HomeMy WebLinkAbout2002-10-28 02-400 ORDERCOUNCIL ACTION
Item No. o2 -ago
Date: October 28. 2001
Item/Subject ORDER, Authorizing Execution of InderRure of Lease with the Challenger
Learning Center of Maine
Responsible Department: Legal
Commentary:
The Challenger 1 -naming Center received financial support from the City by Council Order #01-336 in the
amount of $250,000. The Challenger Learning Canter's plans were to occupy the former base theater,
Portland Hall, subject to a final agreement with the University of Maine m convey the building W the City.
That has been done. By a companion Order, the ❑ty will convey the building to the Challenger Learning
Center. This Order will provide a Lease to the Challenger Learning Center for the land upon which the
building is located.
%
DepatVnent Head
Managers Comments: ni //�
7 City Manager
Associated Infomation: Indenture of Lease
ak,
Budget Approval:
Legal Approval:
City Solicitor
Intr9ducead for
Passage
_ First Reading
Referral
Page 1 of M
02-400
�I Assignedto Councilor Bal"eci (IMB5B 28. 2002
P f9.e"^
>:.e.•a` CITY OF BANGOR
(MLE.) ORDER, Authorizing Execution of Indenture of Leasee with the Challenger
Learning Center of Maine
By the City Council ojthe City unu angor:
ORDERED,
THAT the City Manager, on behalf of the City of Bangor, is hereby authorized and directed to
execute an Indenture of Lease between the City of Bangor and the Challenger Learning Center of
Maine in substantially the same form as the Indenture of Lease attached hereto.
October 28. 2002
par Passage
Passed
t
(WILE )AUthorizurneaeeutauu of Indenture
f Lease mxth the Modlerni;er Ueamin Ceater
of ttaine
lrzsignetl to Councilor ^^"a -NA l��
02100
INDENTURE OF LEASE
THIS INDENTURE OF LEASE, executed flus 1t, day of 2003, by
and between:
CITY OF BANGOR, a municipal corporation duly organized and existing ander and by virtue of
the laws of the Some of Maine, and having it lonacipal offices at 73 Harlow Street, Bauder,
Maine (hereinafter sometimes referred to as" lessor")
AND
CHALLENGER LEARNING CENTER OF MAINE having aplace of business at Main
Avenue, Bangor, County of Penobscot, State of Maine (hereinafter sometimes referred to as
"lessee")
WITNESSETH:
WHEREAS, the City of Bangor is the owner of certain parcel or lot of land; and
WHEREAS, Lessee wishes W lease said parcel or lot of land, to construct, operate, and
mainmin a Challenger Leanaing Center and other uses as authorized herein; and
NOW, THEREFORE, the parties do naturally agree as follows:
ARTICLE I - PREMISES
The Lessor, for and in consideration of the reefs to be paid and the obligations to be performed
by Lessee as hereinafter provided, does hereby demise and lease auto Lessee, and the Lessee
does heathy take and lease, upon and subject to the terms and conditions hereiasfter expressed, a
Forced of land described as more particularly described in Exhibit A attached hereto.
ARTICLE II - TERM
TO HAVE AND TO HOLD Parcel A of the demised premises uma the Lessee for a refm
of twenty (20) years commencing June 1, 2003 rad tenwanting on May 31, 2023. Lessee shall
have the option to renew this lease on Parcel A for an additional term of twenty (20) years aeon
the same reams and conditions.
ARTICLE III - COMPUTATION OF RENT
During the initial term of this lease, Lessee covenants to pay to the Lessor as retial for
the premises Issued hereunder One Dollar per year.
pm •,
ARTICLE IV - USE, OCCUPANCY AND ALTERATIONS TO PREMISES
A. Lessee shall have the right to me, occupy and mantas the premises herein described in a
reasonably business -like, careful, cleam and reasonably safe mamer for the purposes of
constructing and maintaining Challenger Lemming Center. Said premises shall be used, occupied
and maintained as a Challenger Learning Center and any other related space science education
activities which may include a gift shop and for no other purposes whatsoever without the prior
written consent of the Lessor which consent shall not be unreasonably withheld.
