LEASE AGREEMENT This Lease made thi' day of August 2013 by and between Ocean View Retirement Community Limited Partnershi a Maine limited partnership with a principal place of business at 20 Blueberry Lane, Falmouth, Maine (hereinafter called "Landlord") and Portland Public Schools, acting by and through its school committee (hereinafter called "Tenant"). I. Landlord does hereby lease, demise and let unto Tenant, and Tenant does hereby take, hire and lease from Landlord, for the term and upon and subject to the terms and conditions set forth in this Lease, the three story school building and associated parking area, improvements and real estate known as the former Plummer School with rights of ingress and egress over walkways and drives (the "Premises") (but subject to the rights of the Town of almouth referenced in Exhibit A-2) located at 192 Middle Road in Falmouth, Maine, such Premises being identified as Lot G, as shown on the subdivision plan entitled Amended Subdivision Plat, Plummer, Lunt Motz School Properties made for Ocean View Retirement Community Limited Partnership and Ocean View at Lunt School, by Titcomb Associates, dated September 4, 2012, as revised on October 16, 2012, November 2, 2012, November 13, 2012, December 18, 2012 and January 7, 2013, and recorded in the Cumberland County Registry of Deeds, Plan Book 213, Page 24; and which Premises are shown as Lot on the site plan attached hereto as Exhibit A-l. Said Premises are subject to the easements, covenants and encumbrances referenced in Exhibit A-2 hereto, and Tenant agrees to comply with the terms thereof. Floor Plans of the three story school building constituting a portion of the Premises are attached hereto as Exhibit A-3. The Landlord shall provide the Premises in broom clean and vacuumed condition. The Premises are leased and accepted in "as is" and "with all faults" condition. Tenant acknowledges that Landlord has made no representations and Tenant is not relying on any representations about the Premises, their suitability for any particular use and/or the physical condition thereof; and b) that the Tenant has conducted its own due diligence inquiries with respect to the Premises and is satisfied with the results thereof. Prior to September 1, 2013, Landlord shall permit Tenant access to the Premises at Tenant's sole risk and expense to perform work approved by Landlord, said approval not to be unreasonably withheld or delayed. Tenant shall also have the right to use the school furnishings currently located within the school building on the Premises, including student desks, teacher desks, computer desks, twelve 4-drawer lateral file cabinets, round tables, display rack, bookcases/shelves and other existing items. ARTICLE II. TERM. The term of this Lease shall be for a period of ten (10) months beginning on September 1, 2013 and ending on June 30, 2014. ARTICLE Base Rent. Tenant agrees to pay to Landlord Base Rent in the amount of Seventy-Five Thousand Dollars The Base Rent shall be payable in advance in equal installments of Seven Thousand Five Hundred Dollars ($7,500) on the first day of each and every month during the ten (10) month term of this Lease. All Base Rent shall be payable, without any offset, abatement, deductions or setoff whatsoever and without previous demand therefore, at the address set forth in this Lease in regard to notices or at such other place as Landlord may direct by notice in writing to Tenant from time to time. ARTICLE IV. Cleaning and Utilities. Tenant shall pay, as they become due, all bills for electricity, heating oil and other utilities (whether they are used for furnishing heat or other purposes) and sewer and water charges and assessments and other utilities that are furnished to the Premises, all bills for fuel furnished to the Premises, and all charges for telephone and other communication systems and any other utilities used at and supplied to the Premises and all bills for cleaning and janitorial services for the Premises which Tenant shall be responsible for coordinating. Tenant shall be responsible at its own expense to provide all cleaning and janitorial service for the interior of the building constituting the Premises. Tenant also shall be responsible at its own cost and expense to provide telephone, other communications, and data services for the Premises. All utilities, including water, sewer, electrical and heat, for the Premises, are shared with and metered to the adjoining former Mason Motz School that is owned by the Town of Falmouth. Tenant shall reimburse the Town of Falmouth for all of those costs attributable to the Premises, with any reimbursement to the Town of Falmouth to be worked out between the Town of Falmouth and Tenant. All utilities are subject to interruption due to any accident, to the making of repairs, alterations or improvements, to labor difficulties, to trouble in obtaining fuel, electricity, service, or supplies from the sources from which they are usually obtained for said building, or to any cause beyond control. Landlord shall have no obligation to provide utilities or equipment except that Tenant shall have the right to use existing equipment. In the event Tenant requires additional utilities or equipment, the installation and maintenance thereof shall be Tenant's sole obligation, provided that such installation shall be subject to the written consent ofLaudlord. ARTICLE V. Improvements bv Tenan_t. Tenant agrees to perform all work in order to bring the Premises up to compliance with all applicable laws and ordinances. Tenant shall also make any changes necessary or desired for Tenant's use of the Premises. Tenant anticipates that this work will include without limitation the replacement of the carpet in the entrance lobby; the installation of an Phone" or other security system at the designated point of entry; the removal of obstructions, including shelving, switches, electrical outlets, etc., in intervention/quiet spaces; the placement of lexan or comparable panels on inside sills to cover lower sash of certain classroom windows; and installing cable within the building for educational programming and communications. Tenant shall review these plans with Landlord for approval, which approval shall not be unreasonably withheld or delayed. The intention of the parties is that this work may be