HomeMy WebLinkAboutAgenda - 06-18-2013 - 5s 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: June 18, 2013
Action Agenda
Item No. 5-s
SUBJECT: Approval of Lease Agreement with Habitat for Humanity for a Rogers Road
Community Center
DEPARTMENT: County Manager PUBLIC HEARING: (Y/N) No
ATTACHMENT(S): INFORMATION CONTACT:
1) Area Locator John Roberts,245-2318
2) April 9, 2013 BOCC Meeting Agenda Michael Talbert, 245-2308
Abstract - Rogers Road Community
Center Schematic Design Review
3) Lease Agreement with Habitat for
Humanity, Orange County NC,
Incorporated
PURPOSE: To approve a Lease Agreement with Habitat for Humanity for two tracts of land in
the Phoenix Place subdivision for the construction of a Rogers Road Community Center.
BACKGROUND: On January 24, 2013 the BOCC authorized Orange County staff to move
forward with the development and construction of the Rogers Road Community Center located
on two lots within the Phoenix Place neighborhood owned by Habitat for Humanity. The site is
depicted on Attachment 1, "Area Locator'. Habitat will lease the site to Orange County for an
initial term of twenty (20) years with the optional renewal for up to four (4) twenty (20) year
terms. The County will pay Habitat $1 per year as rental for the premises. Attachment 3 is the
proposed Lease Agreement between Orange County and Habitat for Humanity.
The County engaged Perkins + Will Architects as the designer for the project. Perkins + Will is
performing these professional services for the County on a Pro Bono basis. Joe Wagner and
Patric LeBeau, representing Perkins + Will, presented the project renderings to the Board on
April 9, 2013 (see Attachment 2). The Board approved the schematic design and authorized
the Manager to award a bid for construction and any unforeseen conditions change orders for
the Community Center in an amount not-to-exceed the approved budget of$650,000.
The original plan was to present the Board with an Operations Agreement between Orange
County and the Rogers Eubanks Neighborhood Association ("RENA") to be executed prior to
any construction bid award or actual construction activity. The details of the Operations
Agreement have not yet been finalized and are planned to be presented to the Board at a Work
Session in the fall of 2013. Proceeding with bidding and construction of the Community Center
will enable the facility to be completed and occupied no later than the spring of 2014. An
Operations Agreement between Orange County and the Rogers Eubanks Neighborhood
Association ("RENA") would be completed and executed prior to occupancy of the facility.
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FINANCIAL IMPACT: There is no financial impact to the County for the Board to approve a
Lease Agreement with Habitat for Humanity for two tracts of land in the Phoenix Place
subdivision for the construction of a Rogers Road Community Center.
RECOMMENDATION(S): The Manager recommends that the Board approve the Lease
Agreement with Habitat for Humanity for two tracts of land in the Phoenix Place subdivision and
authorize the Manager to execute Agreement.
Attachment 1 : Area Locator 3
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ATTACHMENT 2
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: April 9, 2013
Action Agenda
Item No. 7-a
SUBJECT: Rogers Road Community Center Schematic Design Review
DEPARTMENT: County Manager, Asset PUBLIC HEARING: (Y/N) No
Management Services
ATTACHMENT(S): INFORMATION CONTACT:
1) Area Locator Frank Clifton, (919) 245-2306
2) Architectural Schematic Design Michael Talbert, (919) 245-2308
Renderings Jeff Thompson, (919) 245-2658
PURPOSE: To:
1. Review and comment on the schematic design of the Rogers Road Community Center
and authorize staff and consultant to move forward with construction document
preparation and construction bid process;
2. Authorize the Manager to award a bid for construction and any unforeseen conditions
change orders for the Rogers Road Community Center in an amount not-to-exceed the
Board appropriated amount of $650,000 approved within the FY2012-13 Capital
Investment Plan in the event that the bid award occurs during the summer break. This
bid award and subsequent construction start would be contingent upon the execution of
a Lease Agreement between Orange County and Habitat for Humanity, as well as the
execution of an Operating Agreement between Orange County and the Rogers Eubanks
Community Association ("RENA"); and
3. Authorize the Chair to send a letter to the Town of Chapel Hill requesting that the Town
expedite the site plan review, permitting and other associated processes for the project
as well as waive all associated Town fees related to those processes.