B. All buildings, structures or improvements on the demised premises shall be constructed and
maintained in accordance with all applicable building, fire, and property, maintenance codes of
the Sate of Maine, the Laws and Ordinances of the City of Bangor including the site plan
approvalprocws outlined ndue laws andordivances of the City ofBangoo. prierm
commencing any constructing Leasee shall secure all necessary approvals from the City of
Bangor, the State of Maim, and the United Sates required under my applicable law, ordinance
or regulation, including City of Banger Planning Board approval.
C. Lessee shall commence renovations to the existing building in accordance with the existing
Agreement between the parties.
D. All project start and completion dates specified in the Agreement existing between the parties
shall be easombly extended as recommend by my unavoidable delays in the permitting bidding
or contracting process.
ARTICLE V - HAZARDOUS WASTE
Lessee herebycovenants and agrees that it sball not, during the tam of this lame, motoring my
extemnn or renewal hereof, permanently place, came to be placed, deposit or discharge my
humorous wank upon the demised premises, and further expressly agrees that it shall indemnify
Lessor Goan my and all costs, expense or liability, of whatever kind or ounce, incurred by the
Lessor in detecting, avaluating, removing, treating, disposing of or otherwise responding to my
buazdous waste plod or deposited by Lessee in violation of this Article.
Lessee hereby covmmts and agrees that it shall not, during the tam of this lease, including any
extension or renewal hereof, vioak my local, some or Federal regulation, ordnance or smark
perlaning to hazardous waste or hazardous material and fuller expressly agrees that it shall
indemnify Lessor form my and all costs, expense or liability, of whatever Idnd or mare,
incurred by the Lessor for my such violation by Lessee. Such costs shall be deemed to include,
without Introduction, Leseors costs of defending my suit filed by my person, softy, agency, u
governmental authority; paying my £roes imposed in conneetion with such suit; paying my
judgments or otherwise seting my damage claims; complying with my order by a court of
competent jurisdiction directing the Lessor to take remedial action with respect to such waste;
and of all associated attorney's fees and costs.
For the purposes of this Article, the man "hazardous waste" shall be deemed a incnde every -
subsavice now or hereafter designated as a hazardous weak under my Provision of Sate or
02- 00
Federal law. Lessee's obligations under this Article shall be deemed to survive the expiration or
termination of this Leasc, but shall be limited to can or occurrences by Lessee, its agents,
employees and assigns, during the term, in any extension or renewal thereof, of this lease.
ARTICLE VI - LIABILITY AND PROPERTY DAMAGE INSURANCE
The Lessee, during the entire term of this Agreement, or any eetevsion thereof shall maintain, at
its sole expsase, insurance of the following types with companies authorized to do business in
the State of Maine for the protection of the City of Burger, who shall be named as an additional
insured against all claims, losses, costs or expenses arising art of injuries to persons whether or
rot employed by Lessee or damage to property whether resulting from acts, omissions,
negligence or otherwise of the Lessee, its directors, officers, employees suit agents and arising
from Lessee's ase of the premises or any pan or portion thereof.
Comprehensive Public Liability
Bodilylnjury
$400,000.00 each occurrence
Comprehensive Property Damage
$400,000.00 each occurrence
Building mommuce in an amount equal an the replacement value with Lessor named as an
additional insured "as its interest may appear."
Worker's Compensation Insurance
Lesser shall not beby t ed m provide insurance coverage and shall have no responsibility for
by
my property owned the Lessee or third parte evidence
maybe located on the leased premises.
Lessee shag cause m be finished to We Lessor evidence nt thequi form rof eu certificates L es o shall be
ratified
the existence and es or ace nt force of the ierage. e required hereunder. Lessor shall be
notified of any changes or discontinuance of coverage.
