HomeMy WebLinkAbout1996 NS Purchasing - Lease Approval 503 West Franklin Street (2) ' ATTACHMENT II
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STATE OF NORTH CAROLINA
COUNTY OF ORANGE LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into as of the 20th day of
February, 1996, by and between DEVISEES OF ORVILLE B. CAMPBELL,
hereinafter referred to as "Landlord, " and COUNTY OF ORANGE,
NORTH CAROLINA, hereinafter referred to as "Tenant. "
WITNESSETH:
THAT FOR and in consideration of the mutual covenants and
conditions hereinafter set forth, the parties hereto do hereby
agree as follows:
1. Premises. Landlord hereby leases to Tenant and Tenant .
hereby leases from Landlord for the term and upon the terms and
conditions hereinafter set forth, the premises designated as 503
West Franklin Street, Chapel Hill, Orange County, North Carolina,
as more particularly shown on EXHIBIT A-1 and A-2 appended hereto
including the parking area adjacent to the building located on
the premises which parking area is also shown on Exhibit ,
together with the right to use all driveways, sidewalks, roads,
alleys and means of ingress and egress to the premises, insofar
as Landlord has the power to lease or license the use thereof
(all hereinafter referred to as "the Premises") . The portion of
the building leased that is located on the Premises contains
approximately 13,232 square feet.
2. Acceptance of Premises. Landlord shall make the
improvements, additions and modifications to the Premises that
are specified in Exhibit Tenant accepts the Premises in its
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present condition, as improved, added to and modified as
specified in Exhibit Landlord warrants to Tenant that the
heating and air conditioning systems are 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 driveways, parking area
and sidewalks are in good repair on the date of commencement of
the Lease term. Landlord warrants to Tenant that Landlord holds
unencumbered fee simple title to the Premises.
3. Term. The term of this lease shall be five (5) years,
commencing on March 1, 1996 ( "Commencement Date") , and
terminating on February 28, 2001, unless sooner terminated as
herein provided. Tenant shall have an option to renew this lease
for one additional term of five (5) years. Tenant shall give
Landlord notice of its intent to renew this lease during the last
year of the term or any renewal thereof but in no event shall
such notice be given later than ninety (90) days prior to the end
of said term. Tenant's right of renewal during the lease term
shall be exercised only by Tenant and may not be exercised by any
transferee, sublessee or assignee of Tenant.
4. Rent. Tenant agrees to pay to Landlord at the office
of Landlord or at such other place designated by Landlord, the
guaranteed rent of $8,270 per month payable on or before the
first day of each calendar month commencing with the Commencement
Date ( "Initial Rental Rate") . /y
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on the first day of each lease year after the first lease year
( "Adjustment Date" ) , the guaranteed rent shall be increased by
the amount determined by multiplying the Initial Rental Rate by
that percentage which represents any cost of living increase
between the Commencement Date and the Adjustment Date. Such
percentage shall be determined by utilizing the applicable
indices determined by the United States Bureau of Labor Statistic
(or its successor organization) through its Consumer Price Index
entitled "United States City Average-All Items-All Urban
Consumers Index. " Such adjustment shall be made effective as of
the Adjustment Date, as soon as possible after the index for the
applicable month is published, with any deficiency due and
payable with the next monthly installment of rent. Anything
herein to the contrary notwithstanding, in the event that the
adjustment would reduce the monthly rent from the monthly rent in
effect for the preceding lease year, no such adjustment shall be
made and the rent then in effect shall continue through the next
Adjustment Date.
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5. Quiet Enjoyment. Upon payment by Tenant of the rents
herein provided and upon the observance and performance of all
the covenants, terms and conditions on Tenant's part to be
observed and performed, Tenant 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 equitably claiming by, through or under
Landlord, subject nevertheless, to the terms and conditions of
this Lease.
6. 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 and at
mutually agreeable times for the purpose of alteration and to
show the same to prospective tenants or purchasers. Any Ouch
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.
7 . Use of Premises; Tenant's Warranty of Non-Disturbance.
Tenant shall use the premises for a Skill Development Center
Training Center, general offices or other governmental purpose.
