HomeMy WebLinkAboutAgenda - 02-19-2013 - 6aORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: February 19, 2013
Action Agenda
Item No. 6 -a
SUBJECT: Senior Care of Orange County, Inc. — Lease Agreement
DEPARTMENT: County Manager, County PUBLIC HEARING: (Y /N) Yes
Attorney
ATTACHMENT(S):
Resolution Approving Lease to Senior
Care of Orange County
Lease Agreement with Senior Care of
Orange County Together with
Insurance Certificate
INFORMATION CONTACT:
Janice Tyler, Aging, 919 - 968 -2071
John Roberts, County Attorney,
919- 245 -2318
Jeff Thompson, Asset Management
Services, 919 - 245 -2658
PURPOSE: To conduct a statutorily required public hearing and consider approval of a
resolution authorizing a lease agreement with Senior Care of Orange County, Inc. ( "SC of OC ").
BACKGROUND: SC of OC, Inc. administers adult day care services, known as the Florence G.
Soltys Program, designed for the welfare of maturing residents, particularly within central and
northern Orange, to maintain each participant's independence and capacity for self -care and to
promote his /her social, physical and emotional well- being, with the aim of preventing
inappropriate or premature institutionalization.
The Master Aging Plan (MAP) approved by the BOCC in March 2001 identified an adult day
health program as one of its top priorities. The BOCC approved the adult day health initiative
and set aside $40,000 for the planning and implementation of adult day health center, under the
guidance and direction of the Aging Department, in November 2001. From the beginning it was
agreed the initiative would be a community partnership and not an on -going County program.
The adult day health center opened its doors in March 2003.
The adult care facility from inception was co- located with the central Orange County Senior
Center in the Meadowlands office park. When the senior center moved into new space built
adjacent with the SportPlex, SC of OC, Inc. also moved within the overall capital project to
maintain coordination of senior services. Orange County has not had a formal lease agreement
with SC of OC, Inc. at either physical location.
SC of OC, Inc. occupies approximately 3,550 of rentable, conditioned square feet with a 750
square foot exterior secure patio. The current market lease for this space would fall between
$11 and $13 per square foot per year, with the tenant paying for its own utilities and janitorial,
resulting in an annual lease payment to the County of $39,048 - $46,152.
County Management and the County Attorney advise that a formal lease agreement with SC of
OC, Inc. needs to be approved by the BOCC to clarify its relationship to Orange County
government and distinguish its independence as a community -based private nonprofit. A term
lease payment of $1 is recommended in light of SC of OC, Inc.'s limited financial resources with
a written understanding that Orange County can re- evaluate the lease payment amount should
the nonprofit's economic circumstances change and /or the rental space discontinue public
purpose use. The lease is renewable for a period of five years.
FINANCIAL IMPACT: There is no financial impact associated with BOCC approval of the
resolution approving the lease agreement with SC of OC, Inc.
RECOMMENDATION(S): The Manager recommends the Board open the public hearing,
receive public comments, close the public hearing, approve and authorize the Chair to sign the
resolution authorizing the lease to Senior Care of Orange County, Inc., and ratify the signed
lease agreement.
RES- 2013 -013
ORANGE COUNTY BOARD OF COMMISSIONERS
RESOLUTION LEASING PROPERTY UP TO TEN YEARS
Whereas, Orange County owns the Adult Day Health Center located at the Central
Orange Senior Center, 103 Meadowlands Drive, Hillsborough, NC 27278, comprising
approximately 3,550 conditioned square feet and approximately 750 square feet of patio
space (the "Premises "); and
Whereas, Senior Care of Orange County, Incorporated, a North Carolina Nonprofit
Corporation, desires to lease the Premises; and
Whereas, Senior Care of Orange County, Incorporated provides valuable services to
the citizens and residents of Orange County valued at $3,846.00 per month and the
lease and any renewal will reflect an in -kind payment; and
Whereas, Senior Care of Orange County should maintain as the first priority for the
Adult Day Health Center the provision of services to Orange County residents; and
Whereas, North Carolina General Statute 160A -272 authorizes the lease of county -
owned properties for terms of up to ten years upon resolution of the Board of
Commissioners at a regular meeting after ten days' public notice; and
Whereas, in consideration of the valuable services provided to the citizens and
residents of Orange County by Senior Care of Orange County, Incorporated valued at
$3,846.00 per month, the Board of Commissioners of Orange County desires to lease
the Premises to Senior Care of Orange County, Incorporated, the required notice has
been published and the Board of Commissioners is convened at a regular meeting.
