HomeMy WebLinkAboutAgenda - 08-17-1999 - 8rORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: August 17, 1999
Action Agenda
Item No. $- Ir
SUBJECT: Lease approval with Alliance for Historic Hillsborough for Dickson House
DEPARTMENT: Purchasing 8 Central Services PUBLIC HEARING: (YIN) No
ATTACHMENT(S):
• Proposed lease with Alliance for
Historic Hillsborough
• Original agreements regarding acquisition
of the property
INFORMATION CONTACT:
Pam Jones extension 2652
TELEPHONE NUMBERS:
Hillsborough 732-8181
Chapel Hill 968-4501
Durham 688-7331
Mebane 336-227-2031
PURPOSE: To consider approving a lease with the Alliance for Historic Hillsborough for the Dickson
House and associated property and outbuildings for the purposes of continued operation of the Visitor's
Center.
BACKGROUND: The County approved the purchase of the Dickson House and property from the
Historic Preservation Fund of Hillsborough, Inc. in March 1993. The attached agreement between the
County and the Preservation Fund (the Fund) reflects a number of conditions that affect the disposition
and use of the property and structures. One such condition is that for a period of ten years from March
1, 1993 the property be "made available to the Hillsborough Area Chamber of Commerce, Inc, or to some
other organization for operation as a visitor's center and allied uses for the Town of Hillsborough and
Orange County..." . This stipulation would seem to preclude use of the facility for County needs
unrelated to a visitor's center at this time. However, the proposed lease is scheduled to expire on June
30, 2003, which is a few months after the fulfillment of the County's obligation to allow the building to be
used as a Visitor's Center -The County would then be in a position to assess the value of the property
for County use against its value as a Visitor's Center and make decisions accordingly.
As the Board is aware, the Hillsborough Chamber of Commerce operated the visitor's center at the time
the agreement was executed with the Fund. However, several years ago, the Alliance for Historic
Hillsborough (the Alliance) was formed and has since that time operated the visitor's center in the
Dickson House under a sublease with the Chamber. The Chamber relocated their offices when their
lease expired on July 31, 1999, thereby requiring a new lease to be executed between the Alliance and
the County.
The proposed rent has been calculated using the square footage of the Dickson House as its basis. The
house is approximately 2,713 square feet. The Alliance has expressed the need to have use of the entire
house for their programs. At $12 per square foot, the annual lease amount is $32,556. The Executive
Director has indicated that the limited budget of the Alliance (approximately $150,000 annual total) is
insufficient to take on the full responsibility of the rent. In fact, their anticipated expenses for operating
the Center fall short of the anticipated revenues by at least $1,500 without considering any payment of
rent. Assuming that the Board supports the continuation of the Visitor's Center under the direction of the
Alliance, the staff has proposed a cost and responsibility sharing arrangement that would have the
Alliance paying $2,760 per year cash rent, with the remaining $29,796 in-kind support for the tourism
initiative. The Alliance would also be responsible for certain other expenses as outlined in the table
below.
The attached proposed lease with the Alliance parallels the Chamber lease in most regards. The
comparative data is as follows:
Description Chamber lease Proposed lease with the Alliance
Square footage against which Approximately 600 sq. ft. Entire building; approximately
rent was assessed u stairs onl 2,713 s uare feet
Rent amount per square foot $8 ($4,800 annually) $12 ($32,556 annually)
(gross amount. Does not include
set offs for maintenance
Actual Cash received b Coun $2,760 $2,760
In-kind su ort of tourism Not mentioned $29,796
Interior Maintenance Routine maintenance, including Routine maintenance, including
painting-Chamber painting-Alliance responsibility.
res onsibili
Exterior maintenance of None. County responsibility. None. County responsibility.
structures
Grounds care; Helen's Garden Total grounds care contracted County mows; Alliance contracts
maintained by Preservation Fund and paid by Chamber. Annual for remaining care of grounds
of Hillsborough. rent offset was granted for (Helen's Garden remains
$2,040 per year. responsibility of Preservation
Fund
Utilities Paid by Chamber Paid by Alliance
Cleanin Paid b Chamber Paid b Alliance
The Executive Director of the Alliance will be present at the Board meeting to address any questions or
concerns that the Board might express regarding the operation of the Visitor's Center.
FINANCIAL IMPACT: The County would receive $2,760 cash annually from the proceeds of this lease.
RECOMMENDATION(S): The Manager recommends that the Board approve a lease with the Alliance
for Historic Hillsborough for the Dickson House, property and associated outbuildings through June 30,
2003 per the terms and conditions cited in the abstract and in the lease document; and authorize the
Chair to sign on behalf of the Board.
NORTH CAROLINA
ORANGE COUNTY
LEASE
This lease agreement, dated the seventeenth day of August, 1999, by and between Orange County,
North Carolina, hereinafter called the `County" and the Alliance for Historic Hillsborough, Inc.
hereinafter called the "Alliance".
WITNESSETH:
The County hereby leases to the Alliance and the Alliance hereby leases from the County the following
described property, hereinafter called the "premises".
1. PREMISES
The Alexander Dickson House, approximately 2,713 square feet in size, and its lot, 150 East King
Street, Hillsborough, together with the outbuildings situated thereon, one of which is known as "the office"
and the other of which contains restrooms, all of the property being herein referred to as "the premises".
2. TERM OF LEASE
The term shall commence on the first of August, 1999 and shall end on the 30th day of June,
2003, on the terms and conditions set forth herein.
3. RENT
Rent for the premises shall be assessed at $32,556 per year, of which $29,796 shall be
considered in-kind support of the Visitor's Center efforts to enhance tourism in Orange County.
The Alliance agrees to pay the County cash rent in the amount of $2760 per year; payable $230 per
month payment due and payable, in advance, on the first day of each and every month. Rent shall be
paid to the County at such location as is designated by the County in writing to the Alliance.
4. USE OF PREMISES
The Alliance shall use the premises for the purpose of operating the Orange County Visitors'
Center ("the Center"). The Alliance may grant subleases to others engaged in work that is
complementary to the operation of the Center under the stipulations set forth in paragraph 6 of this lease.
5. NOTICES
For the purpose of notice or demand, the respective parties shall be personally delivered or
served by certified or registered mail, return receipt requested, addressed to County or Alliance at their
respective office address, as set forth herein:
TO COUNTY: Orange County
Director of Purchasing and Central
Services
PO Box 8181
Hillsborough, NC 27278
TO ALLIANCE: Alliance for Historic Hillsborough
Executive Director
150 East King Street
Hillsborough, NC 27278
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or at such other address as may hereafter be designated in writing by either parry hereto. The time and
date on which mail is postmarked shall be the time and date on which such communication is deemed to
have been given.
6. ASSIGNMENT AND SUBLEASE
Alliance shall not assign or sublet any part of the premises without the written consent of the
County. Provided, however, written consent of the County is not required for any sublease or subleases
that do not exceed sixty (60) days in duration and are with subtenants whose work is complementary to
the operation of the Center. The County however, shall be notified in writing of any such sublease within
thirty (30) days of commencement of the sublease. Such assignment or sublease shall in noway relieve
the Alliance of any obligations hereunder for the payment of rents or the performance of the conditions
and provisions of this lease.
7. COVENANT OF TITLE
The County covenants, represents, and warrants that it has full right and power to execute and
perform this lease. If at any time during the term hereby demised the County's title shall fail or it shall be
discovered that the County's title does not permit the County to grant the term hereby demised, the
Alliance's remedy, which shall be exclusive of all other remedies shall be:
a. Annul and void this lease; and
b. Be indemnified by the County against any claims against the Alliance for rents paid by the
Alliance to the County under this lease.
8. QUIET ENJOYMENT
The County agrees that the Alliance, upon paying the stipulated rental and keeping and
performing the agreement and covenants herein contained, shall hold and enjoy the premises for the
lease term, subject to the terms of this lease.
9. RIGHT OF ENTRY
The Alliance agrees that the County or its designee shall have the right to enter the premises for
any lawful purpose during normal business hours or any other time with consent of the Alliance.
10. INSURANCE
Property Damage
The County shall provide Fire and Extended coverage insurance to the premises. Contents shall
be insured by the Alliance; the Alliance shall also insure any improvements and betterments made by it to
the premises to the insurable value thereof. Unless the parties agree otherwise, any proceeds collected
upon all such policies of insurance shall be used to repair and/or replace the premises, improvements or
betterments so damaged or destroyed, and such repairs and/or replacements shall be prosecuted
promptly by both the County and the Alliance with such insurance funds.
In the event of total destruction of the Dickson House located on the premises by fire or other
casualty, this lease shall terminate as of the date of such destruction, unless the County, the Alliance and
the Preservation Fund of Hillsborough mutually agree to in, some manner have the Dickson House
restored, during which restoration period the Alliance shall be excused from the rental payment.