The minimum iosmaoce coverage required under dus; Article shall be deemed to be
automatically adjusted whenever the Maine State Legislature shall increase the Lessor's
maximum liability for personal injury, or property damage claims brought under the Maine Tort
Claims Act. In event of such an increase, the minimum insurance coverage required shall be no
less then the Lessor's maximum liability for such claim under the Maine Tort Claims Am.
ARTICLE VR-INDEMNCfY
A. General Indenutification- Lessee shall defend and hold Lessor, and its inhabitants, officers,
employees and agmss completely harmless from cost against any most all liabilities, losses, suits,
claims,judgments, fines in demands arising by reason of injury or death of any person or
damage to my property, including ell reasonable costs for investigation and defense thereof
(including but rot limited to attorneys' fees, court costs, and expert witness fees), my nature
whet never arising out of or incident flus 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, Iiceasees, or invitees, unless such injury, death, or
damage is caused by the negligence of the Lessee. The Lessee shall give to Lessor reasonable
notice of my such claims or actions. The Lessee shall also use counsel reasonably acceptable to
Lessor in carrying out its obligations and" this Article.
B. Lessee's Waiver of Workers' Compensation Immunity -The Lessee hereby expressly agrees
that it will defend, indemnify and hold the City of Bangor, its inhabitant, officers, employees
and ageas completely harmless from any and all claims made or asserted by the Lessee's agent,
and all costs incurred by the City of Bangor to answer, investigate, defend and settle all such
claims, including but not honest to the City of Bangor's costs for altorneysf s, expert and
witness fees, the cost of investigators, and payment in fall of my and all judgments tendered'e
favor of Lessee's agents, servant or employees against the City of Danger in rel and to claims
made or asserted by such agent, servant, or employees.
ARTICLE VID -DAMAGE BY FIRE OR OTHER CASUALTY
Lessor agrees that in the event of destruction or damage ofimprovemmt owned by Lessee on
the demised premises, or to any part therarf, and as often as the improvement shall be damaged,
by fire or other casualty, Lessee shall have the right but not the obligation to rebuild and repair
the improvement for oeeup rny. If Lessee elects act to rebuild and repair, it shall so notify
. Lesmrwidnnninety(90)daysn=me pedidouslyifWnibleofitsdedsioa Lessorsbll
then have the option to terminate this lease and the right, after notice to Lessee, to cause Lessee
to demolish all structures to ground level, remove all foundations and on remove 0 debris Gam
said demolition and removal Gum the demised premises. In the event Lessee decides to rebuild
and repair said damages all improvement shall be restored to their state and condition prior to
said Ere or other casualTy. Any announce proceeds shall be paid to the parties, as their mteresls
MY appear.
ARTICLE RULES, REGULATIONS AND LAWS
A. The Lessee hereby agrees to obey and to course all personnel employed by the Lessee to obey,
au municipal ordinances, and all State and Federal rtes, regulations, or laws pertaining to the
Lessee's use and occupancy of the dermsed premises.
B. Lessor retains the continuing right in the leased premises to prevent the erection or growth of
my building, someone, are or other object extending into the aaspace above 342.41 Mean Sea
Level, and, aft" appropriate notice to the Lessee, to remove from said airspace, or at the sole
option of the Lessor, as an alternative, m mark and light as obstructions to an navigation, any
each building, structure, tree, or other object now upon, or which in the future may be upon
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Lessee's property, together with the right of ingress m, egress from, and passage over Lessee's
property for the above purposes.
