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HomeMy WebLinkAbout2012-01-09 12-054 ORDERCOUNCIL ACTION Item No. 12 054 Date: January 9, 2012 Item/Subject: ORDER, Authorizing the City Manager to Execute a Lease with Community Health and Counseling Services for Four Park Woods Units Responsible Department: Health and Community Services Commentary: This Order will authorize the City Manager to execute a one-year lease with Community Health and Counseling Services (CHCS) for four units at Park Woods. The proposed lease rate is $550, which is the same as last year. CHCS has used these transitional units to provide assistance to the homeless that they are serving through their various programs. This item was reviewed and recommended for approval at the January 3, 2012 Finance Committee meeting. Department Head Manager's Comments: Ca fl X7'1 ( M.� City Manager Associated Information: Order, Lease Budget Approval: Finance Director Legal Approval: City Solicitor Introduced for CONSENT X Passage First Reading Referral 12 054 Assigned to Councilor- Blanchette January 9, 2012 CITY OF BANGOR (TITLE.) Order, Authorizing the City Manager to Execute a Lease with Community Health and Counseling Services for Four Park Woods Units By the City Council of ffie Co of Bangor. ORDERED, THAT the City Manager of the City of Bangor is hereby authorized to execute a lease with Community Health and Counseling Services (CHCS) allowing CHCS to use four Park Woods units for purposes relating to serving the homeless. Said lease shall have provisions substantially as follows: 1) rent of $550 per month for each of four units; 2) a beginning date on or about January 1, 2012; and 4) an end date on or about December 31, 2012. The lease shall be in final form as approved by the City Solicitor or Assistant City Solicitor. IN CITY COUNCIL Janaury 9, 2012 Passed INTERIM ITY ERR # 12-054 ORDER (TITLE,) Authorizing the City Manager to Execute a Lease with Conmunity Health and Counseling Services for Four Park Woods Units Assigned to Councilor 1 )C -Q Qd j� �� a eln- c_/ v 12 054 LEASE AGREEMENT (Park Woods) THIS LEASE AGREEMENT (hereinafter sometimes referred to as "Lease"), executed in duplicate this day of . 20___, by and between: The 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 sometimes referred to as the "City"), And COMMUNITY HEALTH & COUNSELING SERVICES, a nonprofit corporation organized and existing under the laws of the State of Maine and having a place of business in Bangor, County of Penobscot, State of Maine (hereinafter sometimes referred to as "Lessee") WITNESSETH: WHEREAS, the City is the owner of land and buildings known as "Park Woods" located at the northerly corner of the intersection of Union Street and Griffin Road in the City of Bangor, County of Penobscot, State of Maine; and WHEREAS, the City acquired this property from the United States pursuant to provisions of Title V of the Stuart B. McKinney Homeless Assistance Act; and WHEREAS, as a condition of such acquisition the City is obligated to utilize such property in a manner that provides direct assistance and shelter to persons who temporarily find themselves without adequate housing; and WHEREAS, the City believes that the provision of such assistance can be accomplished, in part, by cooperation between various providers of services to the targeted population; and WHEREAS, Lessee is an organization with the expertise and resources available to provide such assistance to the targeted population; and WHEREAS, Lessee is desirous of leasing a specific number of units in Park Woods for the purpose of providing such assistance; and WHEREAS, the City has determined that such a use is compatible with the location and beneficial to the interests of the City and its inhabitants, and the City is willing to lease said property to Lessee under the terms and conditions stated herein; 12 054 NOW, THEREFORE, the parties do mutually agree as follows: ARTICLE I - PREMISES The City, 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 the Lessee, and the Lessee does hereby take and hire, upon and subject to the terms and conditions hereinafter expressed, the following described premises located in Park Woods at the corner of Union Street and Griffin Road in Bangor (hereinafter the "demised premises"), viz: The building(s) and associated garage(s) and paved parking area(s) depicted as Building Number 1361 on a plan of Park Woods attached and incorporated herein by reference as Exhibit A. Said demised premises contain a total of 4 units being leased by Lessee. The grounds in the immediate vicinity of said Buildings are to be used and held in common with other Lessees and their clients, employees or agents, as well as with City's clients, employees or agents. ARTICLE II - TERM Unless sooner terminated in accordance with Article XV below, Lessee shall have and hold the within demised premises for a term commencing on January 1, 2012 and terminating on December 31, 2012. ARTICLE III - RENT Lessee shall pay rent to the City for the use and occupancy of the demised premises the amount per unit as set forth in the following table: MONTHLY RENT PER UNIT $ 550.00 Lessee shall pay all rents herein required by the first (1st) day of each month, without prior demand therefor, in lawful money of the United States, by sending said rents to Park Woods, c/o R&K Construction & Property Management, P.O. Box 1262, Bangor, Maine 04402- 1262. Late payments shall be subject to an additional interest charge of one and one-half percent (1.5%) per month. Payments are considered late if they are received by the City after the fifteenth (15th) day of the month when due. Notwithstanding the above, the payment for the month of January 2012 shall be due on January 15, 2012 and be considered late if received by the City after January 30, 2012. ARTICLE IV - RENEWAL OF LEASE 12 054 This Lease shall be renewed only with the written consent of both parties, upon such terms and conditions as are set forth therein. 