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HomeMy WebLinkAboutAgenda - 02-01-1993 - VIII-A O R A N G E C O U N T Y 1 BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: February 1, 1993 Action Agenda Item # VTII-A SUBJECT: Orange County Visitors' Center--Operating and Lease Agreement DEPARTMENT: PUBLIC HEARING: Yes X No Economic Development Commission ATTACHMENT (S) : INFORMATION CONTACT: Deed Geof Gledhill Promisory Note Pam Jones Deed of Trust TELEPHONE NUMBERS: Operating Agreement Hillsborough - 732-8181 Lease Durham - 688-7331 Mebane - 227-2031 Chapel Hill - 967-9251/968-4501 PURPOSE: To approve the purchase of and the lease and operating agreement for the Alexander Dickson House located at the corner of Cameron and King Streets in downtown Hillsborough. BACKGROUND: Challenge 9 of the Orange County Economic Development Strategic Plan calls for the attraction and service of visitors while encouraging the preservation and appreciation of our historical resources. Last spring, faced with the closing of the Hillsborough Visitors Center, the Preservation Fund approached the County asking for our assistance. After considering various options, the EDC recommended that the purchase of the Alexander Dickson House be included in the 1992-93 Capital Improvement Plan (CIP) . Purchase of the Dickson House was approved by the Board on December 7, 1992. Total purchase price is $75,000 to be paid with pay-as-you-go funds over the next 6 years. The lease and operating agreement reflect the Board' s recommendations and comments from that meeting. The lease and operating agreement detail operation of the Visitor' s Center. Any additional costs to the County will be off-set by rental income. Funds were included in the approved CIP. Highlights of the lease include a 2-year term and a $125 .00 per month lease payment from the Chamber to the County. The County will maintain the grounds, the exterior of the buildings, and major systems (heating, electrical, etc. ) . The Chamber will maintain the interior of the buildings and will pay all utilities. RECOMMENDATION: That the Board approve the purchase of and the lease and operating agreement for the Alexander Dickson House in substantially the form of the documents attached to this abstract and authorize the Chair to sign on behalf of the Board. Excise Tax Recording Time, Hook and 1,,,ge Tax Lot No Parcel Identifier No. Verified by .. County on the day of 19 by ....._..... . Mail after recording to This instrument was prepared byMOORE & VAN ALLEN (_RBRM1) P•O. BQX 3843, Durham, NC 27702-3843 Brief description fur the Index NORTH CAROLINA GENERAL WARRANTY DI 1Th THIS DEED made this day of , 19 , by and between GRANTOR GRANTEE THE PRESERVATION FUND OF HILLSBOROUGH, INC. ORANGE COUNTY, NORTH (CAROLINA Enter in appropriate block for each party: name, address, and, it appropriate, character of entity, e.g. corporation or partnership. The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context. WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land situated in the City.-}E 'lbws of Hillsborough Hillsborough l'■■a„ni,ip. Orange. County,North Carolina and more particularly described as follows: BEGINNING at a concrete monument in the Northwest corner of the intersection of Cameron Street and Margaret Lane in the Town of Hillsborough (which beginning point is located South 18° 35' 21” West 302.52 feet fran N.C. Geodetic Monument "Street"); thence frcm • said beginning point along the West right-of-way line of said Cameron Street North 5° 37' 51" East 264.00 feet to a concrete monument in the Southwest corner of the intersection of said Cameron Street and King Street; thence along the South right-of-way line of said King Street North 84° 00' West 327.36 feet to a concrete monument in said right-of-way line, the Northeast corner of the lot formerly owned by Gladys L. Coley (said point being marked "X" on the Plat hereinafter referred to); thence along the line of said Coley lot South 3° 27' 01" West 202.31 feet to a concrete monument (said point being marked "Y" on said Plat); thence along the East line of lot owned by Z. R. Roberts South 6° 32' 30" West 61.81 feet to a concrete monument in the North right-of-way line of said Margaret Lane, the Southeast corner of said Roberts' lot; thence along the North right-of-way line of Margaret Lane South 84° 00' East 320.60 feet to the place or point of beginning and containing 1.956 acres, more or less, according to survey and plat of Davison Timber Management Service, Inc., dated December 30, 1965, and January 4, 1966, entitled "PROPERTY OF CHARLES H. BLAKE", and which plat is duly recorded in Plat Book 15, Page 2, Orange County Registry. N.C.Bar Assoc.Form No.3A u,1917 r 3 SAVING AND EXCEPTING from the above-described property the Western portion ereof formerly conveyed by CHARLES H. BLAKE and wife, HELEN L. BLAKE, to the UNITED STATES POSTAL SERVICE, as recorded in Deed Book -251 at page 1595, Orange County Registry, and described as follows: BEGINNING at a 4" x 4" concrete monument in the South property line of King Street, said point standing South 84° 03 ' East 497.64 feet from the Southeast intersection of King and Churton Streets, said point being the Northeast corner of Central Telephone Company