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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 2 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. 3 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 2 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 5 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. P ""71 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 7 to I 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 L '� " r. 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 X L ` °l 1. 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 10 1 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 11 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 13 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 14 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