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 purposes of providing direct assistance and shelter to persons who temporarily find themselves without adequate housing, including professional and therapeutic services related thereto, and for no other purposes whatsoever without the prior expressed written consent of the City. Nothing herein shall prevent the City from offering similar, identical or different services to such persons within Park Woods. B. 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. C. The City shall maintain all common areas of Park Woods, said maintenance to include lawn mowing and landscaping. Lessee shall be allowed, upon prior written approval from the City, which approval shall not be unreasonably withheld, and at its expense, to erect and maintain fences, which may or may not attach to the buildings, as well as to develop gardens or other landscaped plantings; provided, however, that Lessee will be responsible for landscaping, mowing and maintaining the grounds' appearance within any fenced area, whether or not fully enclosed, as well as maintaining any approved gardens or other landscaped plantings. The City shall be responsible for driveway and parking area snow removal, while Lessee will be responsible for snow removal from walkways serving garages or buildings, access to fuel oil fill pipes, and steps/porches. D. The City shall be responsible for all exterior building maintenance, including, but not limited to, roof, painting, driveways, siding, chimneys, etc. Lessee will be responsible for minor interior maintenance such as painting and cleaning. The City will paint the interior of each unit once every five (5) years. The City will be responsible for the maintenance, repair and replacement of major components, fixtures or appliances, such as stoves, refrigerators, ranges, water heaters, heating systems, or plumbing or electrical systems. Provided, however, that any repair of damage or replacement of damaged components, fixtures or appliances, or any repair or replacement of any other damage to the demised premises, which is necessitated by any act or omission of Lessee, its officers, licensees, contractors, subcontractors, servants, invitees, clients, employees or agents shall be the responsibility of Lessee. - The City shall be allowed by Lessee to conduct an annual inspection of the demised premises to ascertain the condition thereof, provided reasonable notification is given to Lessee. 12 054 Garbage collection shall be by regular municipal collection procedures. Lessee shall insure that garbage is placed in the designated location only once per week for pickup. No garbage may be stored in a garage for longer than one week and Lessee shall insure that no unsightly accumulation of garbage occurs in, on and around the demised premises. Garages shall be used for vehicles or equipment and for no other purpose without the prior written authorization of the City. No hazardous materials shall be stored in, on or around the demised premises. G. Lessee shall be responsible for all utility costs resulting from Lessee's use and occupancy of the demised premises, including but not limited to telephone, sewer, water, electricity and fuel. Each building shall contain separate utility meters. H. Prior to execution of this Lease, Lessee shall submit to the City an operational plan for the program to be conducted at the demised premises. Said plan must be approved by the City. Once approved, Lessee shall comply with its plan during Lessee's use and occupancy of the demised premises. The operational plan shall address the following areas: 1. Type of clients to be served by Lessee. 2. Rules and regulations concerning the conduct of Lessee's clients in, on and around the demised premises. 3. Lessee's staffing requirements, both in-house and/or day/shift staff. I. No pets shall be allowed in, on, or around the demised premises unless they are specifically required as part of Lessee's therapeutic program or unless necessary for the day-to-day assistance of disabled individuals, such as seeing eye or hearing ear dogs. "Pet" as used herein shall include, but not be limited to, any dog, cat, other mammal, bird, fish, crustacean, reptile, insect or amphibian kept in, on or around the demised premises. No signs shall be allowed on the demised premises except that Lessee may install one nameplate size sign per building in compliance with the City's Sign Ordinance. K. No commercial use of the demised premises shall be allowed; provided, however, that home occupations will be allowed so long as they are in compliance with the City's Land Development Code. L. Lessee shall have the right to use and enjoy all common areas together with all other Park Woods Lessees, their clients and employees and the City and its clients and employees. Approved fenced