HomeMy WebLinkAboutAgenda - 10-21-1997 - 9d i
ORANGE COUNTY
BOARD OF COMMISSIONERS
Action Agenda
Item No. Q-J
ACTION AGENDA ITEM ABSTRACT
Meeting Date: October 21, 1997
SUBJECT: Renewals; Driver License office at Carrboro Plaza
DEPARTMENT: PURCHASING AND Public Hearing: No
CENTRAL SERVICES Budget Amendment Reqd? No
ATTACHMENT(S): INFORMATION CONTACT:
PAM JONES, ext. 2650
Lease renewal for Carrboro Plaza
Memorandum of Understanding; State of NC Telephone Number-
Lease Hillsborough 732-8181
Chapel Hill - 967-9251
Mebane 227-2031
Durham 688-7331
PURPOSE: To consider approval of a lease renewal for space used as a Driver's
License office at Carrboro Plaza; and to approve the Memorandum of Understanding
for this space with the State of North Carolina Department of Motor Vehicles.
BACKGROUND: For over a decade the County has provided space for the Driver
License office in Carrboro. The Office has been located at the shopping center now
known as Carrboro Plaza since 1986. :
A summary of terms of the arrangement with the State are as follows:
• Orange County provides the space.
• Orange County provides maintenance for the space.
• The State provides staff. -
• The State provides all equipment and furnishings needed for their operation.
• The State provides cleaning services.
• The State provides utilities.
A summary of the major lease terms is as follows:
• Leased Premises: 1200 square feet;
• Term of leaset Three (3) years, effective February 1, 1998 through January 31,
2001;
• Rent: February 1, 1998 through January 31, 1999: $8.85/sq.ft.
February 1, 1999 through January 31, 2000: $9.29/sq.ft. (5% increase)
February 1, 2001 through January 31, 2001: $9.76/sq.ft. (5% increase)
• Common Area Maintenance charges (CAMs) are additional to the base rent and are
billed based on actual expenses of the year. CAMs include the cost of Taxes,
Insurance and Maintenance for the exterior of the building, including parking lot and
grounds maintenance. Historically, CAMs at this center have been around $3.50 per
square foot.
Total annual County cost for FY 1997-98 is estimated at $14,820.
The Sheriff's office will continue to use the office assigned to them at this facility until the
opening of the Southern Human Services Center in the Spring, 1998.
RECOMMENDATION: The Manager recommends that the Board approve the lease
renewal; and authorize the Chair to sign on behalf of the Board, both the lease renewal
and the Memorandum of Understanding with the State.
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` STATE OF NORTH CAROLINA
COUNTY OF ORANGE LEASE RENEWAL
THIS LEASE RENEWAL, made and entered into this, the 21 st day of October, 1997,
between CARRBORO BELMAN, S.C. LIMITED PARTNERSHIP, by Goodman Segar
Hogan Hoffler, L.P. (Landlord) and the County of Orange (COUNTY);
WHEREAS a lease agreement was made and entered into as of the 6th day of
February, 1995, and amended April 18, 1995, between the COUNTY and the
LANDLORD;
WHEREAS, the COUNTY and the LANDLORD desire to renew the Lease Agreement;
NOW THEREFORE, the COUNTY and the LANDLORD mutually agree to the following:
Section 2"Term" shall be modified to read:
2. Term. The term of this Lease.Renewal shall commence on February 1,
1998 and shall continue for a period of three (3) years, with expiration at 12:00
midnight on January 31, 2001, unless sooner terminated as hereafter provided.
Section 3 "Guaranteed Minimum Rental" shall be modified to read:
3. Effective February 1, 1998, the COUNTY agrees to pay to the LANDLORD at
the office of the LANDLORD or at such other place designated by the
LANDLORD, , guaranteed rental amount as follows:
February 1, 1998-January 31, 1999: $885 per month
February 1, 1999-January 31, 2000: $929 per month
February 1, 2000-January 31, 2001 $976 per month
Rent is due and payable by the first calendar day of each month.
All other terms and conditions shall remain the same.
The parties hereto have executed this LEASE RENEWAL as of the date and year first
written above.
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LANDLORD: CARRBORO BELMAN, S.C. '
Limited Partnership
BY: Troon Project Management Corp.
