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HomeMy WebLinkAbout2004-07-26 04-233 ORDERCOUNCIL, ACTION Item No. 04-233 Date: July 26, 2004 Item/Subject: ORDER, Authorizing the City Manager and/or Airport Director to Execute Indenture of Lease Agreements for the Tenants at the T Hangar Facility, Building 124, BIA Responsible Department: Airport - Commentary: The Hangar Facility is comprised of 10 individual bays, each requiring separate agreements. This Order will authorize the execution of lease agreements in a form acceptable to the City Solicitor. Rebecca L. Hupp Department Head Managg's Comments: p"7�ry S CityManager o Associated Information: Order, Copy of Lease Agreement Budget Approval: 1104e.1 Finance Director Legal Approval: 7/7 Ci solicit Introduced for _x Passage Consent _ First Reading _ _ Referral Page _of_ M-233 Assi�to Councilor 6ratvlek Jul] 26. 2004 CITY OF BANGOR (TITLE.): Order,Authorizeu the OW Manager and/orliie Ai Di r cu Exete Indenturea Leamenta forthe T flanswarFacility. BuildiI By Dee Gly Courts/ of the City of Bar yon: ORDERED, WHEREAS, in May 2009, the City of Bangor, Maine, Airport Department assumed ownership of the Aircraft Storage Hangar Facility Cr Hangar); and WHEREAS, the T Hangar Facility Is comprisetl often (10) individual bays; and WHEREAS, each bay and tenant will require a separate lease Agreement. NOW, THEREFORE, BE R ORDERED V THE Q COUNCIL OF THE CM OF BANGOR, THAT the City Manager and/or Airport Director's authored to execute Indenture of Lease Agreements, In a farm acceptable to the City Solicitor, as shown attached for the tenants at the T Hangar. IA CITY W CIL July 26, 2004 Passed # M-233 CI CL O 6 0 6?X (TITLE,) Auimrimdng the city navger avd/art a rpoct eccor Indenture of Lease Agreement for the -T Omgee e3 a WNe8 12,e all Pui,nearocomndlo, CX k 8 06-233 of jThis Indenture of Lease, executed in duplicate, is made and entered into this 15- 1/:; 20 O�, by and between: CM OF BANGOR amuvicipal corporation orgveized and existing under the laws of the Side of Maine, and having its principal offices d 73 Harlow Sleet, Bangor, Maine (hereinafter "Lessor and T SRUG�_C--PthsAgscK-_-.—_— Havmg aplaceofbusinessin eLls WMM M&igg- _ _. (herehna$er Lessee') _.. . WHEREAS, the Lessor is the owner of land and an aviation hangar at Bangor International Airport in the City of Bangor, Coudy of Penobscot, and State of Maine; and _Tc WHERBAS, BRulaee L>_. PMii-duck-.__i dd'ves to lease ahangarto house its avcreft; NOW, THERBFORF, in consideration of the extra herein reserved and concourses contained herein, the CITY OF BANGOR hereby leases to�_� E PNt�ereac the premises described below upon the foBdwing tams and wndiriuns: -r The Lesser, for and in consideration of the rents to be paid and the obligations to be performed by Lessee as hereinafte provided, does hereby demise and lease unto Lessee, and the Lessee does hereby take and hire, upon and subject the terms end conditions hereinafter expressed, the following described pwnim located off Texas Avenue, in the Bangor International Airport in the City of Bangor, viz: ' "' 6qy 2VY_ ofBuiJ, jug/%77._ (also ¢npwq as the T Hajngaf), as shown in ExhilshA, said Bay consisting ofapproxinrtely _ 1,25Q Krone feet. Bxhibll A is attached bsrebr and beTeby nl=omprand by rydan ce. ARTICLE 11- TERM OF LEASE TOHAVEAND OaH�LB the�demises andunesuarrithego Le fortlrsLee ee�5of five (5) years, wmmweing on , S" cle Xl below. on , 31 unless sooartumivafed iv 'th Ankle XlX below. L LESSEE shall pay rent to Lessor the amount of 4'a; am b per year, payable in tvelve(12) installments of ,7-5Ci. rDfor�npancy of dm demisedprmd ,wbepadonthefnstdayofeachmon*,w odlp ordemmdtbttef. . Renal rate will be adjusted based on the Consumer Price Indcc at the 3e month ARTICLE N - UTILITIES Lessee shall pay the cast of all int hies famished and consumed on the demised premises. Lessee understands that electricity is the only utility furnished on the demised premises. Lessee accepts all utility fixtures as they now wast. All new utility fixtures shall be installed and maintained by Lessee. Lessee is responsible for all rubbish removal. ARTICLE V -USE. OCCUPANCY AND ALTERATIONS TO PREMISES A. Lessee shall bran the right to use, occupy and maintain the detained promises in commodity busivessWm, careful, clean and reasonably safe mmaer for the purposes of parking an aircraft owned or operated by Lessee and the storage of parts and materials for use in the operation of said airs aft R. Lessee is entitled to park the mound outside the bacon at no east, providing no other aircraft occupies the leased space. Lessor iwe wthe right to charge parking has for additional aircraft housed outside of the locust when another aircraft occupies the leased space. C. kdamrevmce activity shall be limited in minor repairs. Major repairs such as airframe or engine overhaul, spiny painting (other thata minor'Youch ups') is