HomeMy WebLinkAboutAgenda - 11-20-2012 - 5k 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: November 20, 2012
Action Agenda
Item No. 5-k
SUBJECT: Terradotta, LLC Lease Renewal —501 W. Franklin Street; Suites 105 and 106
DEPARTMENT: County Attorney, PUBLIC HEARING: (Y/N) No
Asset Management Services
ATTACHMENT(S): INFORMATION CONTACT:
Lease Renewals John Roberts, 919-245-2318
Jeff Thompson, 919-245-2658
PURPOSE: To consider renewing a lease with Terradotta, LLC for Suites 105 and 106 at 501
West Franklin Street through December 2, 2013.
BACKGROUND: Terradotta, LLC, a software consulting firm, has leased Suite 105 at 501 W.
Franklin Street since December 2, 2002 and Suite 106 since January, 2010. The tenant wishes
to renew the leases for one additional year.
All terms and conditions of the original lease will continue with the exception of the term, which
would be effective December 3, 2012 through December 2, 2013, and the lease rate, which
would increase by 3%.
FINANCIAL IMPACT: The County would receive a total of$17,160 for rental of the two suites—
$10,728 for Suite 105 and $6,432 for Suite 106. The lease rate is approximately $11.65 per
square foot.
RECOMMENDATION(S): The Manager recommends that the Board:
• Approve the lease renewals as presented for Terradotta, LLC for the term December
3, 2012 through December 2, 2013 at the following lease rates:
• Suite 105—$10,728 per year
• Suite 106—$ 6,432 per year; and
• Authorize the Chair to sign lease renewal documents on behalf of the Board.
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I
STATE OF NORTH CAROLINA
COUNTY OF ORANGE LEASE AGREEMENT RENEWAL
THIS LEASE AGREEMENT RENEWAL made on the 20d'day of November, 2012 by and
between Terradotta, LLC., 501 West Franklin Street, Bentley Building Suite 105, Chapel Hill,
North Carolina, hereinafter referred to as"Tenant" and Orange County, a politic subdivision of
the State of North Carolina, Post Office Box 8181, Hillsborough, North Carolina, hereinafter
referred to as"County".
WITNESSETH:
WHEREAS, a lease agreement was made and entered into as of the 2"d day of December,
2002, a copy of which is attached.as Exhibit A, between the County and Tenant;
WHEREAS, County and Tenant desire to renew the lease agreement to the following:
1. Section 3 of Exhibit A shall be modified to read:
a. This lease renewal shall commence on December 3,2012 and shall continue for
a term of one year, which ends on December 2, 2013, both dates inclusive,
unless sooner terminated as herein provided.
c. The Tenant agrees to pay the County without demand at its office, or at such
other place or places as County may from time to time designate in writing, the
sum of$894 per month ($10,728 per annum).
2. All other terms and conditions of Exhibit A shall remain the same.
This the day of ; 2012.
Terra Dotta, LLC Witness:
By:
Orange County Attest:
By:
Chair Donna S. Baker, Clerk to the Board
Board of County Commissioners
NORTH CAROLINA
ORANGE COUNTY
i.
a Notary Public for said County and State,
certify that personally came before me this day and
acknowledged that she is 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 Chair, sealed with its official seal, and attested by
herself as its Clerk-
Witness my hand and official seal, this the day of . 2012.
Notary Public
My commission expires:
NORTH CAROLINA
ORANGE COUNTY
a Notary Public for said County and State,
certify that personally came before me this day and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this the day of .2012.
Notary Public
My commission expires:
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COPY
STATE OF NORTH CAROLINA DIST:
COUNTY OF ORANGE LEASE
THIS LEASE, made and entered into as of the 2nd day of December, 2002, by and
between The County of Orange, hereinafter referred to as "County," and Terra Dotta
LLC., hereinafter referred to as"Tenant;"
WITNESSETH:
THAT FOR and In consideration of the mutual covenants and conditions
hereinafter set forth, the parties hereto do hereby agree as follows:
1. Premises. County does hereby lease and lot unto Tenant and Tenant does
hereby accept as Tenant those certain premises designated as Suite #105 of the
Bentley Building, 501 Franklin Street, Chapel Hill, Orange County, North Carolina, as
more particularly shown on EXHIBIT A appended hereto. In addition to the premises
assigned adjacent to the Bentley Building In common with other tenants of the Building.
The Bentley Building is a smoke free building and does not permit tobacco use inside of
the building.
2.Acceptance of Premises. The Tenant represents that the lease
property, the sidewalks and structures adjoining the same, any subsurface conditions
thereof, and the present uses and non-uses thereof have been examined by the Tenant.
The Tenant accepts the same in the condition in which they now are without
representation or warranty, express or implied, in fact or by law,.by the County, the
nature, condition or usability thereof, or the uses to which the leased property may be
put.. Provided, County shall be responsible for insuring that the heatingtair-conditioning
system is in good operating condition; the exterior walls and roof, the lighting system
(excluding such additions as may be required for Tenant's particular business operation)
and the parking area and sidewalks are in good repair on the date of commencement of
the lease term. County represents and warrants to Tenant that it holds unencumbered
fee title to the lease premises. The County shall not be responsible for any latent defect
or change of condition in such building, improvements and personality, and the rent
hereunder shall'in no case be withheld or diminished on account of any defect in such
property, any change in the condition thereof, any damage occurring thereto or the
existence with respect thereof of any violations of the laws or regulations of any
govemmental authority, except as hereinafter provided.
3.Term and Rental.
(a) This lease shall commence on December 3,2002 and shall continue for a
term of One M year.which ends on December 2,2003, both dates inclusive, unless
sooner terminated as herein provided.
(b) Tenant shall deliver to County a deposit in the amount of$650,which is
the equivalent to one-month rent. Deposit shall be held as a security deposit against
claims for damages. This money may be deposited for the exclusive use of Orange
County and will be returned to the tenant at the end of the lease within 30 days
providing that there has been no damage to the leased premises.
(c)The Tenant agrees to pay the County without demand at its office, or at
such other place or places.as County may from time to time designate in writing,the
sum of$650 per month ($7,800 per annum),
(d) The extension of time for the payment of any installment of rent, or the
acceptance by the County of any money other than of the kind herein specified, shall
not be a waiver of the right of the County to insist on having all other payments of rent
made in the manner and at the time herein specified.
(e) If any installment of rent is not received by the fifth (5th) day of any month
it is due, Tenant shall pay as additional rent a late payment fee of Fifty Dollars
($50.00). This additional rent shall be due immediately without demand therefore and
shall be added to and paid as a part of the installment payment of rent with respect to
which it is incurred.
4. Holdover. If the Tenant shall remain in possession of the leased property
after the expiration of the original or renewal period as set out above, such possession
shall be as a month-to-month tenant. During such month-to-month tenancy, rent shall
be payable at the same rate plus 50%as that in effect during the last month of the term
immediately preceding, and the provisions of this lease shall be applicable.
5. Insurance. The County shall keep in force insurance to provide for i
property damage to the building for replacement cost purposes. Provided, however,
Tenant shall be responsible for and pay to County.any increase in County's insurance
premium occasioned by the nature of the Tenant's business.
The Tenant shall maintain fire and casualty insurance covering the Tenant's
fixtures, equipment and other property located in the demised premises.
Tenant shall keep the leased property insured, at its sole cost and expense,
against claims for personal injury or property damage under a policy of general public.
liability insurance, with limits of at least $1,000,000 for bodily injury and $100,000 for
property damage. Such policies shall name the County as additional named insured
under the policy.
The Tenant shall provide the County certificates of such insurance at or prior
to the commencement of the term of this lease, and thereafter within ten (10) days prior
to the expiration of such policies. Such policies shall provide that the same may not be
canceled without at least ten-(10) days prior written notice to County.
6. Rental Adjustment. In addition to the base rental, the Tenant shall assume
and pay any additional fire insurance premium, hazard insurance premium, or other
extended coverage insurance premium required as a result of any particular operation
or use of said premises over and above the insurance premium required to be paid by
County in the absence of said operation or use.
7. Si&
ns. The County will place and maintain in and about the leased
property at appropriately designated places, such neat and appropriate signs
advertising the Tenant as such. An y special Tenant sign will be at the sole cost of the
.
tenant but In the same styling, provided, however, that County shall not unreasonably
withhold approval of such signs as Tenant may desire. Upon the termination of this
lease the Tenant shall remove all signs and repair any damage to the leased property
caused by the erection, maintenance or removal of such signs.