ATTEST: General Partner
Secretary Spencer Waxman
ATTEST: COUNTY:
Beverly A. Blythe, Clerk. William L. Crowther, Chair
Orange County Board of Commissioners Orange County Board of Commissioners
,
' State of North Carolina Memorandum of UndersUAINW9--
County of Orange
This agreement represents a memorandum of understanding between the County of Orange
(hereinafter referred to as County" )and the Division of Motor Vehicles(hereinafter referred to as
DMV) as it respects space occupied by the Driver License Office at Carrboro Plaza. The County
and DMV agree as follows:
1. The County, subject to all of the terms and conditions of the lease between the County
and the Owner of Carrboro Plaza,agrees to provide unit number thirteen(13)of the Carrboro
Plaza Shopping Center, located at the intersection of North Carolina Highway 54 By-Pass and
North Carolina Highway 54 Business in Carrboro as space for a Driver License Office with the
following services:
a. Heating facilities,air-conditioning facilities,electrical facilities,lighting fixtures and
sockets, ventilation,hot and cold water facilities and toilet facilities.
b. General maintenance including plumbing and electrical repairs.
C. Parking for Driver License clients.and employees to the extent provided for in the
lease between the County and the Owners of Carrboro Plaza.
d. Water and sewer.
2. DMV agrees to assume responsibility for the following:
a. Cost of utilities, including heat,air-conditioning,telephone, lights and water,and
b. Janitorial services and trash removal.
3. Upon expiration or termination of this assignment, DMV may remove all equipment and
improvements placed upon the premises at its expense, provided the same can be removed
without material damage to the premises.
4. This agreement shall be in effect February 1, 1998 through January 31,2001.
Agreed to this day of . 1997.
For DMV:
Wayne 14rdilk,Direceor
Driver Lgense Section
For County:
Bill Crowther, Chair
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STATE OF NORTH CAROL A6 LEASE AGREEMENT
COUNTY OF ORANGE
THIB LUM AGREI®tiENr,made and e into this,dz day o(66 day aff&rwy.1995,but dbad a Feb nmy
1,IM.by and bdw=CARRBORO BELMAN S.C.LWM PARTNERSM.by Property Resataces, hathufta
teBes:ed m.as"LANDLORD",and COUNTY OF ORANGE,a body politic and corporate and a political nib Msicn
at*tM State otNw&Carolina.h=iw tta ra6erted to w"COUNTY".
WITNEBBETM
1. PREII�IISES► LANDLORD hereby lases to COUNTY and COUNTY leases from
LANDLORD, for the term and upon the terms and conditions hereinafter set forth, the premises
described in"ExElm1T A',attached hereto and made a Pat hereof containing approximately 1,200
square feet,hereinafter referred to as the'Tremises".
2. TERM. The term of this Lease shall commence on February 1; 1995
("Commmcement
Daft") and shall continue for a period of three (3)years,with expiration at 12:00
midnight on January 31, 1998,ualess sooner terminated as hereafter provided.
3. GU MIN MM RENTAL. The COUNTY agrees to pay to the
LANDLORD at the office of the LANDLORD or at such other place designated by the
LANDLORD, the guaranteed rental of $800 per month payable on or before the 1st day of each
calendar mouth commencing with the Commencement Daft. Effective on the first day of each Lease
Year after the fast Lease Year (Wpotmeot Date"), the Guaranteed Mmmrnm4 Rental shall be
increased by the amount determined by multiplying the Initial Rental Rate by that percentage which
represents any cost of living incase between the Commencement Date and the Adjustment Date.
Such pacxntage Milan be determined by uti">�a' g the applicable indices determined by the United State
Bureau of labor Statistics(or its successor organiTStion)through its Consumer Price Index entitled
"United States City Average-A11 items-All Urban Consumers Index". Such siont meat shall be made
effective as of the Adjustment Date, as soon as possible after the index for the applicable mouth is
published,with any defidmcy due and pay"with the next monthly installment of rental. Anything
contained hewn to the contrary notwithstanding,in the event that the adjustment,would reduce the
monthly rental from the moaft rental in eft for the preceding ng Lease Year,no such adjusment
shall be made and the rental then in effect shall continue through the next Adjustment Date. Any
other amps of money at charges to be paid by the COUNTY pursuant to the provisions of any other
section of this Lease other than the Guaranteed Minimum Rental shall be designated as"Additional
Charges".
+. ADDrMNAL CHARGES: In addition to and separate from the Ifininann Rest,
the COUNTY shall pay to the LANDLORD as Additional Charges, COUNTY'S Pro Rata Share of
the Operating Expense Charges. Further,that amount consisting in the aggregate of Common Area
Maintenance costs and taus and shall be adjusted annually at the end of the LANDLORD's fiscal
year For purposes of this Lease, the following will describe and define the Operating Expense
Charge:
(a)Common Area For each lease year during the term hereof;LANDLORD
will pay COYNTrs �share of all common area maintaoaace charges and expenses.