prohibited. D. Lessee may park up to two(2)vehicles in the' GA Pairing Lof', located adjacent to Building 123, on an overnightbasis. Emending parking (i.e., more than fve nights) must be reported to the Airport's GA staff. Lessee hereby acknowledges that Lessor is not responsible Im ivy vehicle in the GA parking lot. E. Lessee may ubdan approval for ramp access for one vehicle from the Airport Deportnent. Such vehicles must display the issued decals m all timawhen used within the Airport's seemed area andmay not be operated outside ofthe immediate vicinity of Building . Said vehicles must also be operated or be under the control ofaperson authorized by the Airport Delammen[ to operate Airport access gales. Said vehicles' access shall be limited to Gate 11. Notwithatanding any other insurance coverage required by this Lease, the owners; of said vehicles shall cease to be finished in the Lessm, at the time of application for romp access, evidence in the form ofcor ilicata ofinsurance of the existence in force of a minimum of $I,O OWOofliability insurance coverage Per vehicle. Said certificates shall name Lesser as an additional insured and loss payee. Lessor shall be notified of my change in discoMmuanca of coverage. Lessor agrees to promptly notify said owners ofvehicles in writing of the existence or 0 -233 filing of any claim, demand or action arising out of an occurrence covered hereunder of which Lessor has knowledge. F. Welding equipment, pressurissd an systems, painting equipment, flammable liquids in containers larger than one (1) titer each or five (5) liters aggregate, any equipment or appliances designed to operate with an open flame, and any other items that pose any fire danger are prohibited from being stored in the leased area without prior warren approval by Airport raaoagemeal G. Any and all electrical power or heating equipment used in the leased area must be UL approved. H. Lessor shall be responsible for the removal of snow from all am within the Airport's security fence and within five (5) feet of the leased area and for the sanding of iced apron areas within five (5) feet in front of the leased area. 1. Lessee shall have the right to make aherations and mprovemmU 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 integi y of the buildings, nm decease its fanctionsl quality or value, and further provided that my such work shall be done enthely athe Lessee's own expense and will include retuning disrupted surfaces on a serviceable and attractive condition. 1. No signs; shall be allowed on the demised premises. K. Lessee shall notuse, occupy or maintain the demised premises in my manner so as m violate my municipal, state or federal law, regulation or cml , and in particular, regulations of the Federal Aviation Administration relating to the operation of Bangor Intavational Airport as a public airport. Lessee shag make a good faith effort to inform its ernployees and visitors of the rules and regulations of Barger International Airport. L. Lessor, duough its agents, shall have at all reasonable ares the right, upon reasonable notification to the Lessee, to go on and inspect the premises with an authorized represenmave of the Lessee, and the right of access to utility systems located on the premises, for inspection- For purposes of this paragraph, "reasonable mfificaaon" shall includeany actual notification to date of inspection. "Reasonable limes"shag mem my thin during Lessee's regular businass hours, or during normal weekday business hours if Lessee shall cease operations or shall maintain other than warned business hours. Lessor reserves the right to effect emergency repairs to my utility systems located on the demised premises at any fire, without prior notice or with such notice as is reasonable given the nature of the energemy concerned, and to have access for this purpose. A TICLE VI -HAZARDOUS WASTE Lessee bereby covenants and agrees that it shall not, during the terra of this Lease, including my extension or renewal hereof, permanently piece, cause to be placed, deposit or dischmge my hazmdous wale upon We demised premises, or upon any other portion of Lessor's Bro gor International Airport, and father expressly agrees that it shall indemnify Lessor from my and all cosh, expense or liability, of whatever kind or mime, inured by the Lessor in detecting, evaluating, removing, treating disposing of or otherwise responding to any h8Tffidous west¢ placed or deposited in violation of this Article. Lessee hereby covenamS and agrees that it shall not, during the term ofmis Lesse, including my extension or renewal hereof, violate my local, state or Federal regumiory ordinance or statute pertaining to hazardous waste or intendants material and funhx expressly agrees that it shall indemnify Lessor from any and all costs, expense or liability, of whatever kind or nature, incurred by the Lessen for any such violation. Such costs