HomeMy WebLinkAbout2010-06-28 10-234 ORDERCOUNCIL ACTION
Item No. 1 1 34
Date: June 28, 2010
Item/Subject: ORDER, Approving a Lease with the Bangor Nursing and Rehabilitation Center
for Health and Community Services at 103 Texas Avenue
Responsible Department: Health and Community Services
Commentary:
The Health and Community Services Department is housed in the Bangor Nursing and
Rehabilitation Center (BNRC) at 103 Texas Avenue. Under the lease agreement due to expire on
June 30, 2010, the rental rate is $10 per square foot per year. The lease slated to go into effect
on July 1 will maintain this rate. At present, the Health and Community Services Department
leases 13,109 square feet of the BNRC building.
The Government Operations Committee recommends approval.
Manager's Comments:
Associated Information: cll- /1q73z--
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Budget Approval:
Legal Approval:
Introduced for
x Passage
First Reading
Referral
Department Head
City Manager
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ity Solicitor
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Fes. Assigned to Councilor — Blanchette June 28, 2010
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CITY OF BANGOR
(TITLE.) ORDER, Approving a Lease with the Bangor Nursing and Rehabilitation Center for
Health and Community Services at 103 Texas Avenue
By the City Council of the City of Bangor.
ORDERED,
THAT the Interim City Manager is directed to sign a lease with the Bangor Nursing and
Rehabilitation Center for space occupied by the City's Health and Community Services
Department at 103 Texas Avenue in a form approved by the City Solicitor or Assistant City
Solicitor.
IN CITY COUNCIL
June 28, 2010
Passed
CITY CIARK
# 10-234
nRnER
(TITLE,) Approving a Lease with the
Bangor Nursing and Rehabilitation Center
for Health and Community Services at 103
T1 -Ras Avenue
Assigned to Councilor j�kl
LEASE AGREEMENT
This indenture of Lease made and executed in duplicate this day of , 2010,
by and between:
Bangor Nursing and Rehabilitation Center, having a place of business at 103
Texas Avenue, Bangor, County of Penobscot, State of Maine (hereinafter
sometimes referred to as "Lessor")
and
City of Bangor, a municipal corporation duly organized and existing under and by virtue
of the laws of the State of Maine, and having its principal offices at 73 Harlow Street,
Bangor, County of Penobscot, State of Mame (hereinafter sometimes referred to as
"Lessee").
WITNESSETH:
WHEREAS, the Bangor Nursing and Rehabilitation Center is the owner of a certain parcel or lot
of land and building thereon at 103 Texas Avenue, Bangor, Maine; and
WHEREAS, the Lessee wishes to lease space in said building for the purpose of operation of the
Lessee's Department of Health and Welfare,
NOW, THEREFORE, the parties do mutually agree as follows:
ARTICLE I — PREMISES
The Lessor, for and in consideration of the rents to be paid and the obligations to be performed
by the Lessee as hereinafter provided, does hereby demise and lease unto Lessee, and the Lessee
does hereby take and lease, upon and subject to the terms and conditions hereinafter expressed, a
portion of the building at 103 Texas Avenue as more particularly described in Exhibit A attached
hereto.
ARTICLE II— TERMS
'TO HAVE AND TO HOLD the demised premises (as described hereinabove) unto the Lessee
for a term of three (3) years beginning on July 1, 2010, and terminating on July 1, 2013. Lessee
shall have the option to renew this lease for an additional term of three (3) years under the same
terms and conditions contained herein.
ARTICLE III COMPUTATION OF RENT
During the initial term of this lease, Lessee covenants to pay to the Lessor as rental for the
premises leased hereunder $10.00 per square foot per year for the premises occupied.
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ARTICLE IV - USE, OCCUPANCY, AND ALTERATIONS TO PREMISES
Lessee shall have the right to use, occupy and maintain the premises herein leased in a
reasonably business -like, careful, clean and reasonably safe manner for the purposes of operating
activities and programs related to its Department of Health and Welfare. All alterations to
premises occupied by Lessee shall be submitted in writing and reviewed for approval by the
Lessor. Lessor shall timely respond to Lessee's request and its consent shall not be unreasonably
be withheld.
It is further agreed that the Lessee shall be financially and operationally responsible (directly or
indirectly) for all upkeep including custodial, maintenance, and repairs for all areas occupied or
used by the Lessee with the exception to the following items expressly listed. (Roof repairs or
replacement, heating system, electrical system and maintaining the existing utility feeds to the
Lessee's portion of the building). Lessor retains the right to make building improvements at any
time and as necessary, but shall not do so in a manner so as to interfere with Lessee's use and
occupancy of the premises.