COUNWs share shall�uyit�t"a oust of such charges multiplied by the ratio that the square
footage of COUNTTs premises bears to the total square footage available for lease in the project.
LANDLORD will provide a breakdown of all costs used in the determination of Common Area
Maintenance assessment formula within thirty(30)days following effective date for new rate.
(b)Taxes: LANDLORD shall pay COUNTY's proportional share of the ad valorem taxes
assessed against the Shopping-Center,with such share being determined in the ratio that the square
footage of COUNTY`s leased premises bears to the total square footage available for lease in the
Shopping Center. COUNTY.shall pay as same shall become due any and all ad valorem taxes
assessed against COUN rs personal property located on the leased premises.
5. USE 0V P K The COUNTY shall use the premises solely for offices of the
Department of Motor Vehicles, Driver License Division, a satellite Sheriff office or similar
governmental function. COUNTY shall not use or permit the premises to be used for any other
purpose or purposes except with the prior written consent of the LANDLORD. LANDLORD
acknowledges that the COUNTY will make available in the leased premises, a Driver License Bureau
office, whose Primary responsibiYrlus are to test driving competency and to issue driver licenses.
LANDLORD agrees to allow portions of the competency tests to be conducted on the parking area
of the Shopping Center, as long as those tests do not constitute a hazard or violation of any of the
foregoing rules and regulations;
COUNTY covenants that it:
(a) Will comply with all governmental laws, ordinances, regulations and .
now in force or which hereafter may be in force, of any lawful governmental body or
authority having jurisdiction over the premises;
(b) Will keep the premises and every part thereof in a clean, neat and orderly condition;
(c) Wilt in all respects and at all times Hilly comply with all health and police regulations;
and
(d) Shag not permit or allow any waste, abuse or deterioration of the premises to occur,
normal wear and tear excepted.
6. USE OF COMMON AREAS. Subject to regulations as established from time to
time by LANDLORD, COUNTY in common with other tenants of LANDLORD and any designee
of LANDLORD.,shall have the nonexchisive right of use of the Common Areas of the Shopping
Center. COUNTY its subteoaats,and assigns shall not solicit business or display merchandise in any
of the Common Areas or distribute hand bills or any other advertising matter therein. LANDLORD
shall have at all times exclusive right to control and manage the Common Areas and without
limitation of LANDLORD's rights. LANDLORD may alter, remodel, change or close all or any
portion of the Common Areas, including the parking areas to such an extent as may be necessary in
the opinion of the LANDLORD and may grant,modify or terminate a asemmts and other agreements
pertaining to use and operation LANDLORD may prohibit parking, passage of motor vehicles in
areas previously designated for parking or passage and may erect additional buildings on Common
Areas or change the location of the buildings, structures and other areas. LANDLORD
midges that the pang areas of the Shopping Center provide certain critical fiunctions to the
Driver License issuance process and that moons which may be carried out by the LANDLORD
shall not preclude the use of the common area for the purposes outlined in Section 5 of this lease.
7. UTHXrJ0tL COUNTY shall ensure that all utcilut'y costs serving the leased premises
are paid.
L MAINTENANC]V
(a) COUNTY REPAIRS AND MAWIM4ANCE: COUNTY agrees to keep the leased
premises in good condition and repair, excepting repairs which are the responsibility of the
LANDLORD or which are made naxssmy by reason of fire and other unavoidable casualties covered
by LANDLORD's fire and extended coverage insurance, and excepting reasonable wear and tear.
Within such repair responsebihties of COUNTY shall be included: the walls and ceiling Cmcluding the
painting thereot); repairs, maintenance of heating and air conditioning systems(cost not to exceed
$2,000 per year);normal plumbing maintenance(including stoppage but does not include repair to
water, drainage or sewer lines};normal minor electrical maintenance(cost not to exceed$500 per
occurrence); maintenance of floor coverings.
(b) LANDLOws REPAIR AND MARTrENANCE: LANDLORD agrees to keep,repair
and maintain the exterior of the building;including sidewalks,parking area; supply pipes for gas Cif
any) and water, drainage and sewer pipesu (excluding stoppage), repairs of air conditioning and
he$timg systems,phimbing and electrical above limits stipulated in County Repair and Maintenance.
If any portion of the Leased Premises which is the responsibility of LANDLORD shall at any time
be in need of repair;LANDLORD will promptly repair same upon receipt of written notice from
County to do soy except that LANDLORD shall not be obligated to make or pay for any repairs
rendered necessary by the finsk act or negligence of County, or any of its agents, employees or
business invitees.