THEREFORE BE IT RESOLVED, that Board of County Commissioners hereby
approves the lease of the County property described above to Senior Care of Orange
County, Incorporated for a term of five years commencing February 1, 2013 with a
potential renewal term of five years, ratifies the signed lease, and directs the execution,
registration, and filing of all necessary instruments accordingly.
BE IT FURTHER RESOLVED, that Resolution 2012 -104 is hereby rescinded.
This the 19th Day of February 2013.
Barry Jacobs, Chair
Orange County Board of Commissioners
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STATE OF NORTH CAROLINA
COUNTY OF ORANGE LEASE
THIS LEASE, made and entered into as of the 1st day of December, 2012, by and between
Orange County, a political subdivision of the State of North Carolina, hereinafter referred to as
"County," and Senior Care of Orange County, Inc., a North Carolina Nonprofit Corporation,
hereinafter referred to as "Tenant," each of which may be referred to as "Party" or jointly as
"Parties."
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 the Adult Day Health Center
located at the Central Orange Senior Center 103 Meadowlands Drive, Hillsborough, NC 27278,
comprising approximately 3,550 conditioned square feet and approximately 750 square feet of
patio space (the "Leased Premisesil
2. Acceptance of Premises. The Tenant represents that the Leased Premises,
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 Premises 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 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 fee
title to the Leased 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 Leased Premises 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 February 1, 2013, and shall continue for a term of
five years ending on January 31, 2018, unless sooner terminated as herein provided.
(b) Tenant and County agree that the fair market lease rate for the Leased
Premises is $13.00 per square foot for the conditioned space for a total monthly lease value of
$3846.00. Tenant and County agree and acknowledge that the Tenant provides valuable
services to the residents of Orange County which services amount to an in -kind payment toward
that monthly lease value equaling $3846.00 per month.
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(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 $1.00 for
the five year lease term on or before the fifteenth day of the lease term. Tenant acknowledges
this rental rate is discounted in an effort to assist Tenant in providing a public benefit that being
adult day care and services and that any renewal of this Lease shall be subject to an increased
rental rate as determined by County. Tenant acknowledges that the Tenant's first priority for the
Adult Day Health Center is to provide services to Orange County residents.
(d) Upon mutual agreement this Lease may be renewed for one five -year term. The
Parties acknowledge that any such renewal may involve renegotiation of the rental rate reflected
in Paragraph 3(b) and utility payment reflected in Paragraph 13. Should either Party hereto
determine it is in its best interest not to renew this Lease such Party shall notify the other Party
in writing not less than nine (9) months prior to the expiration of the initial term of this Lease.
4. Holdover. If the Tenant shall remain in possession of the Leased Premises
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 holdover month -to -month tenancy Tenant shall pay
rent at the fair market rental value.
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 Leased Premises.
Tenant shall keep the Leased Premises 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.
Tenant shall additionally insure the Leased Premises, at its sole cost and expense,
against claims for personal injury or property damage under a food and/or beverage preparation
and/or distribution or other relevant liability insurance policy with appropriate limits for bodily
injury, sickness, or death. Such policy 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.
0. 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 Tenant will place and maintain in and about the Leased Premises
at appropriately designated places, such neat and appropriate signs advertising the Tenant as
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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 Premises caused by the erection, maintenance or removal of
such signs.
8. Repairs. The county shall maintain the roof and exterior walls of the Leased
Premises 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
Premises. The Tenant, at its sole expense, shall keep the Leased Premises 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 Premises. All repairs, replacements
and renewals shall be at least equal in quality of materials and workmanship to that originally
existing in the Leased Premises. 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 Premises. 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 reasonable attorneys' 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.
g. Improvements. No substantial alteration, addition or improvement to the
Leased Premises 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. Tenant
shall not remove or alter any vegetation on the exterior of the Leased Premises without the prior
written approval of County.
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 Premises,
through or under the Tenant. If any such mechanic's lien shall at any time be filed against the
Leased Premises, 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 fall to cause such lien to be discharged within such
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30 da y 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
b yprocuring 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,
, or
express implied, b inference or otherwise, to any contractor, subcontractor, laborer or
p p y
materialmen for the performance of any labor or the furnishing of any materials for any property
or as g iving the Tenant the right, power of authority to contract for or permit the rendering of
an y 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 Premises.