BACKGROUND: On January 24, 2013 the BOCC authorized Orange County staff to move
forward with the development and construction of the Rogers Road Community Center located
on two lots within the Phoenix Place neighborhood owned by Habitat for Humanity ("Habitat").
This site is depicted on Attachment 1, "Area Locator". Habitat will lease the site to Orange
County for a term of approximately 25 years with $1 per year lease payments as consideration.
The lease between Orange County and Habitat is forthcoming, as well a facility Operating
Agreement between Orange County and the Rogers Eubanks Neighborhood Association
("RENA"). Both Agreements will be executed prior to any construction bid award or actual
construction activity.
The County has engaged Perkins + Will Architects as the designer for the project. Perkins +
Will is performing these professional services for the County on a Pro Bono basis. Joe Wagner
and Patric LeBeau represent Perkins + Will in this project and will present the project
renderings to the Board.
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Should the BOCC approve the schematic design renderings and principles, the following
timeline represents the delivery of the overall project:
TASK PROPOSED END BY
BEGINNING DATE
DATE
BOCC Action: Schematic Space Plan Approval 4/9/13 4/9/13
Execution of the Habitat Lease Agreement and RENA Operating ongoing 5/31/13
Agreement
Construction Document Design, Bid, Bid Award 4/10/13 6/18/13
Construction 6 month schedule), Opening 7/1/13 12/31/13
Staff hopes to have the construction bid award presented to the BOCC for approval prior to the
summer break. However, should the process be completed after the June 18, 2013 regular
meeting for such an authorization, staff requests that the BOCC authorize the Manager to
award the bid and any subsequent unforeseen conditions change orders not-to-exceed the
$650,000 capital project budget.
FINANCIAL IMPACT: The BOCC has approved $650,000 for this project as part of the
FY2012-13 Capital Investment Plan. Revenues and Estimated Expenses for this project are as
follows:
Rogers Road Community Center— Capital Project#10054
Revenues for this project:
FY2012-13 Amendment FY 2012-13
Revised
Total Project Revenues 1 $500,000 1 $150,000 1 $650,000
Appropriated for this project:
FY2012-13 Amendment FY 2012-13
Revised
Professional 10,000 0 10,000
Arch./Engineering
Construction 640,000 0 1 640,000
Total Project Appropriation 1 $650,000 0 1 $650,000
RECOMMENDATION(S): The Manager recommends that the Board:
1. Review and comment on the schematic design of the Rogers Road Community Center
and authorize staff and consultant to move forward with construction document
preparation and construction bid process;
2. Authorize the Manager to award a bid for construction and any unforeseen conditions
change orders for the Rogers Road Community Center in an amount not-to-exceed the
Board appropriated amount of $650,000 approved within the FY12-13 Capital Investment
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Plan in the event that the bid award occurs during the summer break. This bid award
and subsequent construction start would be contingent upon the execution of a Lease
Agreement between Orange County and Habitat for Humanity, as well as the execution
of an Operating Agreement between Orange County and the Rogers Eubanks
Community Association ("RENA"); and
3. Authorize the Chair to send a letter to the Town of Chapel Hill requesting that the Town
expedite the site plan review, permitting and other associated processes for the project
as well as waive all associated Town fees related to those processes.
Bubdi n f ou4 7
STATE OF NORTH CAROLINA
LEASE AGREEMENT
COUNTY OF ORANGE
THIS LEASE AGREEMENT ("Lease"), made and entered into as of the last date set
forth in the notary acknowledgments below (the "Effective Date"), by and between HABITAT
FOR HUMANITY, ORANGE COUNTY, N.C., INC., a nonprofit corporation registered in
North Carolina, hereinafter referred to as "Lessor" and ORANGE COUNTY, a political
subdivision of the State of North Carolina, hereinafter referred to as "Lessee." Lessor and Lessee
are at times collectively referred to hereinafter as the"Parties" or individually as the"Party."
WITNESSETH:
WHEREAS, the board of directors of Habitat for Humanity, Orange County NC,
Incorporated ("Habitat") has authorized and approved the execution of this Lease for the
purposes herein specified; and
WHEREAS, the execution of this Lease for and on behalf of Lessor has been duly
approved by Habitat at a meeting held in the City of North Carolina, on the day of
, 2013; and
WHEREAS, the Parties have mutually agreed to the terms of this Lease as hereinafter set
forth.
