services thereon, no person or group of persons shall be
excluded on the grounds of race, religion, color, gender, age, familial status, national origin, or
physical or mental disability from participation in, denied the benefits of, or be otherwise
subjected to unlawful discrimination. Lessee shall take all steps necessary to provide reasonable
accommodation for disabled individuals to access, use and enjoy the benefits of Lessee's
operations as required by relevant provisions of Federal, State and local laws, regulations or
ordinances; provided, however, that Lessor shall make necessary improvements to one unit per
building on the demised premises necessary to provide disabled accessibility prior to use and
occupancy by Lessee. In the event of breach of any of the above nondiscrimination covenants,
the Lessor shall have the right, after failure of Lessee to rectify such breach within thirty (30)
days after receipt of notice from Lessor, to terminate this Lease. Provided, however, that Lessor
shall not have the right to terminate the Lease under this Article with respect to any complaint of
discrimination which is pending final resolution or adjudication before any agency or court of the
State of Maine or the United States.
ARTICLE XIII - COVENANT OF QUIET ENJOYMENT
The Lessee, subject to the terms and provisions of this Lease and on payment of the rent,
and observing, keeping and performing all the terms and provisions of the Lease on its part to be
observed, kept and performed, shall lawfully, peaceably and quietly have, hold, occupy and
enjoy the demised premises during the term hereof without hindrance or rejection by the Lessor
or any other persons.
ARTICLE XIV - LIENS
The Lessor and the Lessee agree that each will promptly discharge (either by payment or
by filing of the necessary bond or otherwise) any mechanics', materialmen's or other liens
against the demised premises, any buildings, structures or improvements thereon, which liens
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may arise out of any payment due for labor, services, materials, supplies or equipment which
may have been furnished to or for the Lessor or the Lessee, respectively.
ARTICLE XV - MAINTENANCE AND REPAIRS
A. Lessee shall, at its sole expense and cost, throughout the term hereof or any
extension, keep and maintain the demised premises including building fixtures, equipment,
doors, windows, passageways and interior paint surfaces in good order and repair, and in
tenantable condition, damage by accidental fire and casualty and reasonable wear and tear, as
provided for in this Agreement, excepted.
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 disrepair; nor shall
any exception or special provision of this Agreement be construed to mean that Lessor would be
required to carry out maintenance and repairs to the premises. Lessee shall, at its sole expense,
be responsible for maintenance and repairs to the premises.
ARTICLE XVI - REMOVAL OF PROPERTY
A. Ownership of permanent improvements to the demised premises, which may from
time to time be made by Lessee that are affixed to the property and are an integral part of the
operating systems of the structures as opposed to removable personal property, shall
automatically vest in the Lessor as a consideration of the lease and rental schedule.
B. Any removable personal property that may be financed, erected or installed by
Lessee from time to time during the term of this Lease shall remain the property of the Lessee,
and, upon termination or expiration of this Lease, Lessee shall have the right to remove the same
from the demised premises within thirty (30) days of said termination. Any such property not so
removed within thirty (30) days from the date of termination shall become the property of the
Lessor to be disposed of in such way as it may deem fit. In the event Lessee elects to remove
said improvements and other personal property, the buildings and land appurtenant thereto shall
be returned to as near as possible their conditions as at the commencement of this Lease, damage
by accidental fire and casualty and reasonable wear and tear excepted.
C. In the event Lessee shall fail to remove any non -permanent improvements or
other personal property within thirty (30) days from the date of termination or final expiration of
this Lease, Lessor shall be entitled to recover from the Lessee, Lessor's reasonable costs incurred
in removing or disposing of such non -permanent improvements or personal property. In such
event, there shall be deducted from Lessor's costs the fair value to the Lessor actually realized
from sale, use or other disposition of the particular improvements or personal property
concerned.
ARTICLE XVII - SURRENDER OF POSSESSION
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Subject to the provisions contained in Article, the Lessee shall, upon the termination of
this Lease, surrender the quiet and peaceable possession of the demised premises.
ARTICLE XVIII - UNITED STATES RIGHTS
It is understood and agreed that title to the demised premises is in the City of Bangor,
provided, however, that the demised premises are a part of Bangor International Airport and this
Lease is specifically made subject to any rights the United States of America or any agency
thereof may have under any regulation, law, deed or other existing agreement in or to the leased
premises and may exercise in regard to said premises and should the United States of America or
any agency thereof exercise any such right or rights in or to said premises, the exercise of such
rights shall not be considered to result in a breach by the Lessor of any covenant or agreement
hereunder. In the event that the United States of America or any agency thereof exercise any
such right or rights in or to said premises, and the exercise of such right or rights makes
impractical in the Lessee's sole discretion Lessee's intended use of said premises, then Lessee
shall have the right, at its option, to terminate this Agreement without further obligation to the
Lessor except for such obligations as shall have been incurred and accrued prior to the exercise
of said option.