8. Repairs. The County shall maintain the roof and exterior walls of the
demised property including exterior paint provided that in the event Tenant desires to
alter the interior color scheme, said alteration must be approved by County and shall be
at the Tenant's expense. In addition, County shall maintain the paved parking area and
front entry to the building. The Tenant shall not cause or permit any waste, damage or
injury to the leased property. The Tenant, at its sole expense, shall keep the leased
property as clean and in good condition (reasonable wear and tear excepted), and
shall make all repairs, replacements and renewals, whether ordinary or extraordinary,
seen or unforeseen, including all structural repairs, necessary to maintain the interior of
the leased property. All repairs, replacements and renewals shall be at least equal in
quality of materials and workmanship to that originally existing in the leased property.
The County shall be responsible for repairs and maintenance of the roof and outside
walls and other structural member, including the foundation of the leased premises.
The County shall be responsible for maintenance of the heating plant and air-
conditioning systems in such condition as existed at the commencement of this lease,
which.County warrants to be in good working condition as of the date of this lease. The
County shall be responsible for the removal of snow (in a timely manner) from the
parking lot and the walkways. The County shall in no event be required to make any
repair, alteration or improvement to the interior of the leased property. Any equipment
replaced by the Tenant shall belong to the Tenant, save equipment replaced in
connection with Tenant's obligation to maintain the premises in the same condition as
exists at the commencement of this lease, and all proceeds from the disposition thereof
may be retained by the Tenant. The Tenant shall indemnify the County against all
costs, expenses, liabilities, losses, damages, suits, fines, penalties, claims and
demands including responsible counsel fees, because of Tenants failure to comply
with the foregoing. Maintenance of the paved parking area shall be defined as and
limited to maintaining and keeping the parking area in good condition with a hardtop
surface pavement and proper striping.
9. Improvements. No substantial alteration, addition or Improvement to the
leased property shall be made by the Tenant without the written consent of the County.
Any alteration, addition or improvement made by the Tenant after-such consent shall
have been given and any fixtures permanently installed as part thereof, shall at the
County's option, become the property of the County upon expiration of or other sooner
termination of this lease; provided however, that the County shall have the right to
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require the Tenant to remove such fixtures at the Tenant's cost upon such termination.
This clause shall not preclude Tenant from decorating the interior of the leased
premises from time to time in Tenants discretion.
10. Uens for Improvements by Tenant. The Tenant shall not permit any
mechanic's lien to be filed against the fee Of the property by reason of work, labor,
services or materials supplied or claimed to have been supplied, whether prior or
subsequent to the commencement of the term hereof, to the Tenant or anyone holding
the leased property, through or under the Tenant. If any such mechanic's lien shall at
any time be filed against the leased property, the Tenant shall, within 30 days after
notice of the filing thereof, cause such lien to be discharged of record by payment,
deposit, bond, order of a court of competent jurisdiction, or otherwise. If the Tenant
shall fail to cause such lien to be discharged within such 30 day period, then, In
addition to any other right or remedy of the County, the County may, but shall not be
obligated to, discharge such lien either by paying the amount claimed-to be due or by
procuring the discharge of such lien by deposit or by bonding proceedings, and in any
such event the County shall be entitled, if the County so elects, to compel the
prosecution of an action for the foreclosure of such mechanic's lien by the lienor and to
pay the amount of the judgment for and in favor of the lienor, with interest, costs and
all other allowances. Any amount paid by the County for any such purposes, with
interest thereon at the rate of 6%per annum from the date of payment, shall be repaid
by the Tenant to the County on demand, and if unpaid may be treated as additional
rent as provided for elsewhere in this lease. Nothing in this lease shall be construed in
any way as constituting the consent or request of the County, express or implied, by
inference or otherwise, to any contractor, subcontractor, laborer or materialmen for the
performance of any labor or the furnishing of any materials for any property or as giving
the Tenant the right, power of authority to contract for or permit the rendering of any
service or the furnishing of any material that would give rise to the filing of any
mechanic's lien against the fee of the leased property.
11:Tenant's Warranty of Non-Disturbance. Tenant hereby expressly
covenants and agrees that the Tenant shall be responsible for controlling the noise
level emanating from the Tenant's use of the demised promises in such a way that
other occupants of the building of which the demised premises are a part shall not be
disturbed. Tenant shall be responsible for and pay for the installation of any special
padding for other noise suppression devices that may be required for control of the
level of sound emanating from the demised promises.
12. Tenants Obligation to Cgtjn& Applicable Laws and Compliance with
RQguirements of Insurance Policies. The Tenant shall throughout the term of this
lease, at its sole expense, promptly comply with all laws and regulations of all federal,
state and municipal governments and appropriate departments, commissions, boards
and officers thereof, and the orders and regulations of the National Board of Fire
Underwriters, or any other body now or hereafter exercising similar function, which
may be applicable to the leased property, the fixtures, and equipment therein, and the
sidewalks and curbs adjoining the leased property. The Tenant Shall comply with the
requirements of all policies of public liability,fire and all other types of, insurance at any
time in force with respect to the building and other improvements on the leased
property.
13. Utilities. The Tenant shall pay charges for gas, electricity, light and
power used, rendered or supplied upon or in connection with the leased property. The
County shall be responsible for the payment of all charges related to the supply of
water to the leased property.
14.Condition of Premises The Tenant shall, during the term of this
lease and any renewal or extension hereof, at its sole expense, cause the leased
property to by kept dean and in a manner satisfactory to the County.
15. Surrender in Same Good Order and Condition. The Tenant shall
vacate the leased property in the good order and repair in which such property now is,
ordinary wear and excepted, and shall remove all its property therefrom so that the
County can repossess the leased property no later than Noon on the day upon which
this lease ends, whether upon notice or by holdover or otherwise. The County shall
have the same rights to enforce this covenant by ejectment and for damages or
otherwise as for the breach of any other condition or covenant of this lease. Tenant
may at any time prior to or upon the termination of this lease or any renewal or
extension thereof remove from the leased property all materials, equipment, and
property of every other sort or nature installed by the Tenant thereon, provided that
such property is removed Without substantial injury to the leased property. No injury
shall be considered substantial if it is promptly corrected by restoration to the condition
prior to the installation of such property, If so requested by the County.' . Any such
property not removed shall become the property of the County.
16. Prohibition Against Unlawful or Extrahazar-dous Use-Enforcement Against
Subtenants.' The Tenant may use and occupy the leased property for general office
uses and for no other purpose without the prior written consent of County. Tenant shall
not use or occupy nor permit the leased property or any part thereof to be used or
occupied for any unlawful business, use or purpose, nor for any business, use , or
purpose deemed extrahazardous, nor for any purpose or in any manner which is in
violation of any present or future governmental laws or regulations. The Tenant shall
promptly after the discovery of any such unlawful or extrahazardous use take all
necessary steps, legal and equitable, to compel the discontinuance of such use and to
oust and remove any subtenants,occupants, or other persons guilty of such unlawful or
extrahazardous use. The Tenant shall Indemnify the County against all costs,
expenses, liabilities, losses, damages, injunctions, suits, fines, penalties, claims and
demands, including reasonable counsel fees, arising out of any violation of or default in
these covenants.
17. Couays Right to Cause gAgIration upon Listed Defaults
A.The occurrence of any of the following shall constitute an event of default:
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1. Delinquency in the due and punctual payment of any rent or additional rent
payable under this lease when such rent shall become payable, for a period of five days
after the due date.
2. Delinquency by the Tenant in the performance of or compliance with any
of the conditions contained in this lease other than those referred to in the foregoing
subparagraph 1,for a period of 30 days after written notice thereof from the County to
the Tenant,except for any default not susceptible of being cured within such 30-day ti
period, in which event the time permitted to the Tenant to cure such defauli shall be
extended for as long as shall be necessary to cure such default, provided the Tenant
commences promptly and proceeds diligently to cure such default, and provided further
that such period of time shall not be so extended as to jeopardize the interest of the
County in this lease or so as to subject the County to any civil or criminal liabilities.
3. Filing by the Tenant in any court pursuant to any statute, either of the
United States or any state, or a petition in bankruptcy or insolvency or for
reorganization, or for the appointment of a receiver or trustee of all or a portion of the
Tenants property,or an assignment by the Tenant for the benefit of creditors.