11. Tenant's warrant of Non - Disturbance. Tenant hereby expressly covenants
and agrees that the Tenant shall be responsible for controlling the noise level emanating from
g responsible for and a for the
the Tenants use of the Leased Premises. Tenant shall be pay
installation of any special padding for other noise suppression devices that may be required for
control of the level of sound emanating from the Leased Premises.
12. Tenant's obli ation to Comply with App livable 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
Premises, the fixtures, and equipment therein, and the sidewalks and curbs adjoining the
Leased Premises. 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 Premises.
13, Utilities. County currently pays approximately .$8,460 annually for utilities
(electricity, gas, and water) and $564 for grounds .care. Tenant and County agree and
acknowledge that the Tenant provides valuable services to the residents of Orange County
which services amount to an in -kind payment toward the costs of utilities and grounds care
equaling $752.00 per month.
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 Premises 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 Premises 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 Premises 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
an y renewal or extension thereof remove from the leased property all materials, equipment, and
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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 Extra - hazardous Use - Enforcement Against
Subtenants. The Tenant may use and occupy the Leased Premises for adult day care and
office uses and for no other purpose without the prior written consent of County. Tenant shall
not use or occupy nor permit the Leased Premises or any part thereof to be used or occupied
for any unlawful business, use or purpose, nor for any business, use , or purpose deemed
extra - hazardous, 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 extra - hazardous 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 extra- hazardous 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 Riqht 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 1, for 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 (3.0) days granted to Tenant to cure
any default 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 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 Tenant's 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 Leased Premises to the County, and the County, upon or at any time after such
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expiration or termination, County may, without further notice, reenter the Leased Premises 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 Premises
and the right to receive all rental income therefrom.
(c) At any time after such expiration, the County may re -let the Leased Premises
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.
(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 Premises or any part any part thereof shall have been re -let, the Tenant shall pay to the
Count y 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 Premises for the remaining term
of the lease, after deducting all the county's reasonable expenses in connection with such re-
letting, including, without limitation, all repossession costs, brokerage Commissions, legal
expenses, reasonable attorney's fees, alteration costs, and expenses of preparation for such re-
letting.
(b) The net proceeds of any re- letting effected pursuant to the
provisions of paragraph d, of this article, after deducting all the County's reasonable expenses
in connection with such re- letting, including, without limitation, all repossession costs,
brokers g a commissions, legal. expenses, reasonable attorney's fees, alteration costs, and
expenses of preparation for such re- letting.
(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 Premises 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 Premises 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.
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(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 Pro ert . 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 Premises, 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 Premises. 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
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. Count 's Right to Receiver u on 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 Premises, 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 Premises, 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 Ri ghts 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 Paragraph 17(a)2, or without notice if any emergency exists,
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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 Premises 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.
(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 Premises 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 Paragraph 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 E . The County or its agent shall with twenty -four (24) hours
notice have the right to enter the Leased Premises 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 Premises 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 Premises 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 Premises 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
Page 8 of 12
12
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 Premises 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 Premises. 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 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 Premises. 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 Premises, provided that if the
Leased Premises shall be unreasonably unoccupiable for a continuous period of more than five
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 Premises.
24. Destruction by Fire or other Casual. 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 Premises, or such portion thereof
as will make the Leased Premises 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.
25. Assigument of Lease. The Tenant shall not assign, mortgage, or encumber
this lease, nor sublet or permit the Leased Premises or any part thereof to be used by others,
save and except direct clients of Tenant with whom Tenant has contractual agreements, without
the prior written consent of the County in each instance. If this lease is assigned, or if the
Leased Premises or any part thereof, is sublet, or occupied by anybody other than the Tenant
except as stated above, 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
Page 9 of 12
13
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.
28. Exoneration from Liab li . 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
Y
part of the Leased Premises, 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. The Tenant agrees to defend, indemnify
and hold harmless the County from all loss, liability, claims or expense, including attorney's
fees, arising out of or related to the Tenant's lease, use, sublease, or occupation of the facility
and arising from bodily injury including death or property damage to any person or persons
caused in whole or in part by the negligence or misconduct of the Tenant except to the extent
same are caused by the negligence or willful misconduct of the County. It is the intent of this
provision to require the Tenant to indemnify the County to the fullest extent permitted under
North Carolina law.
29. Reimbursement of Ex enses. The Tenant shall pay and indemnify the County
against all legal costs and charges, including counsel fees lawfully and reasonably incurred, in
g g
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 -owned 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.