lot, running thence from said beginning point along and with the South line of said King Street South 84° 03' East 197.36 feet to a 4" x 4" concrete monument, a new corner with Charles H. Blake; thence along and with the West line of said Blake South 5° 35 ' West 264 feet to a 4" x 4" concrete monument in the North property line of Margaret Lane said point being the Southwest corner of said Blake; thence along and with the North line of said Margaret Lane North 84° 00' West 190.60 feet to a concrete monument the Southeast corner of Zepheniah R. Roberts lot; thence along and with the East line of said Roberts lot North 6° 22' East 61.81 feet to a 4" x 4" concrete monument; thence along and with the East line of said Roberts and said Telephone Company North 3° 24' East 202.31 feet to the point or place of BEGINNING, containing 50,859.13 square feet according to survey and plat by Robert A. Jones & Associates, Registered Surveyors, dated September 3, 1974. BEING THE SAME PROPERTY conveyed to The Preservation Fund ,of Hillsborough, Inc. from Helen L. Blake (widow) by deed recorded in Book 388 at page 365 in the Orange County Registry. The allow-described property is conveyed subject to the agreements, easements, convenents and restrictions set forth (1) in the aforesaid deed recorded in Book 388 at page 365 in the Orange County Registry as amended by that certain Deed of Release and Agreement recorded in Book 779 at page 228 in the Orange Canty Registry, and (2) in Exhibit A attached to this Deed and made a part hereof, all as if the same were more particularly herein set forth; which said agreements, easements, convenents and restrictions shall run with the land and be binding upon the grantee, it successors and assigns forever; and by its acceptance of this deed, the grantee, for itself, it successors and assigns, hereby agrees to be bound by the same. -1 The y.orc.ty irerelratrOTW ti'Ls.,,.a;Lcd rraraegtzired-bp&rnntet ira_:4meretzeeerrelert-icr— t-rerep�heveiirgthe-abere-eieserr beel-pl'eperby--+s•-rerevrlei--ilr$Fs( Beek p4tee-- TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belungr.,g t, the Grantee in fee simple. And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right the same in fee simple, that title is marketable and free and clear of all encumbrances, and that Grantor will .v■ ■ralr and defend the title against the lawful claims of all persons whomsoever except for the exceptions keeerr,eft., sfnire(-- $'+tie-ta-ihe--prepertY-he* sre-drewrlrcd—)S-etr410:4 e-6he-fuilsw++e-e>tOryriiur+e: herein above set forth:Inatrument IN WITNESS ywBtEEy WHEREOF, officers and'its tseal to be hereunto affixed`by authority of its Board (if SDirectors, the day and year��terse corporate name a its duly a p The__Pxnse ration_Fund_of.Iiillstnr.ough,__inc, (Corp Ham.) a ..._. (sEAW ay: 4 President '� t n EAL 1 ATTEST: :d U N E.1.1.1 c Secretary(Corporate Seal W 1sE:. (Corporate Name) }1 (SEA t., a Ey: President z _ ,sF.A In ATTEST: Q U (SEAL, Secretary (Corporate Seal) c (SEAL) --`® SEAL-;STAMP NORTH CAROLINA, County. B an �`. ti I, a Notary Public of the County and State aforesaid, certify that Grantor' ,, personally appeared before me this day and acknowledged the execution of the foregoing instrument.Witness hand and official stamp or seal,this day of ,19 . My commission expires: Notary Public SEAL-STAMP NOttT11 CAROLINA, County. x I, a Notary Public of the County and State aforesaid, certify that o Grantor, • personally appeared before me this day and acknowledged the execution of the foregoing instrument.Witness by • ' hand and official stamp or seal,this day of ,19 My commission expires: Notary Public SEAL.STAMP NORTH CAROLINA, County. I, a Notary Public of the County and State aforesaid, certify that • Grantor, personally a ppcated before me this day and acknowledged the execution of the foregoing instrument.Witness my hand and official stamp or seal,this day of ,19 My commission expires: Notary Pubu, SEAL-STAMP NORTH CAROLINA, County, H1, a Notary Public of the County and Stale aforesaid, certify that o .___.. n - Grantor, W• personally appeared before me tills day and acknowledged the execution of the foregoing instrument.Witness my ] hand and official stamp or seal,this day of ,19 My commission expires: .. Notary Public SEAL-STAMP NORTH CAROLINA, County. I, a Notary Public of the County and State aforesaid, certify that wpersonally calve before me this day and acknowledged that ____ he is .. Secretary of ,y x North Carolina corporation,and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its Name by its • President,sealed with its corporate seal and attested by as its Secretary. - - Witness my hand and official stamp or seal, this day of 19 - - My commission expires: Notary Public SEAL-STAMP NORTH CAROLINA, County. I, a Notary Public of the County and State aforesaid, certify that ..__. gpersonally came before me this day and acknowledged that ____ he is secretary b a North Carolina corporation,and that by authority du'' - - - 5430 given and as the act of the corporation, the foregoing Instrument was signed in its name by its President,sealed with its corporate seal and attested by as its Secretary Witness my hand and official stamp or seal, this day of ,19 my commission expires: Notary Public The foregoing Certificate(s) of is/are certified to be correct. This instrument and this certificate are duly registered at the date and time and In the Book and Page shown on the - first page hereof. REGISTER OF DEEDS FOR _ CouNTY By Deputy/Assistant-Register of Deeds. • ' N.C.Bar Assoc.Form No.7A©1971 'A-1436 .