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HomeMy WebLinkAbout2007-11-14 08-027 ORDER_COUNCIL ACTION Item No. 08 027 Date: November 26, 2007 Item/Subject• ORDEFv Authorizing the City Manager to Execute a Lease Agreement with Bangor Nursing and Rehabilitation Center Responsible department: Legal In 2000, the City decided to privatize the Bangor Nursing Facility. A non-profit organization, Bangor Nursing and Rehabllltatlon Center (BNRC), was created. On December 28, 2000, the Ory and BNRC emered into an Agreement for BNRC th operate the facility and transferred the property that BNRC occupied to R. The Ory leases space in the building for Its Department of Health and Community Services. The original lease was for three years with an option to renew for an additional three years. This Order will authorize the execution of a new lease. The lease will be for three years with an option to extend for an additional three years. The terms and conditions of the lease are substandally the same as the original lease. Department Head Manager's Comments: This has been rmewed amt is recommended by the Finance m f City Manager Associated Information: Budget Approval: Fina Of r Legal Approval: Solkltor Introduced for x Passage _ Firt Reading Page b Referral 08 027 Asa alto Cow lm Palmer November 26, 2007 CITY OF BANGOR (TITLE.) ORDER, Authorizing the City Manager to Emc be a Lease Agreement with Bangor Nursing and Rehabilitation Center By the CRY Cmmw o/ are Oty ofaar . ORDERED, THAT the City Manager, on behalf of the City of Bangor, is hereby authorized to execute a Lease Agreement, a copy of which Is attached hereto, with the Bangor Nursing and Rehabilitation Center Cin B r 26. 2W7 Pes CPTY 0"22 OED ER arnxa aatMrt it the cat x Eei to tr Ee a l eu¢ Ag[¢erev[ vatk Bmgai E sa 5 Eeha6aliMt ¢ Center LEASE AGREEMENT This Indenture offs made and amad in duph;nia eba�dnY of v//eircU.. 2007, by and between: Bangm Numag and Relmbilitatim Center, bavinga Placa Ofbusioess m 103 Texas Avenue, Bangor, County of Pambsmt Stan of Maine (hereinafter sammimea mdur e l b as "Lessor^) Mi City of Bangor, a municipal mrpva0m duly organized and existing under and by vine e ofthe laws of the State ofMaine, and having ifs fudwipal offices at 73 Harlow Street, Bangor County ofPaobscm, Sate of Mame (h naundler sometimes sefmrxd to u eses'). WITNESSETH: WHEREAS, the Bangor Nommg and Relubiliandan Ceaar is the owner of twain pace, m lot Of had and building devout at 103 Texas Avenue, Hangm, Maine, and WHEREAS, the Lessee Mahan a lease space i said building be, the purpose ofVenetian of be Les 's Deparooent of Health and Welare, NOW, THEREFORE, the parties do mutually eats as follows: ARTICLEI—PREMISES The Lesser, for and in considamatim of the renin to be paid and tha oblippbm to be Performed by the Lessee ne herchaRer provided, does hereby demise and lama um Lessee, and the Lessee Funim reby abeam at1 uponb" venue a mom A aseed,a pmdm oftbe boildianat I03 Teras Avenue az morepmticularty ducrihed blithibh A etuchod hereto. ARTICLE U—TERMS TO HAVE AND TO HOLD the demfsad premises (ai described hareiabove) nolo the Leasee fm a term ofthrs (3) Yeats beginning an July 1, 2007, and termivaliag on July 1, 2010. Lessee stall have the option to renw ethis lease for an additional dorm of0us (3) yeas andm the scone Oman and coMirims contained herein. ARTICLE 0 COMPVfATION OF RENT Oaring the joined tmrn of this lase,1.esss covenants to Pay to the Lessor as renal for the premises laseci hereunder 510.00 pm Move fm Pm year for the premiss ocon ad 08 U�y ARTICLE W -USE, OCCUPANCY, ANO ALTERATIONS TO PREMISES lessee dudI have the tight to use, occupy and maintain thepremims herein IseM in a reasonably b eiress-like, careful, ukm and tesonbly, ante manner for the mr mon of operating activities and programs tamed to its Depumeeol of Health and Welf .All altereens