C. Lessee will not use or pemdt or suffer the use of the leased property in such a manner n to
create electrical interference with radia communication between any installation upon the
Airport and aircraft, or as to make it difficult for flyers to distinguish between Airport lights and
others, or as to impart visibility in the vicinity of the Airport, or az otherwise to endanger the
landing, taking off or maneuvering of aircraft
D. Lessor retains a right for the passage of aircraft ("amerafi" being defined as any contrivance
now known or hereafter invented, used or designed far navigation of or (light in the sit) by
whomsoever owned and operated, in the airspace above the property above 342.41 ML to an
infinite height together with the right to chase in all airspace above the property such mise,
vibrations, fames, dust, fuel particles and all other effects that may be ceased by the opemti= of
aircraft landing at, on taking -off from, or operating at or on the Airport and Lessee does hereby
fully waive, remise and release any right or cause of action which they may now have or which
they may have in the burns against Lessor due to such noise, vibrations, Canes, dust, fuel
particles, and 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 on make no
claims in anyf for damages or reimbasemenh to the Lessor or to the United States
Government for my reason or cause resulting from noise generated from airport was.
ARTICLE X -TAXES
The Lessee anticipates obtaining exemption from local real came: and personal property Vacation
pursuant to 36 MRSA section 652. Unless otherwise exempt, the Lessee agrees to pay, when
.. _.due, any and all taxes and/or assessments, Lammchangm of my kind whamceva, n may be _ -_....
imposed during the term hereof, or my extension of the term of this lease, by my governmental
authority upon the demised premises, including Lessee's leasehold interest therein, any
structures, or improvements thereon, or my pemonl property located therein. Ifthe Lessee does
obtain exempt status under 36 MRSA seen= 652 or my shnilar successor thereto, it is expressly
agreed that such taxes and assessments shall exclude all amounts levied as red estate and/or
personal property farces upon the demised premises by the Lessor acting in its governmental
capacity.
.:I AcuW .ola 10a
Lessee for itself, its personal representatives, successors in interest and assign, and as part of the
considerations hereof, does hereby covenant and agree as acovemant running with the land that
(I) no person or group of person shall be excluded on the grounds of race, color, or national
origin from participation in, dented the benefits at or be otherwise subjected to discrimivarion in
the me or occupancy of said demised promises; (2)in me cassam ion of all improvements,
buildings, structures, 04 over or under such land and the famishing of services thereon, no
pe=on err group of person shall be a eluded=the grounds ofrsc4 color, or nommul origin
from participation 4 denied the benefits of, or be otherwise subjected to mdawful
discrimination, and (3) Lessee shag use the premises in compliance with all other requirements
MEMORANDOM OF LEASE
The following is a Memorandum of Lease pursuant in Tide 33, Maine Revised Statutes,
Sectios1201:
NAME OF PARTIES TO LEASE:
(a) The Lessor is City Of Bangor, a municipal corporation duly organized and
existing under the laws of the State of Maine.
(b) The Lessee is Challenger Leaning Center Of Maine, a Maine corporation
having its principal place of business in Bangor, Penobscot County, Maine.
DESCRIPTION OF THE PROPERTY LEASED:
The property situate in Bangor, Penobscot County, Maine, described in Schedule A
hereto attached.
DATE OF LEASE:
May 7e .2003
DATE OF AMENDMENT TO LEASE:
Na
TERM OF LEASE:
20 years commencing June 1, 2003
The teen of the lease may extended at the option of Lessee for one additional term of 20
years each commencing Jure 1, 2023.
PROVISIONS RELATING TO OPTIONS TO PURCHASE:
Na
DATE OF MEMORANDUM: MayZZ S 2003
CITY OF B��ANGGORR g'\���
Edward A.Better
Its: City Manager
STATE OF MAINE
PENOBSCOT, as.
May28 2003
Then personally appeared dae above-named Edward A.
Barrett, in Lis capacity as City
Manger of the City Of Bangor and acknowledged the foregoing
instrwnent to his free act and
dead and the few ad and deed of the City of Bangor.