In the event of partial destruction of the Dickson House which renders it unsuitable for the
Alliance's business, the parties shall repair and restore the Dickson House as quickly as practical and
during such period of repair and restoration there shall be an abatement to the Alliance of the rental
amount proportionate to the portion of the floor area of the Dickson House rendered unsuitable for
Alliance business.
• General Liability coverage:
The Alliance shalt at all times during the term of this lease keep in effect comprehensive liability
insurance in the amount of at least $1,000,000 for any occurrence resulting in bodily and personal injury
to or the death of one person and consequential damages arising therefrom, and in the amount of at least
$1,000,000 f or any such occurrence for more than one person. The Alliance shall obtain an
endorsement to its comprehensive liability insurance policy naming the County, its Board of County
Commissioners and employees as additional insureds. The Alliance shall provide the County with and
maintain current a certificate from its insurance carrier confirming the contractual liability endorsement
required in this paragraph.
11. INDEMNITY
The Affiance agrees to indemnify and save harmless the County against and from any and all
claims by or on behalf of any person, firm or corporation arising by reason of injury to person or damage
to property occurring in the premises occasioned in whole or in part by any act or omission on the part of
the Alliance or an employee, agent, visitors, assign or undertenant of the Alliance or by reason of any
unlawful use of the premises or any breach violation or nonperformance of any covenant in this lease on
the part of the Alliance to be observed or performed, and also for any matter or thing growing out of the
occupancy or use of the premises by the Alliance.
12. REPAIR AND MAINTENANCE
County Responsibilities for Maintenance and Repairs:
1. Keep, repair and maintain the structural integrity of the buildings and maintain the exterior
of the building not made necessary by the fault, act or negligence of the Alliance, its agents, sublessees,
employees or business invitees.
2. Mow grass on the premises .
3. Keep, repair and maintain: heat and air conditioning systems in the premises, plumbing
and electrical maintenance to services (not including routine plumbing and electrical repairs within the
buildings) not made necessary by the fault, act or negligence of the Alliance, its agents, sublessees,
employees or business invitees.
Alliance Responsibilities for Maintenance and Repairs:
1. Keep the interior of buildings on the premises in good condition and repair, excepting
obligations which are the responsibility of the County as noted above or which are made necessary by
reason of fire and other unavoidable casualties covered by the County's fire and extended coverage
insurance, and excepting reasonable wear and tear. Such repair and maintenance responsibility of the
Alliance shalt include: walls and ceilings (including the painting thereof); maintenance of floors, cleaning
of all buildings; routine plumbing and electrical repairs within the buildings.
2. The Alliance shall be responsible for grounds care except for mowing, to exclude those duties
associated with Helen's Garden.
3. The Alliance shall notify the County by contacting its Public Works Administrative office, of any
needed repairs.
4. Keep repair and maintain those things that are the responsibility of the County in the event that
repair and maintenance is necessary because of the fault, act or negligence of the Alliance, its agents,
sublessees, employees or business invitees.
13. ADVISORY COMMITTEE
A committee consisting of representatives from the County, the Alliance, the Hillsborough
Preservation Fund and the Town of Hillsborough shall be convened to advise the County in the event any
repair, maintenance or alternation to the premises shall affect the appearance of the interior or exterior of
the buildings or the grounds on the premises. Such approval shall be rendered prior to the
commencement of any work. Repairs to heat and cooling systems, electrical and plumbing maintenance,
cleaning of the buildings, and routine grounds maintenance shall not require prior approval by the
committee.
14. ALTERATIONS
Any alterations to the premises made by the Alliance upon approval of the Advisory Committee
shall become property of the County and shall remain upon and be surrendered with the premises as a
part thereof at the expiration or earlier termination of this lease.
15. UTILITIES
The Alliance shall be solely responsible for and promptly pay all charges for heat, water, sewer,
gas, electricity or any other utility used or consumed in the premises, including associated deposits and
connection fees.
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16. SIGNS
The Alliance reserves the right to install signage it deems appropriate to properly direct the public
to the services offered at the premises.
Prior to sign installation the Alliance agrees to submit to County for County approval plans for
signage, which approval shall not be unreasonably withheld. All signs erected by the Alliance shall
comply with all requirements of public authorities having jurisdiction with respect thereto.
17. ENTIRE AGREEMENT
This lease contains the entire agreement between the parties hereto, and no promises,
agreements, conditions or stipulations not contained herein shall be binding upon either party hereto.
The parties hereto have executed this lease as of the day and year first above written.
County of Orange
By:
Alice M. Gordon, Chair
Attest:
Alliance for Historic Hillsborough, Inc.
By:
Chair, Alliance for Historic Hillsborough
Board of Directors
Attest:
Beverly A. Blythe, Clerk to the Board Secretary
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
~, , a Notary Public for said County and State, do hereby certify that
,personally appeared before me this day and acknowledged that he/she is
of the Alliance for Historic Hillsborough, Inc. and that by authority duly given and as the
act of the Alliance the foregoing instrument was signed in its name by its ,sealed with its
corporate seal and attested by himself/herself as its .
Witness my hand and official seal, this the day of , 1999.
My Commission expires:
STATE OF NORTH CAROLINA
ORANGE COUNTY
Notary Public
I. , a Notary Public for said County and State, do hereby certify that Beverly A.
Blythe personally appeared before me this date and acknowledged that she is the Clerk to the Board of
Commissioners of Orange County, and that by authority duly given and as the act of Orange County, the foregoing
instrument was signed in its name by Alice M. Gordon, Chair, sealed with its official seal, and attested by herself as
its Clerk.
Witness my hand and offcial seal, this the day of , 1999.
My Commission expires:
Notary Public
Mail attar recording to __ .
This inatrumant was prepared byf"~~..6. VAN AL,L.EN. ({28j3V) p,Q, 9px 3843,.. Durham, NC 27702-3843
Brief description fur the Inde!c
NORTH CAROLINA GENERAL WARhAN'1'Y llL-'1~1~
THt3 DBBD made this day uI _..... 19 by and between
GRANTOR
T43E PRF~ER1/ATTON F1]tD OF HILLSBORf][1GH, INC.
CKAN'I'EE
ORANGE COL~l1Y, NORTH CA}ZOL.INA
BA{K is appropriaY tlleea (K eaea parer: Ilame, address, sad, i( appropriate, eharoetK of enUt~, e.e. corpentloa or parloershlp
"=' The desianatioa Crantor and Crantte as used herein shall include acid parties, their hciry, YUl'C1:Sau1'8, :uui ;~.ra~;u.,, ,,:,
shall include sinsular, plural, masculine, feminine ur neuter as i•eyuired by cuutext.
WITNESSL'fH. that the Grantor, for a valuable consideration paid by the Grantee. the receipt of which is hey et,:
aeknowrled=ed, has and by these prnents does ¢rant, barYain, sell and convey unto the Crantue in Cee eimplc, :III U~.,c
certain tut ur parcel of land situated in the Ciir~.i Town of Hillsborough Hillsborough r."~ ~~,~~~,
~t• Cuwrty, North Carolina and more particularly doocribcd ao follu~.~y:
BQiIDNII~'s at a concrete monument in the Northwest corner of the interaction of Cameron
Street and Margaret Lana in the Tbwn of Hillsbo=ottgh (which beginning point is located
South 18' 35' 21" West 302.52 feet from N.C. Geodetic Monument "Street"); thence fran
said begiming point along the West right~f-way line of said Cameron Street North
5' 37' S1" Ehat 264.00 feet to a ca~crete monument in the Southwest corner of the
intersecr_ion of said Catnes'oct Street and King Street; thence slang the South right-of-way
line of said ICiryg Street North 84' 00' West 327.36 feet to a ooncrete monument in
said right~f-way line, the Noz'theast corner of the lot formerly owned by Gladys L.
Coley (said point being marked "X" on the Plat hereinafter referred to); thence along
the line of said coley lot South 3' 27' O1" west 202.31 feet to a concrete monument
(said point being marked "Y" on said Plat); thence along the Fast line of lot awned
by Z. R. Poberts South 6' 32' 30" Weat 61.81 feet to a concrete monument in the North
right-ot-wny line of said tKnrgaret Lane, the Southeast corner of said Roberta' lot;
thence along the North right-of-way line of Margaret Lane South 84' 00' East 320.60
feet to the place or point of beginning and containing 1.956 acres, more or less,
according to survey and plat of Davisrn Timber Management Service, Inc., dated December
30, 1965, Arid January 4, 1966, entitled "PROPEFrTY OF QIARL,ES N. BLA[~", and which
plat is duly recorded in Plat Book 15, Page 2, Orange County Registry.
n c. e,r sou. terra Me. sw .~ un
Tax Lot No. _. _ _ __ _ _ _ .. Parcel Identifier No.