areas shall not be considered common areas for this purpose. Organized events in the common areas such as picnics, concerts, etc. shall require the prior written approval of the City. 12 054 M. The City, through its agents or employees, shall, absent emergency or exigent circumstances, have at all reasonable times the right, upon reasonable notification to the Lessee, to go on and inspect the demised premises with an authorized representative of the Lessee, and the right of access to utility systems located on the demised premises for the purposes of maintenance, repair, correction, or inspection. For purposes of this Article, "reasonable notification" shall include any actual notification to the Lessee or its agent not less than one calendar day prior to the date of inspection. "Reasonable times" shall mean any time during Lessee's regular operating hours, or during normal weekday business hours if Lessee shall maintain other than regular operating hours. N. Parking shall only be allowed in improved parking areas and specific parking areas shall be assigned by the City for each building. No parking shall be allowed on lawns. Unregistered and/or inoperable vehicles are not permitted on the demised premises. O. Lessee, its clients, agents, invitees, servants, contractors, subcontractors, licensees, officers, or employees shall not bring, keep or maintain firearms, b -b guns, pellet guns or any other dangerous weapon in, on or around the demised premises. P. Lessee may, at its expense, and after issuance of any necessary building permits, if required, erect necessary structures, make renovations to walls (removal/additions), make ingress or egress changes or make other significant renovations if prior written approval is given by the City, which approval shall not be unreasonably withheld. Upon expiration or termination of this Lease, however, the City may require that the demised premises, including any fenced areas, be restored to their original condition and Lessee shall be responsible for any costs associated therewith. Q. Lessee shall not provide any services at the demised premises to any person who is not residing at said premises at the time such services are rendered. R. Lessee shall not allow safety hazards or attractive nuisances to occur or develop in, on or around the demised premises. S. Lessee shall take all necessary steps to insure that clients or employees do not create any nuisances as described by 17 M.R.S.A. § 2741 et seq . Lessee shall also take all necessary steps to ensure that clients or employees are conducting no illegal activity in, on or around the demised premises. T. Lessee shall develop specific rules and regulations designed to control client conduct in, on or about the demised premises. Said rules and regulations shall include penalties for violations, may include a hearing process, and must be distributed to clients and posted in a conspicuous location in the demised premises. City shall be provided with a copy of said rules and regulations. 12 054 U. Lessee, its agents, employees and clients shall be required to comply with any applicable Shelter Plus Care, U.S. Department of Health and Human Services or other U.S. government requirements or regulations concerning the program -related use and occupancy of the demised premises. ARTICLE VI - LIABILITY AND PROPERTY DAMAGE INSURANCE The Lessee, during the entire term of this Lease, or any extension hereof, including any holdover tenancy following regular expiration or early termination hereof, 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 for the protection of the City against any and all liability, including wrongful death, 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, clients, employees and agents and arising from Lessee's use of the demised premises or any part or portion thereof. Comprehensive Public Liability/Product Liabilitv Bodily Injury, including Wrongful Death: $1,000,000.00 each occurrence for one person $1,000,000.00 each occurrence aggregate Property Damage: $1,000,000.00 each occurrence The City 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 City, at the time of execution of this Lease, evidence in the form of certificates of insurance of the existence in force of the insurance required hereunder. Said certificates shall name City as an additional insured and loss payee. The City shall be notified of any changes or discontinuances of coverage. The City agrees to promptly notify Lessee in writing of the existence or filing of any claim, demand or action arising out of an occurrence covered hereunder of which the City has knowledge, and to cooperate with Lessee in the investigation and defense thereof. The minimum insurance coverage required under this Article shall be deemed to be automatically adjusted whenever the Maine State Legislature shall increase the City's maximum liability beyond such minimums for personal injury, wrongful death or property damage claims brought under the Maine Tort Claims Act. In the event of such an increase, the minimum insurance coverage required shall be no less than the amounts required herein or no less than the City's maximum liability for such claims under the Maine Tort Claims Act, whichever is greater. 