ARTICLE Vl- HAZARDOUS WASTE
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, and further expressly agrees that it shall indemnify
Lessor from any and all cost, expense or liability, or whatever kind of nature, incurred by the
Lessor in detecting, evaluating, removing, treating, disposing of or otherwise responding to any
hazardous waste placed or deposited by Lessee 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 for any such violation by Lessee. Such costs shall be deemed to include,
without limitation, Lessor's cost of defending any suit filed by any person, entity, agency, or
governmental authority, paying any fines imposed in connection with such suit; paying any
judgments or otherwise settling any damage claims; complying with any order by a court of
competent jurisdiction directing the Lessor to take remedial action with respect to such waste;
and of all associated attorney's fees and costs.
For the purpose of this Article, the 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 of
termination of this Lease, but shall be limited to acts or occurrences by Lessee, its agents,
employees and assigns, during the term, or any extension or renewal thereof, 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 with companies authorized to do business in
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the State of Maine for the protection of the Bangor Nursing and Rehabilitation Center, 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, offices, employees and
agents and arising from Lessee's use of the premises or any part or portion thereof
Comprehensive Public Liability
Bodily Injury
$1,000,000.00 each occurrence
Comprehensive Property Damage
$1,000,000.00 each occurrence
Workers' Compensation Insurance
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 leased 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 changes for discontinuance of coverage.
ARTICLE VIII- DAMAGE BY FIRE OR OTHER CASUALTY
Lessee agrees that in the event of destruction or damage of the demised premises leased by
Lessee, or to any part thereof, and as often as the improvements shall be damaged, by fire or
other casualty, Lessor shall have the right but not the obligation to rebuild and repair the
improvements for occupancy. If Lessor elects not to rebuild and repair, it shall so notify Lessee
within thirty (30) days or more expeditiously if possible of its decision. Lessee shall then have
the option to terminate this lease and the right after notice to Lessor. In the event Lessor decides
to rebuild and repair said damages all improvements shall be restored to their state and condition
prior to said fire or other casualty.
ARTICLE IX - NONDISCRIMINATION
Lessee for itself, its personal representatives, successors in interest and assigns, and as part of the
consideration hereof, does hereby covenant and agree as a covenant running with the land that
(1) no person or group of persons shall be excluded on the grounds of race, color, or national
origin from participation in, denied the benefits of, or be otherwise subjected to discrimination in
the use or occupancy of said demised premises; (2) in the construction of all improvements,
buildings, structures, on, over or under such land and the furnishing of services thereon, no
person or group of persons shall be excluded on the grounds of race, color, or national origin
from participation in, denied the benefits of, or be otherwise subjected to unlawful
discrimination; and (3) Lessee shall use the premises in compliance with all other requirements
as may be imposed by or pursuant to Title 49, Code of Federal Regulations, Department of
Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally
Assisted Programs of the Department of Transportation Effectuation of Title VI of the Civil
Rights Act of 1964, and as said regulations may be amended. In the event of breach of any of the
1 0 "1 14Y
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 of this
agreement. Provided, however, that Lessor shall not have the right to initiate termination of 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 X - COVENANTS OF QUIET ENJOYMENT
The Lessee, subject to the terms and provisions of this Lease on payment of 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 enioy the demised
premises during the term hereof without hindrance or rejection by the Lessor or any other
persons.
ARTICLE X1— LIENS
The Lessee agrees not to allow any lien to be placed against the demised premises, and buildings,
structures or improvements thereof. The Lessor and the Lessee further agree that if any liens are
placed, each will promptly discharge (either by payment or filing of the necessary bond or
otherwise) any mechanics', material men's or other liens against the demised premises, and
buildings, structures or improvements thereon, which liens may arise out of any payment due for
labor, services, material, supplies or equipment which may have been furnished to or for the
Lessor or the Lessee, respectively.
ARTICLE XII - TITLE TO IMPROVEMENTS
Title to the fixed improvements constricted on the demised premises during the teen of this
Lease, or any extension thereof, shall be in the name of the Lessor, and during such term or
extension thereof, the Lessee shall have the right, as its sole expense, to remove any and all
personal property erected or located on the demised premises, provided that in the event of the
removal of improvements, the premises shall be restored to its current condition.
ARTICLE XIII - REMOVAL OF PROPERTY
Upon the termination or final expiration of this Lease, the non -fixed improvements and other
personal property erected or located upon the demised premises by the Lessee shall remain the
property of the Lessee, and the Lessee shall have the right to remove the same from the demised
premises within sixty (60) days from the date of termination or final expiration of this Lease.
Any such property not so removed within said sixty (60) days shall become the property of the
Lessor to dispose of in such a way as the Lessor may deem fit. In the event the Lessee elects to
remove said improvements and other personal property, the buildings and land appurtenant
thereto shall be returned to as near as possible its condition as at the commencement of the
Lease, ordinary wear and tear expected.