4. Filing against the Tenant in any court pursuant to any statute, either of the
United States or of any state, of.a petition in bankruptcy or insolvency, or for
reorganization, or for appointment of a receiver or trustee of all or a portion of the
TenanVs property, if within 180 days after the commencement of any such proceeding
against the Tenant such'petition shall not have been dismissed.
B. Upon the expiration or_ termination of this lease, the Tenant shall'peacefully
surrender-At.)e leased property to.-the County, and the County,-upon or at any time after
such expiration or termination may, without further notice, reenter-!he leased property
and repossess it by force, summary proceedings, ejectment, or otherwise, and may
dispossess the Tenant and-remove the Tenant and all other persons and property from
the leased property and the right to receive all rental income therefrom.
C. At any time after such expiration, the County may rel6t the leased property or any
part thereof, in the name of the County or otherwise for such term (which may be
greater or less than the period which would otherwise otherwise,
-constituted the balance of
the term of this lease) and on such conditions (which may include concessions or free
rent) as the County, in its uncontrolled discretion, may determine, and may collect and
receive the rent thereof.
D. No such expiration of'this lease shall relieve the Tenant of its liability or obligations
under this lease, and such liability and obligations shall survive any such expiration. In
the event of any such expiration,whether or not the leased property or any part any part
thereof shall have been relet,the Tenant shall pay to the County the rent and additional
rent required to be paid by the Tenant up to the time of such expiration, and thereafter
the Tenant, until the end of what would have been the term of this lease in the absence
of such expiration, shall be liable to the County for, and shall pa y to the County, as and
for liquidated and agreed current damages for the Tenants default:
10
1.The equivalent of the amount of the rent and additional rent which would be payable
under this lease by the Tenant if this lease were still in effect, less
2.The greater of:
(a) The fair rental value of the leased property for the remaining term of the
lease, after deducting all the County's reasonable expenses in connection
with such reletting, including,without limitation, all repossession costs, brokerage
Commissions, legal expenses, reasonable attorney's fees, alteration costs, and
expenses of preparation for such reletting.
(b) The net proceeds of any reletting effected pursuant to the provisions of
paragraph d.of this article, after deducting all the County's reasonable expenses
in connection with such reletting, including, without limitation, all repossession
costs, brokerage commissions, legal expenses, reasonable attorney's fees,
alteration costs, and expenses of preparation for such reletting.
E. The Tenant shall pay such current damages (herein called deficiency") to the
County monthly on the days on which the rent and additional rent would have been
payable under this lease it this lease were still in effect, and the County shall be
entitled to recover from the Tenant each monthly deficiency as such deficiency shall
arise. At any time after any such expiration, whether or not the County shall have
collected any monthly deficiency, the County shall be entitled to recover from the
Tenant, and.the.Tenant shall pay to the County, on demand, as�and for liquidated and
agreed. final, damages for the Tenant's default an amount equal to the difference
betweery th a rent and additional-rent reserved hereunder f6if the expired portion.of the
.
lease of the leased property for the same period. In the computation of such damages
the difference between any installment of rent becoming due hereunder after the date
of termination and the fair and reasonable rental value of the leased property for the
period....for..q.which.-such-installment.,was payable shall be discontinued-to the dater of
termination at the rate of four percent per annum.
F. The terms "entern, 'reenter", "enfryu, or *reentry, as used in this lease are not
restricted to their technical meaning.
18. Lien on Tenants Imnrovements and Personal Property. The County
shall have first lien paramount to all others on every right and interest of the Tenant in
and to this lease, and on any building or Improvement on or hereafter placed on the
leased property, and on any furnishings, equipment,fixtures, or other personal property
of any kind belonging to the Tenant, or the equity of the Tenant therein, on the leased
property. Such lien is granted for the purpose of covenanted to be paid by the Tenant,
and for the purpose of securing the performance of all of the Tenants obligations under
this lease. Such liens shall. be in addition to all rights of the County given under
statutes of this state, which are now or shall hereinafter be in effect. The provisions of
this paragraph shall not be applicable to liens existing.at the commencement of this
lease.
Provided, that County may, at his option, agree to subordinate this lien to
liens arising in connection with purchased of equipment or leasehold Improvement
financing by Tenant, which agreement County covenants not to unreasonably
withhold.
19.County's Right to Receiver upon Tenant's Default. In addition to
any other security for the performance of this lease, the Tenant hereby assigns to the
County all of the rents and profits which might otherwise accrue to the Tenant from the
use, enjoyment, and operation of the leased property, such assignment to become
effective, however, only after default by the Tenant in the performance of its obligations
under this lease. If the County, upon default of the Tenant, elects to file a suit in equity
to enforce the lease and protect the County's right hereunder, the County may upon
notice to the Tenant as ancillary to such suit, apply to any court having jurisdiction for
the appointment of a receiver of the leased property, the improvements and buildings
located thereon, the personal property located therein, and thereupon the court may
forthwith appoint a receiver with the usual powers and duties of receivers in like cases.
Such appointment shall be made by such court as a matter of strict right to the County
and without consideration of the adequacy of the value of the Tenants interest in the
lease, or of the value of the property, or the commission of waste thereon, or the
deterioration thereof. Nothing herein shall prevent the enforcement of the County's lien
for rent in any court or by proceeding authorized to the laws of this state, or the
institution by the County of a separate proceeding in equity for the appointment of a
receiveras an ancillary remedy,to protect the rights and interest of the County. Any.
and all raM considered,-poies or proceedings are consid r cumulative andmot• exclusive.
°`-'20.Waiver of County's Rights Only by Written Instrument , No failure by the
County to insist upon the strict performance of any item or condition of this lease or to
exercise any right or remedy available on a breach thereof, and no acceptance of full
or partial rent during the continuance of any such breach shall constitute a waiver of
any.breach or., *y-ppo,t6rmor. condition. No term.or condition of this lease.required
to be performed by.the Tenant, and no breach thereof, shall be waived, altered or
modified, except by a written instrument executed by the County. No waiver of any
breach shall affect or alter any term or condition in this lease, and each such term or
condition shall continue in full force and effect With respect to any other then existing or
subsequent breach thereof.
21. Performance of Tenant's Obligations-Ungaid Insurance Premiums
A. If the Tenant shall at any time fall to pay any amount in accordance with
the provisions of this lease,or shall fall to take out, keep in force,or shall fall to perform
any f its other obligations under this lease, then the County, after 15 days notice to the
Tenant(or without notice in case of an emergency) and without waiving or releasing the
Tenant from any obligation of the Tenant contained in this lease, may (but shall be
under no obligation to) pay any amount payable by the Tenant hereunder, and perform
any other act required to be performed by the Tenant hereunder. The County may
enter upon the leased property for such purposes and take any action necessary
therefore.
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B. All sums so paid by the County and all costs and expenses incurred by
the County in connection with the performance of any such act, together with interest
thereon at the rate of 6% per annum from the respective dates of each such payment
and such costs and expenses, shall constitute additional rent payable by the Tenant
under this lease and shall be paid by the Tenant to the County on demand.
C. Notwithstanding anything in this lease to the contrary, the County shall
not be limited, in the proof any damages which the County may claim against the
Tenant by reason of the Tenant's failure to provide and keep insurance in force, to the
amount of the insurance premiums not paid or incurred by the Tenant. The County
shall also be entitled to recover as damages for such breach the uninsured amount of
any loss, together with damages, costs, and expenses of any suit offered or incurred
by reason of damage to the leased property occurring during any period when the
Tenant shall have failed to provide and keep such insurance in force.
22. Performance of Tenant's Obligations-Taxes.
If the Tenant shall default in the performance of any obligation under this
lease, the County after 30 days notice to the Tenant specifying such default, or without
notice if any emergency exists, may perform such obligation for the account and at the
expense (including reasonable counsel fees) of the Tenant. The amount of any
payment -made or expense incurred by the County for such!porpose, with interest
thereon at.thq-.rate of 6% per annum, shall be deemed additional,rent and forthwith
shall be_��goiaid by the Tenant to the County, or, at the Countyrs =election, may be added <:
to any.-subsequent installment of rent due and payable under-this lease. When no
emergency::exists, the provisions-of this subparagraph shall Ze.-inapplicable, 0 within
30 days after such notice by the.County, the Tenant shall have-cured such default, or
shall have commenced and shall be proceeding diligently to cure such a default.