shall be deemed to include, without limitation, Lessor's costs of defending my and filed by any person, entity, agency, or govemmentul authority; paying any fines imposed in settling my damage claims complying with any order by a court of competent jurisdiction directing the Lasser to take remedial ration with respect on such waste; and of all associated attorney's fees and coats. For the purposes of this Article, the term "hazardous waste'shall be deemed to include every, substance now orbereafler designated as aha ardous waste under any provision of State or Federal law. Lessee's obligations under this Article shall be deemed to survive the expiration or termination of this Lease. The Lessee, during the entire term of this Lease, or any extension hereof, including my holdover fenamy following regular expiration or early lamination hereof, shell maintain, 9 its sole expense, insurance mthe type and amount shown below with companies authorized to do business in the State of Maine for the protection of Lasser against any and all liability, including wrongful death, against all claims, losses, costs or expenses arising out of injuries to persons wbefurr or not employed by Lessee or damage in property whether resulting land 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 pan or portion tbereof. Lessee shall cause to be furnished to the Lessot, 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 Lessor as an additional insurN and loss payee. Lessor shall be notified of my changes or discontinuances of coverage. Lessor agreesto promptly notify Lessee in writing of the existence or filing of my claim, demand or action raising our of an occurrence covered hereunder of which Lessor has knowledge, and to cooperate with I essm in the investigation and defense thereof The minimum insurance coverage required under Us Article shall be deemed to be automatically adjusted whether the Maine State Legislature shall increase the Lessor's maximum liability beyond such mrvimums for personal injury, wrongfrl death or property damage claims brought under the Maine Tort Claims Act. in the event of such an increase, the minimum M-233 insurance coverage cegvmed shall be no less than the amounts required herein or no less than the Lessor's maximum barbty for such claims under the Maine Tort Claims Ac4 whichever is greater. Type Amount Liability $400,000.00 Lessor shall maintain comprehensive liability msmance coverage for the building, but shall not be held responsible for any harm or damage caused by an "act of Gad", including, but not limited 0, unusual wind storms, floods, earthquakes, and snowdce storms. During the term of this Lease and during my extensions or renewals hereof, including . my holdover tenancy fillow g regular expiration or early termination haircut Lessee shall defend, indemnify, save and hold Lessor, and its inhabitants, officers, employees and agents completely hornless from and against my and all liabilities, losses, suits, claims, costs, expenses, judgments, fines or demands arising by reason of injury to or death of, or assented by, my person or persons, including Lessee's agents, clients, invitees or employees, or damage to my property, including all reasonable cons par investigation and defense thereof (including but not limited to mtomeys' fres, court costs, and expert witness fees), of my nature whatsoever arising our of or incident to this Lease and/or the use, occupancy, conduct, or management of the demised premises or the acts or omissions of Lower's officers, clients, agents, employees, contractors, subcontractors, becomes. or invitees, unless such injury, death, or damage is caused by the negligent acts or omissions of the Lessor, its agents, employees, clients or invitees. The Lessee shall give to Lessor reasonable notice of my such claim or actions. The Lessee shall also use counsel reasonably acceptable to Lessor in carrying out its obligations under this Article. During the two of this Lease anti during my contusion or renewals hereof, including my holdover company following expressly agrees that it will defend, indemnify, save and hold Lessor hornless Eon any pad all chains made or inserted by the Lessee's agents, servants or employees arising on of the lessee's activities ander this Lease. For this ouroose. Lessee under applicable law as to any and au clams of arty person made or asserted against Lessor arising out of Lessee's use and occupancy of the demised premises or other activity of Lessee under this Lease The lndenmfiemon provided under this Article shall extend to and include army and all costs incurred by the Lessor m ansuer, investigate, defend and settle all such claims, including but not limited to, Lessor's costs for attorneys' fees, expert and other witness fear, the cost of investigators, and payment in full of my and all judgments rendered in favor of the Lessee's agents, invitees, licensees, clients, servants