Tenant shall not use or permit the premises to be used for any
other purpose or purposes except with the prior written consent
of Landlord. Tenant covenants and agrees that it shall be
responsible for controlling the noise level emanating from its
use of the Premises in such a way that other occupants of the
building of which the Premises is a part shall not be
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unreasonably disturbed. Tenant shall be responsible for the cost
of any noise suppressing devices which may be necessary for noise
mitigation.
8. Assignment and Sublease. Tenant agrees not to encumber
or assign this lease or sublease all or any part of the Premises
without the written consent of Landlord, which consent shall not
be unreasonably withheld. Any such assignment shall not relieve
Tenant from any obligations hereunder for the payment of rent or
the performance of any other condition or provision of this
lease. Landlord acknowledges and agrees that Tenant intends to
develop a Skill Development Center on the Premises and that said -
Skill Development Center may involve the use of the Premises by
government and non-profit agencies other than Tenant. Landlord
agrees that the use of the Premises by these agencies as part of
the Skill Development Center shall not be considered a sublease
for the purpose of this Lease no matter the form of any
contractual or other agreement between Tenant and these agencies.
And, Landlord expressly consents to the use of the Premises by
Tenant and these agencies for the Skill Development Center
purpose.
9. Repair and Maintenance.
a. Tenant repair and maintenance. Tenant agrees to
keep the Premises in good condition and repair, excepting repairs
which are the responsibility of Landlord or which are made
necessary by reason of fire .and other unavoidable casualties
covered by Landlord's fire and extended coverage insurance, and
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excepting ordinary wear and tear. Such repair responsibilities
of Tenant shall include: the walls and ceiling (including
painting thereof) ; repairs and normal plumbing maintenance
(including stoppage but not including repair to water, drainage
or sewer lines outside of the building located on the Premises) ;
normal minor electrical maintenance; maintenance of floor
coverings. Tenant shall, during the term of this Lease and any
renewal or extension hereof, at its sole expense, cause the
Premises to be kept clean and in a manner satisfactory to the
Landlord.
b. Landlord's repairs and maintenance. Landlord
agrees to keep,
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walls, foundations, gutters and downspouts, party wall repairs
made necessary by damage to a party wall or walls caused by the
use, misuse or negligence of other of the tenants of Landlord,
sidewalks, driveways and other parking area access ways, supply
pipes for gas (if any) , 'and water drainage and sewer pipes
(excluding stoppage) , repairs of air conditioning and heating
systems and plumbing and electrical repairs not the
responsibility of Tenant. Landlord shall promptly make any
repair that is its responsibility upon receipt of written notice
from Tenant to do so. Provided, however, Landlord shall not be
responsible for repairs occasioned by the negligent or
intentional acts of Tenant, Tenant's employees, agents,
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contractors or business invitees, all of which shall be repaired
at the sole cost and expense of Tenant.
10. Improvements/Alterations. No substantial alteration,
addition or improvement to the Premises shall be made by Tenant
without the written consent of Landlord. Any alteration,
addition or improvement made by Tenant and any fixtures
permanently installed by Tenant shall, at Landlord's option,
become the property of Landlord upon expiration of or other
sooner termination of this lease; provided, however, Landlord has
the option to require Tenant to remove any such fixture at
Tenant's cost upon such termination.
11. Utilities. Tenant shall pay all charges for gas,
electricity, light and power used, rendered or supplied upon or
in connection with the Premises. Landlord shall pay all charges
for the supply of water to the Premises.
12. Signs. Landlord shall place and maintain in and about
the Premises at appropriately designated places, such neat and
appropriate signs advertising Tenant as such. Any special Tenant
sign may be placed and maintained by Tenant at its sole cost but
shall be in the same styling. Provided, however, Landlord shall
not unreasonably withhold approval of such signs as Tenant may
select. Upon the termination of this lease Tenant shall remove
all signs and repair any damage to the Premises caused by
erection, maintenance or removal of such signs.
13. Insurance of Premises, Fixtures and Contents. Landlord
shall provide Fire and Extended' Coverage insurance on the
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Premises. Contents will be insured by Tenant or the non-Tenant
agency to which contents belong. Tenant shall also insure any
improvements and betterments made by it to the Premises to the
insurable value thereof.