Before me,
N
Notary Public -
Maine Attorney -az -Law
NORM %HERNgNN, 111
LAIN
NOrRflY PMOL
MY COMMISSION EXPIRES JaNURNY 31, MM
as may be imposed by or pursuant to Title 49, Code of Federal Regulations, Deperm®t of
Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally
Assisted Programs of the Department of Transportation Effecnation of Title Vl of the Civil
Ruts Act of 1964, and as said regidations may be amended. In the event of breach of my of
the above nondismimivation covenants, the Lessor shall have the right, after failure ofLessce to
rectify such breach within thirty (3 0) days after receipt of notice from Losses, to terminate this
Agreement. Provided,however, that Lessor shall and have the right in mature termination of the
Lease under this Article with respect to my complaint of discrimination which is pending final
resolution or adjudication before my agency or court of the State of Maine or the United States.
ARTICLE X11- COVENANTS OF QUIET ENIOYMDTf
The Lessee, subject in the terms and provisions of this lease on payment of the rent, and
observing keeping and performing all the terms and provision of the Is= on its part to be
observed, kept and performed, shall bestially, peaceably and quietly have, hold, occupy and
enjoy the demised premises during the term hereof without hindrance or rejection by the Lessor
or my other persons.
ARTICLE XIII - LIENS
The Lessen and the Lessee agree that each will promptly discharge (either by payment or by
filing of the necessary bond or otherwise) my mechanics', meterialmeu's or other fiests against
the demised premises, any buildings, stracnues or improvements thereon, which tiara may arise
out of my payrarnt due for labor, services, materials, supplies or equipment which may have
been furnished to or fm the Lessor or the Lessee, respectively.
.._..ARTICLE XIV -TITLE TO BUILDINGS, STRUCTURES, AND MIP.ROYEMENTS_ _ _. ....
Title to the buildings, structures and improvements constructed on the demised premises during
the term of this Lease, or my e#msim thereof shad be in the Lessee, and during such term or
extensim thereof, the Lessee shall have the right, at its sole expense, to demofish and remove,
improve or alter my and all buildings, structures, and improvements and other personal property
erected or located an the demised premises.
ARTICLE XV -REMOVAL OF PROPERTY
Upon the termination or final expiration at the Lease, the improvemma and other personal
property erected or located upon the demised premises by the Lessee shall remain the property of
the Lesser, and the Lessee shall have the fight th remove the same from the demised premises
within ninety (90) days from the date oftermination or final expiration of this lease. Anysoch
property out so removed wi aia said ornery (90) days shall become the property of the Lessor to
bedisposed of in such way as the Lesmrmay dean fit. Iv the event the Lessee elects m remove
said improvements and other personal property, the buildings and land appurtenant thereto shall
be resumed to as near as possible its condition as in the commencemem of the lease, ordinary
wearandtearercepted.
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In the event Lessee shall fail to remove any moveable personal property within ninety (90) days
from the data of termination or final exguatim of this Lease, Lessor shall be entitled to recover
from the lessee, Lessor's reasonable costs incurred m removing or disposing of such personal
property. In such event, there shall be deducted from Lessor's costs the fair value to the Lessor
actually realized from sale, use or o0rer disposition of the personal property concerned.
ARTICLE XVI -SURRENDER OF POSSESSION
Subject to the provisions contained in Article XV, the Lessee shall, upon the termination of this
Leese, surrender the quiet and peaceable possession of the demised promises.