Page 10 of 12
32 Notice by Registered or Certified Nail. 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: County Manager
200 South Cameron Street
PO Box 8181
Hillsborough, NC 27278
The Tenant hereby designates its address as:
Senior Care of orange county, Inc.
Attn : Executive Director
103 Meadowlands Drive
Hillsborough, NC 27278
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 an 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 parties have hereunto set their hands and seals the
day and year first above written.
[SIGNATURE PAGE TO FOLLOW]
Page 11 of 12
14
15
0
an
TENANT:
Senior Care of orange County, Inc.
7'r j C- �--
STATE OF NORTH CAROLINA
ORANGE COUNTY
ATTEST:
Donna S. Baker, Clerk to the Board
WITNESS:
I a Notary ublic for said Count and State do her
ry y hereby
certify that onna 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
Bernadette Pelissier, Chair, sealed with its official seal, and attested by herself as its Clerk.
Witness my hand and official seal, this the day of , 2012
My Commission expires: / 6 '°
Notary Pubfc
r
m�C
� Cie
1 t
STATE OF NORTH CAROLINA
COUNTY OF ORANGE 'f��� � cz-
a Notary Public do hereby = a ' +.
y , e eby certify that � ��,� � �.- �' , personally
appeared before me this day and acknowledged the due executioh of the foregoing Lease
Agreement.
WITNESS my hand and official seal this the day of �-
_.
Notary Public
I
My commission expires:
p
awl
Page 12 of 12
Client #: 955852
04SENIOCARI
16
ACORDTM C OF LIABILITY INSURANCE
DATE (MMIDDIYYYY)
01/24/2013
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
BB &T Insurance Services, Inc.
NAME:
PHONE 888 743 -2217 1FAx 8 888279861
AIC, No Ext : A/C, No :
414 Gallimore Dairy Road
Suite F
E -MAIL.
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC #
Greensboro, NC 27409
INSURERA: Evanston Insurance Company
35378
INSURED
Senior Care of Orange County
PO Box 8181
Attn Day Health Center
Hillsborough, NC 27278 -8181
INSURER B :
INSURER C
INSURER D
INSURER E:
INSURER F
$501_000
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDL
INSR
SUB
WVD
POLICY NUMBER
POLICY EFF
MMIDDIYY YY
POLICY EXP
MMIDD
LIMITS
A
GENERAL LIABILITY
SM888119
7/1312012
07/13/2013
EACH OCCURRENCE
$ 000 000
X COMMERCIAL GENERAL LIABILITY
PRM15�S Ea occur ence
$501_000
MED EXP Any one person)
$ 000
::X1 CLAIMS -MADE 1:1 OCCUR
PERSONAL & ADV INJURY
$15000,000
X BI /PD Ded:5,000
GENERAL AGGREGATE
$ 3,000,000
PRODUCTS �- COMP /OP AGG
$
GEN'L AGGREGATE LIMIT APPLIES PER:
$
F-1 POLICY PRO- LOC
JECT
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
Ea accident
BODILY INJURY (Per person)
$
ANY AUTO
BODILY INJURY (Per accident)
$
ALL OWNED SCHEDULED
AUTOS AUTOS
NON -OWNED
HIRED AUTOS AUTOS
OP RT DAMAGE
PROPERTY accident)
$
$
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE
$
AGGREGATE
$
EXCESS LIAB
CLAIMS -MADE
DE❑ I I RETENTION $
$
WORKERS COMPENSATION
WC STATU- 1OTH-
TORY LIMITS
AND EMPLOYERS' LIABILITY Y N
ANY PROPRIETORIPARTNERIEXECUTIVE
OFFICERIMEMBER EXCLUDED? ❑
N/A
E.L. EACH ACCIDENT
$
E.L. DISEASE - EA EMPLOYEE
$
(Mandatory in NH)
E.L: DISEASE -� POLICY LIMIT
$
..If yes, describe under
DESCRIPTION OF OPERATIONS below
A
Error & Omissions
SM888119
7113/2012
07/131201
Limit 1: $1,000,000
Limit 2: $3,0003000
Deductible: $5,000
DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
Professional Liability Limit #1: 1,000,000 Ded. #1: $5,000.00
Limit #2: 3,000,000
Food and Beverages consumed on insured's premises are covered under the operations coverage of the General
Liability policy.
CERTIFICATE HULUEK IorANULLLA I IVIV
Senior Care of Orange County
PO Box 8181
Attn: Day Health Center
Hillsborough, NC 27278-8181
ACORD 25 (2010105) 1 of 1
#S9861295/M9861250
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
I;S wwa 4. *104o ft.