Verified by .._. __ _..... _._ . County on the day of ly
by _...__........._ ..._ ..._
SAVING AND EXCEPTING crop the shove-described property the Western portion ~1~ereoE 9
formerly conveyed by CHARi.FG H. BL.Ai~ and wife, HELEN L. BLAE~, to the UNITED STATES
POSTAL SERVICE, as recorded in Deed Book 251 at page 1595, Orange County Registry,
_ and described as follows: BEGINNING at a 4" x 4" concrete monument in the South property
Line of King Street, said point standing South 84° 03' East 497.64 feet Erom the Southeast
intersection of King and c2~urton Streets, said point being the Northeast corner of
Central Telephone Ca~any lot, running thence from said beginning point along and
with the South line of said King Street South 84° 03' East 197.36 feet to a 4" x 4"
concrete monument, anew corner with Charles H. Blake; thence along and with the west
Tine of said Blake South 5° 35' West 264 feet to a 4" x 4" concrete monument in the
North property line of Margaret Lane said point being the Southwest corner of said
Blake; thence along and with the North line of said Margaret Lane North 84' 00' West
190.60 feet to a concrete monument the Southeast corner of Zephaniah R. Poberts lot;
thence along and with the Fast line of said Roberts lot North 6' 22' East 61.81 feet
to a 4" x 4" concrete monument; thence along and with the Fast line of said Roberts
and said Telephone Ccinpany North 3' 24' East 202.31 feet to the point or place of
BDGINNING, containing 50,859.13 square feet according to survey and plat by Robert
A. Jones ~ Associates, Registered Surveyors, dated September 3, 1974.
BEING THE SAME PROPERTY conveyed to The Preservation ELrd of Hillsborough, Inc.
fran Helen L. Blake (widow) by deed recorded in Hook 388 at page 365 in the Orange
County Registry.
The ab~-described property is oonveyed subject to the agreements, easements, convenents
and restrictions set forth (1) in the aforesaid deed recorded in Book 388 at page
365 in the Orange Oamty Registry as amended by that certain Deed of Release and Agreement
recorded in Book 779 at page 228 in the Orange Canty Registry, and (2) in Exhibit
A attached to this Deed and made a part hereof, all as if the same were more particularly
herein set forth; which said agreements, easements, convenents and restrictions shall
run with the lard and be binding upon the grantee, it successors and assigns forever;
aid by its acceptance of this deed, the grantee, for itself, it successors and assigns,
hereby agrees to be bound by the same.
iiisivz 10
DICKSON HOUSE
WHEREAS, the two-story framed house, known as the "Dickson House,' presently
located at 150 East King Street in the Town of Hillsborough, Orange County, North
Cazolina, on the tract of land hereinabove described and conveyed (hereinafter referred to as
the "Subject Property"), is a building of recognized historical, cultural and architectural
significance; and
WHEREAS, the one-story separate framed building known as the "Office" and also
located on the Subject Property, is also a building of recognized historical, cultural and
azchitectural significance (the aforesaid "Office" and the aforesaid "Dickson House' being
hereinafter jointly and severally referred to as the "Dickson House'); and
WHEREAS, the Preservation Fund of Hillsborough, Inc. (hereinafter the "Fund"), the
Historic Preservation Foundation of North Cazolina, Inc. (hereinafter the "Foundation") and
the Grantee each desire that the historic Dickson House be preserved foe the enjoyment and
edification of future generations; and
WHEREAS, the Subject Property was conveyed to the Fund and made subject to
certain restrictions which wen subsequently amended by a certain Deed of Release and
Agreematt recorded in Book 7'19 at Page 228 in the Orange County Registry; and
WE~.REAS, this cortveyancx is made subject to the conditions and restrictions as set
forth in said Deed of Release and Agreement, and to the conditions and restrictions as set
forth herein; artd
WHEREAS, the Fund, the Foundation and the Gtantce each desire that the Dickson
Hotue be adapted and altered, where necessazy, to provide for contemporary conveniences
and to atxommodate contemporary uses, while at the same time retaining its historically and
architecturally significant features; and
WHEREAS, the Fund and the Grantee both desire that the Dick:~n House be used as
a visitor's service center fru the Town of Hillsborough and Orange County in accordance
with the agree,rrerrts set forth herein; and
WHEREAS, the Fund is a charitable organization which acquires certain rights
pursuant to historic preservation agreements that will insure that structures located within
• Orange County of tecognized historical and architecdrral significance are preserved and
maintained for the benefit of future generations; and
WHEREAS, the Foundation is a charitable organization which acquires certain rights
pursuant to historic preservation agreements that will costae that stnuturq located within the
state of Noah Carolins of recognized historical and architxtural significance are preserved
and maintained for the benefit of future generations; and
WHEREAS, the North Carolina General Assembly has enacted the Historic
Prese~vatioa and Conservation Agreements Act validating restrictions, easements, covenants,
conditions or otherwise, appropriate to the preservation of a structure or site historically
significant for its architectural, archeological or historical associations.
NOW, THEREFORE, the Grantee hereby agrees that the Subject Property shall be
and shall permanently remain subject to the following agreements, easements, covenants and
restrictions:
1. These covenants may be enforced by the Fund and its legal successors or its
assigns a, set forth hereirrbelow, and by the Foundation and its legal successors, and its
assigns as sei forth hereinbelow, as well as by all other persons, fuYrrs or corporations that
may, by operation of law, have the right to do so, and these covenanu shall be adminisured
solely by the Foundation and its legal successors, or iu assigns as set forth hereinbelow; and
in all subsequent conveyances of Subject Property, the Foundation, its legal successors, or its
assigns as set forth hereinbelow shall be the sole party entitled to administer these covenants.
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In the event that the Fund, or the Foundation or either of their successors in interest by 11
corporate merger cease to exist, then in such event such entity shall assign all of its rights
and interests in these easemenu, covenants, and conditions subject to such duties and
obligations which it assumes hereby to the other, or to some other non-profit corporation of
responsibility which exists for substantially the same reasons as the assigning entity. If no
such corporation be available for such assignment then, under such circumstances such
assignment shall be made to the State of North Carolina which shall be the sole party entitled
to administer those covenants.
2. The Subject Property shall be used for beneficial public purposes only, in
accordance with the provisions set out in the Decd of Release and Agreement dated February
13, 1989 and executed by Helen Blake Watkins (widow) et al., recorded in Book 779 at Page
228 in the Orange County Public Registry.
', ~„ i
3. For at least ten years from the date hereof, the Subject Property shall be made
available to the Hillsborough Area Chamber of Commerce, Inc. or to some other
organization for operation as a visitor's center and allied uses for the Town of Hillsborough
and Orange County; provided, however, that if the operation of such a visitor's center and
allied usq on the Subject Property becomes, in the opinion of the Foundation, impractical or
undesirable, then the condition and restriction set forth in this paragraph 3 shall be of no
further force and effect.
4. The Grutta covenants and agrees to continuously maintain, repair, and
administer the Dickson House and the Subject Property in accordance with the Secretary of
the Interior's Standards for Rehabilitation (in effect as of March, 1990) so as to preserve the
historical integrity of features, materials, appearances, workmanship and environment of the
Dickson House. Maintemattce shall be wntinuously provided. Said Standards are attached
hereto as Exhibit B and incorporated in these covenants by reference..
S. No alteration and no physical or structural change and no changes in the color,
materkal or surfacing sltall be made to the exterior of the Diction House without the prior
written approval of the President or Executive Director of the Foundation.
6. No addition or additional structure shall be constructed or permitted to be built
upon the Subject Property unless the plans and exterior designs for such structure or addition
.. have ban approved in advance in writing by the President or Executive Director of the
Foundation. The Foundation in reviewing the plans and designs for any addition or
additional sOnrcture shall consider the following criteria: Exterior building materials; height;
fenestration; roof shapes, forms, and materials; surface textures; expression of architxtural
detailing; scale; relationship of nay additions to the main structure; general form and
Proportion of strucAires; orientation to street; setback; spacing of buildings, defined as the
,; distance between adjacent buildings; lot coverage; use of lopl of regional architectural
ttaditiom; and effect oo archeological resources. Contemporary designs for additions or
additional structures shall not be discouraged whey such alterations and additions do not
destroy signifiant historical, architectural, or cultural material, and such design is
compatible with the size, color, material and character of the property and its environment.