perforrned by Tenant prior to commencement of the term on September 1, 2013. All improvements shall be completed by Tenant in compliance with all applicable state and municipal building codes and ordinances. Any town zoning questions, permitting andfor approvals, shall be Tenant responsibility. Landlord shall pay all real estate taxes and building insurance. Landlord shall have no obligation to make any improvements or alterations to the Premises, and all improvements and alterations which shall be necessary to prepare the Premises for use and occupancy by Tenant shall be performed by Tenant. Tenant shall install its trade fixtures, furniture, equipment and other personal property and shall construct its improvements and any other changes and modifications (all herein referred to as "Tenant's Wor in and on the Premises, at Tenant's sole cost and expense, in accordance with plans and specifications approved in advance by Landlord. Notwithstanding any review or approval by Landlord of Tenant's working drawings and specifications, or any changes therein required by Landlord, Tenant shall have full responsibility for all defects in design, construction, workmanship and materials with respect to the Tenant's Work. All of Tenant's Work shall be diligently and completed in a good and workmanlike manner and in full compliance with all applicable governmental laws, rules, regulations, ordinances, permits and approvals at Tenant's sole cost and expense and in accordance with the Plans approved by Landlord. Tenant shall have no right to cancel this Lease, seek a diminution of rent, sue for damages, or assert any other contractual, legal or equitable remedy (other than an action for specific performance or damages for any condition of the Premises or based either on a claim that Landlord failed to deliver possession of the Premises in accordance with the terms of this Lease, provided that if the Premises are uninhabitable or unsuitable due to an unknown or undisclosed latent condition, Tenant may provide Landlord with 30 days' notice of such condition and documentation thereof, and if Landlord, at its sole discretion and option, has not cured said condition with said 30 days, Tenant may terminate this Lease and shall be entitled to an equitable abatement of rent and other payments hereunder from the date of said notice. ARTICLE VI. Payment for Tenant's Work: Mechanics Liens. Tenant shall pay when due the entire cost of any work to the Premises undertaken by Tenant so that the Premises shall, at all times, be free of liens for labor and materials and upon request by Landlord to provide sufficient bonds or other sureties against such liens; and Tenant shall procure all necessary permits before undertaking such work; and do all of such work in a good and workmanlike manner, employing material of good quality and complying with all govemrnental requirements; and Tenant shall maintain such insurance as will protect it from claims under Workmen's Compensation Acts and other employee benefit acts and as will protect Landlord and Tenant from claims for damages because of bodily injury, including death, and from claims for damages to property, which may arise out of or in connection with such work whether performed by Tenant or by Tenant's contractors or subcontractors or anyone directly or indirectly employed by any of them; and Tenant shall defend Landlord and save Landlord harmless and indemnified from all injury, loss, liability claims or damage to any person or property occasioned by or arising out of such work. Tenant covenants and agrees that if any mechanics' lien or claim or other lien of any kind whatsoever shall be filed or maintained against the Premises or other property of Landlord by any contractor, subcontractor, materialman or laborer of Tenant or Tenant's contractor or subcontractors for work done or materials furnished in connection with the Tenant's Work or any other work by Tenant or any contractor, subcontractor, materialman or laborer of Tenant or Tenant's contractor or subcontractors, Tenant shall, within thirty (30) days after the filing of such claim or lien, or sooner if required to prevent a default in any mortgage or other agreement affecting the Premises, either (1) pursuant to any applicable statute, bond against the same and remove such claim or lien of record, or (2) furnish a waiver and release from the party originating such claim or lien as to Landlord's property and the Premises. lf Tenant fails to discharge any claim or lien, Landlord shall have the right to discharge any such claim or lien by payment or otherwise, and Tenant shall reimburse Landlord therefore and for all costs and expenses as Additional Rent. Tenant further agrees that all contractors, subcontractors, materialmen and laborers performing such work or providing such labor and materials furnished and work done for Tenant will be paid by Tenant so that there shall not be any legal or lawful claim of any kind whatsoever against Landlord for any work done or labor or materials furnished in connection with the Tenant's Work. ARTICLE VII. Use of Premises. Tenant shall use and occupy the Premises solely for public school purposes, including instruction, day treatment programs, and school support and administrative services, and for no other purposes. Tenant shall establish and enforce rules so that students are not permitted on the adjoining Ocean View retirement community property. Tenant shall bus all students to the Premises from Portland and no parking of vehicles by students shall be allowed on the Premises or in the general area. Tenant shall have only approximately 40 students in the Premises at any time and shall maintain a staff of approximately 2.5. Tenant shall be responsible to provide appropriate daily school supervision of students, and shall not look to the Falmouth Police Department for its daily school supervision. Tenant shall retain private security/discipline forces if the Falmoutb Police are called to the Premises more than once a month or the almouth Police Department reasonably so requires. Tenant shall not burn any trash on or near the Premises or cause any offensive odors to be emitted from the Premises. Tenant shall not to make any use of the Premises which is improper, offensive or illegal and shall not permit any act or thing to be done on the Premises