1988 -2010 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
JUSC
17
This page has been left blank intentionally.
POLICY NUMBER:
COMMERCIAL GENERAL LIABILITY
CG 24 07 01 96
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRODUCTS/COMPLETED OPERATIONS HAZARD
REDEFINED
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Description of Premises and operations:
w
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations
as applicable to this endorsement.)
With respect to "bodily injury" or "property damage"
arising out of "your products" manufactured, sold,
handled or distributed:
1. On, from or in connection with the use of any
premises described in the Schedule, or
2. In connection with the conduct of any operation
described in the Schedule, when conducted by
you or on your behalf,
Paragraph a. of the definition of "Products - completed
operations hazard" in the DEFINITIONS Section is
replaced by the following:
"Products - completed operations hazard ":
a. Includes all "bodily injury" and "property dam-
age" that arises out of "your products" if the
"bodily injury" or "property damage" occurs af-
ter you have relinquished possession of those
products.
CG 24 07 01 96 Copyright, Insurance Services office, Inc., 1994 Page 'I of 1 13
Jan. 29. 2013 12:22PM TYSON INS No. 0608 P. 1
(10 ID, CE
DATE MN�
CERTIFICATE OF LIABILITY INSURANCE
41129/13
HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
ERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW_ THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING 1NSURERR(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT; If the certificate holder Is an ADDITIONAL INSURED, the poligy(Ies) mint be endorsed. If SUBROGATION IS WAIVED, subject' to
the terms and condltlans of the vIi �
policy, certain policies may require an endorsement A statement on this GeErtificate does not confer ilghts to jhe
certificate holder in lieu of such endoErsemen s .
PRODUCER �'�„�►�, CGN A T
Tyson Insurance Services, Inc. NAME: - - I
3814 -A North Duke Street A/C N F
P. O. Box 15734 E -MAIL Auc Nn
Durham, NC 27704- ADDR.ESSW
C rmOn C. EIIYa T uMER I *• NANTCAF
INSURED Nantucket Cafe, Inc.
P. C. Box 2655
Chapel Hill, NC 27515
INSUREdR(SI AFFORDING COVERAGE
1111SURER A ! The Harford Mutual Ins- Co.
INSURERS :First Benefits Insurance Co.
INSUAF.R : Travelers Propertqqasualty
INSURER D
INSURER E:
INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
TWIS IS TQ CERTIFY THAT THE PdLICIES OF INSURANGE LISTED BELOW HAVE BEEN IS�SLiED TO THE INSUR
INDICATED. NOTyW1THSTANp1NG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER
CERTIFICATE MAY SE ]$SUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBE
OCCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
IN R TYPI~ OF INSIJIRANCE POLICY NUMBER MOLICY EF POLICY
GENERAL LIABII�I"('Y
A X COMMERCIAL GENERAL LIABILITY 8136767 07104112 07/04/13
C►IMS^MADE OCCUR
GEN'G AGGREGATE [ IMIT APPLIES PFR;
Pi3LlG"Y PR11r- LOG
AUTOMOBILE LIABILITY
C X ANY AUTO BA- 4C67080$- 12-BEL
ALL OWNED AUTOS
SC14EDULED AUTOS
X HIRED AUTOS
X NQN•OWNED AUTO$
UMBRELLA LIAB X OCCUR
EXCESS UAD IX CLAIMS -MADE
A 7958244
DEDUCTIBLE
RETENTION $
WORKEM COMPENSATION
AND EMPLQYEW UAWLITY
B ANY PRQPRrETOPJPARTNER1E ECUTIVE YIN WC -64,x,1 -2012
OFFICE IMEMBER F,.XCLUDEDI N/A
(Mandabory In NH)
If d RIIPTION of OPERATIONS below
11119/12 1 11/19/13
J
07i04112 I 07/04i13
08141/12 1 061411'13
[?E.3CdRIPTION OF OPERATIONS 1 LOCATION 91 VLWIGLES (Attsch AQOFkD 10 IT Add igonal Remarks Schedule, If more spaCa It required)
CERTIFICATE HOLDER CANCELLATION
SENICEN
Senior Center of Orange County
fax # 91 9- 245-2018
Attn: Alvonra Baldwin
103 meadewl,ands Dr. AUTHORIZED REPRESENTA
Hillsborough, INC 27278 Carrnon C. Ellis
0 1958 -2449 ACCRD CORPORATION. All rights reserved.