7. It is understood and agreed that the Fund, its successors or assigns, may
locate, caistruct, reconstruct, rehabilitate, renovate, repair and restore the old Hughes
Academy building prderttly located in northern Orange County, in the vicinity of Cedar
Grove (or subject to the approval of the Grantee, which approval shall not be unreasonably
withheld, some other building of roughly similar size), onto the Subject Property, such
building to be located in the southeasterly quadrant of the Subject Property; and in such
event, the parties hereto agree to pursue the possibility that the Grants or assigns shall
acquire title to such building improvements; in which event such building improvements shall
be and become subject to the agreements, easements, covenants and restrictions set forth in
this Deed.
8. Except for any walks constructed or to be constructed by the Fund in
connxtion with the structure referenced in paragraph 7 hereinabove, no additional drives,
walkways, parking, walls, or fences, shall be permitted to be placed upon the Subject
Property unless the plans and designs for the same have beta approved in advance in writing
by the President of Executive Director of the Foundation. The Foundation in reviewing such
tJUR_t\G:\DOCS\RRV\REAIESTA\23S% 1 ~ 2
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11/5/92
plans and designs shall consider the impact that the same may have upon the preservation of
the Dickson House and its architectural and historical association.
9. The Grantee and the Fund hereby agree that the interior architectural features
listed below are elements which contribute to the architectural significance of the Dickson
House:
(a) PrsSli.H3ll• Original curtain wall on the right of the hall; early 19th
century curtain wall on the left of the hall; early moldings around all doors.
(b) Room on I.eR of H~1. Greek Revival mantle; original molding around
ceiling; original svt-panel door; dodo and chair rail; wooden walls on the west side;
original federal window sash on left of mantle; all moldings around door and
windows.
(c) First Room on Ri t of Hall. Original six-panel door with hinges; one
federal sash window on north and one federal sash window on west; wooden walls on
east and south; dodo with the marks showing the location of the older curtain wall;
original trim around door and windows.
(d) Second Room on Rigj~ of Hall. Original six-panel door, original trim
around the door from the hall; dodo; wooden wall on north.
(e) Mantle; dodo with indications of the size of the original
chimney; trim around doors and windows; woodwork boxing in the area under the
stair:.
(f) $~p. Banister and tailings (reproductions).
(g) Iar>zer Room Upstairs. Old door on tight at top of the stairs with HL
hinges that have never been removed from the door, early mantle; hearth bricks laid
in sand; cl-a~ir railing; baseboard; trim around the doorway leading to the stairs; one
original federal sash window to right of fireplace and one to IeR.
(h) SmaIIer Room Upstairs. Curtain wall and door of uncertain origin but
of some age; demonstration of Hogging; chair rail; baseboard; one original federal
sash window on west side.
,; ~i) It~AGiC. Structural supports of the roof.
G) Both doors, largely origital; very old mantle; one federi
window sash on east side; all walls, ceilings and floors, largely utiginal.
(k) I1n the Whole House. Ail floor and ceilings, moldings around ceilings,
aII baseboards, the great majority of all of these items being original.
No removal, trlocation, or alteration of the above-mentiotted architectural features
shall be made without the prior written approval of the President or Executive Dirxtor of the
Foundation; and neither the Dickson House nor any part thereof may be removed or
demolished without the prior written approval of the President or Executive Director of the
Foundation.
10. When seeking approvals under paragraphs S, 6, 8 and 9, hereinabove,the
Granter shall give written notice to the Foundation. If the Foundation fails to respond within
thirty (30) days, then the Grantee shall have the right to proceed according to its plans. The
Foundation's decisions under said paragraphs 5, 6, 8 and 9 shall be based on the Secretary of
the Interior's Standazds for Rehabilitation and shall not be unreasonably withheld.
11. No living trees greater than 12 inches in diameter at a point 4 fat above the
ground shall be removed from the Subject Property without the express written approval of
0~ 1\f:\DOts\RRV\REALESiA\235 1 ~ 3
13
~iisivi
coming onto the Subject Property or of the general public; for the prevention or treatment of
disease; or for the protection and safety of the Dickson House or other permanent
improvements on the Subject Property. Any tree of the aforementioned siu which must be
removed shall be replaced within a reasonable time by a new tree of a substantially similar
species. If so requested, the Fund may approve the use of an alternate species.
12. The Grantee shall abide by all federal, state, and local laws and ordinances
regulating the rehabilitation, maintenance and use of the property described herein.
13. The following options and rights of first refusal aze hereby granted to and
reserved by the Fund for itself, its successors and specific assigns:
(a) If, at any time within 20 years from the date hereof, the Grantee, or
any successor in title to the Subject Property, shall decide to sell such Subject
Property, or any portion thereof, it shall give written notice of such decision to the
Fund; and thereupon, in addition to all other rights of the Grantor hereunder, and not
by way of limitation thereto, the Grantor, its legal successors or assigns, shall and is
hereby given, an option to purchase such Subject Property at the original selling price
of 575,000.00, together with any unamortized cosu of the Grantee of any permanent
improvements made on or about the Subject Property. If the Fund so decides to
purchase the property, it shall notify the then owner of its willingness to buy the same
within thirty (30) days of receipt by the Fund of such written notice of the then
owner's decision to sell.
(b) Further, and in addition to all other rights of the Grantor hereunder,
and not by way of limitation thereof, in case of any contemplated sale of the Subject
Property or any portion thereof by the Grantee or any successor in title thereto, fast
refusal as to any bona fide offer of purchase must be given to the Fund, its successor
or assigns. If the Fund so decides to purchase, it shall notify the then owner of its
willingness to buy upon the same terms within thirty (30) days of receipt of written
notice of such bona fide offer.
.. (c) And, further, and in addition to all other rights of the Grantor
hereunder, and not by way of limitation thereof, in the event of a violation of the
covenarb and agreematts contained in paragraphs S, 6, 8 and 9 herein, the Fund
shall have an option to purchase the Subject Property, provided that it shall give the
Grantee writtea notice of the nature of the violation and the Grantee shall not have
correctal same within the ninety (90) days next following the giving of said notice.
ti The purchase of the Subject Property, pursuant to the exercise of the option retained
hereby, shall be az a price equal to the then market value of the Subject Property,
subject to restrictive covenants, as determined by agreement of the that owner and the
Fund, or, in the absence of such agreement, by a committee of three appraisers, one
to be selected by the Fund, one to be selected by the then owner, and the other to be
designated by the two appraisers selected by the Fund and the owner respectively.
Provided, however, that if there are outstanding deeds of trust or other encumbrances
against the Subject Property, any right to purchase shall be subject to said deeds of
trust or encumbrances, and they shall either be satisfied or assumed as part of the
purchase price.
(d) It is understood that the conveyance of the Subject Property under a Deed
of Trust to secure indebtedness of Orange County will not constitute a 'sak' for the
purposes of this paragraph 13; provided, however, any such conveyance shall be
expressly subjxt to the covenants and restrictions set forth in this Deed.
14. Representatives of the Fund and the Foundation shall have the right to enter
the Subject Property at reasonable times, after giving reasonable notice, for the purpose of
inspecting the buildings and grounds to determine if there is compliance by the Grantee with
the terms of these covenants.
UUR~7\G:\OOts\6RY\REAlEST~\23596_1 - 4 -
14
11/5/92
_ 16. The Grantee covenants to carry out the duties specified herein and these
restrictions shall be covenants and restrictions running with the land, which the Granter, iu
successors and assigns, hereby covenants and agrees, in the event the Subject Property shall
be sold or otherwise disposed of, will be inserted in the deed or other instrument conveying
or disposing of the Subject Property.
17. In the event of a violation of these covenanu and restrictions, all legal and
equitable remedies, including injunctive relief, specific performance, and damage, shall be
available to the Fund and/or the Foundation; and in the event any such damage are awarded
to the Fund or the Foundation, insofar as is practical the same shall be used in the renovation
and preservation of the Dickson House. No failure on the part of the Fund or the
Foundation to enforce any covertant or restriction herein nor the waives of any right
hereunder by the Fund or the Foundation shall discharge or invalidate such covenant or
restriction or any other covenant, condition or restriction hereof, or affect the right of the
Fund to enforce the same in event of a subsequent breach or default.
18. Unless otherwise provided, the covenants and restrictions set forth above shaA
run with the land in perpetuity and, with the exception of the restrictions set forth in
paragraph 2 hezeinabove, shall terminate and be of no further force or effect only in the
event that the Dtckson House is damaged beyond restoration as a result of fire or other
catastrophe. Damage beyond rptotation is defined as damage to an extent exceeding fifty
percent (509G) of the insurable value of the building.
...
DIAt_1\F:\DOCS\dAY\AEALESTA\2359'1 _ 5
1
IS
.u..c~av• va ur~waav. uur~uruya. ...c .,~u...+u. u.. .. .....~...., .,
related landscape features and the building's site and
environment as well as attached, adjacent or related new
construction.
The Standards are to be applied to specific rehabilitation
projects in a reasonable manner, taking into consideration
economic and technical feasibility.