Nothing herein .contained shall be deemed to waive any right of the County to sue for
and r +vt:a diction at law any sums of which the County`rney have:incurred under
the provislons of this subparagraph. The provisions of this-paragraph shall survive-the
termination of this lease.
23. Right of Entry.: The County or his agent shall with twenty-four(24)
hours notice have the right to enter the leased property at reasonable times in order to
examine it, to show it to prospective purchasers or lessees, or to make such
decorations, repairs, alterations, improvements or additions as the County may deem
necessary or desirable. The County shall be allowed to take all material into and upon
the leased property that may be required therefore without the same constituting an
eviction of the Tenant in whole or in part. The rent reserved shall not abate while
decorations, repairs, alterations, improvements,.or additions are being made, whether
by reason of loss or interruption of the business of the Tenant or otherwise. During the
last month prior to the expiration of the term of this lease, the County may place upon
the leased property the usual notices "To Let" or "For Sale", which notices the Tenant
shall permit to remain thereon without molestation. If during the last month of the term
the Tenant shall have removed all or substantially all of the Tenant's property
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therefrom, the County may, with the Tenant's permission, immediately enter and later,
renovate and redecorate the leased property without elimination of abatement of rent
and Without liability to the Tenant for any compensation, and such acts shall have no
effect upon this lease. If the Tenant or its employees shall not be personally present to
permit entry at any time when an entry therein shall be immediately necessary, as
herein provided, the County may enter the premises by such means as may be
appropriate, including forcible entry, without rendering the County or such agents liable
therefore (if during such entry the County or his agents shall accord reasonable care to
the Tenant's property), and without in any manner affecting the obligations and
covenants of this lease. The County's right of reentry shall not be deemed to impose
upon the County any obligation, responsibility or liability for the care, supervision or
repair of the leased property other than as herein provided. to the event that it
becomes necessary for County to replace or repair any major component or any
structural or other system in the leased premises, the County shall have full and
unrestricted access to the building and the leased property. The County reserves the
right temporarily to interrupt, curtail, stop or suspend air-conditioning and heating
service, and all other utility or other services, because of accident or emergency or for
repairs, alterations, additions, or improvements, or because of the County's inability to
obtain, or difficulty or delay in obtaining, labor or materials necessary therefore or
compliance with governmental restrictions in connection therewith, or because of any
other cause beyond the County's reasonable control, provided that, except In cases of
emergency, the Gouniy.will use its best efforts to limit such stoppage:to after-business
hours, will notify.tile._Tenant In advance, if possible, of any,such 'stoppage, and, if
ascertainable, its duration, and .will. proceed': diilgently with the -work-::.,
necessary to,resume such service as promptly as possible=and-in a manner and at°,;
times as will hot-...,m.
Werially interfere with or impair the Tenant's •use of the leased
property. No dim-1nufi6ia or abatement of fixed rent or other compe'risatiaii shall be
claimed by the Tenant, nor shall this lease or any of the obligations of the Tenant
hereunder.be affected or.. reduced by reason of such interruption, stoppage, or
curtailment,. nth_ Oal't66`same-give rise-to a claim in the Tenaiir&;€avor-that' siich
failure. constiti#es total or partial eviction from the leased property, provided that if the
leased property shall be unreasonably untenantable for a continuous period of more
than four business days by reason of any such stoppage, the fixed rent payable by the
Tenant shall abate until the Tenant shall be again able to use the leased property.
24. Destruction by Fire or Other Casualty. In the event the premises or
any substantial portion thereof are destroyed by fire or other casualty during the term
of this lease, it is understood and agreed that County shall have no obligation to
rebuild,and ,at the election of County or Tenant the lease may be terminated
25. Condemnation. If the whole of the leased property, or such portion
thereof as will make the leased property unsuitable for the purposes herein leased, is
condemned for any public use or purpose by any legally constituted authority, then in
either of such events this lease shall cease from the time when possession Is taken by
such public authority and rental shall be accounted for between the County and the
Tenant as of the date of the surrender of possession. Such termination shall be
14
without prejudice to -the rights of either' the County or the Tenant to recover
compensation from the condemning authority for any loss or damage caused by such
condemnation. Neither the County nor the Tenant shall have any rights in or to any
award made to the other by the condemning authority.
26. Assignment of Lease, The Tenant shall not assign, mortgage, or
encumber this lease, nor sublet of permit the leased property or any part thereof to be
used by others, without the prior written consent of the County In each instance. If this
lease is assigned, or If the leased property or any part thereof, is sublet,or occupied by
anybody other than the Tenant, the County may, after an event of default, as
hereinabove defined, by the Tenant, collect rent for the assignee, subtenant, or
occupant and apply the not amount collected to the rent herein reserved. No such
assignment subletting, occupancy or collection shall be deemed a waiver of this
covenant, or the acceptance of this assignee, subtenant, or occupant as tenant, or a
release of covenants in this lease. The consent by the County to an assignment or- -
subletting shall not bd construed to relieve the Tenant from obtaining the consent in
writing,of the County to any further assignment or subletting. Provided,further, County
shall not unreasonably withhold consent to assignment.
27.Assignment of Interest in Rents. The County shall have the right,
without selling its fee interest in the leased property or assigning its interest in this
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lease, to Assigni.from. Jime to time the whole.of the not rent at Iany.time payable
hereunder to pers6r�rms, corporations, trusts..or other entities designated by the
-County in a written -thAll pay the
oiotice such case the Tenant
net rent, 'subject Countys,designee.at"thwaddress
u:90~mentioned in any by such a8sigAfnenL
28. Exoneration from Liability. The County shall not be liable for any
personal.injury- to the Tenant or to Its officers, agents and employe", or to any other
occupppt of any dart of the leased property, irrespective of how:such;lnj Ury-or damage
may_6 caused, whether from"66tion of the, elemerits':ot:acts' ofnegligence of the
occupants of adjacent properties, or any other persons; provided that nothing-contained
herein shall relieve the County of the consequences of his own negligence.
29.'Reimbursement of Expenses. The Tenant shall pay and Indemnify
the County against all legal costs and charges, including counsel fees lawfully and
reasonably incurred, in obtaining possession of the leased premises after default of the
Tenant or after the Tenant's default in surrendering possession upon the expiration or
earlier termination of the term of the lease or•enforcing any covenant of the Tenant
herein contained. The Tenant further covenants that In case the County shall be made
party to any litigation commenced against the Tenant, due to act or omission on the
part of the Tenant alone, then the Tenant shall pay all expenses, costs, and reasonable
attorney's fees incurred by or imposed on the County in connection with such litigation,
and such expenses, costs, and attorneys fees shall be additional rent due on the last
day after services of notice of such payment or payments, together with interest at a
rate of 9% per annum from the date of payment, and shall be collected as any other
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rent specifically reserved.herein. Provided that this claim shall not be applicable where
the County shall be made a party by reason of any independent liability of the County
caused by some act or omission on the part of the County or resulting from any act or
omission on the part of both Tenant and County.
30. Smoke Free Facility. Tenant acknowledges that County Buildings are
smoke-free. Tenant shall ensure that employees, customers or invitees of the Tenant
abide by the County's ordinances,which prohibit smoking.
31. Weaoons Prohibited. Tenant acknowledges that a County ordinance
has been approved by the Boa
rd of Commissioners that prohibits weapons in County
facilities, except in limited situations Tenant will ensure that employees, customers or
invitees of the Tenant abide by the County's ordinance that prohibits weapons In the
facility.
32 Notice by Registered or Certified Mail. Any notice.under this lease
must be in writing and must be sent by registered or certified mail to the last address of
the party to whom the notice is to be given, as designated by such party in writing. The
County hereby designates its address as:
i
County of Orange
,._ Attn: Dirtector.of�Purchasing and Central Services.
;PQ Box$18.1:
Hillsborough,NC.�27278
The Tenan#hereby.designates his address as:
..Mr. Brandon S Lee
- dltla Terra.Doha Ll.0
105 Bentley'Buiiding
501 West Franklin Street
Chapel Hill,NC 27514
33 Grammatical Usage. in construing this lease,feminine or neuter
pronouns shall be substituted for those masculine in form and vice versa, and plural
terms shall be substituted for singular and singular for plural in any place in which the
context so requires.
34. Entire Agreement This lease contains the entire agreement between the
parties, and any executory agreement hereafter made shall be ineffective to change,
modify, or discharge it in whole or in part, unless such executory agreement is in
writing and signed by the party against whom enforcement of the change, modification
or discharge is sought.