which shall constitute a nuisance or which may make void or voidable any insurance on said Premises or the building of which they are a part against fire, and to pay any increased or extra premium payable for any such insurance resulting from any act done by Tenant. Tenant shall not to conduct an auction, fire, bankruptcy, going out of business or similar sale, on the Premises. Tenant shall not to pennit or cause to be used on the Premises any device such as an outdoor public address system, excessively bright lights changing, flashing or flickering, or any similar devices, the effect of which shall be visible or audible from the exterior of the Premises. This shall not preclude Tenant from operating PA and securitytemergency warning systems customary for public schools. Tenant shall not injure or deface the Premises. Tenant shall be responsible for the removal of its own trash, rubbish, garbage and refuse removal, at its sole cost and expense, and all waste shall be properly disposed of in accordance with applicable law. Tenant shall not permit the accumulation of rubbish, trash, garbage and other refuse in and around the Premises. No rubbish, trash, garbage or other refuse shall be burned by Tenant in the Premises or elsewhere in the building or Premises and all of the same shall be kept in suitable containers in the interior of the Premises (or in locations outside the Premises as Landlord may permit by notice in writing) until the same is picked up from the Premises and the building. The removal agency selected by Tenant shall be subject to Landlord's reasonable approval. In the event Tenant fails to remove any accumulation of rubbish within twenty-four (24) hours after notice from Landlord to remove the same, Landlord shall have the tight (but not the obligation) to remove the same, in which event the Tenant shall pay to Landlord the cost plus fifteen percent overhead for such removal as Additional Rent immediately upon demand. ARTICLE Repairs and Alterations. Tenant shall be responsible at its own expense for all customary and routine, non-capital, repairs and maintenance to keep the interior of the school building constituting a portion of the Premises (the "Interior Space") in good working order. Landlord shall be responsible at its own expense to provide landscaping, lawn mowing, snow and ice removal (except that Tenant shall clear the primary exterior door access to the Premises after snow storms).Tenant, at its own cost and expense, shall keep and maintain the Interior Space in as good order, repair, and condition as the Interior Space existed at the Commencement Date of this Lease and as will exist upon completion of Tenant's Work, ordinary wear and tear excepted, and will make any such necessary repairs and replacements. Tenant shall make all such repairs and replacements to the Interior Space, which may be required by any laws or ordinances, excepting matters that are the responsibility of Landlord to maintain and repair. Tenant shall be solely responsible for janitorial service for the Interior Space. Tenant shall, at its sole cost and expense, during the entire Term of this Lease, maintain in force a service contract providing for the repair and bi-annual service and maintenance of all heating, ventilating and air conditioning equipment serving the Premises, to the extent located within the Premises. All glass must be kept good and whole by Tenant. Tenant shall also be responsible for the cost of all repairs to the Premises if the same are occasioned by Tenant's or its employees', agents' or invitees' improper or negligent use thereof. Landlord is not obligated to make any repairs or improvements to the Premises. Tenant shall not make any alterations, installations, repairs, improvements, replacements or additions in, to or about any part of the Premises, or remodel all or any part of the Premises, without the prior written consent of Landlord and the prior written approval of the plans and specifications therefor, which consent will not be unreasonably withheld or delayed. All additions, repairs, replacements, alterations and improvements to the Premises made by Tenant, including all materials used and incorporated therein, shall become the property of Landlord upon the expiration or termination of this Lease. Tenant may make alterations and improvements to the Premises only if it has first submitted plans of the said work to Landlord and obtained the consent thereto of Landlord in writing. Tenant agrees that all such alterations, and improvements shall be made in a good and workmanlike manner in accordance with the plans and specifications approved by Landlord and in accordance with all applicable building codes and land use and zoning ordinances, and that any such work undertaken by Tenant shall he diligently prosecuted to completion. Tenant shall make all repairs to the Premises, or the building, occasioned by any such alterations, or improvements. All alterations, and improvements made to the Premises shall become the property of Landlord upon being annexed to the real estate. ARTICLE IX. Covenants. Tenant covenants and agrees as follows: To pay when due all Base Rent other charges provided hereunder at the times and in the manner provided herein. To procure any licenses and permits required for any use made of said Premises by Tenant; and upon the expiration or termination of this Lease, to remove its goods and effects end those of all persons claiming under it and to yield up peaceably to Landlord the Premises, broom clean and in good order, repair and condition in all respects, reasonable wear and tear only excepted. To keep and maintain the grounds of the Premises clean and free from rubbish, trash and garbage, and to maintain the Premises (including the front thereof) clean and neat in appearance. To pay when due the entire cost of any work to the Premises undertaken by Tenant so that said Premises shall at all times be free of liens for labor and materials and upon request by Landlord to provide sufficient bonds or other sureties against such liens; to procure all necessary permits before undertaking such work; to do all of such work in a good and workmanlike manner, employing material of good quality and complying with all governmental requirements; to maintain such insurance as will protect it from claims under Worl