1. A property shall be used for its historic purpose or be
placed in a new use that requires minimal change to the defining
characteristics of the building and its site and environment.
2. The historic character of a property shall be retained and
preserved. The removal of historic materials or alteration of
features and spaces that characterize a property shall be
avoided.
3. Each property shall be recognized as a physical record of its
time, place, and use. Changes that create a false sense of
historical development, such as adding conjectural features or
architectural elements from other buildings, shall not be
undertaken.
4. Most properties change over time; those changes that have
acquired historic significance in their own rights shall be
retained and preserved.
:. 5. Distinctive features, finishes, and construction techniques
or examples of craftsmanship that characterize a property shall
be preserved. _
6. Deteriorated historic Features shall be repaired rather than
replaced. where the severity of deterioration requires
replacement of a distinctive feature, the new feature shall match
the old in design, color, texture, and other visual qualities
• and, where possible, materials. Replacement of missing features
stall be suhstantiated 5y docua:entary, physical, or pictorial
7. Chemical or physical treatments, such as sand-blasting, that
cause damage to historic materials shall not be used. The
surface cleaning of structures, iP appropriate, shall be
undertaken using the gentlest means possible.
8. Significant archeological resources affected by a project
shall be protected and preserved. It such resources must be
disturbed, mitigation measures shall be undertaken.
9. New additions, exterior alterations, or related new
construction shall not destroy historic materials that
characterize the property. The new work shall be differentiated
from the old and shall be compatible with the massing, size.
scale, and architectural features to protect the historic
integrity of the property and its environment.
10. New additions and adjacent or related new construction shall
be undertaken in such a manner that if removed in the future, the
essential form and integrity of the historic property and its
environment would be unimpaired.
.. ... ~ 1
16
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.,
12
545,000.00 PROMISSORY NOTE Hillsborough, NC
January _, 1993
For value rectived, being balance purchase money, the undersigned promises to pay to The
Preservation Fund of Hillsborough, Inc., or order, the principle sum of Forty-five Thousand Dollars
(545,000.00), payable in lawful money of the United States of America at
,Hillsborough, NC, or at such other place or places as the legal holder
hereof may designate in writing; principle and interest to be due and payable as follows:
59,000.00 due and payable on July 1, 1993 and on each successive July 1 thereafter until the
indebtedness evidenced hereby is paid in full; the final due date for payment, if not sooner paid,
being July 1, 1997.
The indebtedness evidenced hereby may be pro-paid in full or in part at any time without any penalty or
premium.
In the event of (a) default in payment of any installment of principal hereof as the same becomes due
and such default is not cured within ten (10) days from the due date, or (b) default under the terms of
any instrument securing this Note, and such default is not cured within fifleat (ISM days after written
notice to maker, then in either such event the holder tray without further notice, declare the remainder
of the principal sum, at once due and payable. Failure to exercise this option shall not constitute a
waiver of the right tD exacase the same at any other time. The unpaid principal of this Note and any
part thereof, and all other sums due under this Note and Deed of Trust, if any, shall bear interest at the
rate of twelve per cent (129f) per annum after default until paid.
All parties to this Note hereby waive protest, presentment, notice of dishonor, and notice of acceleration
of maturity and agree to continue w. remain bound for the payment of principal, interest and all other
sums due under this Note ate the Dad of Trust notwithstanding any change or changes by way of
release, surrender, exchange, modification or substitution of any security for this Note or by way of any
extension or extensions of tithe for the payment of principal and interest; and all such parties waive all
and every kind of notice of such change or changes and agree that the same may be made without
- notice or conseat of any of them.
Upon default the holder of this Note may employ an attorney to enforce the holders's rights and
remedies and the maker of this Note hereby agrees to pay to the holder reasonable attorney's fees plus
all other reasonable expenses incurred by the holder in exercising any of the holder's rights and
remedies upon default. This Note is to be governed and construed in accordance with the taws of the
State of North Carolina.
This Note is given to evidence balance purchase money due, and is stcurcd by a balance purchase
money Deed of Trust, which is a first lien upon the property therein described.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly
authorized officers as of the day and year first above written.
ATTEST:
Secretary
ORANGE COUNTY, NORTH CAROLINA
ay:
[Corporate Seal)
17
SATISFACTION: The debt secured by the within Oeed of Trust together
wrth the naNS) secured thereby has been satisfied in full.
This the day of , 19 _
Signed:
Recording: Time, gook and Page
Tax La No.
Verified by
19 _
by
Mail a6er recording to u n n o c a u a u a u k ~N--~f ~ 8 (i V~}-P•A B E! iE 3 8+13 8 a F+h a m, CIE-~7 7 ^v-c'- ~ 8 4~
This inurument prepared by M O O R E b VAN A L L E N
Brief Oescripllpn for the index _ --- - -
NORTH CAROLINA DEED OF TRUST
THIS OEEO of TRUST made this day of
GRANTOR
ORANGE COUNTY, N.C.
Parch Identifier No.
County on the day of
TRUSTEE
BENEFKIARy
THE PRESERVATION FUND OF
HILLSBOROUGH, INC.
Enter in appropriNe blodt for teach puny: name, address, and, if appropnaa, character of
entity, e.g. corporation or partnership.
The designation Grantor, Trustee, and gwselfciary as used Nereus shall include said panics, their heirs, successors, and assigns, and shall include singular. piura~
masculine, feminuse or muter as rcquind by eosttext.
W ITNESSETM, That whcrue the Gransor y irtdeGtad to the 8cnelkury in the principal stJm d Forty -five T h O U S A tt d 0 01 1 d r s - - - - -
----------------------------------------------------------oollanls45,000.00
as evidenced by a Promiagry Nose of ewes date herewith, she terms of which arc incorporaud herein by rekrence. TM final due dace for payment of .a
Promissory Nate. H rsa soorsw paid, is d d i=-1-T1 9 9 7 .
tvOW, THEREFORE, as secsrrey for eau! indehednesf, advancemems and aher sums e:persded by Berseficiary pursuam to this Oeud ~( Truu and cup„
collection (indudYtg atsortteys tees as provided in she Promissory Nose) and other valuabN caraideration, tM receipt of which is hereby acknowledged, the Granw~
has bargained, soW, given, granted atsP~eyed and does by these presents bargain, saU, give, grant and convey to sad Trustee, his heirs, or successors. ar+::
assigrn, the parceNsl of land situated in the tt7Y of H I I I S b O r O U g h H 1 I I S b o r 0 U g h row nsn, o
- ~ Orange Coumy, North CaroRna,1 the "Premises") and more particularly described as iorto~.,
SEE ATTACHMENT A
19 , by and between:
N. C. Bu AsfoC. Form 5 ®1976. Revned O Sepember 19a5 • hrW h al+~t +wa tlu e. C. M -usc - ltet • Jw rrirr 8 Ca, k • /a Ii7 • r,ltwwy. NC 21055
18
TO HAVE ANO TO rsOEO Ld Prerrtnes wqh all pnvrkgy and aptwrtMances thereumo bebnpng, to sad Trustee, hrs here. wccesbrs..nd asNgns brevet, upon Ue tmus.:erms and conbngns. ann +o..hr ~~,r>
herNr•a(ttr st! forth.