1
IN TESTIMONY WHEREOF, the parties have hereunto set their hands and
seals the day and year first above written.
CO U ATTE
BY: '
ffor'yJaco b , a Donna er, Clerk to the Board
TENA NESS:
Brand
i
STATE OF NORTH CAROLINA
ORANGE COUNTY
1, a Notary Public for said County and State,do hereby certify that
a:. t erpersonally appeared,before me this date and acknow -
ledged.that:she is the Clerk to the ;-
Board�f mmissioners of Orange County,and that by authority dulyrghven and as the act of Orahge a:
County;the foregoing.inwmentwas signed.in its name.by Bang Jacobs;:Chair;sealed with its-official,
seal,and,attested by herself as its Clerk::
Witness rny hand and official seal;this the f/day of G .
..: . . ...: ...:. . .. : . .. ........:.. Notary Public . .
My commission expires:
STATE OF NORTH CAROLINA
COON OF ORA GE
I. h� ✓ a N Public,do hereby certify that_1�1ZtIx�ri`S ..personally appeared
before me this day and acknoed the due execution of the forego'ng Lease Agn3emerrt.
WITNESS my hand and official seal this the r7 day of ✓,�b02,
i
No blic
My commission expires:
i
17
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STATE OF NORTH CAROLINA
COUNTY OF ORANGE LEASE AGREEMENT RENEWAL
i
i
THIS LEASE AGREEMENT RENEWAL made on the 2&day of November,2012 by and
between Terradotta, LLC., 501 West.Franklin Street, Bentley Building Suite 106, Chapel Hill,
North Carolina, hereinafter referred to as"Tenant' and Orange County, a politic subdivision of
the State of North Carolina, Post Office Box 8181, Hillsborough, North Carolina, hereinafter
referred to as "County".
WITNESSETH:
WHEREAS, a lease agreement was made and entered into as of the 1st day of January, 2010,
a copy of which is attached as Exhibit A, between the County and Tenant;
WHEREAS, County and Tenant desire to renew the lease agreement to the following:
1. Section 3 of Exhibit A shall be modified to read:
a. This lease renewal shall commence on December 3, 2012 and shall continue for
a term of one year, which ends on December 2, 2013, both dates inclusive,
unless sooner terminated as herein provided.
c. The Tenant agrees to pay the County without demand at its office, or at such
other place or places as County may from time to time designate in writing, the
sum of$536 per month ($6,432 per annum).
2. All other terms and conditions of Exhibit A shall remain the same.
This the day of , 2012.
Terra Dotta, LLC Witness:
By:
Orange County Attest:
By:
Chair Donna S. Baker, Clerk to the Board
Board of County Commissioners
18
NORTH CAROLINA
ORANGE COUNTY
a Notary Public for said County and State,
certify that personally came before me this day and
acknowledged that she is 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 , Chair, sealed with its official seal, and attested by
herself as its Clerk.
Witness my hand and official seal, this the day of_ . 2012.
Notary Public
My commission expires:
NORTH CAROLINA
ORANGE COUNTY
a Notary Public for said County and State,
certify that personally came before me this day and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this the day of ' 2012.
Notary Public
My commission expires:
X14, &1-r 19
STATE OF NORTH CAROLINA
COUNTY OF ORANGE LEASE
THIS LEASE, made and entered into as of the 1st day of January,.2010, by and between The
County of Orange, hereinafter referred to as "County," and Terra Dotta LLC., hereinafter
referred to as "Tenant"
WITNESSETH:
THAT FOR and in consideration of the mutual covenants and conditions hereinafter
set forth,the parties hereto do hereby agree as follows:
1. Premises. County does hereby lease and let unto Tenant and Tenant does
hereby accept as Tenant those certain premises designated as Suite #106 of the Bentley
Building, 501 Franklin Street, Chapel Hill, Orange County, North Carolina,'as more particularly
shown on EXHIBIT A appended hereto. In addition to the premises assigned adjacent to the
Bentley Building in common with other tenants of the Building.
2 Acceptance of Premises. The Tenant represents that the lease property, the
sidewalks and structures adjoining the same, any subsurface conditions thereof, and the
present uses and non-uses thereof have been examined by the Tenant. The Tenant accepts
the same in the condition in which they now are without representation or warranty, express or
implied, in fact or by law, by the County, the nature, condition or usability thereof, or the uses to
which the leased property may be put. Provided, County shall be responsible for ensuring that
the heating/air-conditioning system is in good operating condition; the exterior walls and roof,
the lighting system (excluding such additions as may be required for Tenants particular
business operation) and the parking area and sidewalks are in good repair on the date of
commencement of the lease term. County represents and warrants to Tenant that it holds
unencumbered fee title to the lease premises.. The County shall not be responsible for any
latent defect or change of condition in such building, improvements and personalty, and the rent
hereunder shall in no case be withheld or diminished on account of any defect in such property,
any change in the condition thereof, any damage occurring thereto or the existence with respect
thereof of any violations of the laws or regulations of any governmental authority, except as
hereinafter provided. In addition, Tenant acknowledges that the Bentley Building is a smoke free
building and does not permit tobacco use inside of the building.
3. Term and Rental.
(a) This lease shall commence on January 1, 2010, and to coincide with the
expiration of an adjacent suite, Suite 105, leased by Tenant from the County, shall continue for
a term of eleven (11) months, ending on November 30,2010, both dates inclusive, unless
sooner terminated as herein provided.
(b) Tenant shall deliver to County a deposit in the amount of$495, which is the
equivalent to the rent for one (1) month. Deposit shall be held as a security deposit against
claims for damages. This money may be deposited for the exclusive use of Orange County and
will be returned to Tenant at the end of the lease within 30 days provided that there has been no
damage to the leased premises.
(c) The Tenant agrees to pay the County without demand at its office, or at such
other place or places as County may from time to time designate in writing, the sum of$495 per
month ($5,445 for 11-month lease term), on or before the fifth day of the month.
20
(d) The extension of time for the payment of any installment of rent, or the
acceptance by the County of any money other than of the kind herein specified, shall not be a
waiver of the right of the County to insist on having all other payments of rent made in the
manner and at the time herein specified.
(e) If any installment of rent is not received by the fifth (5th) day of any month it is
due, Tenant shall pay as additional rent a late payment fee of Fifty Dollars ($50.00). This
additional rent shall be due immediately without demand therefore and shall be added to and
paid as a part of the installment payment of rent with respect to which it is incurred.
4. Holdover. If the Tenant shall remain in possession of the leased property
after the expiration of the original or renewal period as set out above, such possession shall be
as a month-to-month tenant. During such month-to-month tenancy, rent shall be the rent in
effect during the last month of the term immediately preceding plus an additional 50%.
5. Insurance. The County shall keep in force insurance to provide for property
damage to the building for replacement cost purposes. Provided, however, Tenant shall be
responsible for and pay to County any increase in County's insurance premium occasioned by
the nature of the Tenant's business.
The Tenant shall maintain fire and casualty insurance covering the Tenant's fixtures,
equipment and other property located in the demised premises.
Tenant shall keep the leased property insured, at its sole cost and expense, against
claims for personal injury or property damage under a policy of general public liability insurance,
with limits of at least $1,000,000 for bodily injury and $100,000 for property-damage. Such
policies shall name the County as additional named insured under the policy.
The Tenant shall provide the County certificates of such insurance at or prior to the
commencement of the term of this lease, and thereafter within ten (10) days -prior to the
expiration of such policies. Such policies shall provide that the same may not be canceled
without at least ten (10)days prior written notice to County.
6. Rental Adjustment. In addition to. the base rental, the Tenant shall assume
and pay any additional fire insurance premium, hazard insurance premium, or other extended
coverage insurance premium required as a result of any particular operation or use of said
premises over and above the insurance premium required to be paid by County in the absence
of said operation or use.
7. Signs. The County will place and maintain in and about the leased property at
appropriately designated places, such neat and appropriate signs advertising the Tenant as
such. Any special Tenant sign will be at the sole cost of the tenant but in the same styling,
provided, however, that County shall not unreasonably withhold approval of such signs as
Tenant may desire. Upon the termination of this lease the Tenant shall remove all signs and
repair any damage to the leased property caused by the erection, maintenance or removal of
such signs.