14 . Liability Insurance. Tenant shall maintain insurance,
at it's sole expenses, against claims for personal injury or
property damage under a policy of public liability insurance,
with limits of no less than $1,000,000 for bodily injury and
$100,000 for property damage. Such policy or policies will name
Landlord as additional insured under the policy and a certificate
verifying coverage shall be issued to Landlord within 10 days of
execution of this lease. The certificate of coverage shall
indicate that the policy will not be cancelled without a minimum
of 30 days prior written notice to Landlord. Tenant may, with
the approval of Landlord, which approval shall not be
unreasonably withheld, satisfy this liability insurance
requirement through "self insurance" or "pooled insurance" or
some combination of self insurance, pooled insurance and
commercial insurance as determined by Tenant to be in Tenant's
best interest.
15. Indemnity. Tenant will, to the extent permitted by law
and to tho extent provided through insurance, indemnify Landlord
and save it harmless from and against any and all claims,
actions, damages, liability and expense in connection with loss
of life, personal injury and/or damage to property arising from
or out of any occurrence in, upon or at the Premises, or the
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occupancy or use by Tenant of the Premises or any part thereof,
or occasioned wholly or in part by any act or omission of Tenant,
its agents, contractors, employees, servants, lessees or
concessionaires. In case Landlord shall, without fault on its
part, be made a party to any litigation commenced by or against
Tenant, then Tenant shall, to the extent permitted by law and to
the extent provided through insurance, protect and hold Landlord
harmless and shall pay all costs, expenses and reasonable
attorney's fees incurred or paid by Landlord in connection with
such litigation.
16. Damage to Premises. In the event the Premises are
hereafter damaged or destroyed or rendered partially untenable
for their permitted uses by fire or other casualty insured under
the coverage which Landlord carries, and Landlord's architect
certifies that the extent of such damage or destruction is less
than 20% of the replacement value of the premises immediately
prior to the occurrence of such damage or destruction, then
Landlord shall promptly repair said Premises and restore the same
substantially to the condition in which they were immediately
prior to the happening of such casualty (excluding wall coverings
and drapes) . Notwithstanding any such casualty, until the
Premises are so repaired and restored, rental payments shall not
abate and the full rental reserved herein shall be due and
payable. Anything contained herein to the contrary
notwithstanding, in the event that the Premises shall be damaged
or destroyed and Landlord's architect shall certify that the
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extent of such damage or destruction is 20% or more of the
replacement value thereof immediately prior to the occurrence of
such damage or destruction, Landlord shall have the option to
terminate this Lease by giving notice in writing any time within
ninety (90) days after the occurrence of such casualty. Unless
this Lease is terminated by Landlord, Landlord shall repair and
restore of the Premises, including heating, ventilation and air
conditioning, and Tenant shall repair, refixture and restock the
interior of the Premises, all in a manner and to a -condition
equal to that existing prior to the destruction or casualty.
After such damage and destruction, and during any repair or
restoration period in which the Premises are not available, in
whole or in part, for occupancy by Tenant, rental hereunder shall
abate proportionately.
17. Holding Over. If Tenant remains in possession of the
Premises after the expiration of the term of this Lease with the
Landlord's acquiescence and without any written agreement of the
parties, such possession shall be as a month-to-month tenant.
During such month-to-month tenancy, rent shall be payable at the
same rate as that in effect during the last month of the term
immediately preceding, and the provisions of this lease shall be
applicable.
18. Surrender of Premises. Tenant shall return the
Premises to Landlord in their condition on the Commencement Date,
alterations, improvements, additions and ordinary wear and tear
excepted. Tenant shall remove all its property from the Premises
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no later than Noon on the day upon which this Lease terminates,
whether upon notice or by holdover or otherwise. Landlord shall
have the same rights to enforce this covenants by ejectment and
for damages or otherwise as for the breach of any other condition
or covenant of this Lease. Tenant may at any time prior to or
upon the termination of this Lease or any renewal or extension
thereof remove from the Premises all materials, equipment, and
property of every sort or nature installed by Tenant, provided
that such property is removed without substantial injury to the
Premises. No injury shall be considered substantial if it is
promptly corrected by restoration to the condition prior to the
installation of such property. Any such property not removed
shall become the property of Landlord.