ARTICLE XVB - IERIvIINATION
It is covenanted and agreed the
(1) If the Lessee shall neglect or fall to pay the rent or other changes payable hereunder and such
default shaft continue for a period Of thirty (30) days after written notice thereof by Lessor, or
(2) If Lessee shall neglect or fall to perform or observe any of the other covenants, terms,
provisions, or conditions on its part to be performer, m observed, and such neglect or failure
shall continue for a period of ninety (90) days after ommost notice thereof by Lessor, or if such
covenants, terns, provisions or conditions cannot be performer or observed within said ninety
(90) day period, if Lessee fails N diligently prosecute the caring of such neglect or failure; or
(3) If the estate hereby created shall be taken on execution or by other process of law, or
.,. (v If the Lessee shall be declared bapkcugt or.insolvent according to law, or
(5) If my assignment shall be made of the property of the Lessee fm the benefit of creditors; or
(6) If a receiver, guardian conservator, or tmsme in badwptcy or other similar officer shall be
appointed to take charge of all or any substantial part of 0ne Lessee's property by a Court of
competentiurisdiction; or
(7) If apetition shall be filed for a reorganization of the Lessee under provisions of the
Bankruptcy Act now orhereafter enacted; or
(8) If the Lessee shall file apetition for such reorganization or for artavgemems under any
provision of the Bankruptcy Act now or hereafter ®act d.
(9) If Lessee breaches the Agreement existing between the patties and fads to cure said breach
within my applicable cure or grace period.
Then, m my of the said cases (notwithstanding any Intense of my former breach ofcovenam or
warver 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 az my time thereafter, and
without demand or notice, enter into end upon the said premises or any part thereof in the tome
of the whole and repossess the some as of the Lessors former estate, and expel the Lessee and
those claiming through or under it and remove its or their effects (forcibly if necessary) without
being deemed guilty to any manner of trespass, and without prejudice to any remedies which
might otherwise be used for arrears ofrent orpreceding breach ofcovenant. Uponsuchenhy,
this Lease "I terminate, and the Lessee shall be liable to pay as rent, amourrls reserved as
would have became due under [his Lease if this Lease had not been terminated or if the Lessor
had not entered or reentered as aforesaid. Notwithstanding the foregoing, Lasso's liability shall
not exceed the difference, if any, between the rearst which would have been due had drere been
no such termination, and the amount being received by Lessor as rent from any new tenor or
occupant of said premises. In order to mitigate Lessee's damage hereunder, I,essor agrees w
make every reasonable effort W secure subsequent tenants, m a rental equal to the than prevailing
local we for the demised premises.
ARTICLE XVIII -ATTORNEY'S FEES
The Lessee shall pay W the Lessor a reasonable attorney fee in the even the Lessor employs an
attorney W collect any reins due hereunder and secures ajudgment in connection with collection
of said rent, or legal process is levied upon the interest of dte Lessee iv this Lease or in said
premises, or in the event Losses violates any of the terms, conditions or covenants on the pat of
the Lessee herein contained, provided that Lessee falls to promptly correct the violation of any
term, condition or covenant after receipt ofwrite that it is in violation thereof
th the event Lessor employs its City Solicitor or an assistant solicitor W collect rents or otherwise
protect Lessors interests under dila Leaee, reasonable attorneys fees under this Article shall
mean the reasonable cost of services provided by Lessor's Solicitor or assis[nt solicitor.
ARTICLE XIX -ASSIGNMENT, SALE AND SUBLETTING
The Lessee shall not a any time assign, sell, convey or broader this Lease or any interest therein,
or sublease or sublet or rear the premises, or my pmt thereof without the prior written consent of
the Lessor which consent shall nor be unreasonably withheld, delayed, or conditioned. In the
event of an approved sublease all provisions shall extend W, 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 Wavy corporation with which it may lave
become merged, consolidated or otherwise associated, or my cooperation or holding company
having the controlling interest in the Lessee, or to my corporation which may be a subsidiary of
the Lessee. In no event, however, shall the Lessee named herein be relieved from my obligation
under this Lease by virtue of any assignment or subletting.