ARTICLE XIX - TERMINATION
It is covenanted and agreed that:
A. By Lessor:
(1) If the Lessee shall neglect or fail to pay the rent or other charges payable
hereunder and such default shall continue for a period of ten (10) days after
written notice thereof by Lessor; or
(2) If Lessee shall neglect or fail to perform or observe any of the other
covenants, terms, provisions or conditions on its part to be performed, or
observed, and such neglect or failure shall continue for a period of thirty (30)
days after written notice thereof by Lessor, or if such covenants, terms,
provisions or conditions cannot be performed or observed within said
thirty (30) day period, if Lessee fails to diligently prosecute the curing of
such neglect of failure; or
(3) If the estate hereby created shall be taken on execution or by
other process of law; or
(4) If any assignment shall be made of the property of the Lessee for
the benefit of creditors; or
(5) If a receiver, guardian, conservator, or trustee in bankruptcy or
other similar officer shall be appointed to take charge of all or any
substantial part of the Lessee's property by a Court of competent
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jurisdiction;
then the Lessor lawfully may, immediately or at any time thereafter, and without demand or
notice, enter into and upon the said premises or any part thereof, in the name of the whole and
repossess the same as of the Lessor's former estate, and expel the Lessee and those claiming
through or under it and remove its or their effects (forcibly, if necessary) without prejudice to
any remedies which might otherwise be used for arrears of rent or preceding breach of covenant,
and upon entry as aforesaid, this Lease shall terminate, and the Lessee covenants and agrees to
pay and shall be liable for the days originally fixed herein for the payment thereof, amounts
equal the several installments of rents and other charges reserved as they would, under the terms
of this Lease, become due if this Lease had not been terminated, or if the Lessor had not entered
or reentered as aforesaid. Notwithstanding the foregoing, Lessee's liability shall not exceed the
difference, if any, between the rental which would have been due for such month had there been
no such termination, and the amount being received by Lessor as rent from occupants of said
premises. In order to mitigate Lessee's damages hereunder, Lessor agrees to make every
reasonable effort to secure subsequent Lessees, at a rental equal to the prevailing local rate for
the demised premises.
Upon any termination under this Article, the Lessee shall vacate the premises in
accordance with the terms and conditions hereof and with all due speed; and within thirty (30)
days after such termination, the Lessee shall pay to the Lessor all sums due from the Lessee to
the Lessor hereunder prior to termination.
B. By Lessee:
This Lease shall be subject to termination by the Lessee in the event of the following:
(1) If the Lessor shall default in the performance of any of the conditions
and covenants of this Lease to be kept and observed by it and such
default shall not be remedied within a period of thirty (30) days after
written notification by the Lessee to the Lessor of the existence of such
default.
ARTICLE XX - ATTORNEYS' FEES
The Lessee shall pay to the Lessor a reasonable attorneys' fee in the event the Lessor
employs an attorney to collect any rents due hereunder and secures a judgment in connection
with the collection of said rent, or legal process is levied upon the interest of the Lessee in this
Lease or in said premises, or in the event Lessee violates any of the terms, conditions or
covenants on the part of the Lessee herein contained, provided that Lessee fails to promptly
correct the violation of any term, condition or covenant after receipt of notice that it is in
violation thereof.
In the event Lessor employs its City Solicitor or an Assistant City Solicitor to collect
rents or otherwise protect Lessor's interests under this Lease, "reasonable attorneys' fees" under
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10 ''7�.
this Article shall mean the reasonable cost of services provided by Lessor's Solicitor or Assistant
Solicitor, at the rate charged for similar services by private attorneys in the Bangor area.
ARTICLE XXI - ASSIGNMENT, SALE AND SUBLETTING
The Lessor shall not at any time assign, sell, convey or transfer this Lease or any interest
therein, or sublease or sublet or rent the premises, or any part thereof, without the prior written
consent of the Lessor. All provisions of this Lease shall extend to, bind and inure to the benefit
of not only the Lessor and Lessee but also their successors and assigns. In no event shall the
Lessee named herein be relieved from any obligations under this Lease by virtue of any
assignment or subletting.