If the C+anbr shat/ pay the Noee secured hereby n KcordarKt wnh rq terms, together wnh interest tfitrtOn, and any renewals or eaensans thereof rn whole or m pan, all other wms srKUrrd hrrrbv and .had ; un, V Ir .. „r
all of the covenants, terms and condNbns of this Deed of Truss, then this conveyance shah be null and vod and may De cancNled of rKOrd a the request and the a:pence of the Cramor. if, nowevrr, there snarl br a.nv
de(auq V) in the payment of any wms dw under the Note. this Geed of Tray or any otMr instrument secunn{ the Note and such defauk is not cured wnhm IM 1101 days from the due date. or ibl .f Uere shall be delaurt n
any of the aher corMrts. terms or caditgnt of the Note second hereby, or any fauun or neyact to comply wyh the CoyMams, terms Or condUlons cbntamed rn thrs Geed Of Trust or any aher +nurument sKynng the
Note and such dNauN a nor cured wnhet fiheM It Sl days aher wmten rotKe. )hen and in any arch evMtt. wNhout further nOlict. N shall be lawful bt and the doh Of tM TNyet. upon mqulsl Or th! BenrIKWN Io >r11
• ~ hereto conveye0 y pubic asresbn for cats. aher hy^^fl ~ gwelg surfs nalce W hearing as to canmarKemem W brecbwn proceadintt and obtaeted such fedjnga or lease a( coon as mar IhM Or required by w.«
~ n Nurtder Kpower d~sak ro ~~ tirM and plKe Of wch uk m such manner as maY then bt provided by law, and upon such area any resales and upon compliance wnh the law then rtlrunltt{ w rurrcto,rre
p vsy Lek M the ptaeehaser rn as (uN and ample manner as the Truyee n empowered. The Trustee shall be awhoruad Io ream an anorney Io repnstm him .n such unx enlrnps
The proceeds of the Sale shag aher the iruyw teaita his commiuion, Ippthtr wnh nalpsUfak allOfnlye feM incYrnd by Iht TNyet M NKh pnKlMfing, be applied b tM cOAS to wk. N+chdmg, but rWl Inn+l.•U hi r u4a
of colkctbn, toots. assusments. costs o/ recordit~ ferrite lees and incdenW exptrditures. the amount dw on the Nae hereby secwed and advancements and aher wins expended by the 8enefKrary aaaurd+ng w Inv
provlsbns hereof and otherwise as raqurred by Ills Illelf e>oslistg law Hying to breebwras. TM Truyee's commission shag be Rve em tStl O) the grow Proceeds of Nf sale or the mmrmwn win of f
c hKOmmrssrm comater, b~ ~ pkted bteclowee. N tM event bnckfsun rs cammertced, bw not cortttsleted, tlN Granbr shag pay all eslsMrs eKUrnd by TruyM, rrtcluding nasonabfe anomeys ices. and a wrtrai
per ten ISy11 d the rtdebtedltea a tla above stead milamum win. whichever is greater, in accordaltce with the sctraduk. Io-we: orte•btrrth 1 MII thelep/ before tree rn„tee
issws a ratite hearing on the right b bnclowre: err l'A1 thereof after iswanee of said mice; thret•buMs 1~1 thereo(aAer wch hearing; and the `reaar o the full commrsron or minimum win anti the +nraal ulr
And the said Granbr does hereby covMam and agree wish the iruyee as foBowc
I .INSURANCE. Grantor shall keep all Nrfproverrsents on sad land, now or henaMr trtKted, conwntly inwnd br dte benefit of the 8enefKiary apNty bu by fire, wvtdyorm and such other cawalttes and crlrtangenc+rs.
.n such manner and in such companies and fpr wch amounts, nq less than thy amount nKelfieY to paY Iht win sKYred by Ihy Deed of TruY, and it may bt Llrsfaclory 10 Inc glnrilrNry. Grantor shall Irurchux• wa h
+nwraMe. pay all pnmwms therefor, and shall deliver to gtntfKra/y firth pohcits along rriM evtderKe of premiwn paymMt as long as the Note secured hereby remains unpad. II Granor ails ro pun:hase wch rnwrarue.
PaY Premiums therefor or deliver ud poitses abng wch errdesKe d payment of premiums thereon, then BMeficiary, y his opton, may purchar such rnwrance. Such amounts pad by 8eneficury shall be added to Inc
pnncrpal o(tnt Noe located by this Geed o(iruy. and shag be diet and payable upon demand d BaneRciary. Aq proceeds from any inwrance b mamnNSed shall at the Option of BMNitlary be applied ro the debt srcurM
hereby and if payaflk rn rnyallmMri. applied in lht invert older M myumy of wch inlagmann or t0 the repair or rKOnyrtxtton of any rmprovemMts Iocattd upon the PropenY.
1. TAXES, ASSESSMENTS, CI IARGCS. C7 /.mlrl! Jt.lq IMy.IN lairs, .IWwM•IIN .Intl 1'hagp•a as may ht• IawbNy IPVNYf .fgamV vNl PN•mIV•\ Wr111p1 Ihlny I NII d.Wa •rnl•I IIN• brrr• .hall 1.~ unw• trot' In rh.~ .~.,~ur +h..r r .+,,nun
IJIIs 10 s0 WY 1II lairs. alK1NllCn/r DINS charges err hrrrrl regYNNd, Ihan gamairK Wry, Jl his u/NrrM, may pay IM f.lnte ant) the aI11YynIS w yrNl sII.III lu addaW IY II1l' prrrx t/wI Ur IIN• NrNr x« Ufa'll hr Ihy Ua~..l .a 1 +,• V .,,..1
shall be Out and payable upon demand of 8enefKisry.
1. ASSIGNMENTS Of RENTS ANO PROFITS. Gramos iN~nf b BerteBNalY, in the erem o(defauR. aq reefs and plWhs from the 4nd and any rmprovemMts thereon, and wtlfOnaM flMdlcury to Mter upon and takr possefsron
of such land and imprOVementi b rent same. at any reasonable qa d rem desemtrrlad by BertefKiary, and aMr dedtr-tvt{ (ram any fuck rents the coo of nleeefg and colkctblt, b appN the rrmaedlr b the Oral secured htRby
•. PARTIAL RELEASE. Grantor shah not M MtNkd b tM partial release of any of the above described property unku a spectfK provisgn provding therefor rs included rn this Oeed of Trust. In the event a oartral rrlrat!
provrslorl is included in ton Oeed of Tray. Granbr must yncW comply wills the terms thereof. Notwtthsssnding astything hereto conumed. Gramor shall rot be Hafted to any retrace n! pmPr rev unlrss Cr.lnrr.r .s +urt .n
dt(auN and is +n full cwn/Nianc¢ wNh aN n( tha• Itm1s and provisjone d the Note, this Oted OI TNy, anA any ahN insrumrnt that may err +rrurine s,fd NtNI•.
5. WASTE. The Gramor corMants that hr wdl krtp the Premise herein conveyed in as good order, rrpau sod condabn as they an now, nawnablr veto and war rxceysrd. and wdl aunylly wch .ru ~r~„•r+.r.+,~,+r,I
regwnmens rttspectrng the Premises or )heir use, and )hat he wtq not tomme Or peftml MY wage,
6. CONDEMNATION. In the event that any Ot aN O( dt! Irerrtisee dtaq bt Condemned old 4ken under the poster M eminent domain, Granbr shall give rmnttdjaa wntlen notKt 10 B!nlfKrary and BMefKUN shall havr
Iht right ro recnve and collect all damages awarded by reason al such talung, and the ngM to such damages hereW n-assigned b 8elteeiciary who shag have the discretion to spply th! amount b rKerved. or any Dart
thereof, b the indebtedness due herweder and it payable in insallmena, applied in the inverse order of mawnry of wch insulletents, or b any agentbn, repair or royoruton O do Pnmlrs by Granbr.
7 wARRANTIfS. Granror covenants with Trustee and Beneficiary that he is sejatd olthe Pamirs in lee simple, has tM right to convey the same rn fee simple. that tNk is markeubk and fret and ctrar of aN encumbrances.
and that ht wig warraett and tfetend die tick against the lawful t:tsims o(aq penbns whomsoever, tacep br Ott tfKepions heretnafke gated. Title b tltt property htreirtabove described is wbtect to the btlOwmg exceptwns
Easements and restrictions of record.
B. SUBSTITUTION Of TRUSTEE. Granbr and Trusee covenant and apse Io and with BeeteAekey that in car the sad Trvyee, or arty succeaor trustee, shag die, tfeeonte incapable o(atung, rMOUnce his truN, or for am
reason tfie holder d die Nose desires b replace said Trustee. dtui dfe holder may appoey, n writing, a wfpe b eke dr place of the Trustee: and upon die pgbate old regiywtton of the faint. the trustee Thus appo.med
shall succeed to sq righa, power and dunes d flit Truyee.
r THE FOLLOWING -ARAGRA-H, !• SALE Of -REMISESr SHALL NOT A-KY UNLESS iME gIOCK TO THE IEfT MARGIN OF THIS SENTENtF Is
l MARKED AND/OR tNIT1AlED.
S. .E Of PREMISES. Grantor agrees that N the Premises or arty past thereof a iltterefs therein is sold, afaf'syd, tnnsaretd, conveyed p ghMwise agerwed by Grasyw, wlNlher rolumanly or mvoluntanly or br
operation of 4w (other than: 1j1 the creation of a acre or other Mcunib/alKe wbstdfeuse b Otis Deed d Tngt which does nor telex b a transfer of righs o(accupalfcy rn die Pasnises; list the cnatton of a pu rchase mover
secumy imerey (or household appliances: lull a tramfer by detrir. ttesceltt. or operyion al laev pre 1M deeds d a loistl serum or ttnaett tW the enieety; fM the pasty of a leasehold interey o(three 171 yeah or less nor conlarn
n`` an option to pun:har: NI a transler b a relative nwkittg from the deylt of a Grantor: tvjl a tranflerwhere the ssppoorut or children o(tM Granor becoetie the ownero/ tltt Pnmisn: (rat a transkr rewhmg rrom a der tee of
a dissalutbn of manage, legal sepuatbn agreemeln, w ban sn ineidargal sealentettt apaeritwft, a whiclirthe spouse o(the Graleor becornes an owner of the Premises; Iviiil a transfer vino an inter v+vos vast .n
whkh the Granbr Is and remains a berkficury and which dyes not orate a a t of rialtts o(xcutwteY in the -remi~, wlthous the prat wrnan consent d Bertericiasy genefKiary, at Ns own Option. may dKlare the
Nae secured hereby and aN aher obigatbes hereunder b bt forthwith dw and payable Any change wf the kpl or equeable utk of the Premises a in Ihf keneficial owntrshp of the Premsses. including the sale.
conveyance or dispoylion of a mapnry many in tM Gryttor d a corporation Or paroteMip, whatlier or not d retold and whNher or rqt br conslderatbn, shag bt deemed b be the tnnskr of an urteny m the Premyes.