8. Repairs. The County shall maintain the roof and exterior walls of the demised
property including exterior paint, provided that in the event Tenant desires to alter the interior
color scheme, said alteration must be approved by County and shall be at the Tenants
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21
expense. In addition, County shall maintain the paved parking area and front entry to the
building. The Tenant shall not cause or permit any waste, damage or injury to the leased
property. The Tenant, at its sole expense, shall keep the leased property as clean and in good
condition (reasonable wear and tear excepted), and shall make all repairs, replacements and
renewals, whether ordinary or extraordinary, seen or unforeseen, including all structural
repairs, necessary to maintain the interior of the leased property. All repairs, replacements and
renewals shall be at least equal in quality of materials and workmanship to that originally
existing in the leased property. The County shall be responsible for repairs and maintenance of
the roof and outside walls and other external structural members, including the foundation of the
leased premises. The County shall be responsible for maintenance of the heating plant and air-
conditioning systems in such condition as existed at the commencement of this lease, which
County warrants to be in good working condition as of the date of this lease. The County shall
be responsible for the removal of snow(in a timely manner) from the parking lot and the
walkways. The County shall in no event be required to make any repair, alteration or
improvement to the interior of the leased property. Any equipment replaced by the Tenant shall
belong to the Tenant, save equipment replaced in connection with Tenant's obligation to
maintain the premises in the same condition as exists at the commencement of this lease, and
all proceeds from the disposition thereof may be retained by'the Tenant. The Tenant shall
indemnify the'County against all costs, expenses, liabilities, losses, damages, suits, fines,
penalties, claims and demands including responsible counsel fees, because of Tenant's failure
to comply with the foregoing. Maintenance of the paved parking area shall be defined as and
limited to.maintaining and keeping the parking area in good condition with a hardtop surface
pavement and proper striping.
9. Improvements. No substantial alteration, addition or improvement to the
leased property shall be made by the Tenant without the written consent of the County. Any
alteration, addition or improvement made by the Tenant after such consent shall have been
given and any fixtures permanently installed as part thereof, shall at the County's option,
become the property of the County upon expiration of or other sooner termination of this lease;
provided however, that the County shall have the right to require the Tenant to remove such
fixtures at the Tenant's cost upon such termination. This clause shall not preclude Tenant from
decorating the interior of the leased premises from time to time in Tenant's discretion.
10. Liens for Improvements by Tenant. The Tenant shall not permit any
mechanic's lien to be filed against the fee of the property by reason of work, labor, services or
materials supplied or claimed to have been supplied, whether prior or subsequent to the
commencement of the term hereof, to the Tenant or anyone holding the leased property,
through or under the Tenant. If any such mechanic's lien shall at any time be filed against the
leased property, the Tenant shall, within 30 days after notice of the filing thereof, cause such
lien to be discharged of record by payment, deposit, bond, order of a court of competent
jurisdiction, or otherwise. If the Tenant shall fail to cause such lien to be discharged within such
30 day period, then, in addition to any other right or remedy of the County, the County may, but
shall not be obligated to, discharge such lien either by paying the amount claimed to be due or
by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such
event the County shall be entitled, if the County so elects, to compel the prosecution of an
action for the foreclosure of such mechanic's lien by the lienor and to pay the amount of the
judgment for and in favor of the lienor, with interest, costs and all other allowances. Any
amount paid by the County for any such purposes, shall be repaid by the Tenant to the County
on demand, with interest thereon at the rate of 6% per"annum from the date of payment, and if
unpaid may be treated as additional rent as provided for elsewhere in this lease. Nothing in
this lease shall be construed in any way as constituting the consent or request of the County,
22
express or implied, by inference or otherwise, to-any contractor, subcontractor, laborer or
materialmen for the performance of any labor or the furnishing of any materials for any property
or as giving the Tenant the right, power of authority to contract for or permit the rendering of .
any service or the furnishing of any material that would give rise to the filing of any mechanic's
lien against the fee of the leased property.
11. Tenant's Warranty of Non-Disturbance. Tenant hereby expressly covenants
and agrees that the Tenant shall be responsible for controlling the noise level emanating from
the Tenant's use of the demised premises in such a way that other occupants of the building of
which the demised premises are a part shall not be disturbed. Tenant shall be responsible for
and pay for the installation of any special padding for other noise suppression devices that may
be required for control of the level of sound emanating from the demised premises.
12. Tenants Obligation to Comply Applicable Laws and Compliance with
Requirements of Insurance Policies. The Tenant shall throughout the term of this lease, at
its sole expense, promptly comply with all laws and regulations of all -federal, state and
municipal governments and appropriate departments, commissions, boards and officers
thereof, and the orders and regulations of the National Board of Fire Underwriters, or any other
body now or hereafter exercising similar function, which may be applicable to the leased
property, the fixtures, and equipment therein, and the sidewalks and curbs adjoining the leased
property. The Tenant shall comply with the requirements of all policies of public liability, fire and
all other types of insurance at any time in force with respect to the building and other
improvements on the leased property.
13. Utilities. The Tenant shall pay charges for gas, electricity, light and power
used, rendered or supplied upon or in connection with the leased property. The County shall be
responsible for the payment of all charges related to the supply of water to the leased property.
14. Condition of Premises. The Tenant shall, during the term of this lease and
any renewal or extension hereof, at its sole expense, cause the leased property to be kept clean
and in a manner satisfactory to the County.
.15. Surrender in Same Good Order and Condition. The Tenant shall vacate
the leased property in the good order and repair in which such property now is, ordinary wear
and excepted, and shall remove all its property therefrom so that the County can repossess
the leased property no later than Noon on the day upon which this lease ends, whether upon
notice or by holdover or otherwise. The County shall have the same rights to enforce this
covenant by ejectment and for damages or otherwise as for the breach of any other condition or
covenant of this lease. Tenant may at any time prior to or upon the termination of this lease or
any renewal or extension thereof remove from the leased property all materials, equipment, and
property of every other sort or nature installed by the Tenant thereon, provided that such
property is removed without substantial injury to the leased property. No injury shall be
considered substantial if it is promptly corrected by restoration to the condition prior to the
installation of such property, if so requested by the County. Any such property not removed
shall become the property of the County.
16, Prohibition Against Unlawful or Extrahazardous Use-Enforcement Against
Subtenants. The Tenant may use and occupy the leased property for general office uses and
for no other purpose without the prior written consent of County. Tenant shall not use or
occupy nor permit the leased property or any part thereof to be used or occupied for any
unlawful business, use or purpose, nor for any business, use or purpose deemed
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23
extrahazardous, nor for any purpose or in any manner which is in violation of any present or
future governmental laws or regulations. The Tenant shall promptly after the discovery of any
such unlawful or extrahazardous use take all necessary steps, legal and equitable, to compel
the discontinuance of such use and to oust and remove any subtenants, occupants, or other
persons guilty of such unlawful or extrahazardous use. The Tenant shall indemnify the County
against all costs, expenses, liabilities, losses, damages, injunctions, suits, fines, penalties,
claims and demands, including reasonable counsel fees, arising out of any violation of or default
in these covenants.
17. County's Right to Cause Expiration or Termination upon Listed Defaults
(a) The occurrence of any of the following shall constitute an event of default:
1. Delinquency in the punctual payment of any rent or additional rent payable
under this lease when such rent shall become payable. Should such rent payment not be made
when due then upon the expiration of five days after the due date, such rent payment shall be
delinquent.
2. Delinquency by the Tenant in the performance of or compliance with any
of the conditions contained in this lease other than those referred to in the foregoing
subparagraph lJor a period of 30 days after written notice thereof from the County to the
Tenant. In the event,Tenant is incapable of curing the default within such thirty(30)day
period, the County may in its discretion extend the time for as long as the County deems
necessary to cure such default. Provided, however, the Tenant shall promptly and diligently
commence action to cure such default and provide County with evidence of Tenant's intent to
cure the default. Any additional period of time beyond thirty(30) days granted to Tenant to cure
any default shall not be as extended as to jeopardize the interest of the County in this lease or
so as to subject the County to any civil or criminal liabilities.
3. Filing by the Tenant in any court'pursuant to any statute, either of the
United States or any state, or a petition in bankruptcy or insolvency or for reorganization, or
for the appointment of a receiver or trustee of all or a portion of the Tenant's property, or an
assignment by the Tenant for the benefit of creditors.
4. Filing against the Tenant in any court pursuant to any statute, either of the
United States or of any state, of a petition in bankruptcy or insolvency, or for reorganization, or
for appointment of a receiver or trustee of all or a portion of the Tenants property, if within 180
days after the commencement of any such proceeding against the Tenant such petition shall not
have been dismissed.