„ eit-F. . 11/5/92 DICKSON HOUSE EXHIBIT A WHEREAS, the two-story framed house, known as the "Dickson House," presently located at 150 East King Street in the Town of Hillsborough, Orange County, North Carolina, on the tract of land hereinabove described and conveyed (hereinafter referred to as the "Subject Property"), is a building of recognized historical, cultural and architectural significance; and WHEREAS, the one-story separate framed building known as the "Office" and also located on the Subject Property, is also a building of recognized historical, cultural and architectural significance (the aforesaid "Office" and the aforesaid "Dickson House" being hereinafter jointly and severally referred to as the "Dickson House"); and WHEREAS, the Preservation Fund of Hillsborough, Inc. (hereinafter the "Fund"), the Historic Preservation Foundation of North Carolina, Inc. (hereinafter the "Foundation") and the Grantee each desire that the historic Dickson House be preserved for the enjoyment and edification of future generations; and WHEREAS, the Subject Property was conveyed to the Fund and made subject to certain restrictions which were subsequently amended by a certain Deed of Release and Agreement recorded in Book 779 at Page 228 in the Orange County Registry; and WHEREAS, this conveyance is made subject to the conditions and restrictions as set forth in said Deed of Release and Agreement, and to the conditions and restrictions as set forth herein; and WHEREAS, the Fund, the Foundation and the Grantee each desire that the Dickson House be adapted and altered, where necessary, to provide for contemporary conveniences and to accommodate contemporary uses, while at the same time retaining its historically and architecturally significant features; and WHEREAS, the Fund and the Grantee both desire that the Dickson House be used as a visitor's service center for the Town of Hillsborough and Orange County in accordance with the agreements set forth herein; and WHEREAS, the Fund is a charitable organization which acquires certain rights pursuant to historic preservation agreements that will insure that structures located within Orange County of recognized historical and architectural significance are preserved and maintained for the benefit of future generations; and WHEREAS, the Foundation is a charitable organization which acquires certain rights pursuant to historic preservation agreements that will ensure that structures located within the state of North Carolina of recognized historical and architectural significance are preserved and maintained for the benefit of future generations; and WHEREAS, the North Carolina General Assembly has enacted the Historic Preservation and Conservation Agreements Act validating restrictions, easements, covenants, conditions or otherwise, appropriate to the preservation of a structure or site historically significant for its architectural, archeological or historical associations. NOW, THEREFORE, the Grantee hereby agrees that the Subject Property shall be and shall permanently remain subject to the following agreements, easements, covenants and restrictions: 1. These covenants may be enforced by the Fund and its legal successors or its assigns as set forth hereinbelow, and by the Foundation and its legal successors, and its assigns as set forth hereinbelow, as well as by all other persons, firms or corporations that may, by operation of law, have the right to do so, and these covenants shall be administered solely by the Foundation and its legal successors, or its assigns as set forth hereinbelow; and in all subsequent conveyances of Subject Property, the Foundation, its legal successors, or its assigns as set forth hereinbelow shall be the sole party entitled to administer these covenants. DUR 1\G:\DOGS\BRN\REALESTA\23596_1 11 7 /5/92 In the event that the Fund, or the Foundation or either of their successors in interest by corporate merger cease to exist, then in such event such entity shall assign all of its rights and interests in these easements, covenants, and conditions subject to such duties and obligations which it assumes hereby to the other, or to some other non-profit corporation of responsibility which exists for substantially the same reasons as the assigning entity. If no such corporation be available for such assignment then, under such circumstances such assignment shall be made to the State of North Carolina which shall be the sole party entitled to administer those covenants. 2. The Subject Property shall be used for beneficial public purposes only, in accordance with the provisions set out in the Deed of Release and Agreement dated February 13, 1989 and executed by Helen Blake Watkins (widow) et al., recorded in Book 779 at Page 228 in the Orange County Public Registry. 