9. COUNTY A0R0VEMZ2M COUNTY shall have the right to install, maintain
and repair any improvements to the Premises which it desires, provided that all such work
("COUNTY Impr+aveaoaata"}shalt be approved by LANDLORD in advance,which consent shall not
be unreasonably withheld or delayed. Alt such work shall be completed in accordance with applicable
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building codes and with proper building permits. Copies of any drawings shall be supplied to
LANDLORD. All COUNTY Improvements shall become the property of the LANDLORD at the
termination of thisl.easq and the Premises shall be delivered to the LANDLORD at the termination
of this Lease in the same condition as exists after the completion of the COUNTY Improvemen4
ordinary wear and tear excepted In the event that any COUNTY Improvements are done without
the consent of the LANDLORD, then LANDLORD shall have the right at the termination of this
Lease or at any time during the term herwX to have such COUNTY Improvements removed and the
Premises restored to their original condition, all at the sole cost and expense of the COUNTY.
10. INSURANCE. LANDLORD shall procure and pay at its sole cost for insurance
coverage insuring LANDLORD against loss of,or damage to, the buildings located on Fxhft"A"
('including*Premises)and the appurtenances by reason of fire or other casualty.
M INSURANCE ON FIXTURES AND CONTENTS W1THEN TEE PREDIISES.
At all times during the term haaail,._COUNTY shall ensure that insurance coverage against vandalism
and malicious mischief is kept in force to insure firniture,fixtures, equipment, and any other contents
upon the Premises.
12. L IABIL M INSURANCE.COUNTY shall, during the entire term hereof, keep in
full force and effect a policy of public liability and property damage insurance with respect to the
Premises in which the combined single limit of such public liability and property damage shall be not
less than $1,000,000. The policy shall name LANDLORD, any person, firma or corporations
designated by LANDLORD,and COUNTY w insured and shall contain a clause,provided COUNTY
can procure such a clause,that the insurer will not cancel or change the insurance without first giving
the LANDLORD (30) days prior written notice. The insurance shall be in an insurance company
approved by LANDLORD.LANDLORD's approval not to be unreasonably withheld, and a copy of
the policy or a certificate of inaraace shall be delivered to LANDLORD. COUNTY may,with the
approval of LANDLORD,which approval shall not be unreasonably withheld, satisfy this liability
insurance requirement through"self insuo ranca" or"pooled insurance, or some combination of self
insurance, pooled insurance and commercial insurance as determined by COUNTY to be in
COUNTY's best interest LANDLORD shall have the right to withhold such approval in the event
that COUNTY's bond rating decreases ffom it current level
13. LN ZBEN1TY. COUNTY will, to the extent permitted by law and to the extent
Provided through insurance policies owned by the COUNTY, indemnify LANDLORD and save it
harmless from and against any and all claims, actions, damages, liability and expense in connection
with loss of lifik personal imp"and/or damage to property arising from or out of any occurrence in,
upon or at the Premises,or the occupancy or use by COUNTY of the Premises or any part thereof,
or occasioned wholly or in part by any act or omission of COUNTY, its agents, contractors,
employees, servants,lessees m In case LANDLORD shall,without faun on its part,
be made a party to any litigation commenced by or against COUNTY,then COUNTY shall,to the
adept permitted by law and to the cum provided through insurance,protect and hold LANDLORD
harmless and pay all costs,aTe ses and reasonable attorney's fees insured or paid by LANDLORD
in connection with such litigation:
�o
14. SUBROGATION. Notwithstanding any other provision contained in this Lease,
each of the parties hereby waives any rights it may have against the other party on account of any loss
or damage to its property which arises from any risk generally covered by fire and extended coverage
insurance or any other insurance required to be carried hereunder,whether or not such other party
may have been negligent or at fault in causing such loss or damage. Each of the parties shall obtain
a clause or endorsement in the policies of such insurance which each party obtains in connection with
the Premises to the effect that the insurer waives, or shall otherwise be denied, the right of
subrogation against the other party for loss covered by such insurance.
15. DAMAGE TO PREIVIISE& If the leased premises shall be damaged by fire, the
elements,unavoidable accsder>t or other casualty,but are not thereby rendered untenantable m whole
or in part, LANDLORD shall promptly at its own expense cause such damage to be repaired, and
the rent shall not be abated; if by reason of such occurrence, the premises shall be rendered
untenantable only part;LANDLORD shall promptly at its own expense cause such damage to be
repaired, and the minimum rent meanwhile shall be abated proportionately as to the portion of the
premises rendered untenantable;if by reason of such occurrence the premises shall be rendered wholly
untenantaW LANDLORD shall promptly at its own expense cause such damage to be repaired, and
the minimum annual rent meanwhile shall be abated in whole, except that if at the time of such total
destruction these shall be two y-foar months or less remaining of the term of this lease within ninety
(90) days after said occurrence either COUNTY or LANDLORD at his option may give written
notice that it has elected to terminate this lease, in which event the lease and the tenancy hereby
created shall cease as of the date of said occurrence, and the minimum rental and the percentage
rental shall be adjusted as of such date. Unless the parties shall otherwise agree in writing,
LANDLORD shall have no interest in the proceeds of any insurance carried by the COUNTY on
COUNTY'S interest in its lease and COUNTY shall have no interest in the proceeds of any insurance
carried by LANDLORD.