NOW, THEREFORE, in consideration of the Premises, as described herein, and the
promises and covenants contained in the terms and conditions hereinafter set forth, Lessor does
hereby rent, lease and demise unto Lessee, for and during the term and under the terms and
conditions hereinafter set forth, that certain Premises, with all rights, privileges and
appurtenances thereto belonging.
THE TERMS AND CONDITIONS OF THIS LEASE ARE AS FOLLOWS:
1. Premises. The "Premises" shall consist of that certain parcel or tract of land lying and
being in the Township, Orange County, North Carolina, containing acres,
more or less, being more particularly shown and described on Exhibit A, attached hereto and
incorporated herein by this reference and having PINs and
2. Term. The term of this Lease shall commence on the Effective Date, and unless sooner
terminated, extended, or renewed as provided herein, shall expire on the twentieth (20th)
anniversary of the Effective Date at 2400 hours (the "Term").
3. Rent. Lessee shall pay to Lessor as rental for the Premises the sum of ONE DOLLAR
($1.00) for the Term.
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4. Condition of Premises. Lessor agrees to deliver the Premises to Lessee in its present
condition. Except as otherwise expressly provided herein, Lessee acknowledges that the
Premises is being delivered "as is", that Lessee has performed preliminary investigations and
reviews and has concluded on its own judgment that the Premises are suitable for the purposes
intended, without any representations or warranties of any kind (including, without limitation,
any express or implied warranties of merchantability, fitness or habitability) from Lessor or any
agent of Lessor. Lessees's entry into possession shall constitute conclusive evidence that as of
the date thereof the Premises were in good order and satisfactory condition. Lessee further
acknowledges that this Lease is subordinate to all existing easements and rights of way
encumbering the Premises, including any easements benefiting adjacent land owned by Lessor.
5. Use of Premises and Leasehold Improvements. The Premises shall be used by Lessee for
the construction, maintenance and operation of a public community and recreation facility
together with other accessories and appurtenances related thereto, as said facility is more
particularly described in Exhibit B attached hereto and incorporated herein by this reference
(said facility and all fixtures, accessories and appurtenances constructed or installed on the
Premises in connection therewith are collectively referred to herein as the "Leasehold
Improvements"). If Lessee ceases to use the Premises for the purposes herein described or
makes other uses of the Premises without the express written consent of Lessor, Lessor may
terminate this Lease and reenter and take possession of the Premises.
6. Construction of Leasehold Improvements. The Premises shall be developed and the
Leasehold Improvements shall be constructed by Lessee, at its sole cost and expense, in
compliance with all the applicable governmental laws and regulations. Construction of the
Leasehold Improvements shall be deemed to have commenced when Lessee begins site grading
or site preparation. All such Leasehold Improvements shall be and remain the property of
Lessee.
7. Maintenance and Repair. During the Term, Lessee, at its sole cost and expense, shall
maintain in thorough repair and in good and safe condition the Premises and the Leasehold
Improvements. Lessee's maintenance obligations shall include, without limitation, such
stormwater system(s) on the Premises as may be required by local or state ordinances and
regulations.
8. Utilities. Lessee shall be responsible for all charges, fees and expenses associated with
the provision of utilities necessary for its construction and use of the Leasehold Improvements
and for its occupancy and possession of the Premises.
9. Insurance and Liability.
9.1 Lessee Insurance. Lessee shall obtain adequate insurance coverage in accordance
with all applicable laws for (i) general liability, (ii) automobile liability, and (iv) fire and
extended coverage with regard to the Lessee's operations on or about Premises and the
Leasehold Improvements located thereon. Lessee shall require any of its contractors or agents
entering the Premises to obtain and keep in place with well rated insurers, authorized to do
business in the State of North Carolina, adequate insurance coverage, as applicable, for (i)
statutory workers' compensation including, employers' liability, (ii) comprehensive general
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liability including, personal injury, broad form property damage, independent contractor, XCU
(explosion, collapse, underground) and products/completed operations; (iii) automobile liability;
and (iv) fire and extended coverage insurance. Evidence of compliance with the insurance
requirements set out in this provision shall be provided to Lessor prior to commencement of
improvements on the Premises.