In the event the Lessee shall fail to remove any moveable personal property within sixty (60)
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
personal property. In such event, there shall be deducted from Lessor's costs of the fair value to
the Lessor actually realized from sale, use or other disposition of the personal property
concerned.
ARTICLE XIV - SURRENDER OF POSSESSION
Subject to the provisions contained in Article XII1, the Lessee shall, upon termination of this
Lease, surrender the quiet and peaceable possession the demised premises.
ARTICLE XV -TERMINATION
It is covenanted and agreed that:
(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 thirty (30) 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 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 or failure; or
(3) If title to the demised premises revert to or is conveyed to the City of Bangor, the
Lessee's obligation to pay rent to the Lessor shall cease.
The, and in any of the said cases outlined above, the Lessee may be considered in default
hereunder and Lessor may terminate this Lease Agreement.
It is further covenanted and agreed that:
(I) If Lessor 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 Lessee, or such
covenants, terms provisions or conditions cannot be performed or observed within said thirty
(30) day period, if Lessor fails to diligently prosecute the curing of such neglect or failure, then
the Lessor may be considered in default hereunder and Lessee may terminate this Lease
Agreement.
ARTICLE XVI- ASSIGNMENT, SALE AND SUBLETTING
The Lessee 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 which consent shall not be unreasonably withheld, delayed, or conditioned. In the
event of an approved sublease all provisions shall extend to, bind and inure to the benefit of not
only the Lessor and Lessee but also their successors and assigns.
Lessee shall have the right to assign this Lease to any corporation with which it may have
become merged, consolidated or otherwise associated, or any corporation, which may be a
subsidiary of the Lessee. In no event, however, shall the Lessee named herein be relieved from
any obligation under this Lease by virtue of any assignment or subletting.
ARTICLE XVII- AUTHORITY TO ENTER INTO AGREEMENT
The Lessor hereby represents and warrants that it has taken all necessary procedural and legal
steps as required by federal, state and local laws and regulations, and all necessary corporate
action for the purpose of authorizing the execution of this agreement and that execution of this
agreement by on of its undersigned corporate officers renders this agreement 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 federal, state and local laws and regulations, and all necessary corporate
action to authorize the execution of this agreement by the City Manager and that upon such
execution this agreement is valid on the part of the City of Bangor and is fully enforceable in all
of its terms and conditions.
ARTICLE XVIII- WAIVER
Failure on the part of the Lessor to complain of any action or non -action on the part of the Lessee
no matter how long the same may continue, shall never be deemed to be a waiver by the Lessor
of any of Lessor's rights hereunder. Further, it is covenanted and agreed that no waiver at any
time of any of the provisions hereof by Lessor, 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
constructed at any subsequent time as a waiver of the same provisions. The approval of Lessor or
any action by the Lessee requiring the Lessor's consent or approval shall not be deemed to waive
or render unnecessary the Lessor's consent or approval of any subsequent similar act by the
Lessee.
ARTICLE XIX - NOTICES
Notices to the Lessee provide for in this Lease shall be sufficient if sent by registered or certified
mail, return receipt requested, postage prepaid to: City Manager, City of Bangor, City Hall, 73
Harlow Street, Bangor, Maine 04401; and notices to Lessor are to be sent by registered or
certified mail, retuni receipt requested, postage prepaid, addressed to: Administrator, Bangor
Nursing and Rehabilitation Center, 103 Texas Avenue, Bangor, Maine 04401, or to such other
respective addresses as the parties may designate to each other in writing from time to time.
ARTICLE XX - INVALIDITY OF PARTICULAR PROVISIONS
If any term or provisions of this Lease or the application thereof to any person or circumstances
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is hereafter determined 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 XXI - CONSTRUCTION
The headings appearing in this Lease are intended for convenience and reference only, and are
not to be considered in construing this Lease.
ARTICLE XXII - NO PARTNERSHIP OR JOINT VENTURE CREATED
Nothing contained herein shall be deemed or constructed as creating the relationship of principal
and agent or of partnership or of joint venture between the parties hereto, it being understood and
agreed that neither the method of computation of rent nor any other provision contained herein or
any acts of the parties hereto shall be deemed to create any relationship between the parties other
than the relationship of landlord and tenant.
ARTICLE XXIII - 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 XXIV - MEMORANDUM OF LEASE
Upon execution of this Lease, the parties may, upon request of either, prepare and execute a
Memorandum of Lease in a form suitable for recording at the Penobscot Maine Registry of
Deeds, as evidence of Lessee's interest in the premises demised herein.
ARTICLE XXV - 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.
IN WITNESS WHEREOF, the parties hereto have set their hand and seals the day and year
written above.
Witness
CITY OF BANGOR
Title:
BANGOR NURSING AND
REHABILITATION CENTER
By: 1
C'W -ness Kennet ahn
Title: /v e r 4.,df
President, Board of Directors