ib. CONDEMNATION. If any portion of the Premises shall be taken by the exercise
of the power of eminent domain(or sold to the holder of such power pursuant to a threatened taking)
this Lease shall terminate upon such taking or when such sale is completed. COUNTY shall not be
entitled to any part of the oondeaooation award or purchase price and COUN'T'Y expressly waives any
rights thereto; provided, however, nothing contained herein shall be construed to preclude the
COUNTY from proseeuutiag any claim directly against the condemning authority in such
condemnation proceeding for loss of business,or depreciation to, damage to or costs of removal of
or for the value of COUN Vs trade fixtures, furniture, other personal property belonging to
COUNTY, excluding the value,if arty,of COUNTY's leasehold interest.
17. ASSIGMIMT. COUNTY shall not voluntarily,involuntarily or by operation of
law, assign, transfer, mortgage or otherwise encumber (herein collectively referred to as an
"assignment")this Lease or any interest of COUNTY he rein,in whole or in part,nor sublet the whole
or any part of the Premises, nor permit the Premises or any part thereof to be used or occupied by
others,without first obtaining m each and every instance the prior written consent of LANDLORD.
LANDLORD acknowledges that although the County of Orange is the named tenant of this lease,
the North.Carolina Department of Motor Vehicles, Driver License Division, will be the principal
if
occupant of the leased space.
Consent of the LANDLORD may be conditioned upon the addition of a security deposit,late fees,
restrictions on mechanics liens and similar requirements which have been waived under this Lease
A9�reeooemt in,re cogoWm of the governmental status and creditworthiness of the named COUNTY.
If this Lease or any interest of COUNTY herein shall be assigned or, if the whole or any part of the
leased premises shall be sublet or used or occupied by others, after having obtained LANDLORD's
prior written consent thereto,COUNTY shall nevertheless remain fully liable for the full performance
of all obligations under this Lease to be performed by COUNTY and COUNTY shall not be released
therefrom in any manner.
18. SURRENDER OF PRnWE& All trade fixtures installed by COUNTY in the
Premises shall remain the property of COUN'T'Y and be removable at any time, provided COUNTY
be not in default at the time of any covenant of thus Lease and shall promptly,and at its own expense,
repair any damage to the Premises in removing any such trade fixtures. COUNTY shall, upon
termination of the term hereof, or any earlier termination of this Lease for any cause, surrender all
keys of the Premises to LANDLORD at the place.then fixed for the payment of rent and surrender
to LANDLORD the Premises. All aka,improvements and other additions which may be made
or installed by either party to,in,upon or about the Premises shall be the property of LANDLORD,
and on such termination, shall be surrendered to LANDLORD by COUNTY without any damage,
injury or disturbance thereto or payment therefor; COUNTY shall return the Demised Premises to
their condition as on the commencemem date hereof, alterations, improvements and additions and
ordinary wear and tear excepted.
