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HomeMy WebLinkAbout2006-06-26 06-240 ORDERItem No, 06 240 Dace: June 26, 2006 Item/Subject: ORDER. Authorizing the City Manager and/or Airport Director to l iecute an Indenture of lease between the City of Bangor and Word Airways, Inc. for Room 184 in Bangor International Airport. Responsible Department: Airport Commentary: World Airways, Inc. is a major customer of Bangor International Airport, engaging in charter military Flights. World Airways is changing their route structure and will be utilizing BGR more frequently necessitating the need to station one of their own alroraft mechanics at Bangor International Airport, World Airways will still require an Airport mechanic in attendance at every Flight as current procedures dictate. In order to station their own mechanic here, World Airways requires office space. The Airport has space available under the international terminal pier that is currently unused. The attached order authorized the City Manager or Airport Director to execute a lease with World Airways, Inc. The term is for one year with Five, one year extensions available. Manager's Comments: This has been reviewed and is recommended by Transportation and Infastructure. Budget Approval: % Passage _ First Reading Referral Department Head �ce DireUar City Solicitor Page _of_ os zoo Amip,edrocoancilar cratvut .Iwe za, zpBA T9 CITY OF BANGOR (TITLE.) ORDER, Authonzing the City Manager and/or Airport Director W Execute a Lease between the City of Bangor and Wotld Airways, Inc. for Room 184 in Bangor International Airyort WHEREAS, World Airways, Inc. operates as a mllltary airline charter business; and WHEREAS, Watltl Airways, Inc. Wishes to maintain office spare at Bangor International Airport; and WHEREAS, it is mutually benencal for the City and World Airways, Inc. to have World Airways, Inc. at Bangor International Airport) NOW, THEREFORE, BE IT ORDERED BY THE CITY COUNCIL OF THE CITY OF BANGOR THAT, The City Manager or Airport Director is hereby authorized and directed m execute an Indenture of Lease between the City of Bangor and World Airways, Inc. for Room 189 in Bangor International Airport. fEEELC.) boil / r Aiprot Director to Execute a lease beCmeev Che Cf[v of Hmeoi and Voild Afruays, xoc. for Eoom 184 in Bangor xateraacEaaal eE ranrt 06 240 INDENTURE OF LEASE THIS INDENTURE OF LEASE, executed this day of , by and between: CITY OF BANGOR, a munidpal corporation, organized and existing under the laws of the State of Maine, and hating Its principal offices at 73 Harlow Street Bangor, Maine, (hereinafter sometimes referred to as "Lessor") AND World Airways, Inc. a corporation duly organized and existing under the laws of the state of Georgia, and having a regular place of business at HLH Building, 101 World Drive, Peachtree City, Georgia 30269 (heremafter sometimes referred to as "Lessee') WITNESSETH: WHEREAS, The City of Bangor is the owner of an airport commonly known as"Bangor International Arport", formerly known as Dow Air Force Base, locatetl in the city of Bangor, County of Penobscot, State of Maine (hereinafter sometimes referred to as the "Airport'); and WHEREAS, Lessee wishes to lease a portion of International Arrivals Building as depicted in Exhibit A in the Bangor International Airport complex to operate and maintain office and storage space. NOW, THERFORE, the parties do mutually agree as follows: ARTICLE I - PREMISES The Lessor, for and in consiceratlon 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 in its present physical condition: a. 192 sq, ft. of office space in the pier area of the International Arrives Building, spedfically room 189. Together with the right to use, in conjunction with the Owner and other Tenants, any areas and facilities intended for common use, including but not limited to halls, passageways, stairways, entrances, exits, driveways, restmoms, handicap stairli(t and yards. ARTICLE II - TERM TO HAVE AND TO HOLD the demised premises unto the Lessee for a term of one year commencing Ja/y04 2006and terminaling on Jvm M, 2007. At the Lessees option, and subject to the provision of this lease, the lease may be renewed for up to five extensions of one year each, provided, however that'd Lessee is in violation of any provision of this Lease at the tlme of said notice, Lessor may refuse W extend the Lease. Lessee must notify, In writing, 06 24(. Lessor of im intent to exercise each extension of this Lease thirty (30) days prior m the expiration of the Lease, or Me expiration of an extension thereof. In Me event that Lessee ceases operations at the Airport, Lessee shall have Me right to terminate this lease without penalty with a sixty (60) day written advance notice. ARTICLE In - WMPtITATION OF ANNUAL RENTAL The rent to be paid by Lessee to lessor during the term of this lease shall be as follows: For the original year term of the lease from July 1, 2006 through Jum 30, 2007 rent shall be paid at Me mice