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Home My WebLink AboutAgenda - 05-19-2015 - 6b1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: May 19, 2015 Action Agenda Item No. 6 -b SUBJECT: Morinaga America Foods Temporary Office Lease Extension — Link Government Services Center, Lower Level DEPARTMENT: Asset Management Services, PUBLIC HEARING: (Y /N) No Economic Development County Attorney ATTACHMENT(S): INFORMATION CONTACT: 1) Lease Amendment #1 with Original Jeff Thompson, 919 - 245 -2658 Lease Steve Brantley, 919 - 245 -2326 2) Lease Amendment #2 for Two John Roberts, 919 - 245 -2318 Month Extension PURPOSE: To consider approving Lease Amendment #2 providing a two -month lease extension with Morinaga America Foods for temporary office space in the Link Government Services Center at 200 West Cameron Street, Hillsborough, and authorize the Chair to sign all necessary documents upon final review of the County Attorney. BACKGROUND: Morinaga America Foods ( "Morinaga ") is aggressively developing its manufacturing and operations facility in Orange County and expects to be complete in the fall of 2015. Morinaga has leased temporary office space in the Link Government Services Center since June of 2014. Morinaga is interested in amending its lease of temporary office space for a period not to exceed two additional months, ending no later than July 31, 2015. The original Lease and its first amendment authorizing its leased space expansion in October 2014 are provided as Attachment 1. The proposed Lease Amendment #2 is provided as Attachment 2. All Lease terms remain in effect other that the maximum two month extension. I FINANCIAL IMPACT: Should Morinaga occupy the space through July 31, 2015, the County would receive an additional $3,066. Should Morinaga vacate the space prior to July 31, the County would receive a prorated rent amount through the earlier termination date. Morinaga will provide at least one week's notice to the County prior to the desired termination date. RECOMMENDATION(S): The Manager recommends that the Board approve Lease Amendment #2 providing a two -month lease extension with Morinaga America Foods for temporary office space in the Link Government Services Center at 200 West Cameron Street, Hillsborough, and authorize the Chair to sign all necessary documents upon final review of the County Attorney. DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 �Attachment 2 THIS LEASE AMENDMENT is made and entered into this 6th day of October, 2014 by and between ORANGE COUNTY (hereinafter referred to as "County") and MORI[NAGA AMERICA FOODS, INC. (hereinafter referred to as "Tenant"). WAV11211 & THAT WHEREAS, the County and Tenant entered into a Lease Agreement dated June 1st, 2014, for premises designated as Suite "Morinaga Phase V, (hereinafter the "Original Lease") attached to this Lease Amendment; and WHEREAS, the County and Tenant desire to amend the Original Lease according to paragraphs 3(a) and 3(c) of the Original Lease, while keeping in effect all terms and conditions of the Original Lease not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration for the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: The Tenant will increase its premises to include 880 square feet entitled "Morinaga Future Phase" as depicted on Attachment A of this Lease Amendment beginning October 6, 2014 through the original Lease term ending on May 31, 2015. The pro-rated monthly rent for the Morinaga Future Phase additional premises from October 6, 2014 through October 31, 2014 is $860.00. The monthly rent for the Morinaga Future Phase additional premises from November 1, 2014 through May 31, 2015 is $1,026.00 ($1,026.00 equals 880 square feet Morinaga Future Phase multiplied by $14 per square foot divided by twelve months). The total monthly rent due on November I is $1,533.00 (this amount equals the original Lease rent of $673 plus the pro-rated October rent for the Morinaga Future Phase of $860.00). 4. The total monthly rent due on December 1, 2014 through May 31, 2015 is $1,699.00 (this amount equals the original Lease rent of $673 plus the additional Morinaga Future Phase rent of $1,026.00). There is no additional Deposit associated with this Lease Amendment. 6. The County will construct the hallway wall necessary to provide access and privacy for the Morinaga Future Phase. 7. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event that there is a conflict between the Original Agreement and this Amendment, this Amendment shall control. § Rev. 3/07 DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 16! IN TESTIMONY WHEREOF, this Contract Amendment has been executed by the parties hereto, as of the date first above written. LTERWITONVA D.