19. DEFAULT. If the COUNTY shall continue in default in the payment of any rental
or other sum of money becoming due hereunder for a period of ten(10)days after the same shall be
due,or if either party hereto shall default in the performance of any other of the terms, conditions or
covenants contained in this Lease to be observed or performed by it and the party in defauk does not
remedy such default within thirty(30)days or commence such act or acts as shall be necessary to
remedy the default within thirty(30)days and shall not complete such act or acts promptly, or if
COUNTY shall cause this Lease to be W=under any writ of execution and such writ is not vacated
or set aside within fiffm(15)days,then in any such event the party not in default shall have the right
to terminate and caned this Lem provided, however, that COUNTY shall not have the right to
terminate and caned this Lease Agreement unless and until it shall have given written notice, by
registered or certified mak of the def h by the LANDLORD to the holder or holders of any
mortgage or deed of taut coveting the Premises and shall have given said holder or holders thirty
(30) days f rom the date of its receipt of such notice to cure such de&tik; including time to obtain
possession of the Premism by an expeditious trustee's sale or foreclosure action if this should be
necessary to effect such cum Should the LANDLORD elect to reenter and take possession as herein
provided or should it re-enter to take possession pursuant to legal proceedings or pursuant to any
notice provided for by law,LANDLORD may either terminate this Lease,or LANDLORD may, from
time-to-time,without terminating this Lease,make such alterations and repairs as may be necessary
in order to relet the Premises or any part thereof for such term or terms(which may be f or a term
wending beyond the term of this Lease)and at such rental or rentals and upon such other terms and
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conditions as LANDLORD in its sole discretion may deem advisable. Upon each such reletting all
rentals received by LANDLORD from such reletting shall be applied, first, to the payment of any
damages or indebtedness other than rent.due hereunder from COUNTY to LANDLORD, second,
to the payment of any debts and expenses of such reletting, including brokerage fees, attorney's fees
and costs of such alterations and repairs,third,to the payment of rent due and unpaid hereunder, and
the residue, if any, shall be held by LANDLORD and applied in payment of future rent as the same
may become due and payable hereunder. If such rentals received from such reletting during any
month are less than that to be paid during that month by COUNTY hereunder, COUNTY shall
promptly pay any such deficiency to LANDLORD. LANDLORD reserves the right to bring any
action or legal proceeding for the recovery of any deficits remaining unpaid as LANDLORD may
deem favorable,from time-to-dine,without being obliged to wait until the end of the thereof or of
any renewals or eurte dons thereof for the final determination of COUNTY's account. No such re-
entry or taking possession of said Premises by LANDLORD shall be construed as an election on
LANDLORD' part to terminate this Lease unless a written notice of such intention be given to
COUNTY by LANDLORD or unless the termination hereof be decreed by a Court of competent
jurisdiction.
Notwithstanding any such reletting without, termination, LANDLORD may at any time elect to
terminate this Lease for any breach or default by COUNTY. COUNTY may also, upon giving
LANDLORD notice and reasonable opportunity to remedy a breach or defiwlt, elect to terminate this
Lease for such breach or defmdt by LANDLORD, subject to the notification to LANDLORD'lender
as heaanabove set forth, Should LANDLORD or COUNTY at any time terminate this Lease for any
breach or default, then, in addition to any other remedies LANDLORD or COUNTY may have,
LANDLORD or COUNTY may recover from the other all damages insured by reason of such
breach,including the costs of recovering the Premises or vacating the Premises as the case may be,
aid reasonable attorneys fees. All indebtedness due LANDLORD by COUNTY, including the worth
at the time of payment of the excess, if any, of the amount of all rent and other payments reserved
in this Lease for the remainder of the stated term over the then reasonable rental value of the Premises
for the remainder of the stated terns,all of which amount s shall be immediately due and payable from
COUNTY to LANDLORD. In determining the reasonable rental value of the Premises for the
remainder of the stated tens,the value of the actual rental obligations of the COUNTY, if any, to
whom the LANDLORD has relet the Premises,if commercially reasonable, shall be considered the
then reasonable rental vahm
20.. LANDLORD'S RIGHT TO MORTGAGE AND SELL Within twenty(20)days
after request therefor by LANDLORD, or in the event that upon any sale, assigament, or
hypothecation of the Promises and/or the land thereunder by LANDLORD, an estoppel certificate
or similar statement shall be required from COUNTY, COUNTY agrees to deliver, in recordable
form, a certificate to any proposed mortgagee or purchaser, or to LANDLORD certifying(if such
be the case)that this Lease is in f dl force and effect and that there are no defenses or offsets thereto,
or stating those claimed by COUNTY.
This Lease is and shall be subject and subordinate at all times to the lien of any mortgages in any
amount or amounts on all or any part of the land or buildings as shown on Exhibit "A" and to all
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ground or underlying leases which exist or may hereafter be executed affecting such land and
buildings,or either thereof;of which the Premises are a part, or on or against LANDLORD's interest
or estate therein, or any part of or interest in any of the foregoing, or on or against any ground or
underlying lease(and in all cases including all extensions, renewals, amendments and supplements to
any ground or undedymg lease or mortgage),without the necessity of the execution and delivery of
any further instruments on the part of COUNTY to effectuate such subordination. COUNTY
covenants and agrees to execute and deliver upon demand such further instruments evidencing such
subordination of this Lease to any such ground or underlying lease and to the lien of any such
mortgage as may be required by the LANDLORD. Notwithstanding anything hereinabove contained,
in the event the holder of any such mortgage or the LANDLORD under any such ground or
underlying lease shall at any time elect to have this Lease constitute a prior or superior claim to its
mortgage or lease,then and in such event upon any such mortgage holder or LANDLORD notifying
COUNTY to that effect, this Lease shall be deemed prior and superior in lien to such mortgage or
lease, as the case may be, irrespective of whether this Lease is dated prior to or subsequent to the
date of such mortgage or lease.