12 454 ARTICLE VII - 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 the City, 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 City, its agents, employees, clients or invitees. The Lessee shall give to the City reasonable notice of any such claim or actions. The Lessee shall also use counsel reasonably acceptable to City 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 regular expiration or early termination hereof, Lessee further expressly agrees that it will defend, indemnify, save and hold the City 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 immunity it may have under Maine's Workers Compensation Act in regard to such claims made or asserted against the City by Lessee's agents, servants or employees. For this purpose, 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 the City 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 City to answer, investigate, defend and settle all such claims, including but not limited to the City'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 the City in regard to claims made or asserted by such persons. 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 venturer or employee of the City. ARTICLE VIII - TAXES 12 054 Lessee is solely responsible for paying all personal property taxes assessed, if any. The payment of real estate taxes is included in the rent herein required to be paid. ARTICLE IX - 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, or 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 the City 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 City shall have the right, after failure of Lessee to rectify such breach within thirty (30) days after receipt of notice from the City, to terminate this Lease. Provided, however, that the City 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 X - COVENANTS 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 City or any other persons. ARTICLE XI - LIENS The City 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 may arise out of any payment due for labor, services, materials, supplies or equipment which may have been furnished to or for the City or the Lessee, respectively. 12 0 54 ARTICLE XII - MAINTENANCE AND REPAIRS A. Lessee shall, at its sole expense and cost and except as delineated in Article V above, throughout the term hereof or any extension, including any holdover tenancy hereof, keep and maintain the demised premises in good order and repair, and in tenantable condition, damage by accidental fire and casualty and reasonable wear and tear, excepted. B. Absent damage by fire or other casualty and provided the damage is not caused by Lessee, its servants, agents, clients, officers, invitees, contractors, subcontractors, licensees, or employees, the City shall be responsible for repair and/or replacement of the building's major structural components, such as roofs, walls, foundation, or other structural supports, as a result, or on account, of normal obsolescence. C. Lessee shall be required to notify the City in a timely and expeditious manner of the existence of any condition of the demised premises which require repair or replacement or which are otherwise the responsibility of the City hereunder. Failure to notify the City in a timely and expeditious manner may be grounds for termination of this Lease or for Lessee being responsible for the cost of any necessary repairs or replacement. D. The demised premises have been certified to the City as free of lead based paint hazards, however, said premises contain encapsulated lead based paint allowed by and in compliance with applicable State and Federal laws and regulations. If a lead based paint hazard arises as a result of action or inaction by Lessee, its agents, clients, employees, invitees, officers, licensees, contractors, subcontractors or servants, Lessee must immediately notify the City of such hazard. Failure to immediately notify the City may be grounds for termination of this Lease or for Lessee being responsible for any costs associated with abating such hazard. Provided proper notification of such hazard is given by Lessee to the City, the City shall be responsible for abating such hazard unless such hazard was caused by the direct act or omission of Lessee, its agents, servants, clients, employees, invitees, officers, licensees, contractors or subcontractors. E. In the event that the premises are damaged or destroyed by fire or other casualty, then the City may elect to repair or restore the premises within thirty (30) days of such damage or destruction. If, after an election to restore or repair is made, the demised premises are not repaired or restored within a reasonable time thereafter or if the City elects not to repair or restore, then the City or Lessee may terminate this Lease upon fifteen (15) days' advance written notice. There shall be a just abatement of the rent pursuant to this subparagraph; with such abatement to take into account the extent of any reduction in the fitness of the demised premises for the use and occupancy by Lessee. If the demised premises are totally damaged or destroyed, Lessee shall be entitled to terminate this Lease upon fifteen (15) days advance written notice. ARTICLE XIII - REMOVAL OF PROPERTY 12 054 A. Ownership of permanent improvements to the demised premises, which may from time to time be made by Lessee or the City that are affixed to the property as opposed to movable personal property, shall automatically vest in the City, or its successors and assigns, as a consideration of the Lease and rental schedule. Lessee shall, however, have the option at the termination