3. For at least ten years from the date hereof, the Subject Property shall be made available to the Hillsborough Area Chamber of Commerce, Inc. or to some other organization for operation as a visitor's center and allied uses for the Town of Hillsborough and Orange County; provided, however, that if the operation of such a visitor's center and allied uses on the Subject Property becomes, in the opinion of the Foundation, impractical or undesirable, then the condition and restriction set forth in this paragraph 3 shall be of no further force and effect. 4. The Grantee covenants and agrees to continuously maintain, repair, and administer the Dickson House and the Subject Property in accordance with the Secretary of the Interior's Standards for Rehabilitation (in effect as of March, 1990) so as to preserve the historical integrity of features, materials, appearances, workmanship and environment of the Dickson House. Maintenance shall be continuously provided. Said Standards are attached hereto as Exhibit B and incorporated in these covenants by reference. 5. No alteration and no physical or structural change and no changes in the color, material or surfacing shall be made to the exterior of the Dickson House without the prior written approval of the President or Executive Director of the Foundation. 6. No addition or additional structure shall be constructed or permitted to be built upon the Subject Property unless the plans and exterior designs for such structure or addition have been approved in advance in writing by the President or Executive Director of the Foundation. The Foundation in reviewing the plans and designs for any addition or additional structure shall consider the following criteria: Exterior building materials; height; fenestration; roof shapes, forms, and materials; surface textures; expression of architectural detailing; scale; relationship of any additions to the main structure; general form and proportion of structures; orientation to street; setback; spacing of buildings,,defined as the distance between adjacent buildings; lot coverage; use of local or regional architectural traditions; and effect on archeological resources. Contemporary designs for additions or additional structures shall not be discouraged when such alterations and additions do not destroy significant historical, architectural, or cultural material, and such design is compatible with the size, color, material and character of the property and its environment. 7. It is understood and agreed that the Fund, its successors or assigns, may locate, construct, reconstruct, rehabilitate, renovate, repair and restore the old Hughes Academy building presently located in northern Orange County, in the vicinity of Cedar Grove (or subject to the approval of the Grantee, which approval shall not be unreasonably withheld, some other building of roughly similar size), onto the Subject Property, such building to be located in the southeasterly quadrant of the Subject Property; and in such event, the parties hereto agree to pursue the possibility that the Grantee or assigns shall acquire title to such building improvements; in which event such building improvements shall be and become subject to the agreements, easements, covenants and restrictions set forth in this Deed. 8. Except for any walks constructed or to be constructed by the Fund in connection with the structure referenced in paragraph 7 hereinabove, no additional drives, walkways, parking, walls, or fences, shall be permitted to be placed upon the Subject Property unless the plans and designs for the same have been approved in advance in writing by the President of Executive Director of the Foundation. The Foundation in reviewing such DUR_1\G:\DOCS\BRW\REALESTA\23596 1 - 2 - g • 11/5/92 plans and designs shall consider the impact that the same may have upon the preservation of the Dickson House and its architectural and historical association. 9. The Grantee and the Fund hereby agree that the interior architectural features listed below are elements which contribute to the architectural significance of the Dickson House: (a) Front Hall. Original curtain wall on the right of the hall; early 19th century curtain wall on the left of the hall; early moldings around all doors. (b) Room on Left of Hall. Greek Revival mantle; original molding around ceiling; original six-panel door; dado and chair rail; wooden walls on the west side; original federal window sash on left of mantle; all moldings around door and windows. (c) First Room on Right of Hall. Original six-panel door with hinges; one federal sash window on north and one federal sash window on west; wooden walls on east and south; dado with the marks showing the location of the older curtain wall; original trim around door and windows. (d) Second Room on Right of Hall. Original six-panel door; original trim around the door from the hall; dado; wooden wall on north. (e) Back Room. Mantle; dado with indications of the size of the original chimney; trim around doors and windows; woodwork boxing in the area under the stairs. (f) Stairs. Banister and railings (reproductions). (g) Larger Room Upstairs. Old door on right at top of the stairs with HL hinges that have never been removed from the door; early mantle; hearth bricks laid in sand; chair railing; baseboard; trim around the doorway leading to the stairs; one original federal sash window to right of