to premins ramped by "ansee sheathe aubmided he writiugand reviewed for approval by the LesscLesnrshell timely respoud to i ssee's request mal as consent shall m[ be umssombly be withhold It is former agreed that the Lessee shall he finaoeially, and operadondly mWeadhlo (directly or nahronlly) for all upkeep including cuscodiel, maintenance, Food repairs fm all From ocmpied or used by the Lases with the exception to the following items expressly listed. (Roof repairs or replacement, hating symm, electrical system and maintaining the listing e,Rty feeds OF the Lessee's portion of the building). Lee,wr retains the right to make in iding impmvemms at my time and s swannery, but shall net do se to mercer se to to interfere with Laveee'a ane and occupancy of the promises. ARTICLE VI- HAZARDOUS WASTE Lessee hereby cavemen and agnea that it shall cwt, during the torn of this lose, including my extssien mrenewal hereof, Permenenty Pile, sun m aced be Placed, deposit or discharge my hemmom mods open the demand premise, and fuller exprtssly agaves that it shall indemnify, Lasser from my and OR ran, expense or liability, or whatever kind ofmtme, imurrm by the Lessor in dctecGng, eveluativg, reasoning, hands,R disposing aor othernise responding or my hoondees waste Planed m depodmd by Lessee in violation of this Article. taus hereby eovenank and agrees Wat it shall rat, during the ram of this less, including my xmrsion OF renewal harm£, viohne my loal, sore OF federal Madman ordisocs or statute Pemidng to haardoa waste or hamrdos material anal £archer expressly agrees that it shat maemnify, Loeser fm my such violation by Lossee. Sach ends abdl be deemm to include, without IimibEm, Lessor's cont ofdefmading my rah film by my Amon, entity, agency, or govemmmml autbodty, Paying my fins imposed in conation with such suns Paying any Warrants or otherwise ending my dress, loon, complying whir myorderbyaccurtof compGenlJurisdiction directing the Isere to take nsedid aeries with rspeea to such ware: and of all associated dromeys fes sed este, For the purpose of tris Anim, the tmm •` seeMous waste" atoll be darned m include every mearmee now or hereafter designated as a hesmdous wasp enter, say prevision of ism or £mod law. Lesre'e obligation order this Article shell be damedm smsdvethe expimtim of termination of Nis Lease, but shill be limited to sets or Occunwcs by Lessee, its agents, stold"as and assign, during the lam m my extorsion m rmewat thereof, of this Lease. ARTICLE VII-LIABMGT AND PROPERTY DAMAGEd,EURANCE The Lescee, during the [mire torn of Nia agreement, or any extension thereof, shall maintain, m its sole expense, irammare of the following types with companies authorized he do business in tlw Stareof Marnefgrto Pmt oofto Bangor Nursftmd Refabilimrion Center, who"] he named manaddi0mal inuref againn ell claims, lossm, cons mmpenra arising out of i }series o pemom whmham rot employM 6y Ixsaee ardavage m pmpmty whethmreaultlng fromet�e,omisdons, negligence um Francis" r anise or any io orPom, thees,emPloYem and agents and arising form I-essee's sex of Weyremiep oraoylmtt m portion thereof Comprehensive public Liability r Bodily lnjmy 51,000,000.00 earfi oavmence ComPsehenlVC Property Damage SI,000,000.00 earn omumence Workers' Compensation Imumnce Lessor still rot be required o Provide Inureace eovaage end shall have uo mspmreibili ty for enY pmpet y owrsed by the Leslie or thint mom, which may be IoanM on ise rleased Premiay. Leanne ahall came o be FormahM to the Lessor evidence in the form ofe ombates of imumnce of the existence nod commuunm inf of the inun me regahod hereunder. Lessor shall be notified of any changes for discontinuance ofcovaage. ARTICLE VIll- DAMAGE BY FIRE OR OTHER CASUALTY Leasee agrees that An the everd of destruction or damage ofthe dennsed promises being, by Lessor, oro any Per Becmf, and ea