9.2 Insurance Requirements. All policies maintained by Lessee shall be purchased
only from insurers who are authorized to do business in the State of North Carolina, who comply
with the requirements thereof, and who carry an A.M. Best Company rating of"A" or"A+."
9.3 Lessee's Liability. As between Lessee and Lessor, Lessee, subject to the terms of
this Lease, shall be primarily liable for the negligent or intentional acts or omissions of its agents,
contractors or employees. As to third parties, Lessee agrees to save Lessor harmless from and
against any and all loss, damage, claim, demand, liability, or expense, including reasonable
attorney fees, by reason of damage to person or property on or about the Premises, which may
arise or be claimed to have arisen as a result of the possession, occupation, use or operation of
the Premises by Lessee, its agents or employees, except where such loss or damage arises from
the willful or negligent misconduct of Lessor, its agents or employees. It is the intent of this
section that Lessee shall hold Lessor harmless and indemnify Lessor to the extent allowed under
North Carolina law.
10. Casualty. In the event the Premises and the Leasehold Improvements, or a substantial part
thereof, shall be damaged by fire or other casualty, Lessee may, at its option, terminate this
Lease or cause the Premises and the Leasehold Improvements to be repaired or renovated. If
Lessee determines to make the necessary repairs or renovations, any proceeds from fire or
casualty insurance shall belong to Lessee. In such event, Lessee, at its sole cost and expense,
shall cause the repairs and renovations to be made in a good and workmanlike manner, without
unreasonably delay, and in compliance with all applicable governmental laws and regulations
and the Approved Plans. If Lessee determines not to make the necessary repairs or renovations,
then this Lease shall terminate and Lessee, at Lessor's option, shall cause the Premises to be
restored to a condition reasonably approximating that existing at the Effective Date and any
proceeds from fire or other casualty insurance, less payment for any permitted indebtedness
thereon, payment to Lessee for its personal property located on the Premises and any payment
necessary to restore the Premises, shall belong to Lessor. Lessee's determination concerning
repair as stated in this Section shall be given to Lessor in writing within ninety (90) days of the
fire or casualty causing the damage.
11. Hazardous Materials.
11.1 Definitions. For purposes of this Lease: (i) "Hazardous Material" or "Hazardous
Materials" means and includes, without limitation, (a) solid or hazardous waste, as defined in the
Resource Conservation and Recovery Act of 1980, or in any applicable state or local law or
regulation, (b) hazardous substances, as defined in the Comprehensive Environmental Response
Compensation and Liability Act of 1980 ("CERCLA"), or in any applicable state or local law or
regulation, (c) gasoline, or any other petroleum product or by-product, (d) toxic substances, or
rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or in
any applicable state or local law or regulation, as each such Act, statute, or regulation may be
10
amended from time to time; (ii) "Release" shall have the meaning given such term, in
Environmental Laws, including, without limitation, CERCLA; and (iii) "Environmental Law" or
"Environmental Laws" shall mean "Super Fund" or "Super Lien" law or any other federal, state,
or local statute, law, ordinance, or code, regulating, relating to or imposing liability or standards
of conduct concerning any Hazardous Materials as may now or at any time hereafter be legally in
effect, including, without limitation, the following, as same may be amended or replaced from
time to time, and all regulations promulgated and officially adopted thereunder or in connection
therewith: Super Fund Amendments and Reauthorization Act of 1986 ("SARA"); the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"); The Clean Air Act ("CAA"); the Clean Water Act ("CWA"); the Toxic Substance
Control Act ("TSCA"); the Solid Waste Disposal Act ("SWDA"), as amended by the Resource
Conservation and Recovery Act ("RCRA"); the Hazardous Waste Management System; and the
Occupational Safety and Health Act of 1970 ("OSHA"). All obligations and liabilities arising
under this Section 14 which arise out of events or actions occurring prior to the expiration or
termination of this Lease shall survive the assignment of this Lease and the expiration,
termination, cancellation or release of record of this Lease.
11.2 Lessee Not Liable for Hazardous Materials. Lessee shall not be responsible for
any damage, loss, or expense resulting from the prior existence on the Premises of any
Hazardous Material. Lessee shall be responsible for any damage, loss, or expense resulting from
the existence on the Premises of any Hazardous Material generated, stored, disposed of or
transported to or over the Premises resulting from Lessee's improvements made to the Premises.