If LANDLORD enters into one or more conaurent or successive mortgages or ground or underlying
leases and COUNTY is advised in writing of the name and address of the mortgagee or LANDLORD
under such mortgage or ground or underlying lease, as the case may be,then this Lease shall not be
terminated or canceled on account of any default by the LANDLORD in the performance of any of
the terms,covenants,or conditions hereof on its part contained,until COUNTY shall have been given
written notice of such default to such mortgagee or LANDLORD, specifying the default, and such
mortgagee,LANDLORD or COUNTY shall have the right for thirty(30)days from the date of its
receipt of such notice(and such reasonable additional time as n required to effect the cure with due
diligence)to correct such default.
COUNTY shall, in the event any proceedings are brought for the foreclosure of or in the event of
exercise of the power of sale under any mortgage made by the LANDLORD covering the premises,
attorn to the purchaser upon any such foreclosure or sale and recognized such purchaser as the
LANDLORD under this Leas&
The COUNTY, upon request of any party in interest, shall execute promptly such instruments or
certificates to carry out the intent of this section as shall be requested by the LANDLORD. If twenty
(20) days after the date of a written request by LANDLORD to execute such instruments, the
COUNTY shalt not have executed the some the LANDLORD may, at its option, cancel this Lease
without incurring any liability on account therreo4 and the term hereby granted is expressly limited
accordingly.
LANDLORD shall have the right to convey,transfer or assign,by sale or otherwise, all or any part
of its interest in this Lease, inchudmg the Premises, at any time and from time-to-time and to any
person, subject to the terms and conditions of this Lease. All covenants and obligations of
LANDLORD under this Lease shall cease upon the execution of such conveyance; transfer or
assigannaot,but such covenants and obligations shall run with the land and shall be binding upon the
subsequent owner thereof or of this Lease during the periods of their ownership thereof
1
lit
21. QUIET ENJOYMENT.Upon payment by the COUNTY of the rents herein provided
and upon the observa=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 leased
Premises for the team hereby demised without hindrance or interruption by LANDLORD or any other
person or persons lawfully or equitably claiming by, through or under the LANDLORD, subject
nevertheless,to the terms and conditions of this Lease.
22. ACCORD AND SATISFACTION. No payment by COUNTY or receipt by
LANDLORD of any amount less than is due hereunder shall be deemed to be other than payment
towards or on account of the earliest portion of the amount then due, nor shall any endorsement or
statement on any check or payment(or in any letter accompanying any check or payment)be deemed
an "accord and satisfaction" (or payment in full), and LANDLORD may accept such check or
payment without prejudice to LANDLORD's right to recover the balance of such amount or pursue
any other remedy provided herein.
23. REMEDIES CUMULATIVE—NONWAIVER. No remedy herein or otherwise
confemd upon or reserved to LANDLORD or COUNTY shall be considered exclusive of any other
remedy,but the same shall be distinct,separate and cumulative and shall be in addition to every other
remedy given hereunder, or now or-hereafter existing at law or in equity or by statute, and every
power and remedy given by this Lease to LANDLORD or COUNTY may be exercised from time to
time as often as occasion may arise, or as may be deemed expedient. No delay or omission of
LANDLORD or COUNTY to a osa any right or power arising from any default on the part of the
other shall impair any such right or power, or shall be construed to be a waiver of any such default
or an acquiescence thereto. No provision of this Lease shall be deemed to have been waived by
LANDLORD unless such waiver shall be in writing and is signed by LANDLORD and the acceptance
of rent by LANDLORD shall not be deemed a waiver.
24. LANDLORD'S ENTRY.The 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 and at mutually agreeable times for the purpose 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 fimimk except in the event of an emergency,whereupon no notice
shall be required.
25. HOLDING OVER. If COUNTY remains in possession of the Premises or any part
thereof after the vgkadon of the term of the Lease with LANDLORD's acquiescence and without
any written agreement of the parties,which written agreement shall not be unreasonably withheld,
COUNTY shall be only a tenant at will,and there shall be no renewal of this Lease or exercise of an
option by operation of law During any such holdover,the Basic Mmmum Rent due hereunder shall
be 150'/0 of the amount sd forth in Paragraph 3 heron£
J
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26. NATURE AND EXTENT OF AGREEMENT. This instrument contains the
complete agreement of the parties regarding the terms and conditions of the Lease of the Premises,
and them are no oral or written conditions, terms, understandings or other agreements pertaining
thereto which have not been incorporated herein. This instrument creates only the relationship of
LANDLORD and COUNTY between the parties hereto as to the Premises,and nothing herein shall
in any way be construed to impose upon either party hereto any obligations or restrictions not herein
expressly set forth The laws of the State of North Carolina shall govern the validity,interpretation,
performance and enforcement of this Lease.