or expiration of this Lease to remove any of Lessee's permanent improvements or fixtures, provided that such removal takes place within thirty (30) days of said termination or expiration and provided that Lessee, at its sole expense, repairs any damage caused by such removal, and returns the buildings and land appurtenant thereto to as nearly as possible their condition as at the commencement of this Lease, reasonable wear and tear excepted. B. Any movable 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 or expiration. Any such property not so removed within thirty (30) days from the date of termination or expiration shall become the property of the City 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 nearly as possible their condition as at the commencement of this Lease, reasonable wear and tear excepted. C. In the event Lessee shall fail to remove any non -permanent improvements or personal property within thirty (30) days from the date of termination or final expiration of this Lease, the City shall be entitled to recover from the Lessee the City's reasonable costs incurred in removing or disposing of such non -permanent improvements or personal property. In such event, there shall be deducted from the City's costs the fair value to the City actually realized from sale, use or other disposition of the particular improvements or personal property concerned. ARTICLE XIV - SURRENDER OF POSSESSION Subject to the provisions contained in Article XIV, the Lessee shall, upon the termination of this Lease, surrender the quiet and peaceable possession of the demised premises. ARTICLE XV - TERMINATION It is covenanted and agreed by the parties that the City shall have the right, upon written notice of termination to Lessee, to terminate this Lease in its entirety upon or after the happening of one or more of the following events, if said event or events shall, at the time of said notice, be continuing: 12 454 (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 the City; 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, hereunder and such neglect or failure shall continue for a period of thirty (30) days after written notice thereof by the City, 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 or failure; or (3) If the estate hereby created shall be taken on execution or by other process of law; or (4) If the Lessee shall be declared or adjudged bankrupt or insolvent according to law by a court of competent jurisdiction; or (5) If any assignment shall be made of the property of the Lessee for the benefit of creditors; or (6) 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 jurisdiction whether or not consented to by Lessee; or (7) If a petition shall be filed for a reorganization or for other protective arrangements of the Lessee under any provisions of the Bankruptcy Act now or hereafter enacted; or (8) If the Lessee shall file a petition for such reorganization or for arrangements under any provision of the Bankruptcy Act now or hereafter enacted; or (9) If Lessee shall abandon and discontinue its use and occupancy of the demised premises; or (10) If Lessee shall fail to comply with Shelter Plus Care, U.S. Department of Health and Human Services or other U.S. government requirements or regulations concerning the program -related use and occupancy of the demised premises; provided that said failure continues for a period of thirty (30) days after written notice thereof by City, or if such failure cannot be cured within the said thirty (30) day period, if Lessee fails to diligently prosecute the curing of such failure; or (11) If Lessee shall fail to control the conduct of its clients or enforce its rules and regulations concerning client conduct; provided that such failure results in complaints to the City or by the City and said failure continues for a period of fifteen (15) days after written notice thereof by the City; or 12 054 (12) If Lessee shall fail to pay any bill or other monies owed to the City, including fuel oil purchased from the City or repairs for which Lessee is liable hereunder, provided such failure continues for a period of fifteen (15) days after written notice thereof by the City; THEN, in any of the said cases (notwithstanding any license of any former breach of covenant or waiver of the benefit hereof or consent in a former instance), the Lessee may be considered in any default hereunder, and the City 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 City's former estate, and expel the Lessee and those claiming through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty to any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant. Upon such entry, this Lease shall terminate, and the Lessee shall be liable to pay as rent, amounts equal to the several installments of rents and other charges reserved as would have become due under this Lease if this Lease had not been terminated or if the City 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 had there been no such termination, and the amount being received by the City as rent from any new tenant or occupant of said premises. In order to mitigate Lessee's damage hereunder, the City agrees to make every reasonable effort to secure subsequent tenants, at terms and conditions equal to this Lease. ARTICLE XVI- ACCESS TO RECORDS AFTER TERM Pursuant to this Lease, the City, with Lessee's consent implied upon execution of this Lease, shall