11.3 Lessee's Obligations. Lessee shall give Lessor immediate written notice of any
problem, Release, threatened Release or discovery of any Hazardous Materials on or about the
Premises or claim thereof. If such problem, Release, threatened Release or discovery was caused
by Lessee, its employees, agents, contractors, invitees or licensees, this notice shall include a
description of measures taken or proposed to be taken by Lessee to contain and/or remediate the
Release of Hazardous Materials and any resultant damage to or impact on property, persons
and/or the environment (which term includes, without limitation, soil, surface water or
groundwater) on, under or about the Premises. In the event of a Release caused solely by Lessee
and at Lessee's own expense, Lessee shall promptly take all steps necessary to clean up or
remediate any Release of Hazardous Materials, comply with all Environmental Laws and
otherwise report and/or coordinate with Lessor and all appropriate governmental agencies.
11.4 Liability. To the extent allowed by North Carolina law Lessor agrees to save
Lessee harmless from and against any and all liens, demands, defenses, suits, proceedings,
disbursements, liabilities, losses, litigation, damages, judgments, obligations, penalties, injuries,
costs, expense (including, without limitation, attorneys' and experts' fees) and claims of any and
every kind of whatsoever paid, incurred, suffered by, or asserted against Lessee with respect to,
or as a direct or indirect result of the violation of any Environmental Laws applicable to the
Premises, to the extent that such violation is caused by the activities of Lessor or any predecessor
in interest to Lessor. To the extent allowed by North Carolina law Lessee agrees to save Lessor
harmless from and against any and all liens, demands, defenses, suits, proceedings,
disbursements, liabilities, losses, litigation, damages, judgments, obligations, penalties, injuries,
costs, expense (including, without limitation, attorneys' and experts' fees) and claims of any and
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every kind of whatsoever paid, incurred, suffered by, or asserted against Lessor with respect to,
or as a direct or indirect result of the violation of any Environmental Laws applicable to the
Premises, to the extent that such violation is caused by the activities of Lessee.
12. Waste/ Interference. Lessee shall not use the Premises in any manner that will constitute
waste.
13. Compliance. Lessee agrees to comply, at Lessee's sole cost and expense, with all
governmental laws, rules, ordinances and regulations applicable to the Premises or Lessee's use
and occupancy thereof.
14. Liens. Lessee agrees to pay all lawful claims associated with the construction of the
Leasehold Improvements on a timely basis and shall save Lessor harmless from and against any
and all claims by third parties and contractors arising out of the construction of the Leasehold
Improvements. Lessee shall not encumber the Premises with any mortgages or permit any
mechanic's, materialman's, contractor's, subcontractor's or other similar lien arising from any
work of improvement performed by or on behalf of Lessee, however it may arise, to stand
against the Premises. In the event the Premises are encumbered by any such lien, Lessee may in
good faith contest the claim underlying such lien
15. Events of Default. The occurrence of any of the following shall constitute a material
default and breach of this Lease by Lessee (an "Event of Default"):
15.1 Vacation / Abandonment. Lessee ceases to occupy, abandons or vacates the
Premises for the purposes of this Lease before the expiration of the Term.
15.2 Unlawful Purpose. If Lessee allows the Premises to be used for any unlawful
purpose.
15.3 Use by Habitat Homeowners. Lessee causes the Premises to be unavailable
for the use and enjoyment of Habitat for Humanity Homeowners residing in Orange County,
North Carolina, and their families and invitees.
16. Lessor's Remedies. Upon the occurrence of any Event of Default or failure by Lessee to
perform any obligation of Lessee under this Lease, which failure is not cured within the specific
time periods provided in this Lease or if no specific time period is provided, then within one
hundred eighty (180) days after written notice to Lessee(or if such failure cannot be cured within
one hundred eighty (180) days, then within a reasonable period of time, provided Lessee
proceeds promptly and diligently to cure such breach), whichever occurs first, then Lessor, at its
option may (i) terminate Lessee's right to possession of the Premises at any time by any lawful
means, in which case this Lease shall terminate and Lessee shall immediately surrender
possession of the Premises to Lessor; and/or (ii) pursue any other remedy now or hereafter
available to Lessor under North Carolina law.