(b) Upon the expiration or termination of this lease, the Tenant shall peacefully
surrender the [eased property to the County, and the County, upon or at any time after such
expiration or termination, County may, without further notice, reenter the leased property and
repossess it by force, summary proceedings, ejectment, or otherwise, and may dispossess the
Tenant and remove the Tenant and all other persons and property from the leased property and
the right to receive all rental income therefrom.
(c) Many time after such expiration, the County may relet the leased property or
any part-thereof, in the name of the County or otherwise, for such term (which may be greater or
less than the period which would otherwise have constituted the balance of the term of this
lease) and on such conditions (which may include concessions or free rent) as the County, in its
uncontrolled discretion, may determine, and may collect and receive the rent thereof.
24
(d) No such expiration or termination of this lease shall relieve the Tenant of its
liability or obligations under this lease, and such liability and obligations shall survive any such
expiration or termination. In the event of any such expiration or termination, whether or not the
leased property or any part any part thereof shall have been relet, the Tenant shall pay to the
County the rent and additional rent required to be paid by the Tenant up to the time of such
expiration, and thereafter the Tenant, until the end of what would have been the term of this
lease in the absence of such expiration, shall be liable to the County for, and shall pay to the
County, as and for liquidated and agreed current damages for the Tenant's default:
1. The equivalent of the amount of the rent and additional rent which
would be payable under this lease by the Tenant if this lease were still in effect, less
2. The greater of
(a) The fair rental value of the leased property for the remaining term Of
the lease,-after deducting- all the County's reasonable expenses in* connection with such
reletting, 'including, without limitation, all repossession costs, brokerage Commissions, legal
expenses, reasonable attorney's fees, alteration costs, and expenses of preparation for such
reletting.
(b) The net proceeds of any reletting effected pursuant to the provisions
of paragraph d, of this article, after deducting the entire County's reasonable expenses in
connection with such reletting, including, without limitation, all repossession costs, brokerage
commissions, legal expenses, reasonable attorney's fees, alteration costs, and expenses of
preparation for such reletting.
(e) The Tenant shall pay such current damages (herein called "deficiency") to
the County monthly on the days on which the rent and additional rent would have been payable
under this lease if this lease were still in effect, and the County shall be entitled to recover from
the Tenant each monthly deficiency as such deficiency shall arise. At any time after any such
expiration, whether or not the County shall have collected any monthly deficiency, the County
shall be entitled to recover from the Tenant, and the Tenant shall pay to the County, on
demand, as and for liquidated and agreed final damages for the Tenant's default, an amount
equal to the difference between the rent and additional rent reserved hereunder for the expired
portion of the lease of the leased property for the same period. In the computation of such
damages the difference between any installment of rent becoming due hereunder after the date
of termination and the fair and reasonable rental value of the leased property for the period for
which such installment was payable shall be discontinued to the date,of termination at the rate
of four percent per annum.
(f) The terms "enter", "reenter", "entry', or "reentry" as used in this lease are not
restricted to their technical meaning.
18. Lien on Tenant's Improvements and Personal Property. The County shall
have first lien paramount to all others on every right and interest of the Tenant in and to this
lease, and on any building or improvement on or hereafter placed on the leased property, and
on any furnishings, equipment fixtures, or other personal property of any kind belonging to the
Tenant, or the equity of the Tenant therein, on the leased property. Such lien is granted for the
purpose of covenanted to be paid by the Tenant, and for the 'purpose of securing the
performance of all of the Tenant's obligations under this lease. Such liens shall be in addition to
all rights of the County given under statutes of this state, which are now or shall hereinafter be
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in effect. The provisions of this paragraph shall not be applicable to liens existing at the
commencement of this lease.
Provided, that County may, at his option, agree to subordinate this lien to liens
arising in connection with purchased of equipment or leasehold improvement financing by
Tenant, which agreement County.covenants not to unreasonably withhold.
19. County's Right to Receiver upon Tenant's Default. In addition to any other
security for the performance of this lease, the Tenant hereby assigns to the County all of the
rents and profits which might otherwise accrue to the Tenant from the use, enjoyment, and
operation of the leased property, such assignment to become effective, however, only after
default by the Tenant in the performance of its obligations under this lease. If the County, upon
default of the Tenant, elects to file a suit in equity to enforce the lease and protect the County's
right hereunder, the County may upon notice to the Tenant, as ancillary to such suit, apply to
any court having jurisdiction for the appointment of a receiver of the leased property, the
improvements and buildings located thereon, the personal property located therein, and
thereupon the court may forthwith appoint a receiver with the usual powers and duties of
receivers in like cases. Such appointment shall be made by such court as a matter of strict
right to the County and without consideration of the adequacy of the value of the Tenant's
interest in the lease, or of the value of the property, or the commission of waste thereon, or the
deterioration thereof. Nothing herein shall prevent the enforcement of the County's lien for rent
in any court or by proceeding authorized to the laws of this state, or the institution by the County
of a separate proceeding in equity for the appointment of a receiver as an ancillary remedy to
protect the rights and interest of the County. Any and all remedies or proceedings are
considered cumulative and not exclusive.
20. Waiver of County's Rights Only by Written Instrument. No failure by the
County to insist upon the strict performance of any item or condition of this lease or to exercise
any right or remedy available on a breach thereof, and no acceptance of full or partial rent
during the continuance of any such breach shall constitute a waiver of any breach or of any
such term or condition. No term or condition of this lease required to be performed by the
Tenant, and no breach thereof, shall be waived, altered or modified, except by a written
instrument executed by the County. No waiver of any breach shall affect or alter any term or
condition in this lease, and each such term or condition shall continue in full force and effect
with respect to any other then existing or subsequent breach thereof.
21. Performance of Tenant's Obligations- Unpaid Insurance Premiums
(a) If the Tenant shall at any time fail to pay any amount in accordance with the
provisions of this lease, or shall fail to take out, keep in force, or shall fail to perform any of its
other obligations under this lease, then the County may after notice and opportunity to cure in
accordance with the provisions of Section 17(a)2, or without notice if any emergency exists, and
without releasing the Tenant from any obligation of the Tenant contained in this lease, may (but
shall be under no obligation to) pay any amount payable by the Tenant hereunder, and
perform any-other act required to be performed by the Tenant hereunder. The County may
enter upon the leased property for such purposes and take any action necessary therefore.
(b) All sums so paid by the County and all costs and expenses incurred by the
County in connection with the performance of any such act, together with interest thereon at the
rate of 6% per annum from the respective dates of each such payment and such costs and
expenses, shall constitute additional rent payable by the Tenant under this lease and shall be
paid by the Tenant to the.County on demand.
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(c) Notwithstanding anything in this lease to the contrary, the County shall not be
limited, in the proof any damages which the County may claim against the Tenant by reason of
the Tenant's failure to provide and keep insurance in force, to the amount of the insurance
premiums not paid or incurred by the Tenant. The County shall also be entitled to recover as
damages for such breach the uninsured amount of any loss, together with damages, costs, and
expenses of any suit offered or incurred by reason of damage to the leased property occurring
during any period when the Tenant shall have failed to provide and keep such insurance in
force.
22. Performance of Tenant's Obligations-Taxes. If the Tenant shall default in the
performance of any obligation under this lease, the County may, after notice and opportunity to
cure in accordance with Section 17(a) 2 or without notice if any emergency exists, perform such
obligation for the account and at the expense (including reasonable counsel fees) of the Tenant.
The amount of any payment made or expense incurred by the County for such purpose, with
interest thereon at the rate of 6% per annum, shall be deemed additional rent and forthwith shall
be repaid by the Tenant to the County, or, at the County's election, may be added to any
subsequent installment of rent due and payable under this lease. Nothing herein contained
shall be deemed to waive any right of the County to sue for and recover by action at law any
sums of which the County may have incurred under the provisions of this subparagraph. The
provisions of this paragraph-shall survive the termination of this lease.
23. Right of Entry_ The County or its agent shall within twenty-four (24) hours
notice have the right to enter the leased property at reasonable times in order to examine it, to
show it to prospective purchasers or lessees, or to make such decorations, repairs, alterations,
improvements or additions as the County may deem necessary or desirable. The County shall
be allowed to take all material into and upon the leased property that may be required therefore
Without the same constituting an eviction of the Tenant in whole or in part. The rent reserved
shall not abate while decorations, repairs, alterations, improvements, or additions are being
made, whether by reason of loss or interruption of the business of the Tenant or otherwise.