or employees against Lessor in regard to In exercising the rights granted order 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 ow, or purport an set as an agent, cuntracmr, co-parmer,joimventme or employee of Lessor. ARTICLE IX -RULES REGULATIONS AND LAWS A. The premises bottom leased are located upon the property of the Lessor and =oNylno wBangorlmernatioml Airport Therefore,the Lesseeherebyagreestoobey and observe, and on cause all persmmel employed by the Lessee to obey and observe all municipal ordinances, and State and Federal laws peal g to the demised premises. ]n addition, Lessee shall obey and observe all masmuble orders, rales and regulations of the Airport Director not inconsistent with this Lease or with the aforesaid rules and regulations which are uniform, and apply to all Lessees, invitees ad users of the Airport and their employees. B. Lessee will not use or permit to suffer the we of the leased property in such moment as to create electrical inter ce with radio contaminations between any install men upon the Airport and sircmft, or as to make it difficult far flyers to distinguish between Airport lights and others, or as m impair visibility mthe vicinity ofthe Airport, or as otherwise to endangerthe landing, taking off ormaneavexing of aircraft. Further, Lesmr remora arigbtfm thepassage of aircraft tomerrah" being defined as my contrivance now known orhaaafter invented, used or designed fir navigation of or flight in the air) by whomsoever owned and operated, in the airspace above the property above 342.4' MSL, to an mature height together with the vibrations, fomes, dust, fuel particles and all other effects that may be caused by the operation of aircraft landing at or takeoff from or operating at or on the Airport and Lessee does hereby fully waive, remise mad release my right or cause of action which they may now have or which they may have in the fugue against Lessor due to such noise, vibrations, manes, dust, fuel particles, and all other effects that may be owned by the operation of aircraft landing at or takeoff from or operating m or on the Airport. ARTICLE X - NOISE CLAIMS The Lessee specifically agrees to make no claims in my form for damages or reimbmsemmm ea the Lessor or to the United States Govemmem for my reason or cause resulting from noise amended from airport now. ARTICLE XI-TAXFS The Lessee agrees to pay, when due, my and all taxes and/or assessments, fees or charges of my load whatsoever, as may be imposed during the term hereof, or any extension of the team of ibis Lease, by my goverum nawd authority upon the demised premises, including Lessee's leasehold interest therein, my structures, or improvements thereon, or any personal property located therein. It is expressly agreed that inch taxes and assessmerris shall include all amounts levied as real estate faxes upon me demised premises by the Lessor acting in its guvemmemal privileges of exemption from taxation on the demised premises, or sracmres, or improvements thereon, or an any personal property located therein arising due to public ownership of the demised premises by the City of Bangor, or otherwise provided, however, nothing herein shall in M-233 any way prohibit the Lessee from exercising its rights under the law ro contest the amounts of such acres, assessments, charges or fees Leases also waives all tights under 36 M.R.S.A. § 556 to retain taxes paid by it out of rentals established under this Lease. ARTICLE XII- NONDISCRENINATION Lessee for itself, its personal representatives, successors in imerem and assigns, and w par[ of the considerations hereof, does hereby covenant and agrce that (1) no person or group of persons shall be excluded fiom the demised premises or from employment on the grounds of race, religion, color, gender, age, familial across, national origin, or physical or mental disability, or many other matter prohibited by law, from participation ny 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, stmcturea ora over rounder 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, gander, age, harmful strips, 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 w rebound by relevant provisions of Federal, Sante and local laws, regulations or ornateness; provided, however, thffi Lessor shall make necessary improvements to rove unit per building on the demised premises necessary to pmvide disabled accessibility prior to use and occupency by Leases. In the event of breach ofany ofthe above nondiscrimination covenants, the Lessor shall have the right, after failure ofl.essee an rectify such breach within thirty (30) days after receipt ofnotice from Lessor, to terrnivste this Lease. provided, however, that Lessor shall not have the right to contribute 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. The Lesser, subject to the terms end provisions of gas Lease and on payment of the rem, and observing, keeping and