27. FORGE MAJEURE. In the event that LANDLORD or COUNTY shall be delayed
or hindered in or prevented from the performance of any act required hereunder by reason of failure
of power,restrictive governmental laws,regulations, orders or decrees, riots, insurrection,war, acts
of God,inclement weather, or other reason of like or unli ke nature or cause beyond LANDLORD's
or COUNTY's control,then performance of such act shall be excused for the period of the delay and
the period for the performance of any such act shall be extended for a period equivalent to the period
of such delay.
28. ATTORNEY FEES.In case suit shall be brought for recovery of possession of the
Premises, for the recovery of renl or any other amount due under the provisions of this Lease or
because of the breach of any other:covenant herein contained on the part of either party to be kept
or performed and a breach shall be established, the prevailing party shall be entitled to recover all
expenses incurred therefor,including reasonable attorney's fees.
29. OPTION TO TERM MIT. This is a three(3)year lease. LANDLORD agrees
that if COUN'T'Y receives additional funding prior to lease termination,this lease can be transferred
to a new premises containing larger space in Carrboro Plaza,with no penalty. Terms and conditions
to be negotiated at time ofd. Asrw^,,,,e J,,ca JigtE IX
30. PARMAL IlWALIDITY. If any term, covenant or condition of this Lease or the /4s
application thereof to any person or shall,to any extent,be invalid or unenforceable; 11
the remainder of this Lease, or the application of such term, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term covenant or condition of this Lease shall be valid and be enforced to the fullest
extent permitted by law.
31. RECORDING COUNTY shall not record this Lease without the written consent
of LANDLORD,however,upon the request of either party hereto the other party shall join in the
execution of a memorandum or so-called"short form" of this Lease shall describe the parties, the
Lease Premises and the term of this Lease, ad shall incorporate this Lease by reference.
32. NUMBER AND GENDER. The use herein of a singular term shall include the
plural and use of the masculine,feminine or neuter genders shall include all others
t
33. TIME OF ESSENCE: REASONABLENESS. Time is of the essence of this
agent. Anywhere in this Lease that LANDLORD's consent is required, such consent shall not
be unreasonably withheld or delayed.
34. NOTICES: Any notice required to LANDLORD or COUNTY by the terms of this
Lease shell be deemed given and received on the date of the mailing of such notice in writing to the
LANDLORD or COUNTY, as the case may be; Provided such notice is transmitted by certified or
registered mall return receipt requested,postage prepaid, and addressed to the party due such notice
as shown,or such other address m either LANDLORD or COUNTY may give in writing to the other
for such notices:
LANDLORD : CARRBORO BFLMW S.C.LIlv=PARTNER.
%Property Resources
333 Fayetteville Street Mall
Suite 1000
Raleigh,NC 27601
COUNTY COUNTYOF ORANGE
c%Director of Purchasing and Central Services
132 East King Street
PO Box 8181
Hillsborough,NC 27278
35. BINDING EFFECT. This Lease shall be biadmg upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.
t
IN WITNESS WHEREOF,the parties hereto have executed this Lease under seal as of the day
and year first above written.
LANDLORD: CARRBORO BELMAN, S.C.
Limited partnership
BY: cafp-
General Partner
ATTEST:
Secretary A RB rte+
4;;i„�.Vice President
AFM CORPOSATS sA.
COUNTY: ORANGE COUNTY
Beverly A B Clerk Moses Carey,Jr.,Chair
Board of Caanmiaeiaeecs Board of Coaomiadam rs
t
STATE OF cJ 1Q Pa J
COUNTY OF /d la, a �–
1, a Notary Public for said County and State, do hereby ca*that
s �� �.J���m �'�rson�all�,aQpearnd before me this day
and ac�maw the due f i
K• So hand and official seal,this&a mss—day of l 1990G,
� lj
• Notary
••.•
T .• OP`_
STATE OF NORTH CAROLINA
ORAME COUNTY ""
I.!"-P 1 0- '3c.]C'.e,� ,a Notary Public for acid County and State,do hereby cw*that Beverly A Blythe
peams*appeared before me this data and admowledged that she is the Clak to the Board of Commmaoers of Orange
County,and that by authority►duty givm and as the act of orange Camay,the foregoing inow ent was signed in its name
by hones Carcy,Jr.Chair,sealed with its cfcial seal,and attested by herself as itB Clan
Witness my hand and offidd sad,this do_day a[ 1994.
v .
Notary Public
N#canmission