of $45aW,Ianr month. During any extension period, Me 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 Rice Index, Me All Items expenditure category, for Me period April 2006, defined as Me beginning month to April 2007, defined as the ending month. The annual percentage change Is calculated by subtracting Me value of the index on beginning month, from the value of the index on Me ending month and dMding the remainder by Me value of the index on beginning month. The annual percentage change will be the percent resulting from Me above calculation but in no case greater than three (3%) percent. The term "Consumer Price Index" is the"monthly unadjusted Consumer Price Index for All Urban Consumers (CTI -U)" published by Me United State Department of labor, Bureau of Labor Statistics. For each subsequent renewal ten after the first, the same formula shall be used, using April of Me year preceding the beginning of Me term as the "beginning month" and April of Me year of the beginning of the term as Me "ending month" in Me formula. In Me event that the CPI -U index should cease to be publisbed 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. Lessee shall pay all rentals herein required in advance on the first day of each and every month without prior demand therefore, in lawful money of the United States, at the address of the Lessor as set forth herein or at such other reasonable places as the Lessor may designate. Late payments shall be subject to an additional interest charge of one and one-half per cent (1.5%) per month to the date of payment. ARTICLE IY—USE. OCCUPANCY AND ALWUnONS M PRE A. lessee shall have the right to use, occupy and maintain the premises herein described in a reasonably businesslike, careful, clean, and reasonably safe manner for the purposes of having an office and storage space, and for no other purposes whatsoever without the prior written consent of the Lessor whose consent shall not be unreasonably withheld. B. Lessee shall not use, occupy or maintain said premises in any manner as to violate any municipal, state, or federal law or regulation, and, in particular, regulations of the federal Aviation Administration relating to the operation of Bangor International Airport as a public airport. C. Lessee shall make a good faith effort to Inform Its employees and visitors of the rules and regulations of the Eangor Intemational Airport and shall cooperate in every way with the Airport Director to ensure that such rules and regulations are obeyed. D. 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 nay such work shall he done entirely at the Lessee's own e;pense and will include returning disrupted surfaces to a serviceable and attractive condition. E. Lessee shall have the right to erect signs on the leased premises subject to the prior written approval of the Airport Director provided that such signs comply with the City's sign Ordinance and applicable F.A.A. Regulations. F. Lesson, through its agents, shall have at all reasonable times the right, upon reasonable notification ro the Lessee, an go on and Inspect the 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 inspeRion. For purposes of this paragraph, "reasonable notification" shall include any actual notification to the Lessee or its agent not less than one business day prior to the data of inspection. "Reasonable times" shall mean any time during Lessee's regular business hours or during normal weekday business hours W Lessee shall cease operators. Lessee hereby covenants and agrees that it shall not, during the term of this lease, including any extension of renewal hereof, permanently Marc, cause th be placed, deposit or discharge any hazardous waste upon the demised premises, or upon any other portion of Lessons Bangor International Airport, and further expressly agrees that it shall indemnify Lessor from any and all casts, expense or Iiatility, of whatever kind or nature, inured by the Lessor in derecting, evaluating, removing, treating, disposing of or otherwise responding to any hazardous waste place d or deposited in violation of this paragraph. 06 240 Lessee hereby covenants and agrees that it shall not, during the term of this lease, inc uding any extension or renewal hereof, violate any local, state or Federal regulation, ordinance or statue pertaining W hazardous waste or hazardous material and flutter expressly agrees that it shall indemnify Lessor from any and all costs, expense or liability, or whatever kind or nature, incurred by the Lessor for any such violation. Such costs shall be deemed W Include, without limitation, Lessor's costs 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 attomey's fees and costs. For the purposes of this paragraph, the term "hazardous waste" shall be deemed W include every substance now or hereafter designated as a hazardous waste under any provision of State of Federal law. Lessee's obligations under this paragraph shall be deemed to survive the expiration or