17. Right of Lessor to Re-Enter. In the event of any termination of this Lease by Lessor or
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the enforcement of any other remedy by Lessor under this Lease, Lessor shall have the
immediate right to enter upon and repossess the Premises and remove or store Lessee's personal
property and Leasehold Improvements in accordance with the terms of Section 19. Lessee
hereby waives all claims arising from Lessor's re-entering and taking possession of the Premises
and removing and storing the property of Lessee as permitted under this Lease and will save and
hold Lessor harmless from all losses, costs or damages occasioned Lessor thereby. No such
reentry shall be considered or construed to be a forcible entry by Lessor.
18. Legal Costs. In the event of any breach each Party shall be solely responsible for that
Party's own legal costs and expenses including reasonable attorney's fees. .
19. Ownership of Leasehold Improvements; Surrender of Premises. During the Term,
ownership of the Leasehold Improvements shall be in Lessee. At the expiration of the Term or
the earlier termination of this Lease, Lessee shall promptly quit and surrender the Premises in
good order, condition and repair, ordinary wear and tear excepted. The Leasehold Improvements
shall remain the property of Lessee for a period of ninety (90) days. The Parties shall work
together to remove such Leasehold Improvements from the premises within a reasonable time
with such removal being at the sole expense of the Lessee. At the termination of this Lease,
Lessee shall remove any and all of Lessee's personal property, trade fixtures and equipment from
the Premises. All leasehold improvements and such personal property, trade fixtures and
equipment not so removed by Lessee and remaining on the Premises ninety (90) days after the
termination of this Lease shall, at Lessor's option, become the property of Lessor or Lessor may
have the property removed or stored, at Lessee's expense.
20. Holdover. In the event Lessee remains in possession of the Premises after the expiration
of the Term and without an extension, renewal, or the execution of a new lease, Lessee shall
occupy the Premises as a tenancy at sufferance subject to all of the conditions of this Lease
insofar as consistent with such a tenancy. However, either Party shall give not less than sixty
(60) days written notice to terminate the tenancy.
21. Miscellaneous.
21.1 Binding Effect. This Lease shall be binding upon and shall inure to the benefit of
the Parties, their successors and permitted assigns.
21.2 Authority. Each person executing this Lease on behalf of Lessee does hereby
represent and warrant that that this Lease was duly approved by the governing body of Lessee,
that this Lease is the act and deed of Lessee, that Lessee has full lawful right and authority to
enter into this Lease and to perform all of its obligations hereunder, and that each person signing
this Lease on behalf of Lessee is duly and validly authorized to do so. Each person executing
this Lease on behalf of Lessor does hereby represent and warrant that that this Lease was duly
approved by the governing body of Lessor, that this Lease is the act and deed of Lessor, that
Lessor has full lawful right and authority to enter into this Lease and to perform all of its
obligations hereunder, and that each person signing this Lease on behalf of Lessor is duly and
validly authorized to do so.
21.3 Relationship Between Parties. Nothing in this Lease shall be construed to render
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the Lessor in any way or for any purpose a partner,joint venturer, or associate in any relationship
with Lessee other than that of Lessor and Lessee, nor shall this Lease be construed to authorize
either to act as agent for the other.
21.4 Applicable Law. This Lease shall be governed by, construed under and
interpreted and enforced in accordance with the laws of the State of North Carolina, regardless of
conflict of law principles.
21.5 Entire Agreement. This instrument contains the entire agreement between the
Parties, and no statement, premise, inducement, representation or prior agreement which is not
contained in this written Lease shall be valid or binding.
21.6 Amendment. No amendment, modification, alteration, renewal, extension, or
revision of this Lease shall be valid and binding unless made in writing and signed by Lessee and
Lessor.
21.7 Construction of Lange. The terms "lease," "lease agreement" or "agreement"
shall be inclusive of each other, and also shall include renewals, extensions, or modifications of
this Lease. Words of any gender used in this Lease shall be held to include any other gender,
and words of the singular shall be held to include the plural and the plural to include the singular
when the sense requires. The section or paragraph headings and the titles are not a part of this
Lease and shall have no effect upon the construction and interpretation of any part hereof.
21.8 Terms. Capitalized terms used in this Lease shall have the meanings ascribed to
them at the point where first defined, irrespective of where their use occurs, with the same effect
as if the definitions of such terms were set forth in full and at length every time such terms are
used.