oReo ea the improvements shall be damaged, by fire m other cmudty, Lector shall have the fight but not the obligation to rebuild aM repair the improvements for metaugey. HLeesgr elms rot to rebuild ami repair, it shall m notify Lessa within thirty (30) days or more expos iriously ifposaible of he dxision Lame shell thin have the mp0on to termioeo this leme a d the right aper non«o Leasco, In the event Lecsor d waho to rebuild and repair said damages all impmvwena ahelb be Retired in their done fad Mammon prior m sod fire or other gmnity. ARTICLE U(-NONDI.SCRIMRVATION Lesseefor itself;itspemond MF among es, aaccpsoa m in Oman and smiling, and m pan of rim comideretion Hereof, nom Hereby covenaru sed agree as a coverage running with Han land mm (1) no parson or group ofpemom soil be excluded on We gourds of cm,, colm, or tationnl origin from participation in, derded to benefits of, or he otherwise subjected m,incrimination in the use or mommucy of said dermad premims; (2) in tlo m couucron of a,, int mvcm buildings, stmchmm,on, over m order man land and the faniaung of services a hereon no frons Peram m group of Penguins doll be excluded Innards the roards of race, color, or national origin panichOnan in, denied the benefits of, or be otherwise subjmtW in unlawful dimimitafier; and (3) Leanne soli use the pamisea in gomPliaece with other re9uvevarus as may be imposed by or pursuant in Title 49, Code ofFederet Regulation, Department, of 08 C27 Turam Cation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department ofTravporlation Effectuation of Title VI of the Civil Rights Act of 1964, and m and regulations may beamax&%J. In the event of breach amy of the above nowiscriminatim covenems, As Lessor shall peva tlw right, aflm fsiluteoffmim, 0 rectify Such breach within thirty (30) days afterrumpt ofaotiee Ams Lessor, to terminate of Otis amearrem. Provided, however, the Lessor Awl Out have As right in iniame mmtinMon of As Lease under this Ankle with taped m my complaint ofdhxAninm rr which is pending final '"nw on or adjudication before my egem%y or mat uftbe Stare ofshadow or the United Sores. ARTICLEX - COVENANTS OF QUIET ENIOVMENT The Lessee, subject to the tensa and provisions of this l.case an payment ofum4d obse anrving, keeping and performing all Ore terms and provisions of the leve on its part robe observed, kept and perforated, shall law fully. peaceably and much, lave. hold.omuPY and Joy the demised premses during the term bereofwi%om dndrence or nmdd I Peraotn. by Ole Corson or any em, ARTICLEXI—LIENS The Lessee agrees rat to allmv my Jim to be plmed against the demised pmmisv, and buildings, structures mhiscro emems thetmf. The Lessor arta the Leesce fmWer egos Am if my Racy are plc d, curb will promptly disabatge (eiWer by pnymem m filing of As necessary bond or Wbesmise) my mechanics%ammml mens in other liras against the demised premivs, and badinage, ahmOM or improvanems therms, which Jim may mise Our of my paymem do, for labor, scrvices, mecand, supplies or equipmm which may have been hhrnlshed to or for Ore Lessor or the lessee respectively. ARTICLE X11 -TITLE TO IMPROVEMENTS Title m We fixed imPmvemmts conmened on the demised premises during the term of this Leve, or any Cameron thereof, shell be in the name of the Imam. and during such term or extorsion therof, the lesme shall have the dghl, as its role expevse, to remove any and of Personal vropmty erect d or located an the demised premises, provided then in the event of As remnval of improvemems, the premise shall he tutored m its content condition. ARTICLE XIII - REMOVAL OF PROPERTY Upon the termuctim or final =Pirarion of this Lease, the malfixed impmvemmm amt other personal property erected or loaned upon the demised Premises by the Lessees shell recti, Oce OroFerry of the Lessee, end the Lessee Awl have the right to tardive the aside from the demised premises within sixty (60) days from Ore dere ofsdmiomm mfmd expiation of this Leese. Any such Property nor so removed within said sixty (60) days shall humme ted Pmpmy of the Lessor to dispose of in such away as Ore Leac, may dean fit In the event the Lessee elan to remove said impovements and older pemmal property, the buildings and Iraq appurtenmit thereto shell be assumed to as near as possible its condition v at the mmnxncemens of fie Lame, ordinary wear AM rwr expected. 