termination of this Lease. ARTICLE VI— LIABILITY AND PROPERTY DAMAGE INSURANCE The Lessee during the entire tens of this Agreement, or any exi ion thereof, shall maintain, at its sale expense, Insurance of the following types 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 W persons whether or not employed by Lessee or damage W property whether resulting form acts, omissions, negligence or otherwise of the Lessee, Its directors, officers, employees and agents and arairg from Lessee's use of the premises or any part or portion thereof. Comprehensive Public UabTN Bodily Injury $10,000,000 each occurrence Property Damage $10,000,000 each occurrence Worker's Compensation Insurance Lessor shall not be required to protide 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 changes or discontinuances of coverage. The minimum insurance coverage required! under this Article shall be deemed to be automatically adjusted whenever the Maine State Legislature shall increase the Lessons maximum liability for personal injury or property damage claims brought under the Maine Tort 06 240 Claims Act. In the event of such an increase, the minimum Insurance coverage required shall be no less than the Lessors maximum liability for such claims under the Maine Tort Claims Act. A. General Indemnification — Lessee shall defend, indemnify, and hold Lessor, and its officers, employees and agents completely harmless from and against any and all liabilities, losses, wits, claims, judgments, fines or demands arising by reason of injury or death of any person or damage W any propeM, including all reasonable costs for investigation and defense thereof (Including but net limited to attorneys fees, court costs, and expert witness fees), of any nature whatsoever arising out of or incident m this agreement and/or the use, occupancy, conduct, or management of the leased premises or the acts or omissions of Lessee's officers, agents, employees, contractors, subcontractors, licensees, or invitees, unless such injury, death, or damage Is roused by the negligence of the Lessor. The Lessee shall give W Lessor reasonable notice of any such claims or actions. The Lessee shall also use counsel reasonably acceptable to Lessor in carrying out its obligations under this Article. B. Lessee's Walver of Workers'CompensadonImmunity — The Lessee hereby expressly agrees that It will defend, indemnify and hold the City of Bangor, its inhabitants, ,officers, employees and agents completely 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 the Lessee hereby expressly waives any and all immunity it may have under Me Mare Workers Comgensaton Ad in regard to such dalms made or asserted by the Ixasse's agents servants or employees The indemnification provided under this paragraph shall extend to and Include any and all costs incurred by the City of Bangor to answer, investigate, defend and settle all such claims, including but not limited to the City of Bangor'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, servants or employees against the City of Bangor in regard W claims made or asserted by such agents, servants, or employees. Lessor is not required W insure the demised premises against loss by fire and the extended coverage usual in such insurance. In the event of destruction or damage of buildings owned by Lessor on the demised premises, or to any part thereof, and as often as the improvements shall be damaged by fire or other casualty, Lessor shall have the righl but not the obligation W rebuild and repair the building for occupancy. If Lessor elects not W rebuild and repair, It shall an notify Lessee within thirty (30) days or more expeditiously W passible of its decision. In the event the damages are of such extent as W reasonably prevent Lessee from operating within the demised premises, then Lessee shall have the right W terminate this Lease and shall notify Lessor within the aforementioned time period, and Lessee's obligation to pay rent as herein above provided shall terminate upon receipt of such notice by the Lessor and surrender of the premises by the Lessee. 06 240 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 they and M cause all personnel employed by the Leaee to obey all munidpal ordinances, and all State and Federal rules, regulations, or laws pertaining to the operation of said Airport and Lessee's use and aceupancy of 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 which apply equally to all tenants, invitees and users of the Airport and their employees. B. Further, it is understood and agreed that 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 right to rause in all all above the property such noise, vibrations, names, dust, fuel parl and all other effects that may be caused by the operation of aircraft landing at, or taking -off tram, or operating at or on the Airport and Lessee does hereby fully waive, remise and release any right or cause of action which it may now have or which it may have in the future