21.9 Effect of Waiver or Forbearance. No covenant or condition of this Lease can be
waived except by written consent of the Parties. A waiver of any covenant or condition on one
occasion shall not be deemed a waiver of said covenant or condition on any subsequent occasion
unless such fact is specifically stated in the waiver. Forbearance or indulgence by Lessor in any
regard whatsoever shall not constitute a waiver of any covenant or condition to be performed by
Lessee, and until Lessee has completely performed all covenants and conditions of this Lease,
Lessor shall be entitled to invoke any remedy available to Lessor under this Lease or any law or
equity despite such forbearance or indulgence.
21.10 Survival. All obligations accruing prior to expiration of the term of this Lease
shall survive the expiration or other termination of this Lease.
21.11 Lessor's Remedies Cumulative. The rights and remedies of Lessor specified in
this Lease shall be cumulative and in addition to any other rights and/or remedies otherwise
available, whether or not specified in this Lease.
21.12 Severability. In case any one or more of the provisions contained in this Lease
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
14
illegality or unenforceability shall not affect any other provision hereof and this Lease shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
21.13 Construction. No provision of this Lease shall be construed against or interpreted
to the disadvantage of any Party by any court or other governmental or judicial authority by
reason of such Party's having or being deemed to have prepared or imposed such provision.
21.14 Counterparts. This Lease may be executed in two or more counterparts, each of
which shall be deemed an original, and all of such counterparts together shall constitute one and
the same instrument.
21.15 Renewal. At the option of Lessee this Lease may be renewed for up to four (4)
twenty (20) year terms.
21.16 Memorandum of Lease for Recording. At the request of either Party, Lessor and
Lessee shall execute a memorandum of this Lease for recording in the public records at the
requesting Party's sole cost and expense. The memorandum of Lease shall set forth the Parties,
provide a description of the Premises, specify the Term and incorporate this Lease by reference.
21.17 Notices. All notices herein provided to be given, or to which may be given, by
either Party to the other, shall be deemed to have been fully given when made in writing and
deposited in the United States mail, certified and postage prepaid, and addressed as follows:
To Lessor: Habitat for Humanity, Orange County, N.C., Inc.
Attn: Susan Levy, Executive Director
88 Vilcom Center Drive, L110
Chapel Hill, NC 27514
To Lessee: Orange County
Attn: County Manager
Post Office Box 8181
Hillsborough,NC 27278
The address to which notices shall be mailed as aforesaid to either Party may be changed by
written notice.
[signatures begin on following page]
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IN TESTIMONY WHEREOF, Lessor has caused this instrument to be executed in its
name by , attested by , and its corporate seal affixed hereto,
by authority duly given; and Lessee has caused this instrument to be executed in its name by its
Chair of the Board of Commissioners or County Manager, attested, by its Clerk and its County
seal hereto affixed by authority duly given, all as of the dates set forth in the notary
acknowledgments below.
LESSEE:
ORANGE COUNTY
By:
Print Name:
Title:
ATTEST:
(Seal)
Clerk
STATE OF NORTH CAROLINA
COUNTY OF
I, a Notary Public in and for the aforesaid
County and State do hereby certify that personally came
before me this day and acknowledged that he/she is Clerk of the Orange County and that by
authority duly given and as an act of the Orange County, the foregoing instrument was signed by
its attested by
himself/herself as Clerk and sealed with the common seal.
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal, this the
day of , 2013.
Notary Public
My Commission Expires: Print Name:
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LESSOR:
HABITAT FOR HUMANITY, ORANGE
COUNTY, N.C., INC.
By:
Director
ATTEST:
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
I, a Notary Public in and for Orange county and
State of North Carolina, do hereby certify that , personally came before
me this day and acknowledged that she is and that by authority duly given
and as the act of Habitat for Humanity, Orange County, N.C., Inc., the foregoing instrument was
signed in its name by sealed with the corporate seal, and attested by herself
as
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal, this the
day of 2013.
Notary Public
My Commission Expires: Print Name:
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EXHIBIT A
Description of Premises
Lying and being in Orange County, North Carolina and being more particularly described as
follows:
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EXIHBIT B
Leasehold Improvements