38 8 627 In the event the Lessee shall fell to remove my movmde pmmmd property wltbin sidy (0) days from the alae oflarmaton or foal expimtm ofYmst a, Lesson andl be mGuwm reared from the Lessee, Lessor's reasonable Cosa incurtal in removing or disposing ofamb Personal property. In such even, there shell be deducted from Lessor's casts ofthe fair value m the Lessor acdmly redizN from sale, use or other disposition of the personal property coo reed ARTICLE XIV- SURRENDER OF POSSESSION Subject to the provisions d nd rod in Article MR. the Lwsx shall, upon harriamion of this Lease, surrender the quiet mal peaceable possession the dastard premises. ARTICLE XV -TERMINATION It is covenmtal and agreed drat: (1) If the Lessee shall neglmt or fall In NY the seat mother charges payable hereunder and oral def ndt shall continue fora period of tiny (30) days said. mind, mone doomfby Canary; (2) 1fLesson shall neglmt Or fs0 m Perform or observe any of the Whet covemnts,terms, previsions, or maditimsa on its pmt to be performed, or Observed, ad such milled at failure shill continue fora period of thirty (30) days after writtrn notice thereof by Letters, or such cavemen, terms previsions mcoad nous mood he Perfomaedm observed within said thirty (30) day Peril, ifLesson fails m diligently presecme fire curing of and aeglem or failure; or (3) If title to Ne demised premises revert to or is mnveyal to the City ofBangor, line Lonmes oldl9stion In Fay rent m the LWmr atoll dace, The, and in my of We said macs daubed above, the Lessee MY be considered in default hereunder and Lessor may usm'udm (his Lease ARmnsmt. It is fuller covenantal and agmd that; (1) If Leawr"I ngldct or fail to perform m observe any of the Other covenants term% provisions, m conditions on its Icer( to be Ferfoemd, m observed, and soh neglect or wme As[] montane for a period ofthiny(30) days did written notice tbda fby Lesem, or moth mvamms, terms provisions or dra icons aortal be performed or observed within said td (30) day period, if Lessor fills to diligently memm, the drying ofsech ceglect m failure, then the Lessor may be considered in defauir hermand. and Lessee may, (dmmam this Lease Amemnent. ARTICLE XVI -ASSIGNMENT, SALE AND SUBLETTING Oz 027 The tzeeee shall not at any dmesvign, sell, convey or tmnafer dtis Leese or any interea therein, or sublease resulted or rent the premises, many part thereof without the prior whom concent of the Lessor which consent shall not be tmromencl ly withhold, delayed, or coMidoned. In Ore swam of an approved sublease all provisions shall Mand to, Mod and intim to the benefit of. only the Lessor and Lease but alaodreh sacraments and and, lessee shall have the Light re Levan this laamm any corpmmlon with which it may have become merged, consolidated or otherwise associated, or may, corporatim which may be a subsidiary of the iaseee. In no event, however, shat the Lessee mored herein be relieved from any Obligation under this lease by virtue of my assigmtmm or subletlmg. AILUCLE XVII -AI ORITV TO ENTERIN AGREEMENT The Lessor hereby mancoaws and warrents that it has taken all necessary procWmal and legal amps as required by WeraL sale and Mui laws and regulations, and dl necessary corporate action for the purpose of eoderivng the ascendant of this agreement and that accepted aUs agreement by on ofim and rsigrod corporate officers