against Lessor due to such noise, vibrations, fumes, dust, fuel particles, add all other effects that may be caused by the operation of aircraft landing at or taking -off from or operating at or on the Airport. The Lessee specifically agrees m make no claims in any form for damages or reimbursements against the Lessor or against the United States Government for any reason or cause resulting from noise generated from Airport rites. C. Lessee will not use or permit of suffer Me use of the leased property in such a manner as to create electrical interference with radio communication between any installation upon the Airport and aircraft, or as to make if difficult far Flyers to distinguish between Airport lights and others, or as M impair visibility In the vicinity of the Airport, or as otherwise to otherwise endanger the landing, taking off or maneuvering of aircraft. It is covenanted and agreed that 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 MIs lease, by any governmental authority upon the demised premises are the responsibility of the lessor. It is expressly agrees that such taxes and assessments shall include all amounts levied as real estate or other property taxes upon the decked premises by the Lessor acting in its governmental capacity. Lessee further covenants and agrees to pay when due any and all taxes an/or assessment;, fees, or charges of any kind whatsoever, as may he imposed during the term hereof, or any eMenslon of the term of this Lease, by any governmental authority on Lessee's personal property loafed on the demised premises. 06 240 Lessee further hereby waives any and all rights or privileges of exemption from taxation on the demised premises and on any personal property located therein arising due to public ownership of the demised premises by the City of Bangor. Recycled, however, nothing herein shall be deemed to prohibit the Lessee from contesting the assessed valuation of such property In the same manner as provided by law under Title 36, Maine Revised S tutes, for other non- exempt properties and taxpayers. Lessee for Itself, its personal representatives, successor in interest and assigns, and as part of the consideration hereof, does hereby covenant and agree that: (1) no person or group of persons on the groups of race, color, age, sex, handicap, or national origin, or in any other manner prohibited by law, shall be excluded from participation in, denied the benefits of, or be otherwise subject to discrimination in the Lessee's use or occupancy of said demised premises; (2) in the construction of all improvements, buildings, structures, on. Over or under such land and cite furnishing of services thereon, no person or group of persons on the grounds of race, color, age, sex, handicap, or national origin or in any other manner prohibited by law, shall be excluded from participation in, denied the benefits of, or be otherwise subject to unlawful discrimination in the Lessee's use or occupancy of the demised premises; and (3) Lessee shall sue the premises in compliance with all other requirements imposed by or pursuant M 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 W of the Civil Rights Act of 1964, and as said regulatmns may be amended. In the event of breach of any of the above nondiscrimination covenants, the Lessor shall have the ngh4 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 net have the right th terminate the Lease under this Article with respect to any complaint of discrimination which is pending final revolution or adjudication before any agency or court of the State of Maine or the Untied States. ARTICLE XII—COVENANT OF QUIET ENJOYMENT The Lessee, subject to the terms and provisions of this lease on payment of the rent, and observing, keeping and performing all their 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 Lesson or any other persons. ARTICLE MIX —LIENS The Lessor and Me Lessee agree Mat each will promptly discharge either by payment or by filing of the necessary bond or otherwise, any mechanic', materialmen's or other liens against the demised premises, or against any buildings, structures or improvements located 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 Lessor or the Lessee, respectively. 