The AGORD name and logo are registered mark* of ACCRD
►ICs
ED NAMED ABOVE FOR THE POLICY PERIOD
DOCUMENT NTH RESPECT TO WHICH THIS
D HEREIN IS SUBJECT TO ALL THE TERMS,
LIMITS
EACH OCCURRENCE 10000,00
PREMI E Ea p reen S 500,0oo
IVIED FXP (Any one par$Qn) S 51O0
PERSONAL & A0V INJURY S 1 1000,00
CENE AL AGGREGATE 2,400,00
PRODUCTS - COMPIOP AGO S 111000,00
S
COU15INED SINGLE LIMIT 1,004 B0
(Ea accld8n�j �° �
BODILY INJURY (Per person) $
BODILY INJURY (Per awlden� $
PROPERTY DAMAGE S
(Per accddont)
S
S
EACH OCCURRENCE 10040200
AGGREGATE
S
WC STATU- IETR-- EACH ACCIDENT 1)0D0x00
E. L. DISEASE - EA EMPLOYEE S 1100010
E.I.. DISEASE- POLICY LIMIT S 11000poo
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIFtA -nQN DATE THEREOF, NOTICE VALL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
ACORD 25 (2049109)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIFtA -nQN DATE THEREOF, NOTICE VALL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
ACORD 25 (2049109)
20
Policy No. SM- 888119 Prev. m
EV N 1'! S l � 1"SURANCE 1 � i Prod. No. CN200 889
NfARKEL F
DECLARATIONS — SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY
INSURANCE — CLAIMS MADE COVERAGE
SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY (INCLUDING
PRODUCTS AND COMPLETED OPERATIONS LIABILITY) INSURANCE -
CLAIMS MADE COVERAGE
Claims Made Coverage: The coverage afforded by this policy is limited to liability for only those Claims
that are first made against the Insured during the Policy Period or the Extended Reporting Period, if
exercised.
Notice: This is a duty to defend policy. Additionally, this policy contains provisions that reduce the limits of
liability stated in the policy by the costs of legal defense and permit legal defense costs to be applied against
the deductible, unless the policy is amended by endorsement. Please read the policy carefully.
1. NAMED INSURED: SENIOR CARE OF ORANGE COUNTY, INC.
2. BUSINESS ADDRESS:
105 MEADOWLAND DRIVE
HILLSBOROUGH, NC 27278
3. POLICY PERIOD: From July 13, 2012 to July 13, 2013
12:01 A.M. Standard Time at address of Insured stated above
4. PROFESSIONAL SERVICES:
Adult Day Care
5. SPECIFIED PRODUCTS, GOODS, OPERATIONS AND PREMISES COVERED:
Adult Day Care; all related premises and operations of the Insured
0. LIMITS OF LIABILITY:
I, For Professional Liability:
A. Each Claim: $ 11000,000
B. Aggregate: $ 330007000
II. For General Liability:
A. For Coverage A. (Bodily Injury and Property Damage Liability):
(i) Each Occurrence: $ 11000,000
(ii) Damage to Premises --Any One Premises: $ 501000
B. For Coverage B. (Personal Injury and Advertising Injury Liability):
(i) Each Person or Organization: $ 110003000
C. For Coverage C. (Medical Payments):
(i) Each Injured Person: $ 57000
D. Aggregate — All Coverages: $ 310001000
Page 1
Policy No. SM- 888119
7. DEDUCTIBLE:
1. For Professional Liability:
A. Each Claim. $ 51000
11. For General Liability:
A. For Coverage A. (Bodily Injury and Property Damage Liability):
Each Occurrence: $ 51000
B. For Coverage B. (Personal Injury and Advertising Injury Liability):
Each Person or Organization: $ 5,000
8. RETROACTIVE DATE:
1. For Professional Liability: July 13, 2005
11. For General Liability: July 13, 2005
9. RATE: Flat
PREMIUM BASE: Flat
10. PREMIUM FOR POLICY PERIOD:
Minimum $ 41500.00
Deposit $ 4,500.00
1 1 . PREMIUM FOR EXTENDED REPORTING PERIOD:
150% for 12 months; 175% for 24 months; or 200% for 36 months
12. The Insured is not a proprietor, superintendent, executive officer, director, partner, trustee or
employee of any hospital, sanitarium, clinic with bed - and -board facilities, laboratory, or any
business enterprise not named in Item 1. hereinabove, except as follows:
None
13. ENDORSEMENTS ATTACHED AT POLICY INCEPTION:
1, EIC 4115-01 25% Minimum Earned Premium Endorsement
2. EIC 832 -01 Asbestos Exclusion
3. ZZ- 44002 -01 Mold Exclusion
4. MEIL 5229 09 10 Longer Duration Extended Reporting Period Availability
5. EIC 4638 -02 Certified Acts of Terrorism Endorsement
6. MEIL 5410 02 12 Amendment of Definitions and Exclusions - Electronic Data and Distribution of
Material in Violation of Statutes
7. MEIL 1313 02 12 Amendment of Definitions and Exclusions - Electronic Data and Distribution of
Material in Violation of Statutes
8. MESM 2034 04 11 DataBreach Coverage Parts Endorsement
9. EIC 4661 Additional Insured Endorsement for Landlords, Sponsors or Lessors
2nmv nlpl�h`n (�Il.�ucu'�-5`�la�'RI
Page 2
21
A5- DO 0 7c' 0,' -,
22 1
N o P, T T-T C A R. 0 1, TN C.A gement Pools
AssocixrioN. ()F COUNTY COMMISSIONERS Liability and Propert�t
MOMMUMORM loll
41,
Participant SENIOR CARE OF ORANGE CO. INC
Address 105 MEADOWLAND DRIVE
HILLSBOROUGH, NC 27278
Contract number LP-SE-52512
Contract Period July 1, 2012 to July 1, 2013
Effective Time 12:01 A.M., Eastern Daylight Time
Pool Sponsored by North Carolina Association of County Commissioners
215 North Dawson Street
Raleigh, North Carolina 27602
Pool Adminstered by North Carolina Association of County Commissioners
215 North Dawson Street
Raleigh, North Carolina 27602
Claims Administrator Sedgwick Claims Management Services, Inc.
5260 Parkway Plaza Boulevard, Suite 190
Charlotte, North Carolina 28217
NCACC RMP General Declarations Page
Edition 7/112012 Issued
7/2/2012
23
NO R. T 1 -1 C A R 0 1, T N A NCACC Risk Management Fools
Liabilft f ��nd P*��e�t�� Asso iAno OF COUNTY CC MIMISSIO ERS
SECTION I
PROPERTY & INLAND MARINE COVERAGE
CONTRACT DECLARATIONS
Participant SENIOR DARE OF GRANGE CO. INC
Contract Number LP- SE- 525 -12
Contract Period July 1, 2012 to July 1, 2013
Effective Time 12:01 A.M., Eastern Daylight Time
SCHEDULE OF PROPERTY AND INLAND MARINE LIMITS
The following conditions apply to certain property and inland marine:
Any building over 1,000,000 in value and over fifty (50 ) years Old requires an appraisal if
replacement cost is to apply. otherwise, coverage shall be made on an actual cash value basis.
With regard to Law Enforcement Dogs & Horses values must be declared for coverage to apply.
If a new exposure is acquired by the Participant/Member during the year, such new exposure
must be reported for coverage to apply. This applies to exposures for which a limit is not already
shown on this Property and Inland Marine Contract Declarations page of automatically covered in the
Property Coverage document.
Any single item of Fine Arts valued over $250,000 must be scheduled and have a recent appraisal.
NCACC RMP Property and Inland Marine Declarations Page
Edition 7/1/2012
1
Issued
7/2/2012
24
Coverage Extensions
The following Sub limits apply on a per occurrence basis, unless otherwise stated. Any
Sub limit shown as an annual aggregate applies per occurrence and to all losses for that
peril /coverage in the aggregate during the contract term.
Shared Reinsurance Limits:
Earthquake: $5,000,000 limit per Occurrence subject to a $5,000,000 annual aggregate with a Shared
Reinsurance Limit with other members of CRL, Inc. of $300,000,000 annual aggregate.
Flood Coverage (Zones A and V) - $1,000,000 limit per Occurrence with a $1,000,000 annual aggregate
with a Shared Reinsurance Limit with other members of CRL, Inc. of a $20,000,000 annual aggregate.
Flood Coverage (Zones other than A and V) - $5,000,000 limit per Occurrence with a $5,000,000 annual
aggregate with a Shared Reinsurance Limit with other members of CRL, Inc. of $200,000,000
annual aggregate.