-Signed by: " 3&t'&� Barry Jacobs, Chair Approved as to technical content: [LDSig-diby: Jeffrey E. Thompson, Department Director Morinaga America Foods, Inc. (]HD11USi,n1d 11: 1-�SLA* r4m'"A Toshiaki Fukunaga, President This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. --g-d by: Office of the Chief Financial Officer Approved as to form and legal sufficiency: , by �t Office of County Attorney Rev. 3/07 DocuSign Envelope ID: 3B2F6DD9- 152F- 419D- 9A89- 95AF3FCEEC72 EXHIBIT 'A' DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 CIC12 THAT FOR and in consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto do hereby agree as follows: 1 . Premises. County does hereby lease and let unto Tenant and Tenant does hereby accept as Tenant those certain premises designated as Suite "Morinaga Phase 1"r of th� John M. Link Jr. Government Services Building, 200 West Cameron Street, Hillsborough, Orange County, North Carolina, as more particularly shown on EXH I BIT A appended hereto. (b) Tenant shall deliver to County a deposit in the amount of six hundred seventy three dollars ($673.00), which is the equivalent to the rent for one (1) month. Deposit shall be held as a security deposit against claims for damages. This money may be deposited fo r the days provided there has been no damage to the leased premises. MML� DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 X ��i DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 Tenant may desire. Upon the termination of this lease the Tenant shall remove all special signs and repair any damage to the leased property caused by the erection, maintenance or removal ■ such special signs. DocuSign Envelope ID: 3B2F6DD9- 152F- 419D- 9A89- 95AF3FCEEC72 DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 9 installation of such property, if so requested by the County. Any such property not removed shall become the property of the County. 17. County's Right to Cause Expiration • Termination upon Listed Defaults (a) The occurrence of any • the following shall constitute an event of default: 1. Delinquency in the punctual payment of any rent or additional rent payable under this lease when such rent shall become payable. Should such rent payment not be made when due then upon the expiration of five days after the due date, such rent payment shall be delinquent. 3. Filing by the Tenant in any court pursuant to any statute, either of the United States or any state, or a petition in bankruptcy or insolvency or for reorganization, or for the appointment of a receiver or trustee • all • a portion • the Tenant's property, • an assignment • the Tenant for the benefit • creditors. 4. Filing against the Tenant in any court pursuant to any statute, either of the United States or of any state, of a petition in bankruptcy or insolvency, or for reorganization, or for appointment of a receiver or trustee of all or a portion of the Tenant's property, if within 180 days after the commencement of any such proceeding against the Tenant such petition shall not have been dismissed. NZ�M DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 10 --- ORMM.3= DocuSign Envelope ID: 3B2F6DD9- 152F- 419D- 9A89- 95AF3FCEEC72 i 11 __ ,. DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 12 perform any other act required to be performed by the Tenant hereunder. The County may enter upon the leased property for such purposes and take any action necessary therefore. (b) All sums so paid • the County and all costs and expenses incurred by the County in connection with the performance of any such act, together with interest thereon at the rate of 6% per annum from the respective dates of each such payment and such costs and expenses, shall constitute additional rent payable by the Tenant under this lease and shall be paid by the Tenant to the County on demand. DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 13 24. Destruction by Fire or Other Casualty. In the event the premises or any substantial portion thereof are destroyed by fire or other casualty during the term of this lease, it is understood and agreed that County shall have no obligation to rebuild, and, at the election of County or Tenant the lease may be terminated A�= DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 14 -111011fre "Al XR- other persons; provided that nothing contained herein shall relieve the County of the consequences of its own negligence. 30. Smoke Free Facility. Tenant acknowledges that County buildings are smoke- free. Tenant, shall, ensure that employees, customers or invitees • the Tenant abide by the County's ordinances and Board of Health Rules which prohibit smoking. 31. Weapons Prohibited. Tenant acknowledges that a County ordinance has been approved by the Board of Commissioners that prohibits weapons in County facilities. Tenan) will ensure that employees, customers or invitees • the Tenant abide • the County's ordinance that prohibits weapons in the facility. 32 Notice by Registered or Certified Mail. Any notice under this lease must be in writing and must be sent by registered or certified mail to the last address of the party to whom the notice is to be given, as designated by such party in writing. The County hereby designates its address as: Orange County C-J&ZNY&*� 131 West Margaret Lane; Suite 301 PO Box 8181 Hillsborough, NC 27278 zz-- 1 • DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 15 Morinaga America Inc. Attn: Toshiaki Fukunaga 105'�dIR'll'(1101 8UOt6rdrt Suite 360 Irvine, CA 92612-1211 919-732-1155 33. Grammatical Usage. In construing this lease, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural in any place in which the context so requires. 