19 . Assignment of Interest in Rents. Landlord shall have
the right, without selling its fee interest in the Premises 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 Landlord in a written notice to Tenant, and in any such case
Tenant shall pay the net rent, subject to the terms of this
Lease, to the Landlord's designee as directed by Landlord for the
period covered by such assignment.
20. Subordination. Tenant agrees that this lease is and
shall remain subject and subordinate to and may be assigned as
security for any present and all future ground leases or
underlying leases of the Premises or of the real property upon
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which the Premises is located and to and for all mortgages or
deeds of trust which may now or hereafter affect such leases or
the Premises or the real property upon which the Premises is
located and to and for all renewals, modifications,
consolidations, replacements and extension thereof. This clause
shall be self-operative and no further instrument shall be
necessary to effect such subordination. However, Tenant shall
execute promptly and deliver to Landlord any such certificate or
certificates in writing as Landlord may request evidencing the
subordination of this lease to or the assignment of this lease as
additional security for such ground lease, underlying lease,
mortgage or deed of trust. In the event the Premises or the real
property upon which the Premises is located or a leasehold
interest in the Premises or the real property upon which the
Premises is located is sold pursuant to a court order in any
foreclosure proceeding or is sold pursuant to a power of sale
contained in any mortgage or deed of trust, Tenant agrees to
execute an attornment agreement with such purchaser not in
conflict herewith at the request of such purchaser.
21. Condemnation. If the whole of the Premises, or such
portion thereof as will make the 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 rent shall be accounted for
between Landlord and Tenant as of the date of the surrender of
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possession. Such termination shall be without prejudice to the
rights of either Landlord or Tenant to recover compensation from
the condemning authority for any loss or damage caused by such
condemnation. Neither Landlord nor Tenant shall have any rights
in or to any award made to the other by the condemning authority.
must be e*ere=sed, 4A at all, ka the namee here&aafter a"
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23. Notices. For the purposes of notice or demand, the
respective parties shall be served by certified or registered
mail, return receipt requested, addressed to Tenant or Landlord
at their respective office address, as set forth herein.
To Tenant: County of Orange
Director of Purchasinq and Central Services
Post Office Box 8181
Hillsborough, NC 27278
To Landlords Devisees of Orville B. Campbell
c/o Stephen J. Manton, agent
ESM Associates
Post Office Box 4523
Chapel Hill, NC 27515
24. Entire Agreement; Waiver of Landlord's Rights Only by
Written Instrument. This Lease contains the entire agreement
between the parties hereto, and no promises, agreements,
conditions or stipulations not contained herein shall be binding
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upon either party hereto. No failure by the Landlord 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 Tenant, and no breach
thereof, shall be waived, altered or modified, except by a
written instrument executed by Landlord. 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.
IN TESTIMONY WHEREOF, the parties have hereunto set their
hands and seals the day and year first above written.
LANDLORD:
DEVISEES OF ORVILLE B. CAMPBELL
BY: (SEAL)
Stephen J. Manton, Agent
TENANT:
ORANGE COUNTY, NORTH CAROLINA
BY: (SEAL)
Moses Carey, Jr. , Chair to the Board of Commissioners
ATTEST:
Beverly A. Blythe, Clerk
Orange County Board of Commissioners
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STATE OF NORTH CAROLINA
COUNTY OF ORANGE
I, , a Notary Public, do hereby certify
that Stephen J. Manton, Agent, personally appeared before me this
day and acknowledged the due execution of the foregoing Lease
Agreement on behalf of the Devisees of Orville B. Campbell.
WITNESS my hand and official seal, this the day of
1996.
Notary Public
My commission expires:
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
I, , a Notary Public, do hereby certify
that Beverly A. Blythe 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 Moses Carey, Jr. , Chair, sealed with its
official seal, and attested by herself as its Clerk.
WITNESS my hand and official seal, this the day of
1996.
Notary Public
My commission expiress
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