performing all the terms and provisions of the Lease on it pact to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold, occupy and enjoy the demists premises during the term hereof without hindrance or rejection by the Lessor or any other persons. ARTICLEX -LIENS '£he Lessor and the Lessee agree that each will promptly discharge (either by payment or by filing of the necessary bond or otherwise) my mechanics', materialman's or other linos against the demised premises, my buildings, structures or improvemanrs thereon, which liens may arise out of my payment dm for labor, services, materials, supplies or equipment which may have leen thrashed to or for the Lessor the Lessee, respectively. ARTICLE - MAINTENANCE AND REPAIRS A. Lessee shall, at its sole expense and cost, throughout the term hereof or my extension, keep and maintain the demised premises including building fixtures, equipment, doors, windows, passageways and interior point surfaces in good order and repair, and in honorable condition, damage by accidemalf and casualty and reasonable wear and mamas provided for in this Agreement, excepted. B. The phrase"removable wear and tear"used in paragraph A of Us Article as; an exception m the obligations of the Lessee shall not be commuted to relieve Lessee of the responsibility for providing repairs of a routine and regular nage which may from time to time be necessary, my to provide mamtenavice to the demised premises of nmue and degree ordinarily sudciam to prevent damage, breakdown, failares, malfunctions or disrepair, nor shall any exception or special provision of this Agreement be construed to mem that Lessor would be required to carry out maintenance and regain no the premises. Lessor shall, m its sole expeme, be responsible for mormarvarea and repairs m the premises. Lessor shall, at its sole expense and cost, throughout the tem bereofor my extension, be responsible for the repay and removal of mymbestosinthedeatisedpremises. Lessor assumes all liability with regaidm said asbestos, excepting my claim arising from Lessee's negligence. A. Ownership ofpermanent impmvemero to the demised promises, which may from [drew time be made by Lessee that are affixed to the property and are an integral part of the operating systems of the structures as opposed to removable personal property, shall automatically vest in the Lessor as a consideration of the lease and rental schedule. B. Any removable pmsoml 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 me Less«, and, upon termination or expiration of this Lease, Lessee shall have the right to remove the same from the demised premises within thirty(30) days of said termination. Any such property not so removed whirrs thirty (30) days from the date of truncation shall become the property of the Lessor to be disposed of in such way as it may deem fit. In the event Lessee elects to remove said improvements and other personal property, the buildings and land appurtensnt thereto shall be returned to as near as possible their conditions as at the commencement of this Lease, damage by accidental fire and casualty and reasonable weer and mar excepted. C. In the event Lessee shall fail to remove my non -penmen[ improvements or other personal property within thirty(30) days from the date oftem enation or final expiration of this Lease, Lessor shall be entitled to recover from the Lessee, Lessor's reasonable costs incurred in removing or disposing of such ren -permanent improvements or personal property. In such event, there dull be deducted from Lessor's costs the fain value to the Lessor actually realized from sale, use or other disposition of &a particular improvements or personal property cencemed. M-333 —1 Subject to the provisions contained in Article, the Lessee shall, upon the tetrunarion of this Lease, surrender the quiff and peaceable possession of the demised premises. It is understood and agreed th0 rifle to the demised premises is in the City of Bangor, providd, however, that the demised premises are a pmt of Bangor International Airport and this Louse is specifically made subject to any rights the United States of Acadian or my agency thereof may have under my regulation, law, deed or other existing agreanent in or to the leased premises and may exercise in tegardto said premises aM should the United Stutes of America or my agency thereof exercise any such right or rights W or or said prmdses, the exercise of such rights shall not be considered to result in a breach by the Lessor of my covenant or agreement hereunder. In the event that ilia United States of America or my agency thereof exercise my such right or rights in or m said premises, and the exercise ofsmh right orrights makes impractical in the Lessee's sole discretion Lessee's intended use of said premises, Iben Lessee sballhave the right 9 its option W torstnatc this Agreement withoW furWerobligmion to the Lessor except for such