34. Entire Aareement. This lease contains the entire agreement between the parties, and any executory agreement hereafter made shall be ineffective to change, modify, or ,tischarge it in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification • discharge is sought. DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 IN TESTIMONY WHEREOF, the parties have hereunto set their hands and seals the day and , year first above written. /0' %V W411 M. TENANT: �-- -,;- I Toshiaki Fukuna• a Morinaga America Foods, Inc. • 52 Fj �'t#— Cav% 111g' WITNESS: Witness my hand and official seal, this the :2--7 "'day of - — - - . I -- - I OFFICIP�L SB�L Notary Public, North Qmfta ORANGE COUNTY 0 DAVID HUNT My mission Expires W1111114111 I*] rill 1, Ajjsq,� (&2�� , a Notary Public, do hereby certify that personally appeared before lr�ie this day and acknowledged the due execution of the foragoing Lease Agreement. WITNESS my hand and official seal this the day of 2014. 0 Notary PuWic am 't/8 L I C DocuSign Envelope ID: 3B2F6DD9-152F-419D-9A89-95AF3FCEEC72 17 INSURED monnaga America Foods, Inc. INSURERA:Tokio Marine 200 South Cameron Street Hillsborough, NC INSURER B: D: I THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLBRJ INSR M - POLICYNUMBER POLICY EFF (MMA)DIYYYYI POLICY EXP 1MM/DDIYYM LIMITS GENERAL LIABILITY EACH OCCURRENCE — $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY F_v_1 CLAIMS-MADE OCCLIR X CPPS407433 0512612014 0612612015 pR EMISES Ea 3ET0_RE9TEIT__ ( occurrence) $ 100,0 D[ MED EXP (Any one perac n) 5,00( PERSONAL &ADVINJUIRY $ 1,000,00C GENERAL AGGREGATE $ 2,000,0 OC GENT AGGREGATE LIMIT APPLIES PER: X1 POLICY O M F I LOC PRODUCTS - COMP/OP AGG $ I $ AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ — BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDU LED AUTOS PROPERTY DAMAGE (Per accident) $ HIRED AUTOS $ NON MED AUTOS X UMBRELLA LIAB OCCLR EACH OCCURRENCE $ 3,000,000 A EXCESS LIAB CLAIMS-MADE X 0176407430 05/26/2014 05126/2015 AGGREGATE $ 3,000,000 DEDUCTIBLE S X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE I— OFFICERIMEMBER EXCLUDED? NIA ITORY LIMITS _ER_ E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory In NH) If yes, Wescrite under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ . . . ............... DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is re -red) With respect to the insured's leased premises at 200 gou Cameron Street, Hillsborough NC, the certificate holder is included as Additional Insured subject to a Wr3.tt9n contract or agreement executed prior to a loss. HIR Manager Morinaga America Foods, Inc. P.O. Box 1359 Hillsborough, NC 27278-1359 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (0 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2DO9109) The ACORD name and logo are registered marks of ACORD Attachment 2 NORTH CAROLINA ORANGE COUNTY LEASE AMENDMENT THIS LEASE AMENDMENT is made and entered into this 19"' day of May, 2015 by and between ORANGE COUNTY (hereinafter referred to as "County ") and MORINAGA AMERICA FOODS, INC. (hereinafter referred to as "Tenant "). WITNESSETH: THAT WHEREAS, the County and Tenant entered into a Lease Agreement dated June 1st, 2014, for premises designated as Suite "Morinaga Phase 1" , (hereinafter the "Original Lease ") attached to this Lease Amendment; and WHEREAS, the County and Tenant entered into a Lease Amendment dated October 6"', 2014 for the expanded "Morinaga Future Phase" space need, (hereinafter the "First Amendment ") attached to this Lease Amendment; and WHEREAS, the County and Tenant desire to amend the Original Lease according to paragraph 3(a) of the Original Lease, while keeping in effect all terms and conditions of the Original Lease and First Amendment not inconsistent with the term and conditions set forth below. NOW THEREFORE, for and in consideration for the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. The term of the Lease will expire on July 31, 2015. 2. The total monthly rent due on June 1 is $1,533.00; the total monthly rent due on July 1 is $1,533.00. The Tenant has the right to terminate early and pay only the prorated amount of the monthly rent. The Tenant shall give the County written notice no later than one week in advance of the desired early termination date should the Tenant elect to terminate early. 3. Except for the changes made herein, the Original Lease and First Amendment shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event that there is a conflict between the Original Agreement and this Amendment, this Amendment shall control. [SIGNATURE PAGE FOLLOWS] 19 IN TESTIMONY WHEREOF, this Contract Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY Morinaga America Foods, Inc. Earl McKee, Chair Toshiaki Fukunaga, President Approved as to technical content: Jeffrey E. Thompson, Department Director This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act. Office of the Chief Financial Officer Approved as to form and legal sufficiency: Office of the County Attorney Rev. 3/07