allow the United States Department of Health and Human Services, the Comptroller General of the United States and their duly authorized representatives access to this Lease with Lessee, as well as related books, documents and records, until the expiration of four years after the services furnished under this Lease are performed for the purpose of verifying the nature and extent of Lessee's cost of services provided under this Lease. If the City carries out any of the duties of this Lease through an agreement with any other party (said agreement having a value or cost of $10,000 or more in a 12 month period), the City agrees to include in any such agreement a provision substantially identical to this Article which requires that such party make similar books, documents and records available to the United States Department of Health and Human Services, the Comptroller General of the United States and their duly authorized representatives for the purpose of verifying the nature and extent of Lessee's cost of services provided under this Lease. ARTICLE XVII- ATTORNEY'S FEE The Lessee shall pay to the City a reasonable attorney's fee in the event the City employs an attorney to collect any rents due hereunder and secures a judgment in connection with 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 12 054 correct the violation of any term, condition or covenant after receipt of notice that it is in violation thereof. In the event the City employs its City Solicitor or an Assistant City Solicitor to collect rents or otherwise protect City's interests under this Lease, a "reasonable attorney's fee" under this Article shall mean the reasonable cost of services provided by the City's Solicitor or Assistant Solicitor, at the rate charged for similar services by private attorneys in the Bangor area. ARTICLE XVIII- 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 City, which consent shall not be unreasonably withheld. In the event of an approved sublease, all provisions of this Lease shall extend to, bind and inure to the benefit of not only the City and Lessee but also their successors and assigns. The City's consent to any assignment shall be contingent upon the assignee or successor agreeing to comply with the approved operational plan and no consent will be given if Lessee is in violation of its approved operational plan. Further, consent may be conditioned upon Lessee's payment of all amounts owed the City or the express assumption and responsibility for payment of such amounts by such assignee or successor. ARTICLE XIX - AUTHORITY TO ENTER INTO AGREEMENT The City hereby represents and warrants that it has taken all necessary procedural and legal steps as required 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 renders this Lease a valid and binding document on the part of the City 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 the City. ARTICLE XX — WAIVER Failure on the part of the City 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 City of any of the City's rights hereunder. Further, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by the City shall be construed as a waiver of any other provisions hereunder, and that a waiver at any time of any of the provisions hereof 12 054 shall not be construed at any subsequent time as a waiver of the same provisions. The approval of the City or of any action by the Lessee requiring the City's consent or approval shall not be deemed to waive or render unnecessary the City's consent or approval of any subsequent similar act by the Lessee. ARTICLE XXI - NOTICES Notices to the City provided 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 73 Harlow Street Bangor, Maine 04401 with copies to Director, Health and Welfare at the same address, and notices to Lessee are to be sent by registered or certified mail, return receipt requested, postage prepaid, addressed to: Manager of Housing Options Community Health and Counseling P.O. Box 425 Bangor, ME 04402-0425 and to such other respective addressee as the parties may designate to each other in writing from time to time. ARTICLE XXII - INVALIDITY OF PARTICULAR PROVISIONS If any term or provision 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 XXIII - CONSTRUCTION The headings appearing in the Lease are intended for convenience and reference only and not to be considered in construing this Lease. ARTICLE XXIV — 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 12 054 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 XXV — 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 XXVI- 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 hands and seals the day and year written above. Witness Witness CITY OF BANGOR Catherine M. Conlow City Manager COMMUNITY HEALTH & COUNSELING SERVICES Dale Hamilton Executive Director STATE OF MAINE Penobscot, ss. 12 0,54 20 Then personally appeared the above-named CATHERINE M. CONLOW in her capacity as City Manager, and acknowledged the foregoing instrument to be her free act and deed in her said capacity, and the free act and deed of said body corporate. Before me, Notary Public/Attorney-at-Law Printed Name: Commission Expires: STATE OF MAINE Penobscot, ss. 20 Then personally appeared the above-named DALE HAMILTON in his capacity as Executive Director, 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. Before me, Notary Public/Attorney-at-Law Printed Name: Commission Expires: