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HomeMy WebLinkAbout2001-12-10 02-54 ORDERCOUNCIL Item No 02-54 Date: December 10. 200 Item/Subject ORDER, Authorizing the City Manager to Execute an Indenture of Lease with the University of Maine System Responsible Department: Legal On December 17, 1970 the University of Maine System and the City of Bangor entered into a thirty year lease for land adjoining the anent Bangor Campus of the University of Maine at Augusta. The lease provided for rem of $1.00 per year and an option to renew for an additional thirty years. In 2000 the City and the University began negotiations for the swapping of land and the renewal of the lease only as It relates to that parcel containing the Chancellors and other University Offices. As negotiations continued the original lease was extendetl several times. This Order will approve a 30 year lease with the University of Maine System for only the parcel containing the Chancellors and other University offices. An important provision of the lease is that the Chancellors Office remain In that location. Department Head Managers Comments: City Manager Associa�! madon: v Budget Approval Finance Director Legal Approval: City Solicitor lntmdu0e0 for v Pamge First Rending Page 1 of 2 Referral A iipudwCouhclbr 4emhl Dece ei 10,2001 CITY OF BANGOR (TITLE.) ORDER, Authorizing the City Manager to Execute an Indenture of Lease with the University of Maine System By Nie oty CNK# Ofine Cry Of%vgion ORDERED, THAT the City Manager is hereby authorized, on behalf of the City of Bangor, to execute an Indenture of Lease with the University of Maine System. Said Lease shall be in a form approved by the City Solicitor's Office and substantially in the farm as on file with the once of the City Clerk. Id CITY COUNCIL December 10, 2001 Motion Made ara recorded for Passage Passed CI CLAR 0RD RR (TITLE,) Authoriaisg the city eranaRer to Everett an xraevcrre of Lease vlch the University of Raine system Assigned to Councilor r{� / m _' 02-54 INDEN'T'URE OF LEASE ,, (�,, �q22 TRIS INDENTURE OF LEASE, executed this'ut�%VrtfM ,2W.. by and betueem v l CffY OF BANGOR, a municipal exclamation duty organized red existing under and by virtue of the Im ofcheSbte of Maine, and having its principal offices a 73 Endow Street, Burger, Mame thereinafter sometimes referred on as"Lessor") AND UNIVERSITY OF MAINE SYSTEM having a place of business at 107 Maine Avenue, Bangor, County ofPenobson, Stare of Maim (hereinafter structures referred to as 9<ssee") WITNESSETH: WHEREAS, the Lessor is the twee of the premises hereinafter described by video of reversionary clause in adeed dated December 29,1942 tram the City of Bangor to the United States of America and recorded in Volume 1205, Page 345, Pembsom Registry of Deeds; and WHEREAS, Lessee wishes to lease a certain parcel of land in the Maine Business Enterprise Pak to continue to operate and one an existing building as the University of Maine System's Chancellor's Office and other uses as authorized herein; and! NOW, THEREFORE, the parties do mutually agree as follows: ARTICLE I -PREMISES The Lessor, for and in consideration of &a renin an be paid and the obligations to be perfortced by Lessee as hereinafter provided, does hereby demise and lease one Lessee, and the Lessee does hereby take and lease, upon and subject to the terms and conditions hereinafter expressed, a parcel of land described as follows: Beginning a a M6 rebs on the east side of Maine Avenue at the nodhwed comer of Lot 92 as show on aplan tided "Maine Business Enterprise Perk `amended' Subdivision Plan" dated September 3, 1991and on file in the City Engineer's office file ASD -164; theaceN 9°45'53" W, by and along the cast side of said Maine Avenuq four hundred thmy-two and three one hundredths (432.03) feet to a granite monument; thenceN 9046'08" W seventy-one and three tenths (71.3) feet to a granite mo iumenk thence northerly, by and along carve to the right with a radius of one thousand eight hundred sixty-nine and eight"ix me hundredths (1869.86) fee, by and along Kleine Avenue, twe rtysir and ninety -Eve one hundredths (26.95) feet to a point; thenceN 79040'25" E four hundred can and ninety-eight one hundredths (410.98) feet to apoint; chance S 9'45'53" E five hundred thirty-three and ninety-six me hundredths (533.96) part on a g6 =bar at the northeast earner of said Int p2; thence S 80014'07" W, by and along the north line of said W k2, fourbuod,ed eleven and twenty-seven we hundredths (411.27) feet to the point of beginning. EXCEPTING AND RESERVING Gam the above described penal a thirty (30) foot utility access easement by and along the meat line of said parcel. ARTICLE H -TERMS TO HAVE AND TO HOLD the demised preemses unto the Lessee for a tum oftbirty (30) years commencing December 11, 2001, and commuting on December 10, 2031. ARTICLE E - COMPUTATION OF ANNUAL RENTAL ARTICLE N -USE, OCCUPANCY AND ALTERATIONS TO PREMISES A. Lessee shall use, recopy and maintain the premises herein demised for the University of Maine System's Chancellor's Office and University offices only, and for no other purposes whatsoever without the prior expressed written women of the Lessor. H. Lessee shall not use, occupy and maintain said premises in my amount as to knowingly violate my law or regulation of my duly constituted govemaemal authority including Part 77, Federal Aviation Admimsbation Regulations. C. Lessor, through itsagents, shall have at all reasonable times the right to go upon and inspect the demised premises with an authorized representative of the Lean. D. Maim sue and repro of all swirmy sewer mains and external swam lines presently inorabowthepremiu sWbeproviddattheexpeoseofrhelzs.aur. Mainlmmceandrepair of 01 storm drains end sanitary sewer lines for individual buildings presently in or about the premises shall be provided at the expense of the Lessee. E. Maine Avmua, wnstioting one boundary of the lensed premises is an accepted public way, and the Lessor shall is own expense maintain Maine Avenue and provide atoms thereto and thereon five and clear of mow, ice and other impediments to vehicular and pedestrian tmffiS subject, however, to the rules and regulations of me Airport Director and my duly wnstituwd governmental authority. Losses a its ower expense shall maintain ull such other streets and roadways in or about the leased premises and shall provide access therein five and clear of mow, ice and other impediments to vehicular and pedestrian traffic F. tessee, at its oven expense, agrees to provide upon the premises at all reasonable times =only forces which the Lessee deems necessary or adequate for protection of the public and flue premises herein leased. Members of the Bangor Police Department shall have the right and permission to eater upon the promises and any buildings thereon without liability for trespass and take whatever action may be necessary and Proper to enforce the Ordinances of the City of Bangor and the laws of the Some of Maim, Nothing herein shall be construed by Lessee as requiring the Bangor Police Detainment m patrol the mea included within the demised premises. G. Lomas acknowledges ihd it has examined and is aware of the prewar condition of the demised premises and that po representations as m said premises or the condition thereof was made by the lessor or anyone on its behalf prior to the execution of this agreement Iessce shall maiotem all holdings upon said premises to asafe end habitable condition, provided, however, the if one or mom of the buildings is destroyed by fire or other casualty this lease or say extension thereof may be terminated by the Lessee by written notice to be given to the Lessor. ARTICLE V-DAZARDOUS WASTE Lessee hereby covenants red agaves that it shall not, during the tars of this lease, including my extension or renewal hereof, permanently place, ounce to be placed, deposit or discharge my hazardous waste upon the demised premses, and frther expressly agrees that it shall indemnify Lessor from my and all costs, expense or liability, of whatever kind or nature, incurred by the Lessor in detecting, evaluating, removing, treating, disposing of or otherwise responding to my hazardous waste placed or deposited by Lessee in violation of this Article. Lessee hereby covenant and agras that it shall not, during the term of this Imre, including my exrmsion or renewal hereof, violate my load, state or Federal regulation, ordinance or smote pertaining to hazardous waste or hazardous material and further expressly agrees than it shot indemnify Lessor from my and all costs, expense or liability, of whatever kind or excuse, incurred by the Lessor for my such violation by Lessee. Such moss shall be deemed to include, without limitation, Lessor's cost of defending any suit filed by my person, entity, agency, or goveremmtal authority; paying my Eves imposed in connection with such suit; paying any ludgmeds or otherwise settling my damage claims; complying with my order by a most of eompetentimisdiedon dimming the Lessor to Was remedial action with respect m such waste; and of all associated mtomey's fees anal msec. For the purposes of this Article, the tem "hazacdous waste" shall be deemed to include every substance now or hereafter designated as a hazardous waste under my provision of Stile or Federal law. Lessee's obligations under this Article shall be deemed to survive the expiration or temtination of this Lease, ban shall be limited to acts or occurrences by lessee, its agents, employees and assigns, during the tem, or any extension or renewal thereof, of this lease. ARTICLE VI - LlABH ffY AND PROPERTY DAMAGE INSURANCE The Lessee, during the entire tem of this Agreement m my extens n thereof, shall maintain, ad its sole ezpeose, insurance of the following types with companies authorized to do business in the Sum "Maim for the protectionofthe City aBevgor, who shell be named as an additional insured against all claims, losses, cosy or expenses arising our of injuries m persons whether or nolemployd by Lessee or damage to property resulting from acts, omissions, negligence or otherwise of the Lessee, its directors,officers, employees and agents and arising from Lessee's use of the premises or my purl or portion thereof. Comprehensive Public Liability Bodily Injury $400,000.W emit occurrence Comprehensive Property Damage $3fp,000.00 emit oceunence Workers Compensation Insurance Lessor shall not be required to provide insurance coverage and shall have no responsibility for any property owned by the Lessee or third pries which may be located on the levied premises. Lessee shall cause to be furnished to the Lessor evidence in the form of certificates of insurance of the existence and consomme in macs ofthe insurance required hereueder. Lessorshallbe notifiedofmy changes adiswntuavices ofwvaage. The minimum insmmce coverage required=der this Article shall be deemed to be sommatically adjusted whenever the Maine Sam Legislature shall increase the Lessor's meximme liability for personal injury orpropaty damage claims brought under the Maine Tort Claims Act Inevmt of so& an increase, the minimum insurance coverage required shall be no less than the Lesimes maximum liability for such claim under the Maine Tat Claims Act. RVITFRITNFERT1773WY A. (instant Indemnification- Lessee shall defend and hold Lesson, and its inhabitants, officers, employees and agars completmy harmless from and against my and all liabilities, losses, suits, claims, judgments, fines or demands rising by reason of injury or death of any person or damage to my property, including all reasonable was for investigation and defense thereof (including but not limited in e0omeye fees, court costs and expert wtmess fees), my nate whensoever arising our of or incident to this agreement and/or the use, occupancy, conduct. or management of the lessal premises or the acts or omissions of Lessee's officers, agents, anployas, wntmmors, subcontractors, licaomes, or invitm%unless such injury, death, or damage is caused by the acgfigeme of the lxssor. The Lessor shall givem Lessor reasomble notice ofanyawhclalmsor actions. The Lessee shall also use counsel reasonably acceptable to Lessor in carrying out its obligations uder this Article. B. Lessee's Waiver of Workers' Compensation Immunity -The Lesson hereby expressly areas Burt it will defend, indemnify and hold the City of Battler, its inhabitants, officers, employes and agents completely hesmless from my and all claims made or asserted by the Lessee's agents, servers memployees arising omofthe Lessee's activities under this Lease. Fmthisouoose. the Leasee hereby emrasly waives anv and all immuoiw it mavhaveunda the Maim Workers Commatuation Act in cannot to each claim made or asserted by the Leanne's asseam. servmtsin emploovee_. The iademnification pmvided under this paragraph shall eased W and include any and all coss incurred by the City of Bangor to answer, investigate, defend and setae all such claws, including but not limited W the City of Emigres ones for summers fees, expert and other witness foes, the cost ofinvesdgarors, and peyme t in full of any and all judgments rendered in favor of Lessees agents, servants or employees against the City of Bangor in regard to claws made or asserted by such agars, servants, or employees. ARTICLE Ver -DAMAGE BY FIRE OR OTHER CASUALTY Lesser agrees that in the event of destruction or damage of improvements; ovmed by Lessee on the demised premises, roto my pmt thereof, and as often as the improvements shall be damaged, by fire or other casualty, Lessee shell have the right bat not the obligation to rebuild and repair Ne improvementsfm omupracy. If Lessee elects trot W rebuild end repair, it shell se notify Lessorwithin Odrty(30)days ormoreexpeditiously if possible ofisdecision Lessershmlthan have the optionto terminate this leese and the ripfit afternotice W Lessee, W cause Lessee W demolish all s0uctmes to ground level, remove all foundations and to remove all debris from mid demolition and removal from the demised premses. In the event Lessee decides W rebudd and repel said damages all wpovevcens shell be resumed W than shim and condition prima said Be or other casualty. Any iesureme proceedgwany evens shall bepeidto lessee. ARTICLE a. RULES, REGULATIONS AND LAWS A. The premises herein lescced are located upon the properly, of the Lessor and commonly known as Maine Business Enterprise; Park, Bangor himm umnel Anon. 'Therefore, the Lessee hereby agrees W obey and to cause all personnel employed by the Leasee to obey, all municipal ordinances, and all State and Federal ries, regulations, or laws pertaining to the operation of said Airport mod Lessee's we and occupancy, ofthe devised premises. In addition, Lessee shall obey and observe ell reasonable orders, rules and regulations; ofthe Airport Director net encomium with this Lease or with the aforesaid roves and regulations which are enforce, and apply equally to all tenants, invitees and users of the Airport and than employees. B. Lessor reams the continuing right in the [easel premises to prevent the erection in growth of my building, mantsm, tree or other object exceeding MW the airspace above 342AI Mem Sea Level, and after appropriate notice W the Lessee, to remove farm said atrsluce, or at the sale option of the Lester, as an alternative, W mark and light as obstructions W am navigation, my such building, structure, tree, or other object now upon, or which in the future may be upon Lessee's property, together with the right of ingress W, egress from, and passage over Lessee's property fm the above purposes. C. Lessee will not use or parent or suffer the use of the leased property in such a summer as to create electrical ioterferer¢e with radio commanlcetion between my iru1allimam upon the Airport and aimrask or as W make it difficult for Byers W distinguish between Airport lights and other, or as to impair visibility in the vicinity of the Airport, sem otherwise to erMangwthe landing, tiding off or maneuvering of airmsR D. Lessor retains aright for the passage ofa'kcmft ("ahemft" being defined m anY contrivance now kmwn or hereafter invented, used or designed fwnavigation of or Flight in the air)by whomsoever owned and operated, in the airspace above the property above 342.41 MSL in an infinite height together with the 6ghtm cause in of airspace above the property such mise, vibrations, fumes, dust, fuel particles and all other effects that may be caused by the operation of aircraft landing at, or mkingofffrom, or operating at or on the Airport and Lessee does hereby fully waive, remise and release my right or cause of action which they may now have or which they may have in the fume against Lessor due to such noise, vibrations, fumes, dust, fuel particles, and all other effects that may be caused by the operation of aircraft hording at in taking - off Run oroperating atoronthe Airport. The Lessee spedfically agrees to make an claims in my form for damages or reimbursements to the Lessor or to the United States Gavemment for my reason or cause resulting from noise generated from airport was. ARTICLE X -TAXES The Lessee moil Lessor acknowledge that each are exempt from property Was berauu of the proposed use ofthe premises. ARTICLE XI - NONDISCRIMINATION Lessee for itself, its personal represenbtives sumessors in interest and assigns, and as part of the considerations hereof, does hereby covenant and agree as a covenant^ n" ng with the land that (I) no person orgroup of persons shall be excluded on the grounds of race, color, m national origin from participwim in, denied the benefits of, or be otherwise subjected m discrimirmtim in the use or occummy of said demised premises; (2) in the construction of all improvements, buildings, structures on, over or under such land and the furnishing of services thereon, no person or group of persons shell be excluded lathe grounds of me, color, or national origin from participation tr4 denied the benefits of, or be otherwise subjected to unlawful discrimination: and (3) Lessee shell use the premises in compliance with all other requirements as may be imposed by or pursuant to Title 49, Code of Federal Regulations, Depmmem of Transportation, Subtitle A, Office of the Secre ary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation Effectuation ofTige VI of the Civil Rights Act of 1964, and as said regulations may be amended ARTICLE XE -COVENANTS OF QUIET ENJOYMENT The Lessee, subject to the terms and provisions of this lease onpaymerd of the can, and observing, keeping and performing all the terns and provisions of the lease on its part to he observed, kept and performed, shall lawfully. Peaceably and quietly hen, hold recopy and enjoy the demised premises during the term hereof without hindemce or rejection by the Lesser or my other persons. ARTICLE XIII -IMNS The Lessor and the lessee agree that each will pmminly discharge; (either by payment or by filing of the necessary, bond or otherwise) any mechanic', maenad m's or other liens against the demised premises, any buildings, sonorous or improvernm¢ thereon, which liens may arise our of my payment due for labor, services, materiels, supplies or equipment which may have been furnished to or for the Lessor or the Lessner, respectively. ARTICLEXIV-Eb WGNT DOMAIN If after the execution of this Lease and before the enpimtion of the term hereof or the arm of my renewal, the comm: demised premises shall be mires by right of eminent domain, than this Leese and the term hereof shall hardware as of de: time that possession is required if the Lessor's entire interest has been divested by such [stin& la case only apart of the demised premises shall be so taken by the right of eminent domain, then V the pmt so taken renders the remaining premises unfit or unsuitable for Lessee's use and occupation, the Lessee may a its election terminate this Lease and the word hereof by notice to the Lessor in writing within thirty (3 0) days after receiving notice from the Lessor of such taking, effective as of the time that possession rs required under said eminent domain proceedings. The Lesser hereby greets and wages to the Lessor all of the Lessee's rights m dwmges or claims for damages with respect to the land only, wising out of the feting of my of the lend by right of eminent domain. However, since the Lessor is not the owner of my of the buildings or structure on the demised premises, the Lessee reserves m itself ell rights to recover for damages or claims to the buildings on said premises wising out of the taking of any of the buildings by right ofern went domain, and the Losses, by the execution of this Lenses, remgoizes and agrees to this reservation of rights by the Lessee. \ R a Co ■ 1 T I ri 10 J1 LU M a R1 if i KI] a aU dLT l Title to the buildings, structures and improvements constructed on the demised premises during the tam of this Lease, or my extension thereof, shall be in the Leave, and daring such term or extension thereof, the Lessee smell leve the right, at its sole espouse, to demolish and remove, improve or slow my and all buildings, strummer, and improvements and offer Personal Property ereoed or located on the demised premises. ARTICLE XVI -REMOVAL OF PROPERTY Upon the termination or fool expiration of We Leese, the improvements and other personal property erected or loaned upon the demised premises by the Lessee shell remain One property of the Lessee, and the Lessee shell have the right to remove the same from the demised premises within me hundred twenty (120) days from the dare oftermination or final expiration of this Iowa . Anysuchpropertynotsoremovedwit=mdmehuodredtwmty(120)daysshall bee methepropertyofthe Lessorwbe&sposadofmsucbwaymsthe LesmrmeydeanfrL In the event the Lessee elate m remove said improvemantm and othapermnel property, the buildings and land appurtenant thereto shall be returned to as nem as possible its condition as at the commencement of the beam, ordinary near and tem excepted In the event Leases shall fail to remove my moveable personal property within me hundred twenty (120) days from the date ofterroinebon or final expiration of this Lease, Lessor shall be entitled to recover from the Lessee, Lessees reasonable costs incurred in removing or disposing ofsuch personal property. In such event, there shall be dedueted from Lassoes cosh the fav valueto the Lessor actually realized from sale, use m otherdisposition ofthe personal property concemed. ARTICLE XVII- Sublectm the provisions mritairwd in Article XVI, the Leser shall, upon the termination ofthis Lease, surrender the quiet and peaceable possession of the demised premiers. ARTICLE XVII - TERNRIATION It is covenanted and agreed that (1) If the Lessee shall neglect or fall m pay the rentor other charges payable hereunder and such default shall continue for aperiod of thirty (30) days after written notice thereof by Lester; or (2) IfLesme shall neglect or fall on perform or observe any of the other covenants, terms provisions, or conditions on its part to be performed, or observed, and such neglect or fedure shall continue for a period of thirty (30) days efts written notice thereof by Lessor, or if such covenants, terms, provision or conditions cannot he performed or observed within said thirty (30) day period, if Lessee falls to diligently prosecute the curing of such neglect or failue; or (3) Ifthe University of Maine Chancellor's office uses to be within the City of Bangor (4) IfLesme fails m maintain all buildings in a safe and habitable condition and in compliance with all City Codes. Then, in my of the said cases (notwithstanding my license of any former breach ofcovemnt or waiver of the benefit hereof or concent in a former instance), the Leases may be considered in default hereunder, and the Lessor lawfully may, immediately or m any time thereafter, and without demand or notice, enter into and upon the said premises or tory pert Named, in the name of the whole and repossess the same as of the Lessee's former estate, and expel the Leasee and them claiming through or under it and remove its or their effec¢ (forcibly if necessary) without being deemed guilty of my 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 temdnme. ARTICLE XIX - ASSIGNMENT, The Lessee slap not at my time assign, sell, convey or transfer this Leese or my interest therein, or sublease or sublet or rent the premises, or any, pan thereof, without the prim written consent of the lessor which concern