06 240 A. Lessee shall, at its sole expense and cost, throughout the term hereof or any extension, keep and maintain the following in the demised premises: all fixtures, inducing electrical, all windows, floor and floor coverings, ceilings, walls, and interior paint surfaces in gootl order and repair, and in tenantable condition, damage by accidents fire and casualty and reasonable wear and fear, as defined in this Article excepted. Lessee shall not be responsible for repay for electrical, plumbing fixtures or any other fixture located inside walls, ceilings or under the floor or foundation. Lessee will also be responsible for cleaning of the demised premises and rubbish removal. B. Lessor shall, at its sale expense and cost, throughout the tern hereof or any dimension, keep and maintain the following in the dismissal premises: The building's major structural components: roof, structural walls, foundation, operating systems, Including hearing, plumbing, and electrical systems except fixtures, exterior paint surfaces in good order and repaiq and in tenantable condition, damage by accidental fire and casualty and reasonable wear and tear, as defined in this Article excepted. Lessor will also be responsible for maintenance of parking areas, grounds landscaping, and snowplowing. C. The phrase "reasonable wear and tear" as used in Paragraphs A and B of this Article as an exception M the obligations of the parties shall not be construed M relieve the parties of their responsibility for Providing repairs of a routine and regular nature which may from time to time be necessary within their respective areas of responsibility, nor of the obligation ro provide maintenance to the demised premises of a nature and degree ordinarily sufficient to prevent damage, breakdown, failures, malfunctions or disrepairs. The cost of the following utilities shall be included in the monthly lease amount: elecMcity, fuel oil, and water and sewer user fees. Lessee accepts all utility futures as they now exist. Ill #XhC ;li5la9]of i9:iil93:L'1 A. Ownership of permanent improvements to the demisetl Premises, which may from time to brae be made by Lessee that are affixed to the property and are an integral part of the operating systems of the structure as opposed to movable personal property, shall automatically vest in the Lessor as a consideration of the lease and rental schedule. B. Any movable personal property that may be located, erected or Installed on the demised premises by Lessee from time M 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 mid termination. Any won property not so removed within thirty (30) clays from the data of termination, shall become the Property of the Lessor be disposed of in such way as Me Lessor may deem fit. In are event Lessee elects to remove said non -permanent improvements and other personal property, the demised premises shall be returned as near as possible M their original condition 06 240 existing 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 endded to recover from the Lessee, Lessors reasonable costs incurred in removing or disposing of such non -permanent Improvements or personal property. In such event there shall be deducted from Lessors costs the fair value to Me Lessor actually realized from sale, use or offer disposition of the particular improvements or personal property concerned. Subject to the provisions contained in Article WI, the Lessee shall, upon the termination of this Lease, surrender Me quiet and peaceable possession of the demised promises. ARTICLE XVIII—UNTIED STATES NIGHTS It is understood and agreed Mat title to the leased premises is in the City of Bangor, provided, however, that the leased premises are a part of Bangor International Airport and that 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. Should Me United States of America or any agency thereof exercise any such rights in or to said premises, the exercise of such right or rights shall not be considered to be a breach by the City of any covenant or obligation hereunder. If the exercise of such right or rights by the United States of Amedwn or any agency thereof makes Impractical in Lessee's sole opinion Lessee's intended use of said premises, then Lessee shall have the right, a[ its sole option, to terminate this Agreement without further oUlgation to Me Lessor except for suc1N obligations as shall have been incurred and accrued prior to the exercise of said option. It is covenanted and agreed that: (1) If the Lessee shall neglect or fail M 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 conditioned 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 of observed within said thirty (30) day period, if Lessee falls m diligently prosecute the curing the such neglect or failure; or (3) If the estate hereby created shall be taken on execution or by other process of law; or 06 240 (4) If any assignment shall be made of the property of tlu 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 jurisdiction; or (6) If a petition shall be filed! for a reorganization of the Lessee or if she lessee shall file a petition for reorganization or for arrangements under any provision of the Bankruptcy Act now or hereafter enacted. THEN, IN ANY OF SAID CASES OUhi ABOVE (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 default hereunder, and the Lessor lawfully may, immediately or M any Ume 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 B necessary) without being deemed guilty of 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 rot 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 had there been no such terminator, and the amount being received by Lessor as rent from any new tenant or occupant of said