obligations as shall have been incurrM and accrued prior to the exercise ofsaidoption. ARTICLE XC( - TERMINATION It is covenanted and agreed that: A. By Lesson (1) If the Lessee shall neglect or fail to pay the rent or otter charges payable hereunder and such default shall continue for a period oftm (10) days after written notice thereof by Lessor; or (2) If Lessee shall neglect or fat to perform or observe my of the other covenants, roans, provisions or conditions on its pari to he performed, or observed, one such neglect or future shall continue for aperiod of thirty (30) days after written notice thereof by Lessen, or Ssuch covenants, terms, provisions or conditions cannot be performed or observed within said thirty (30) day period, if Lessee fails to Migendy prosecute the curing of such =gleet of failure; or (3) If the estate hereby created shall be room on execution or by other process of law; or (4) If my assignment stiell be made of the property of the Lessee for the benefit of creditors; or (5) If a receiver, gumdian, conservator, or trustee in bankruptcy or other similan officer "I be appointed to hike charge of or my substantial par[ of the Lessee's property by a Court of competent jurisdiction; then the Lessor lawfully may, immediately or at any time thereafter, and without demand or notice, enter into and upon the said premises or any part thecof, 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 order it and remove its or then effcets (forcibly, if necessary) without prejudice to any remedies which might otherwise be used for arears of rem or preceding breach of coveramt, and upon may as aforesaid, this Lease shall terminate, and the Lessee covenants and agrees to pay and shall be liable for the days originally fixed herein for the payment thereof, amounts equal the severd hnmllmenis of mars and other charges reserved as they would, under the terms of this Lease, become due if Jus Lease had not been terminated, or if the Lessor had not entered or reentered as aforesaid. Notwithstanding the foregoing, Lasser's liability shall not exceed the diff nce, if any, between the rental which would have been due for such month had there been no such [errmination, and the amount being received by Lessor as rem from occupants of said premises. In order m mitigate Lessee's damages hereunder, Lessor agrees to make every reasonable effort to secure subsequent Lessees, at a rental equal to the prevailing local rate fm the cleansed premises. Upon any termination under this Article, the Lessee Ault vacate the premises in accordance with the terms and conditions hereof and with all due speed; and within thirty (30) days after such termination, the Lessee shall pay to the Lessor all sues due from the Lessee to the Lessor hereunder prior m temdmation. B. By Lessee: iris Lease shall be subject to temlromion by the Lessee in the event of the foLLowing: rfthe Lessor shall default in the performance of my afthe conditions and coveranis of this Lease to be kept and observed by it and such default shad not be remedied within a period of thirty (30) days alter writren notification by the Lessee to the Lessor of the existence of such default. ARTICLE XX -ATTORNEYS' FEES The Lessee shall pay to the Lessor a reasonable attorneys' fee is the event the Lessor employs an attorney to collect any reefs due hereunder and secures ajudgment in comncamn with the collection of said rent, or legal process is levied upon the interest of the Lessee in this Lease in in said premises, or in the event Lessee violates any of the terms, conditions or covenants on the pan of the Lessee herein contained, provided that Lessee fails to promptly correct the violation of my tam, condition or covenant after receipt of notice that it is m violation thereof. In the event Lessor employs its City Solicitor or an Assistant City Solicitor to collect reins or otherwise protect Lessm's imemsts under [iris Lease, "ressomble attorneys' fees" ander this Article shall mean the reasonable cost of services provided by Lessor's Solicitor or Assistant Solicitor, at the rate charged for similar services by private attorneys m the Bangor area. ARTICLE XXI-ASSIGNMENT SALE AND SUBLETTING The Lessor shall not at my dope assign, sell, convey or trensfer this Lease many interest therein, or sublease or sublet or ren[ the premises, or my part thereof, without the prior written coned of the Lessor. All provisions of this Leaseshall extend in, bind and inure to the benefit of not only the Lessor and Lessee bun also then successors and assigns. to no event shalt the Lessee named herein be relieved from any obligations under this Lease by virtue of my assignment or subletting. Lessee shall have the right to assign this Lease to my entities with which it may have become merged, consolidated, or otherwise associated or many corpmatim or holding company having the mounding interest in the Lessee, or to my