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HomeMy WebLinkAbout1997 S Lease Agreement 112 North Churton Street ORIGINAL SIGNATURINS NORTH CAROLINA coi_d' 4+_ -3 ORANGE COUNTY DIST. P_)QC.Q.EASE This lease agreement, made and entered into this, the 17th day of April, 1997, by and between the County of Orange, hereinafter called the County, and Hillsborough Savings Bank, Inc. hereinafter called the Landlord. WITNESSETH: 1. PREMISES. Landlord hereby leases to the County and the County hereby leases from the Landlord, for the term and upon the terms and conditions hereinafter set forth, the premises located at 112 North Churton Street, Hillsborough, North Carolina containing approximately 3,336 square feet, hereinafter referred to as the Premises. 2. TERM. The term shall commence on the 17th day of April, 1997 and shall end on the 30th day of June, 2000, on the terms and conditions set forth herein. The first year of the lease term shall be considered as April 17, 1997 through June 30, 1998. County shall have an option to renew this lease for one (1) additional term of three years under the same terms and conditions thereof, except that the minimum rent during the option period shall be as indicated below. The option to renew must be exercised by the County on or before 90 days prior to the expiration of the then existing term. 3. USE AND POSSESSION. It is understood that the Premises are to be occupied by the Orange County Departments or organizations and agencies to which the County provides financial or in-kind support for general office purposes. The County at the expiration of the term, shall deliver up the Premises in good repair and condition, damages beyond the control of the County, reasonable use, ordinary decay, wear and tear excepted. 4. BASIC RENT. The County agrees to pay the Landlord without demand at its office, or at such other place or places as Landlord may from time to time designate in wiring, the following rents for the aforementioned Premises for the term of this lease: Lease year 1 (April 17, 1997 through June 30, 1998): April, 1997: $1,919.40; May-June, 1997: $4,170/month. July 1, 1997 through June 30, 1998: $4,170/month . Total 12 month rent: $50,040; Total 14 1/2 month rent: $60,299. Lease year 2 (July 1, 1998 through June 30, 1999): $51,291 per annum (4,274.25/month) Lease year 3 (July 1, 1999 through June 30, 2000): $52,573 per annum ($4,381.10/month) In the event the option to renew is exercised, lease amounts for years four through six would be as follows: Lease year 4 (July 1, 2000 through June 30, 2001): $53,887 per annum ($4,490/month) Lease year 5 (July 1, 2001 through June 30, 2002): $55234 per annum ($4,603/month) Lease year 6 (July 1, 2002 through June 30, 2003): $56,615 per annum ($4,718/month) 2 5. NOTICES. For the purpose of notice or demand, the respective parties shall be served by certified or registered mail, return receipt requested, addressed to the County or the Landlord at their respective office address, as set forth herein: To County: Orange County Department of Purchasing and Central Services PO Box 8181 Hillsborough, NC 27278 To Landlord: Hillsborough Savings Bank Attn: Mr. Tyson Clayton 260 S. Churton Street Hillsborough, NC 27278 or at such other address as may hereafter be designated in writing by either party hereto. The time and date on which mail is postmarked shall be the time and date on which such communication is deemed to have been given. 6. COVENANT OF TITLE. The Landlord covenants, represents and warrants that it has full right and power to execute and perform this Lease. If at any time during the term hereby demised the title of the Landlord shall fail or it shall be discovered that the Landlord's title does not permit the Landlord to grant the term hereby demised, the County's remedy, which shall be exclusive of all other remedies, shall be: 1.) annul and void this lease and 2.) the Landlord shall indemnify and hold the County harmless against any claims for rents resulting from title claim. 7. ASSIGNMENT AND SUBLEASE. The County agrees not to encumber or assign this lease or sublease all or any part of the Premises without the written consent of the Landlord, which consent shall not be unreasonably withheld. Such assignment shall in no way relieve the County from any obligations hereunder for the payment of rents or the performance of the conditions and provisions of this lease. 8. QUIET ENJOYMENT. Upon payment by County of the rents herein provided and upon the observance and performance of all the covenants, terms and conditions on County's part to be observed and performed, County shall peaceably and quietly hold and enjoy the Premises for the term hereby demised without hindrance or interruption by Landlord or any other person or persons lawfully or equitable claiming by, through or under Landlord, subject nevertheless, to the terms and conditions of this Lease. 