NAMED STORM including storm surge - $50,000,000 limit per member of the Pool with a
with a limitation of $200,000,000 for all locations combined within Tier one and Tier Two
and with a Shared Reinsurance Limit with other members of CRL, Inc. of a maximum of
$300,000,000 for all other locations.
NCACC RMP Property and Inland Marine - Declarations Page
Edition 7/1/2012
2
Issued
71212012
25
N o R. _T 1 C A R 0 L T N A NCACC Risk Managernent Pools
AssOCIATION OF COUNTY COMMISSIONERS Liability and Property-
SECTION III
BUSINESS AUTOMOBILE COVERAGE
CONTRACT DECLARATIONS
Participant SENIOR CARE OF ORANGE CO. INC
Contract Number LP -SE- 525 -12
Contract Period July 1, 2012 to July 1, 2013
Effective Time 12:01 A.M., Eastern Daylight Time
SCHEDULE OF COVERAGES AND COVERED AUTOMOBILES
COVERAGE
COVERED AUTOMOBILES
LIMIT per accident)
Automobile Liability
Anv Covered Automobile
$2,0005000
Out of State No -Fault
Any Covered Automobile
State Law Minimum
Comprehensive and Collision
Automobiles shown on schedule
Actual Cash Value of Vehicle
of Vehicles to include Automobile
unless otherwise indicated
Physical Damage covera e
Comprehensive and Collision
Fire Trucks, Ambulances and other
$0
Specialized Vehicles where a
Replacment Cost Value is shown
on the Schedule of Vehicles
NCACC RMP Business Automobile Declarations Page Issued
Edition 7/1/2012 7/2/2012
ael
NO R. T TJ C A R 0 L I N A. NCACC Risk Management Pools
AsSOCIATION OF COUNTY COMMISSIONERS Liability and ProperLy
SECTION IV
CRIME COVERAGE
CONTRACT DECLARATIONS
Participant SENIOR CARE OF ORANGE CO. INC
Contract Number LP-SE-525-12
Contract Period July 1, 2012 to July 1, 2013
Effective Time 12:01 A.M., Eastern Daylight Time
NCACC RMP Crime Declarations Page Issued
Edition 71112012 71212012
27
N 0- R. T H C A R 0 1, T N A NCACC Risk Management Pools
Assoc.iATioN OF COUNTYCOMMISSIONERS Liability and Property
SECTION V
PUBLIC OFFICIALS LIABILITY
CONTRACT DECLARATIONS
Participant SENIOR CARE OF ORANGE CO. INC
Contract Number LP-SE-525-12
Contract Period July 1, 2012 to July 1, 2013
Effective Time 12:01 A.M., Eastern Daylight Time
NCACC RMP Public Officials Liability Declarations Page Issued
Edition 7/1/2012 712/2012
also]
SECTION - N --.-0-. R T I -- I A R 0 1, T N A NCACC Risk Management.Pools
Ass(-)(-1J,kTjoN,, OF COUNTY COMMISSIONERS Liability an-d Property
EMPLOYMENT LIABILITY
CONTRACT DECLARATIONS
Participant SENIOR CARE OF ORANGE CO. INC
Contract Number LP-SE-525-12
Contract Period July 1, 2012 to July 1, 2013
Effective Time 12:01 A.M., Eastern Daylight Time
NCACC RMP Employment Practices Liability Declarations Page Issued
Edition 7/1/2012 7/2/2012
29
NO R. T IT C A R 0 L I -NT A A. Risk Management Pools
AssociATioN, OF COUNTY CO-NIMISS'IONERS Liability and Property
I
FNVIRONMENTAL IMPAIRMENT LIABILITY COVERAGE
CONTRACT DECLARATIONS
Participant SENIOR CARE OF ORANGE CO. INC
Contract Number LP-SE-525-12
Contract Period July 1, 2012 to July 1, 2013
Effective Time 12:01 A.M., Eastern Daylight Time
Amount of Coverage $50,000 aggregate for the entire Contract Period.
See Section B (Limit of Liability)
Pool Sponsored by North Carolina Association of County Commissioners
215 North Dawson Street
Raleigh, North Carolina 27602
Pool Adminstered by North Carolina Association of County Commissioners
215 North Dawson Street
Raleigh, North Carolina 27602
Claims Administrator Sedgwick Claims Management Services, . Inc.
c.
5260 Parkway Plaza Boulevard, Suite 190
Charlotte, North Carolina 28217
NCACC RMP Environmental Impairment Liability Declarations Page Issued
Edition 7/1/2012 7/2/2012