Lessee shall have the right to assign this Lease to any entities with which it may have
become merged, consolidated, or otherwise associated, or to any corporation or holding company
having the controlling interest in the Lessee, or to any corporation which may be a subsidiary of
the Lessee. In no event, however, shall the Lessee named herein be relieved from any
obligations under this Lease by virtue of any such assignment or subletting.
ARTICLE XXII - WAIVER
Failure on the part of the Lessor or Lessee 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 by the Lessor or Lessee of any of either party's rights hereunder. Further, it is
covenanted and agreed that no waiver at any time of any of the provisions hereof by Lessor or
Lessee, shall be construed as a waiver of any other provisions hereunder, and that a waiver at any
time of any of the provisions hereof shall not be construed at any subsequent time as a waiver of
the same provisions. The approval of Lessor or Lessee or of any action by either party requiring
their consent or approval shall not be deemed to waive or render unnecessary the Lessor's or
Lessee's consent or approval of any subsequent similar act by the Lessee or Lessor.
ARTICLE XXIII - NOTICES
Notices to the Lessor provided for in this Lease shall be sufficient if sent by registered or
certified mail, return receipt requested, postage prepaid, to:
Bangor International Airport
Attn: Airport Director
287 Godfrey Boulevard
Bangor, Maine 04401
and notices to Lessee are to be sent by registered or certified mail, return receipt requested,
postage prepaid, addressed to:
LifeFlight of Maine, LLC
P.O. Box 811
Bangor, Maine 04401
12
LIJ . 71.
or to such other respective addresses as the parties may designate to each other in writing from
time to time.
ARTICLE XXIV - INVALIDITY OF PARTICULAR PROVISIONS
If any term or provisions of this Lease or the application thereof to any person or
circumstances is hereafter determined by a court of competent jurisdiction to be to any extent,
invalid or unenforceable, the remainder of this Lease or the application of such terms and
provisions to persons or circumstances other than those to which it is held invalid or
unenforceable shall not be affected hereby and such term and provision of this Lease shall be
valid and be enforceable to the fullest extent permitted by law.
ARTICLE XXV - CONSTRUCTION
The headings appearing in this Lease are intended for convenience and reference only
and not to be considered in construing this Lease.
ARTICLE XXVI - NO PARTNERSHIP OR JOINT VENTURE CREATED
Nothing contained herein shall be deemed or construed by the parties hereto, nor by any
third party, as creating the relationship of principal and agent or of partnership or of joint venture
between the parties, it being understood and agreed that neither the method of computation of
rent nor any other provision contained herein nor any acts of the parties shall be deemed to create
any relationship between the parties hereto other than the relationship of landlord and tenant.
ARTICLE XXVII - GOVERNING LAW
This Lease shall be governed exclusively by the provisions hereof and by the laws of the
State of Maine, as the same may from time to time exist.
ARTICLE XXVIII - AMENDMENT TO LEASE
This Lease contains all the terms and conditions between the parties hereto and no
alteration, amendment or addition hereto shall be valid unless in writing and signed by both
parties hereto.
ARTICLE XXIX - AUTHORITY TO ENTER INTO AGREEMENT
The Lessor hereby represents and warrants that it has taken all necessary procedural and
legal steps as requited by federal, state and local laws and regulations for the purpose of
authorizing the execution of this Lease and that execution of this Lease by the City Manager
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renders this Lease a valid and binding document on the part of the Lessor and the same is fully
enforceable in all of its terms and conditions by the Lessee.
Lessee hereby represents and warrants that it has taken all necessary procedural and legal
steps as required under all state, local and federal laws and regulations, and all necessary
corporate action, to authorize the execution of this Lease by its undersigned corporate officers
and that upon such execution this Lease is a valid and binding document on the part of the
Lessee and is fully enforceable in all of its terms and conditions by Lessor.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year first written above.
Witness
Witness
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CITY OF BANGOR
By:
Its:
LifeFlight of Maine, LLC
By:
Its:
71
STATE OF MAINE
PENOBSCOT, ss.
20
irk ' 71
Then personally appeared the above-named Robert Farrar, in his capacity as City
Manager, and acknowledged the foregoing instrument to be his free act and deed in his said
capacity, and the free act and deed of said body corporate.
STATE OF
Before me,
,ss.
Notary Public/Attorney-at-Law
Printed Name:
Then personally appeared the above-named
,20_
in his/her
capacity as , and acknowledged the foregoing
instrument to be his/her free act and deed in his/her said capacity, and the free act and deed of
said corporation.
Before me,
Notary Public/Attorney-at-Law
Printed Name"
15