ARTICLE XX -FINANCING AFFECTING DEMIISED PRENBSES
Lessor is cogwant of the wed of Lessee to finance the construction of buildings, structures and
improvements on the demised premises, and to subsequently borrow upon the value of the
demised premises, and therefore specifically agrees W pemdt the Lessee to mortgage,
02-400
conditionally assign or transfer its leaeehold interest in rise demised premises for the purpose of
obtaining construction and permanent loan financing far the said buildings, structures, and
improvements, and for the purpose of otherwise securing borrowed funds, provided:
(t) the term of such mortgage, conditional assigmnent or transfer shall not exceed the initial term
hereof,
(2) Lessee shell give notice of the existence of such mortgage, conditional assignment or
trnsfer,together, with the name and address of the mortgagee, assignee or tmnsf ee and a copy
of the mortgage, assignment or transfer document;
(3) that in the event of formlosure, and in the event that the owner of the Lessee's interest
pursuant to such foreclosure, said mortgagee, conditional assignee or transferee shall have the
right to take possession and shall became the legal owner and holder of the lease -hold estate
aeamd hereunder and shall hold such esrate upon the same terms and conditions as held by
Lessee fram which such mortgagee, conditional assignee or incidence acquired possession, but
in such avoid, said mortgagee, conditional assignee or transferee shall be liable under the terms
and conditions hereof during the period of time in which said mortgagee, assignee or travd'eree
holds such estate, and for any default under the termer or conditions hereof which souse before
=it estate become vested in said mortgagee conditional assignee or transferee. Provided,
however, that such mortgagee, conditional assignee or transferee shalt not be liable for defaults)
of the Lessee occurring prior in foreclosure unless Lessor provided written notice of such
defrult(s) to the mortgagee, conditional assignee or transferee before the of active date of the
foreclosure action.
(4) that the existence of such mortgage, conditional assignment or transfer, or my foreclosure by
a mortgagee sbalI not relieve the Lessee from any liability or responsibility of the obligations an
its part in be Performed.
ARTICLE XRI- AUTHORITY TO ENTER INTO AGREEMENT
The Lessor hereby represents and warrents that it has taken all necessary procedural and legal
steps as required by federal, sure and local have and regulations for the purpose ofau[horiang
the execution of this agreement and that execution of this agreement by the City Manager
renders this agreement a valid and binding document on the pan of the Lessor and the same is
fully enforceable in all of its taros and conditions by the Lessee.
Lessee hereby represents and wurmnts that it has taken all necessary procedural and legal steps
as required under all state, local and federal laws and regulations, and all necessary corporam
action to authorize the execution of this agreement by its undersigned corporate officers and that
upon such execution this agreement is avalid and binding document on the par[ of the Lessee
and is fully enforceable in all of its tams and conditions by the City of Bangor.
02-
'I _ dL .:I t
Failure on the part of the Lessor to complain of my action or mon-action on the part of the Lessee
an matter how long the same may continue, shall aever be deemed to be a waiver by the Lessor
of my of Lessors rights hereunder. Further, it is covenanted and agreed that no waiver at my
time of my of the provisions hereof by Lessor, shall be construed as a waiver of my other
provisions hereunder, and that a waiver at my time of any of the provisions hereof shall not be
construed many subsequew lime as a waiver of the same provisions. The approval of Lessor or
of any action by the Lessee requiring the Lessors consent or approval shall not be dewed to
waive or reader unnecessary the Lessors consent or approve( of my subsequent similar act by
the Lessee.
ARTICLE XXIII - NOTICES
Notices to the Lessor provided for in this Lease shall be sufficient if sem by registered or
certified mail, return receipt requested, postage prepaid to: Dept of Community end Economic
Development, City of Bangor, City Hall, 73 Harlow Sheet Bangor, Maine, 04401, with acopy to
Airport Director, Bangor International Airport, Bangor, Maine 04401; and notices to Lessee, are
to be seat by registered or certified mail, return receipt requested, Postage prepaid, addressed to:
P.O. Box 8455, Saugus, Maine 04401, or to such other respective addressed as the parties may
designate to each other m writing from time to time.