9. RIGHT OF ENTRY. Landlord shall have the right to enter upon the Premises at all reasonable times during the term of this lease for the purposes of inspection, maintenance, repair at mutually agreeable times for the purposes of alteration and to show the same to prospective tenants or purchasers. Any such entry shall require at least 24 hours prior notice in person or by telephone or facsimile, except in the event of an emergency, whereupon no notice shall be required. 3 10. INSURANCE. The Landlord shall provide Fire and Extended coverage insurance to the Premises. Contents will be insured by the County; County shall also insure any improvements and betterments made by it to the Premises to the insurable value thereof. Unless the parties hereto then agree otherwise, the proceeds collected upon all such policies of insurance shall be used to repair and/or replace the Premises, improvements or betterments so damaged or destroyed, and such repairs or replacements shall be prosecuted promptly by both the Landlord and the County with insurance funds. In the event of the total destruction of the Premises by fire or other casualty, this lease shall terminate as of the date of such destruction, unless the Landlord and the County mutually agree to have the premises restored, during which restoration period the County shall be excused from the rental payment. In the event of partial destruction of the Premises, rendering them unsuitable for the County's business, the parties shall repair and restore the Premises as quickly as practical and during such period of repair and restoration there shall be an abatement to the County of the rental amount proportionate to the portion of the floor area of the Premises rendered unsuitable for the County's business. 11. INDEMNITY. The County agrees to indemnify and save harmless to the extent permitted by the law and to the extent provided for by policies of insurance maintained by the County, the Landlord against and from any and all claims by or on behalf of any person, firm or corporation arising by reason of injury to person or damage to property occurring in the Premises occasioned in whole or in part by any act or omission on the part of the County or an employee, agent, visitor, assign or undertenant of the County or by reason of any unlawful use of the Premises or any breach, violation or nonperformance of any covenant in this lease on the part of the Landlord to be observed or performed, and also for any matter or thing growing out of the occupancy or use of the Premises by the County. 12. REPAIR AND MAINTENANCE. County acknowledges that the Premises are being delivered on an "as is, where is" basis, and that the Landlord shall not be required to perform any work of any kind or nature whatsoever to prepare the Premises for Tenant, except to have the Premises cleared of any litter, garbage or items owned by the Landlord not encompassed by this lease. After completion of any modifications made by the County pursuant to Section 13, the Landlord shall be responsible at its own costs for maintenance and repairs of the Premises, provided however, that Landlord shall not be responsible for repairs occasioned by the negligent acts of County, County's employees, agents, contractors or business invitees, all of which shall be repaired at the sole cost and expense of County. 13. ALTERATIONS. Any alterations, additions, improvements or partitions permitted herein shall be made at the expense of the County. The County agrees that the County will make no alterations, additions or improvements to the Premises without the advance written consent of the Landlord, such consent not to be unreasonably withheld. All alterations, additions or improvements made by and for the County, including but not limited to, any and all subdividing partitions, walls, special plumbing, electrical fixtures of whatever type, 4 material or height, but excepting moveable office furniture put in at the County's expense shall, when made, be the property of the Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of this lease. 14. UTILITIES. County shall pay for all utility costs serving the Premises. 15. SIGNS. The County reserves the right to affix a sign that it deems appropriate to properly direct the public to the offices housed in the Premises. Prior to installation, the County agrees to submit plans to the Landlord for approval, which approval shall not be unreasonably withheld. All signs erected by the County shall comply with the requirements of public authorities having jurisdiction with respect thereto. 16. PARKING. It is understood and agreed that contained within the Premises is fifteen (15) parking spaces. Signs may be erected, at County expenses, to properly designate parking for the County. 