premises. In order to mitigate Lessee's damage hereunder, Lessor agrees to make every reasonable effort to secure subsequent Whorls, at a rental equal to the then prevailing local rate for the demised premises. The Lessee shall pay to the Lessor a reasonable attorney's fee in the event the Lessor employs an attorney to collect any rent 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 the 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, proycled also that Lessee shall have failed to promptly correct the violation of any term, condition or covenant after receipt of nMlce that it is in violation thereof. In the event Lessor employs its Coy Solicitor or an assistant solicitor W collect rents or otherwise protect Lessor's interests under this Lease, "reasonable attorneys fees" under this Article shall mean the reasonable cost of services provided by Lessor's Salidtor or assistant solicitor, at the rate charged for similar services by private attorneys in the Bangor area. ARTICLE MI —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 ®6 240 prior written consent of the Lessor. In the event & an approved sublease, 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. Lessee shall have the right to assign this Lease to any corporation with which it may have become merged, consolidated, or otherwise associated, or to any corporation or holding company having Me 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. The Lessor hereby represents and warrants that it has taken all necessary pindm al and legal steps as required by federal, state, and local laws and regulations for the purposes & authorizing the execution of this agreement and that execution of this agreement by the City of Bangor City Manager renders this agreement a valid and binding document of the part of the Lessor and that the same Is fully enforceable In all of Its terms and conditions by the Lessee. Lessee hereby represents and warrants that d has taken all necessary procedural and legal steps as required by federal, state, and local laws and regulations, and all necessary corporate action to authonze the execution of this agreement by its undersigned corporate officers and that upon such execution this agreement is a valid and binding document & the Nit of the Lessee and that the same is fully enforceable in all of is terms and conditions by the City & Bangor. Fallure on the part of the Lessor to complain & any action or oonaCtloo 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 here& by Lessor, shall be construed as a waiver of any other provisions hereunder, and that a waiver at any tlme & any & the provisions hereof shall not be construed at any subsequent rime as a waiver of the same provisions. The approval of Lessor of any ad ion by the Lessee requiring the Lessors consent or approval shall not be deemed to waive or render unnecessary the Lessors consent or approval of any subsequent similar ad by the Lessee. 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: Airport Director Bangor International Airport 287 Godfrey Boulevard Bangor, Maine 04401 06 290 Notices to Lessee are to be sent by registered or cerdfed mail, return receipt requested, postage prepaid, addressed to: Legal Department World Airways, Inc. HILL Building 101 World Drive Peachtree, GA 30269 With a copy to: Contracts Department World Alrways, Inc. HLH Building 101 World Drive Peachtree, GA 30269 a to such other respective addresses as the parties may designate to each other in writing from time to time. If any term or provisions of this Lease or the application thereof to any person or circumstances is hereafter determined to be M any extent Invalid or unenforceable, the remainder of this Lease or the application of such terms and provisions W persons or circumstances other Man those M which R is held invalid or unenforceable shall not be affected thereby and such term and provision of this Lease shall be valid and be enforceable to the fullest extent pennittaxJ by law. ARTICLEXXVI—CONS UMON The headings appearing in the Lease are intended for convenience and reference only, and not to be considered in construing this Leare. ARl XXVII— NO PARTNEERSHIP OR JOINT VENTURE CREATED Nothing contained herein shall be deemed or construed 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 not any ads of the parties shall be deemed to create any relationship between the pardes other than the relationship of landlord and tenant. ARTICLE XXVIII—GOVERNING UW 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. 06 24G This Lease wntains all the terms and wndNons between the parties hereto and no alterations, amendments or additions hereto shall be valid unless in writing and signed by both parties hereto. IN WITNESS WHEREOF, the parties hereto have set Meir hands and seals the day and year written above. CRY OF BANGOR Date: _._.___.___.__ B. Wihwss Rebecca L. Hupp, A.A.E. Its Airport DireC[Or WORLD AIRWAYS Date: By: Witness Marles P. McDonald aid Operating Officer