shell not be tureasonebly withheld, delayed, or conditioned In the event of an approved sublease all provisions shall extend to, bind and inure to the benefit of not only the Lessor and Lessee bar also their successors and assigns. ARTICLE RR - SALE OF PREMISES If, during the teem of this Lase or my renewal hereof, the Lesson decides to and does offer w sell the premises covered by this Lease, the Leasee is hereby granted the first option to acquire the property d aprim mutually satisfactory to the Lessor and Losses. In the event that a mutual price vocabulary to both the leaser and the Lessee is established, the Lessee shell be given a period ofone (1) year from the done of agreement on the established price on order to arrange for the financing of the agreed upon purchase price. ARTICLE 7QQ-AUTHORITY TO ENTER INTO AGREEMENT The Lessor hereby represents and warrants that it has taken all necessary procedural and legal steps as required by federal, slate and local laws and regulations for the purpose of authorizing the =motion of this agmanmt and that execution of this agreement by the City Manager renders this ag.eemem avalid and binding documern on the pmt of the Lesson and the same is fully enforceable in all of as temrs and coMitions by the Lessee. Lessee hereby represents and warrants the it bas takm all necessary procedural and legal steps as required under all side, local and federal laws and mgulafioos, and all necessary corporate action W authorize the execution of this agreement by its mdmwW corporate officers and that upon such execution this agreement is a valid and binding document an the pan of the Lessee and is Lilly eofomeable in all of its tams and conditions by the City of Bangor. It R V[Na W#A1W:A\VId0 Failure on the pmt of the Lessor to complain of any action or non -action on the pmt of the Lescee no matter how long the same may continue, shell neve be deemed to be awaiver by the Lessor ofmy of Lessor§ rights hereunder. Further, it is covemded and agresd Won no vmi er W any Uma of any ofthe provisions hereofby Lessor, shell be conshuedm a walvmofmy other provisions hereunder, and that a waiver d my time ofaery of the provisions hereof shell not be construed d my subsequent time as awalvero£the same provisions. TheapprovalofLessoror ofmy actim by the Lessee regau*the Lessees consent or mprovalshill cot M deemedto waive m render wrccessary the lessofs cemsent m approval of my submqumt simileraa by the Leser. ARTICLE XXm -NOTICES Notion in the Lessor provided for in this Lease shell be sufficient if sent by registered or certified mail, retum receipt requested, postage prepaid to: City Manager, City of Bangor, City Hall, 73 Harlow SUM, Bangor, Main, 04401; and notices in Lessee, are to be sent by registered or cerdfiad mail, ream receipt requested, postage prepaid, addressed in: Chancellor, University ofMeirre System, 10 Maisie Avon=, Bangor, Maisie 04401, or to such other respective addresses as the parties may designate to each other in wilting from time to time. ARTICLE JOOV -INVALIDITY OF PARTICULAR PROVISIONS If my term or provisions of Us Lease or the application thereof to any person or circumstances a hereafter deumninW m be in 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 in which it is held invalid or anenforceable shall not be affected hereby and such term and Provision of this Lau shall be valid and be enforceable to the fullest extent permitted by law. ARTICLE XXV -CONSTRUCTION The headings appearing in the Lease are intended for covveamce and reference only, and not to be considered N ceastr ung this Lease. ARTICLE JOM-NO PARTNERSHIP OR JOINT VENTURE CREATED Nothing commed herein shall be deemed or construed as creating the relationship of principal and agent or of partnership or ofjoat venture between the parties harem, it being understood and agreed that neither the method of computation of not net any other provision contained herein or any acts of the parties herein shill be deemed to create any relationship between the parties other door the relationship of landlord and normal. . 1 5M, J This Lease shall be governed exclusively by the provisions hereof and by the laws of the Sate of Maice as the same may from Uma an dare exist. .; Y .ta."W1 -19 Fu l 3 a' r a Upon execution ofthis Leese, the parties may, upon request of either, prepare and execute a Memorandum of Leese in afortn suitable for recording at the Penobscot Mane Registry of Deeds, as evidence ofLesue's interest in the premises demised herein. ARTICLE XXIX- AMENDMENT TO LEASE Thus Lean contains all the tamer and conditions between the parties herao and no alteration, amendment or addition hetero shall be valid urdess in writing and signed by both parties hereto. IN WITNESS WHEREOF, the parties hereto have set their hands end seals the day end year written above. Witness � CITY OF r' he City Marew OMYERSTIY OF MAINE SYSTEM T ;`