ARTICLE XXIV -INVALIDITY OF PARTICULAR PROVISIONS
If any term or provisions of Us Lease or rhe application thereof an my person or cireumnavicea
is hereafter determined to be in my Wait invalid a unenforceable, the remainder of this Leese
. _,...,..._.-erlhe application of such terms and provisions to.pemoas other than those to
which it is held invalid or unenforceable shall not be affected hereby and such term and
provision of this Lease shall be valid and be enforceable to the fallen extent permitted by law.
ARTICLE XXV - CONSTRUCTION
The beadings appearing m the Lease are intended fa convenience and referemce only, and ort to
be considered in construing this Leese.
ARTICLE XVI -NO PARTNERSHIP OR JOINT VENTURE CREATED
Nothing commusi herein shall bedewed or construed as creating the relationship of principal
and agent or of partnership or ofjoim vemure between the parties hereto, it being understood and
agreed that neither the method ofcompmatan ofre a am my other provision contained herein or
my arm of the parties hereto shall he deemed to create any relationship between the parties other
Nam the relationship of landlord and temat
10
ARTICLE XXV R - CAVERNING LAW
This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of
Maine as the same may from time to time exist.
ARTICLE XXVEI -MEMORANDUM OF LEASE
Upon execution of this Lease, the parties may, upon requtat of either, prepare and execute a
Memorandum of Lease in a form suitable for recording at the Penobscot Maine Registry of
Deeds, as evidence of Lessee's interest in the premises demised hereim
ARTICLE XIX -AMENDMENT TO LEASE
This dense contains all the tends and conditions between the parties hereto and no alteration,
amendment or addition hereto shall be valid unless in vmitivg and signed by both parties hereto.
IN WITNESS WBEREOF, the parties hereto have set their hands and seals the day and year
written shove.
CITY OF BANG
W i7a'eas s' FAward e
Its: City Mower
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MEMORANDUM OF BASE
The following is a Memorandum of Lease pursuant to Title 33, Maine Revised Statutes,
Section 201:
NAME OF PARTIES TO LEASE:
(a) The Lessor is City Of Bangor, a municipal corporation duly organized and
existing under the laws of me State of Maine.
(b) The Lesseeco Challenger Learning Cents OfMaia, a Maine corporation
having its principal place ofbuslness in Bangor, Penobscot County, Maine.
The property simile in Bangor, Penobscot County, Main, described m Schedule A
hereto attached.
DATE OF LEASE:
May 2 2 , 2003
DATE OF AMENDMENT TO LEASE:
da
TERM OF LEASE:
20 years commencing Jane 1, 2003
PROVISIONS RELATING TO RENEWALS OR EXTENSIONS:
The tam of the lease may extended at the option of Lessee far one additional term of 20
yeam each commencing June 1, 2021
PROVISIONS RELATING TO OPTIONS TO PURCHASE:
nm
DATE OF MEMORANDUM: MayZ$ 2003
CITY OF BMsTGGORR
Ey'
El i Barr
dwand A Barrett
Its: City Manager
STATE OF MAINE
PB OBSCOT, as.
May2b 2003
Thea personally appeared the above-named Edward A.
Barrett, in his capacity as City
Manger of the City Of Bangor and acknowledged the foregoing instrument b Lis free ad and
deed and rhe free act and deed of the City of Bangor.
Before me,
Na�
Notary Public
Maine Attomey-at-Law
NORMAN E. HEITMANN, IN
NOTARY PUBLIC, MAINE
MY COMMIES" EXPIRES JANUARY 31, try{
02-400
� Jre Assigned to Councilor Wdecci OC'fUBlat 28, 2002
CITY OF BANGOR
(TITLE.) ORDER, Authorizing Execution oflidenture of Lease with the Challenger
Learning Center of Maine
By the Cary Council ofthe City of Bangor:
ORDERED,
THAT the City Manager, on behalf of the City of Burger, is hereby authorized and directed to
execute an Indenture of Lease between the City of Danger and the Challenger Learning Center of
Maine in substantially the same' form as the Indenture of Lease attached hereto.
Ia
an rola b
goober 28, 2002
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