During the last month prior to the expiration of the term of this lease, the County may place
upon the leased property the usual notices 'To Let" or "For Sale", which notices the Tenant
shall permit to remain thereon without molestation. If during the last month of the term the
Tenant shall have removed all or substantially all of the Tenant's property therefrom, the County
may, with the Tenant's permission, immediately enter and later, renovate and redecorate the
leased property without elimination of abatement of rent and without liability to the Tenant for
any compensation, and such acts shall have no effect upon this lease.. If the Tenant or its
employees shall not be personally present to permit entry at any time when an entry therein
shall be immediately necessary, as herein provided, the County may enter the premises by
such means as may be appropriate, including forcible entry, without rendering the County or
such agents liable therefore (if during such entry the County or his agents shall accord
reasonable care to the Tenant's property), and without in any manner affecting the obligations
and covenants of this lease. The County's right of reentry shall not be deemed to impose upon
the County any obligation, responsibility or liability for the'care, supervision or repair of the
leased property other than as herein provided. In the event that it becomes necessary for
County to replace or repair any major component or any structural or other system in the leased
premises, the County shall have full and unrestricted access to the building and the leased
property. The County reserves the right temporarily to interrupt, curtail, stop or suspend air-
conditioning and heating service, and all other utility or other services, because of accident or
emergency or for repairs, alterations, additions, or improvements, or because of the County's
inability to obtain, or difficulty or delay in obtaining, labor or materials necessary therefore or
compliance with governmental restrictions in connection therewith, or because of any other
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cause beyond the County's reasonable control, provided that, except in cases of emergency,
the County will use its best efforts to limit such stoppage to after-business hours, will notify the
Tenant in advance, if possible, of any such stoppage, and, if ascertainable, its estimated
duration, and will proceed diligently with the work necessary to resume such service as
promptly as possible and in a manner and at times as will not materially interfere with or impair
the Tenant's use of the leased property. No diminution or abatement of fixed rent or other.
compensation shall be claimed by the Tenant, nor shall this lease or any of the obligations of
the Tenant hereunder be affected or reduced by reason of such interruption, stoppage, or
curtailment, nor shall the same give rise to a claim in the Tenant's favor that such failure
constitutes total or partial eviction from the leased property, provided that if the leased property
shall be unreasonably untenantable for a continuous period of more than four business days
by reason of any such stoppage, the fixed rent payable by the Tenant shall abate until the
Tenant shall be again able to use the leased property.
24. Destruction by Fire or Other Casualty. In the event the premises or any
substantial portion thereof are destroyed by fire or other casualty during the term of this lease,
it is understood and agreed that County shall have no obligation to rebuild, and, at the election
of County or Tenant the lease may be terminated
25. Condemnation. If the whole of the leased property, or such portion thereof as
will make the leased property unsuitable for the purposes herein leased, is condemned for any
public use or purpose by any legally constituted authority, then in either of such events this
lease shall cease from the time when possession is taken by such public authority and rental
shall be accounted for between the County and the Tenant as of the date of the surrender of
possession. Such termination shall be without prejudice to the rights of either the County or the
Tenant to recover compensation from the condemning authority for any loss or damage caused
by such condemnation. Neither the County nor the Tenant shall have any rights in or to any
award made to the other by the condemning authority.
26. Assignment of Lease. The Tenant shall not assign, mortgage, or encumber
this lease, nor sublet or permit the leased property or any part thereof to be used by others, I
without the prior written consent of the County in each instance. If this lease is assigned, or if
the leased property or any part thereof, is sublet, or occupied by anybody other than the Tenant,
the County may, after an event of default, as hereinabove defined, by the Tenant, collect rent for
the assignee, subtenant, or occupant and apply the net amount collected to the rent herein
reserved. No such assignment, subletting, occupancy or collection shall be deemed a waiver of
this covenant, or the acceptance of this assignee, subtenant, or occupant as tenant, or,a
release of covenants in this lease. The consent by the County to an assignment or subletting
shall not be construed to relieve the Tenant from obtaining the consent in writing of the County
to any further assignment or subletting. Provided, further, County shall not unreasonably
withhold consent to assignment.
27. Assignment of Interest in Rents. The County shall have the right,
without selling its fee interest in the leased property or assigning its interest in this lease, to
assign from time to time the whole of the net rent at any time payable hereunder to persons,
firms, corporations, trusts or other entities designated by the County in a written notice to the
Tenant, and in any such case the Tenant shall pay the net rent, •subject to the terms of this
lease, to the County's designee at the address mentioned in any such notice for the period
covered by such assignment.
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28. Exoneration from Liability. The County shall not be liable for any personal
injury to the Tenant or to its officers, agents and employees, or to any other occupant of any
part of the leased property, irrespective of how such injury or damage may be caused, whether
from action of the elements or acts of negligence of the occupants of adjacent properties, or any
other persons; provided that nothing contained herein shall relieve the County of the
consequences of his own negligence.
29. Reimbursement of Expenses. The Tenant shall pay and indemnify the County
against all legal costs and charges, including counsel fees lawfully and reasonably incurred, in
obtaining possession of the leased premises after default of the Tenant or after the Tenant's
default in surrendering possession upon the expiration or earlier termination of the term of the
lease or enforcing any covenant of the Tenant herein contained. The Tenant further covenants
that in case the County shall be made party to any litigation commenced against the Tenant,
due to act or omission on the part of the Tenant alone, then the Tenant shall pay all expenses,
costs, and reasonable attorney's fees incurred by or imposed on the County in connection with
such litigation, and such expenses, costs, and attorney's fees shall be additional rent due on
the last day after services of notice of such payment or payments, together with interest at a
rate of 9% per annum from the date of payment, and shall be collected as any other rent
specifically reserved herein. Provided that this claim shall not be applicable where the County
shall be made a party by reason of any independent liability of the County caused by some act
or omission on the part of the County or resulting from any act or omission on the part of both.
Tenant and County.
30. Smoke Free Facility. Tenant acknowledges that County buildings are smoke-
free. Tenant shall ensure that employees, customers or invitees of the Tenant abide by the
County's ordinances,which prohibit smoking.
31. Weapons Prohibited. Tenant acknowledges that a County ordinance has been
approved by the Board of Commissioners that prohibits weapons in County facilities, except in
limited situations.Tenant will ensure that employees, customers or invitees of the Tenant abide
by the County's ordinance that prohibits weapons in the facility.
32 Notice by Registered or Certified Mail. Any notice under this lease must be in
writing and must be sent by registered or certified mail to the last address of the party to whom
the notice is to be given, as designated by such party in writing. The County hereby designates
its address as:
County of Orange
Attn: Director of Asset Management and Purchasing Services
131 West Margaret Lane; Suite 301
PO Box 8181
Hillsborough, NC 27278
The Tenant hereby designates his address as:
Mr. Brandon S. Lee
d!b/a Terra Dotta, LLC
105 Bentley Building
501 West Franklin Street
Chapel Hill, NC 27514
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33. Grammatical Usage. In construing this lease, feminine or neuter pronouns
shall be substituted for those masculine in form and vice versa, and plural terms shall be
substituted for singular and singular for plural in any place in which the context sorequires.
34. Entire Agreement. This lease contains the entire agreement between the
parties, and any executory agreement hereafter made shall be ineffective to change, modify, or
discharge it in whole or in part, unless such executory agreement is in writing and signed by
the party against whom enforcement of the change, modification or discharge is sought.
IN TESTIMONY WHEREOF, the e hereunto set their hands and seals the
day and year first above written.
C:OUNTY. ATTES,
B
-
Valerie P- Fousheet'liair i in a S. BA4r, ltleik to the Board
TEN NT: WITNESS-
cro
STATE OF NORTH CAROLINA
ORANGE COUNTY
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1, a Notary Public for said County and State, do hereby
certify that Donna S. Baker 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
Valerie P. Foushee, Chair, sealed with its official seal, and attested by herself as its Clerk.
Witness my hand and official seal, this the toOM' day of 2010.
4o*tablic
My Commission expires:
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
��`"J`��otary Public, do hereby certify that/ ovally
appeared before me this day and acknowledged the due execution of the foregoing Lease
Agreement.
WITNESS my hand and official seal this day 11!Ili,
Notary Public My commission expires: XATV pf