10. ADVANCEMENTS. M Gramor shah lad b peefortnyry d the covenyes or obigyiom contained herein a in ether myrumem gtren as addirosul securey for the Nose secured hereby, the BarsefKUry mar. but .. snout
obliylron, make advances b peebnn such covenants or Obllpdpnf, yid aY 1trtli wms fo advasKed shag be added b fht prirKyal win. shah hear NfaN! at die raa pOVdtl in the nba fecund hereby for awns due aver tlruu h
,red shall be dw from Gramor on demand of tfle Beneiciasyr. Np atiwrKelftam a anNhing ComaMMd in this pyapaph shay ctNweua a waiver by Belteiciary a prevem such Eason b perform from comtewing an awrm ur drrauN
I INDEMNITY. II any wn nr nnaceeninR he Aaau ~ againa Me Trvyer nr MsrRnary nr it any vent nr pnxcrdine Ifc bmufsM which may aKrs fht rake or IM4 n(the Premnra, Granwr Jsall rk•knd. +mh•mn+rr ..r+.t hr+l.f
hrrmlra aMl un Jtvnard rrNnburx• TNyel• W KKtry from any kifa. awl. damage W ex/irnr amt any slrrM ex/MYNINI liy Truslaw W g1YNylC Wry shag Iirar rnwny as p/YVtdt•II rn Iht• rVrNr xa urad hrn•hr ~••, •..++...I...•
aher defauk and shall he Our rod /say.hk on rkmarwl.
12. WAIVERS. Gramor wanes rN rlgfNS to require maMaNing e(aseess by the iruyat a Barn~icifry. No drlay a oretasiun of fir irusert• W gcrN•ficury in the r:rrcne e(any ngM, t~nn•r ur n•rm•t!y arnrng un.i.•r +h.~ v.,+.~
or this Geed of Troy shall be deemed a waiver O( any de(aYh Or KRyieeCMte lhinin W fhaY rttpijr Or want tftt exeKhe of such rrgh4 yuwer or rMteOy fry TNwe or Ilefwficwry at any other hint.
11. CIVIL ACTION. In the event shy the Trustee K named ri a party b arty cirq aaion as Troyee in this Decd of TryA. Iht Tnsyee shall be emitted 1o empty an aaomey y kw. including himself +I he ~s a I+crnae0
anomeY, t0 represent him in said action and the reasonab4 ybntey's lee tIl tM Tnnae in wch anion shah be paid by the BMefKisry and added b ttte pmcipal of the Nor second by this Oced of T ray and bear .n Ir.e,I a r
the raft provNled m the Nar foe wms Aue ahrr defauk.
sa. PxIE}R lsENf, lhlauh antler IM trmis ur any mvtrwltani srrunrl by a IN•n b which this Ikav1 fd Tray n wllunlrlah• Jsa11 arNS.tuuN• Ih•(ruN M•n•wNkr.
IS. UTHER TERMS.
N wITNE55 WHEREOF, the Gramor has hentmts sw his hand and seN. or i(caporaa, has cwsed this inyrument ro tk Ngned in Ns corporan name by its duly aulhenzed olRcers old its seal ro De nrreunw an.. eJ b~
suthonry of its Board of DilMOn, the day and Year fast shore wmten.
(Corporate Name) ~„
ORANGE COUNTY. NORTH CAROLINA O sEA~t
BY c
!SEAL:
President ~
ATTEST: ~
m ~S E.~ l I
Secretary (Corporate Seal) ~ , y E ~ ~ I
SEAL•STAMP NORTH CAROLINA, County.
1, a Notary Public of the County and state aforesaid, certify that
Grantor
~ personally appeared before me this day and acknowledged the execution of the foregoing instrument. witness my nand and
~ official stamp or seal, this day of 19
My Commission expires: vr,t,Ir, i',ai~ic
ATTACHMENT A
BEGINNING at a concrete monument in the Northwest corner of the
intersection of Cameron Street and Margaret Lane in the Town of
Hillsborough (which beginning point is located South 18 deg. 35'
21" West 302.52 feet from N.C. Geodetic Monument "Street"); thence
from said beginning point along the West right-of-way line of said
Cameron Street North 5 deg. 37' S1" East 264.00 feet to a concrete
monument in the Southwest corner of the intersection of said
Cameron Street and Ring Street; thence along the South right-of-way
line of said Rinq Street North 84 deg. 00' West 327.36 feet to a
concrete monument in said right-of-way line, the Northeast corner
of the lot formerly owned by Gladys L. Coley (said point being
marked "X" on the Plat hereinafter referred to); thence along the
line of said Coley lot South 3 deg. 27' O1" West 202.31 feet to a
concrete monument (said point being marked "Y" on said Plat);
thence along the East line of lot owned by Z. R. Roberts South 6
deg. 32' 30" West 61.81 feet to a concrete monument in the North
right-of-way line of said Margaret Lane, the Southeast corner of
said Roberts' lot; thence along the North right-of-way line of
Margaret Lane South 84 deg. 00' East 320.60 feet to the place or
point of beginning and containing 1.956 acres, more or less,
according to survey and plat of Davison Timber Management Service,
Inc., dated December 30, 1965, and January 4, 1966,` entitled
"PROPERTY OF CHARLES H. BLARE", and-which plat is duly recorded in
Plat Book 15, Page 2, Orange County Registry.
SAVING AND EBCEPTING from the above-described property the Western
portion thereof formerly conveyed by CHARLES H. BLARE and wife,
HELEN L. BLARE, to the UNITED STATES POSTAL SERVICE, as recorded in
Deed Book 251 at page 1595, Orange County Registry, and described
as follows: BEGINNING at a 4" x 4" concrete monument in the South
property line of Rinq Street, said point standing South 84 deg. 03'
East 497.64 feet from the Southeast intersection of Rinq and
Churton Streets, said point being the Northeast corner of Central
Telephone Company lot, running thence from said beginning point
along and with the South line of said Rinq Street South 84 deg. 03'
East 197.36 feet to a 4" x 4" concrete monument, a new corner with
Charles H. Blake; thence along and with the West line of said Blake
South 5 deg. 35' West 264 feet to a 4" x 4" concrete monument in
the North property' line of Margaret Lane said point being the
Southwest ~ corner of_ said Blake; thence along and with the North
line of said Margaret Lane North 84 deg. 00' West 190.60 feet to a
concrete monument the Southeast corner of Zepheniah R. Roberts lot;
thence along and with the East line of said Roberts lot North 6
deg. 22' East 61.81 feet to a 4" x 4" concrete monument; thence
along and with the East line of said Roberts and said Telephone
Company North 3 deg. 24' East 202.31 feet to the point or place of
BEGINNING, containing 50,859.13 square feet according to survey and
plat by Robert A. Jones & Associates, Registered Surveyors, dated
September 3, 1974.
19
ATTACHMENT A (continued)
20
BEING THE SAID PROPERTY conveyed to The Preservation Fund of
Hillsborough, Inc. from Helen L. Blake (widow) by deed recorded in
Book 388 at page 365 in the Orange County Registry. -
The above-described property is conveyed subject to the agreements,
easements, convenents and restrictions set forth (1) in the
aforesaid deed recorded in Book 388 at page 365 in the Orange
County Registry as amended by that certain Deed of Release and
Agreement recorded in Book 779 at page 228 in the Orange County
Registry, and ( 2 ) in Exhibit A attached to this Deed and made a
part hereof, all as if the same were more particularly herein set
forth; which said agreements, easements, convenents and
restrictions shall run with the land and be binding upon the
grantee, it successors and assigns forever; and by its acceptance
of this deed, the grantee, for itself, it successors and assigns,
hereby agrees to be bound by the same.
~ ORIGINAL SIGNATURES v ~/~~ 9`'
~~
NORTH CAROLINA COPY ~'
DIST: LEASE
ORANGE COUNTY
This lease agreement, dated the seventeenth day of August, 1999, by and between Orange County,
North Carolina, hereinafter called the `County" and the Alliance for Historic Hillsborough, Inc.
hereinafter called the "Alliance".