ordthi Leaders s agement a valid ad binding u docment on the pmt of the Lessor and dm score is filly enforeeable in all of its term, ad conditions by do lesser. lessee hereby reprevnm and warrants that it bat taken ail monsoon, procedural and legal saps as required under all federal, norm and local laws and nuhmacm, and all mzssnry corporate action to Rushmore the execution ardor sgewant by the city Manager and [hen upon such escoation this agement is valid on the pmt of he City of Bangor ands Polly enforceable in all Of its rams and conditions. ARTICLBXVHI- WAIVER Failure an the pan of fix Lessorm complain of any mtma or ran -action an the pmt ofthe Levee no madler how Ung the some way madimre, shall nevec be deemed to be a wdver by the Lessor ofany of I.essm's rights haemder. FLnhm, it is covemrW am agreed that on, waiver atony time mfary of the provisions hveofby L.eswr, shall he convrrned one waiver of my other previsions Imremdcr, and that a waiver at my time of any of the powisions hereof shall not be coretmmm at my subsequent time as a waiver of the sane provisimu. The approvd of t.essoror any notion by the Lessor napoidug the Lessor's consent mapproval aball not be dewed to waive or render urm ermary the Lessor's come d m approval of my subcemirent similar cot by the Leasee. ARTICLEXIX-NOTICES Notices M the Lessee Provide for in this Lease shill be sufficient if scat by registered or certified mail, return meals requested, postage Prepaid to: City Manage, City ofBargeq City Halle T3 Harlow Street. Bangor, Mane 01401; and notices to lessor are to be amt by registered or artifW mail, return receipt mgoanad, postage prepaid, addressed to: Admimisbamr, Barigar Nmeirtg and Rehabilitation Came, 103 Telma Avenue, Bangor, Menne Mal, or 10 such Other 02 027 respective addmmes as the parties may designate to each other in wdfing funs Kms to time. ARTICLE XX-INVAUDITV OF PARTICULAR PROVISIONS Ifany tan or provisions of this Lease or the application thereof to any person or crcumvaces is MreeRer demrmined ro be to any extort, invalid or tmenforceable, the remainder of this Lease or the application of such Tema and pmvisiore to persom or am mmorm miser than thosed which it is held invalid or unenforceable shell not be affmlN hereby and each term and provision of this Lease shall be valid and be adamantine: TO dm fullest extent permcmi by law. ARTICLE MI - CONSTRUCTION The headings appearing in this I.ease are invaded for convenience and reference only, ad are not to be considered in eombning tine Leese. ARTICLE XXII -NO PARTNERSHIP OR JOINT VENTURE CREATED Nothing cannot red herein shall be deaned orcommanded m creating the mlatiombip of principal and agent or of pa nesdap or "joint venmm hetwee,the parties hereto, it being understood van agreed that neither the method Of computation of Nor rear my other provision wntained heroin or any acts of the parties hereto shall be demand to creme any mastership betwem the parties other than the relationship of landbN and tenant ARTICLE XXII - GO V ERNRJG LA W This I. nee Shall be ge mtetl esclmivClY by the provisions hereof and by The laws of the S44 of Maine as the Same may from time 0 time exist. ARTICLE XX MEMORANDUM OF LBARE Upon execution of this Lease, to parties may, upon requel of either, prepare and execute a Memorandum of Lease in a forth Marsha for retarding at the Permanent Maine Registry of Deeds, m evideme of Lassen's interest in the premises danoiaed homier. ARTICLE XXN -AMENDMENT TO LEASE This Lease margins all the oneness and condition hetwem the parries hereto and no ammema, amernm ml or addition haemo shall be valid uvliSe in writing and signed by both palm herae. IN WITNESS WHEREOF, the parties hereto have set their hard ON smis ted day and year written above. CITY OF BANGOR C2 027 BANGOR NMING AND REBABB.ITAMN CENTER Ne 'Durgin roes Peev0rnl, Bond OfOireGon