17. RIGHT OF FIRST OFFER TO PURCHASE AND RIGHT OF FIRST REFUSAL.. Subject to the terms of this Agreement, Landlord expressly reserves the right to sell the premises at anytime during the term of this lease, including any extension thereof, any renewal term and any extension thereof. however, Landlord covenants that it will not list nor offer said premises for sale to the general public without first having given County written notice, in the manner prescribed in Paragraph 5 of this Lease for Notices, of its desire to sell and without first having allowed County forty-five days from and after the date of such notice in which to attempt to secure a binding written agreement with Landlord for the purchase of said premises by County. Landlord agrees that any/all offers to purchase submitted by County during said forty-five day period will be held in strictest confidence, will be given every reasonably consideration and will not be used at any time to enhance its efforts to otherwise market said premises. Landlord further grants to County during the term of this lease, including any extension thereof, any renewal term and any extension thereof, the exclusive right at County's option to purchase the premises on the same terms and at the same price as any bona fide offer for the premises received by Landlord and which offer Landlord desires to accept. Upon receipt of a bona fide offer, and each time any such offer is received, Landlord shall immediately notify County, in the manner prescribed in Paragraph 5 of this Lease for Notices, of the full details of such offer, including a copy of the same (the name and address of the offeror may be omitted if County is unwilling or unable to maintain the name and address of the offeror's confidentiality), whereupon County shall have thirty (30) days after receipt of such notice in which to elect to exercise this right of first refusal. No sale of or transfer of title to the premises shall be binding on County unless and until these requirements are fully complied with. The right of first refusal herein granted shall be continuing and pre-emptive, binding on the Landlord's successors or assigns, and the failure of County to exercise same in any one case shall not affect County's right to exercise such right of first refusal in other cases thereafter arising during the term of this Lease, including any renewal term or any extension of either the lease term or any renewal term. Upon Landlord and County reaching a binding written agreement for the purchase/sale of the premises or receipt of County's notice of election to exercise any right of first refusal granted herein, County shall have a reasonable time in which to examine title 5 and, upon completion of such examination if title is found to be satisfactory, shall tender the purchase price to Landlord, and Landlord shall thereupon deliver to County a good and sufficient Warranty Deed conveying the premises to the County free and clear of all encumbrances. All rent and taxes shall be prorated between grantor(Landlord) and grantee (County)to the date of delivery of the deed. County's notice of election to purchase pursuant to the right of first refusal granted herein shall be sufficient if deposited in the United State mail, postage prepaid, addressed to Landlord at Landlord's address contained in Paragraph 5 of this Lease concerning Notices, at or before midnight of the day on which the right of first refusal expires. 18. DISASTER RECOVERY PLAN. The County agrees that in the event of disaster which renders the Hillsborough Savings Bank facility at 260 S. Churton Street unusable for day-to- day business, Landlord may be open for business in the Premises for a period not to exceed 14 calendar days, at which time, in accordance with the Hillsborough Savings Bank Disaster Recovery Plan, operations will be moved to an alternative location. It is understood and agreed to that a mutually acceptable area will be designated for Landlord's operations in the front lobby of the Premises and to the extent possible, that said operations will not conflict with the daily business being carried out in the County's offices. Landlord agrees to compensate County at the then current square footage rate being paid by the County. 19. EQUIPMENT. The County chooses to maintain use of certain security equipment presently installed in the Premises and which is pertinent to the County's work which is intended to occur in the Premises. It shall be the responsibility of the County to pay costs of upkeep or maintenance contracts for equipment included as long as County chooses to use equipment for its operations. 20. ENTIRE AGREEMENT. This lease contains the entire agreement between the parties hereto, and no promises, agreements, conditions or stipulations not contained herein shall be binding upon either party hereto. 6 Hillsborough Savings Bank BY: l vV ATTEST: (Title) Secretary Orange County Attest: BY: al-. William L. Crowther, Chair Board of Commissioners Beverly A. BI he Clerk to the Board This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Kenneth Chavious, County Finance Director