WITNESSETH:
The County hereby leases to the Alliance and the Alliance hereby leases from the County the following
described property, hereinafter called the "premises".
1. PREMISES
The Alexander Dickson House, approximately 2,713 square feet in size, and its lot, 150 East King
Street, Hillsborough, .together with the outbuildings situated thereon, one of which is known as "the
office" and the other of which contains restrooms, all of the property being herein referred to as "the
premises".
2. TERM OF LEASE
The term shall commence on the first of August, 1999 and shall end on the 30th day of June,
2003, on the terms and conditions set forth herein.
3. RENT
Rent for the premises shall be assessed at $32,556 per year, of which $29,796 shall be
considered in-kind support of the Visitor's Center efforts to enhance tourism in Orange County.
The Alliance agrees to pay the County cash rent in the amount of $2760 per year; payable $230 per
month payment due and payable, in advance, on the first day of each and every month. Rent shall be
paid to the County at such location as is designated by the County in writing to the Alliance.
4. USE OF PREMISES
The Alliance shall use the premises for the purpose of operating the Orange County Visitors'
Center ("the Center"). The Alliance may grant subleases to others engaged in work that is
complementary to the operation of the Center under the stipulations set forth in paragraph 6 of this
lease.
5. NOTICES
For the purpose of notice or demand, the respective parties shall be personally delivered or
served by certified or registered mail, return receipt requested, addressed to County or Alliance at their
respective office address, as set forth herein:
TO COUNTY: Orange County
Director of Purchasing and Central
Services
PO Box 8181
Hillsborough, NC 27278
TO ALLIANCE: Alliance for Historic Hillsborough
Executive Director
150 East King Street
Hillsborough, NC 27278
or at such other address as may hereafter be designated in writing by either party hereto. The time and
date on which mail is postmarked shall be the time and date on which such communication is deemed to
have been given.
6. ASSIGNMENT AND SUBLEASE
Alliance shall not assign or sublet any part of the premises without the written consent of the
County. Provided, however, written consent of the County is not required for any sublease or subleases
that do not exceed sixty (60) days in duration and are with subtenants whose work is complementary to
the operation of the Center. The County however, shall be notified in writing of any such sublease within
thirty (30) days of commencement of the sublease. Such assignment or sublease shall in no way relieve
the Alliance of any obligations hereunder for the payment of rents or the performance of the conditions
and provisions of this lease.
7. COVENANT OF TITLE
The County covenants, represents, and warrants that it has full right and power to execute and
perform this lease. If at any time during the term hereby demised the County's title shall fail or it shall be
discovered that the County's title does not permit the County to grant the term hereby demised, the
Alliance's remedy, which shall be exclusive of all other remedies shall be:
a. Annul and void this lease; and
b. Be indemnified by the County against any claims against the Alliance for rents paid by the
Alliance to the County under this lease.
8. QUIET ENJOYMENT
The County agrees that the Alliance, upon paying the stipulated rental and keeping and
performing the agreement and covenants herein contained, shall hold and enjoy the premises for the
lease term, subject to the terms of this lease.
9. RIGHT OF ENTRY
The Alliance agrees that the County or its designee shall have the right to enter the premises for
any lawful purpose during normal business hours or any other time with consent of the Alliance.
10. INSURANCE
Property Damage
The County shall provide Fire and Extended coverage insurance to the premises. Contents shall
be insured by the Alliance; the Alliance shall also insure any improvements and betterments made by it
to the premises to the insurable value thereof. Unless the parties agree otherwise, any proceeds
collected upon all such policies of insurance shall be used to repair and/or replace the premises,
improvements or betterments so damaged or destroyed, and such repairs and/or replacements shall be
prosecuted promptly by both the County and the Alliance with such insurance funds.
In the event of total destruction of the Dickson House located on the premises by fire or other
casualty, this lease shall terminate as of the date of such destruction, unless the County, the Alliance
and the Preservation Fund of Hillsborough mutually agree to in, some manner have the Dickson House
restored, during which restoration period the Alliance shall be excused from the rental payment.
In the event of partial destruction of the Dickson House which renders it unsuitable for the
Alliance's business, the parties shall repair and restore the Dickson House as quickly as practical and
during such period of repair and restoration there shall be an abatement to the Alliance of the rental
amount proportionate to the portion of the floor area of the Dickson House rendered unsuitable for
Alliance business.
General Liability coverage:
The Alliance shall at all times during the term of this lease keep in effect comprehensive liability
insurance in the amount of at least $1,000,000 for any occurrence resulting in bodily and personal injury
to or the death of one person and consequential damages arising therefrom, and in the amount of at
least $1,000,000 f or any such occurrence for more than one person. The Alliance shall obtain an
endorsement to its comprehensive liability insurance policy naming the County, its Board of County
Commissioners and employees as additional insureds. The Alliance shall provide the County with and
maintain current a certificate from its insurance carrier confirming the contractual liability endorsement
required in this paragraph.
11. INDEMNITY
The Alliance agrees to indemnify and save harmless the County against and from any and all
claims by or on behalf of any person, firm or corporation arising by reason of injury to person or damage
to property occurring in the premises occasioned in whole or in part by any act or omission on the part of
the Alliance or an employee, agent, visitors, assign or undertenant of the Alliance or by reason of any
unlawful use of the premises or any breach violation or nonperformance of any covenant in this lease on
the part of the Alliance to be observed or performed, and also for any matter or thing growing out of the
occupancy or use of the premises by the Alliance.
12. REPAIR AND MAINTENANCE
County Responsibilities for Maintenance and Repairs:
1. Keep, repair and maintain the structural integrity of the buildings and maintain the
exterior of the building not made necessary by the fault, act or negligence of the Alliance, its agents,
sublessees, employees or business invitees.
2. Mow grass on the premises .
3. Keep, repair and maintain: heat and air conditioning systems in the premises, plumbing
and electrical maintenance to services (not including routine plumbing and electrical repairs within the
buildings) not made necessary by the fault, act or negligence of the Alliance, its agents, sublessees,
employees or business invitees.
Alliance Responsibilities for Maintenance and Repairs:
1. Keep the interior of buildings on the premises in good condition and repair, excepting
obligations which are the responsibility of the County as noted above or which are made necessary by
reason of fire and other unavoidable casualties covered by the County's fire and extended coverage
insurance, and excepting reasonable wear and tear. Such repair and maintenance responsibility of the
Alliance shall include: walls and ceilings (including the painting thereof); maintenance of floors, cleaning
of all buildings; routine plumbing and electrical repairs within the buildings.
2. The Alliance shall be responsible for grounds care except for mowing, to exclude those duties
associated with Helen's Garden.
3. The Alliance shall notify the County by contacting its Public Works Administrative office, of any
needed repairs.
4. Keep repair and maintain those things that are the responsibility of the County in the event that
repair and maintenance is necessary because of the fault, act or negligence of the Alliance, its agents,
sublessees, employees or business invitees.
13. ADVISORY COMMITTEE
A committee consisting of representatives from the County, the Alliance, the Hillsborough
Preservation Fund and the Town of Hillsborough shall be convened to advise the County in the event
any repair, maintenance or alternation to the premises shall affect the appearance of the interior or
exterior of the buildings or the grounds on the premises. Such approval shall be rendered prior to the
commencement of any work. Repairs to heat and cooling systems, electrical and plumbing maintenance,
cleaning of the buildings, and routine grounds maintenance shall not require prior approval by the
committee.
14. ALTERATIONS
Any alterations to the premises made by the Alliance upon approval of the Advisory Committee
shall become property of the County and shall remain upon and be surrendered with the premises as a
part thereof at the expiration or earlier termination of this lease.
n
15. UTILITIES
The Alliance shall be solely responsible for and promptly pay all charges for heat, water, sewer,
gas, electricity or any other utility used or consumed in the premises, including associated deposits and
connection fees.
16. SIGNS
The Alliance reserves the right to install signage it deems appropriate to properly direct the
public to the services offered at the premises.
Prior to sign installation the Alliance agrees to submit to County for County approval plans for
signage, which approval shall not be unreasonably withheld. All signs erected by the Alliance shall
comply with all requirements of public authorities having jurisdiction with respect thereto.
17. ENTIRE AGREEMENT
This lease contains the entire agreement between the parties hereto, and no promises,
agreements, conditions or stipulations not contained herein shall be binding upon either party hereto.
The parties hereto have executed this lease as of the day and year first above written.
County of Orange
Alliance for Historic Hillsborough, Inc.
Alice M. Gordon, Chair Chair, Allian for Hist ric Hillsborough
Board of Directors
Attest:
Attest:
~/ r
Beverly A. BI e, Clerk to th Board Secre ry