corporation which may, be a subsidiary of the Lessee. To no event, however, shall the Lessee named herein be relieved from my obligations under this Lease by vume of my salt assignment or subletting. ARTICLE XXII - WAIVER Failure on the pan of the Lessor to complain of any action or non -action on the part of the Lessee no matter bow long the same may random, shall neva be deemed to be a waiver by the LessorofarryofLessor'stiginficumnd".. F miter,itiscoveoaulN aWreM nowaiverat any tune of my of the provisions hereof by Lessor, shall be wrapped as a waiver of my other provisions hereunder, and that a weaver 9 my time of my of the provisions hereof shall not be construed at my subsegmenttime as a waiver of the same provisions. The approval of Lessor or of my action by the Lessee requiring the Lessor's consent or approval shall not be deemed to waive or render mmecessary the Lessor's consent or approval of my subsequent similar act by the Lessee. Notices to the Lessor provided for in this Lease shall be sufficient if semi by registered or certified mail, retain receipt requested, postage prepaid, th: City of Burger Attu: City Manager '/3l Iow Sheet Burger, Maine 04401 11 04-233 with a copy, to Airport D'nectm, 287 Godfrey Boulevard, Bangor, Maine 04401, and notices to Lessee are to be sent by registered on: certi5ed tend, return receipt requested, postage prepaid, addressed to: a to such other respective addresses as the parties may, designate to each otter is writing firm time to time. ARTICLE )DUV - INVALIDITY OF PARTICULAR PROVISIONS If any tern or provisions of this Lease or the application thereof to any person or umsmoces is hereafter detern dby a court of compe[entjurisdiction to be to any extent, invalid or menfie ceable, the remainder of Us Lease or the application of such teras and provisions to persons or csrcums[mces other than those to which it is held invalid or menrceable shall not be affected hereby and such tern and provision of Us Lease shall be valid and be enforceable to the fullest extent permitted by law. ARTICLE -CONSTRUCTION The headings appearing in Nis Lease are intended for convenience and reference only and not to be considered in construing this Lease. ARTICLE=1-NO PARTNERSIBP OR JOINT VENTURE CREATED Nothing contained hueiv shall be deemed or construed by the parties hereto, net by any third party, as creating the relationship ofprinapal and agent or of partnership or ofjond venue between the parties, it being understood and agreed that neither the method of renegotiation of rent nor my other provision contained herein nor any acts of the parties shall be deemedon create my relationship between the parties hereto other data the relationship of landlord and teneat ARTICLE 11 -GOVERNING LAW This Lease shat he governed exclusively by the provisions hereof and by the laws of the State of Mama, as the are may from time to time exist. This Lease contains eft the terms and conditions between the parties berate and no alteration, amendment or addition hereto shall be valid unless in writing and signed by both parties hereto. 12 ARTICLE IX- AUTHORITY TO ENTER INTO AGREEMENT The Lessor hereby represents and warrants that it has taken all necessary procedural and legal steps as requited by federal, ware and local laws and regulations for the purpose of authorizing the execution of this I.ease and Naz execution of this Lease by the City Manager renders this Lease a valid and binding document on the part of the Lassa and the same is fully enforceable in all of its tams and conditions by the Lessee. Lessee hereby represents and warrants that it has taken au necessary procedural and legal steps as required under all slate, local and federal laws and regulations, and all necessary corporate action, to authorize the execntion of this Lease by its undersigned corporate officers and that upon such execution this Lease is a valid and binding document an the part of the Lessee and is fully erSarceable in aR of its terms and conditions by Lessor. IN WHNM W[WREOF, the patties hereto have set their heads and seals the day and year first written above. MYOFBANGOR iNess �' By. Edward A. Barrett Its: City Manager MIT-VIffills'd PENOBSCOT, w. c� i 2UQy Then personally appeared the above-named Edward A. Banett, in his capacity as City Manager, and acknowledged the foregoing iretTun nt m be his free act and deed in his said capacity, and the free act ancl deed of said body oorpomte. Before me, (�� oj. Not ry PublidAttomey-at-Law Printed Name: TERRILEECOREY . NOTARY PUBLIC • MAINE' MYCDIMMISSION EXPIRES DECEMBER 12;2010.. STATE OF ,34. V�♦ 2\ 20 C4 Th®personally appeared the above-rlmted 0... .. v_ D\.\e�,..a .mWACT capacity as L• .o . and acknowledged the foregoing instrument to be Mather free act and deed in his/her said rapacity, and the Lose act and deed of said corporation. Before me, 2L.,l A Notary Public/AXaEErepaC Printed Name" EIVY. ,. C�evn 14