fireplace and one to left. (h) Smaller Room Upstairs. Curtain wall and door of uncertain origin but of some age; demonstration of nogging; chair rail; baseboard; one original federal sash window on west side. (i) In Attic. Structural supports of the roof. (j) The Office. Both doors, largely original; very old mantle; one federc•l window sash on east side; all walls, ceilings and floors, largely original. (k) In the Whole House. All floors and ceilings, moldings around ceilings, all baseboards, the great majority of all of these items being original. No removal, relocation, or alteration of the above-mentioned architectural features shall be made without the prior written approval of the President or Executive Director of the Foundation; and neither the Dickson House nor any part thereof may be removed or demolished without the prior written approval of the President or Executive Director of the Foundation. 10. When seeking approvals under paragraphs 5, 6, 8 and 9, hereinabove, the Grantee shall give written notice to the Foundation. If the Foundation fails to respond within thirty (30) days, then the Grantee shall have the right to proceed according to its plans. The Foundation's decisions under said paragraphs 5, 6, 8 and 9 shall be based on the Secretary of the Interior's Standards for Rehabilitation and shall not be unreasonably withheld. 11. No living trees greater than 12 inches in diameter at a point 4 feet above the ground shall be removed from the Subject Property without the express written approval of DUR 1\F:\DOCS\BRH\REALESTA\23597 1 - 3 9 11/5/92 coming onto the Subject Property or of the general public; for the prevention or treatment of disease; or for the protection and safety of the Dickson House or other permanent improvements on the Subject Property. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a substantially similar species. If so requested, the Fund may approve the use of an alternate species. 12. The Grantee shall abide by all federal, state, and local laws and ordinances regulating the rehabilitation, maintenance and use of the property described herein. 13. The following options and rights of first refusal are hereby granted to and reserved by the Fund for itself, its successors and specific assigns: (a) If, at any time within 20 years from the date hereof, the Grantee, or any successor in title to the Subject Property, shall decide to sell such Subject Property, or any portion thereof, it shall give written notice of such decision to the Fund; and thereupon, in addition to all other rights of the Grantor hereunder, and not by way of limitation thereto, the Grantor, its legal successors or assigns, shall and is hereby given, an option to purchase such Subject Property at the original selling price of$75,000.00, together with any unamortized costs of the Grantee of any permanent improvements made on or about the Subject Property. If the Fund so decides to purchase the property, it shall notify the then owner of its willingness to buy the same within thirty (30) days of receipt by the Fund of such written notice of the then owner's decision to sell. (b) Further, and in addition to all other rights of the Grantor hereunder, and not by way of limitation thereof, in case of any contemplated sale of the Subject Property or any portion thereof by the Grantee or any successor in title thereto, first refusal as to any bona fide offer of purchase must be given to the Fund, its successors or assigns. If the Fund so decides to purchase, it shall notify the then owner of its willingness to buy upon the same terms within thirty (30) days of receipt of written notice of such bona fide offer. (c) And further, and in addition to all other rights of the Grantor hereunder, and not by way of limitation thereof, in the event of a violation of the covenants and agreements contained in paragraphs 5, 6, 8 and 9 herein, the Fund shall have an option to purchase the Subject Property, provided that it shall give the Grantee written notice of the nature of the violation and the Grantee shall not have corrected same within the ninety (90) days next following the giving of said notice. The purchase of the Subject Property, pursuant to the exercise of the option retained hereby, shall be at a price equal to the then market value of the Subject Property, subject to restrictive covenants, as determined by agreement of the then owner and the Fund, or, in the absence of such agreement, by a committee of three appraisers, one to be selected by the Fund, one to be selected by the then owner, and the other to be designated by the two appraisers selected by the Fund and the owner respectively. Provided, however, that if there are outstanding deeds of trust or other encumbrances against the Subject Property, any right to purchase shall be subject to said deeds of trust or encumbrances, and they shall either be satisfied or assumed as part of the purchase price. (d) It is understood that the conveyance of the Subject Property under a Deed of Trust to secure indebtedness of Orange County will not constitute a "sale" for the purposes of this paragraph 13; provided, however, any such conveyance shall be expressly subject to the covenants and restrictions set forth in this Deed. 14. Representatives of the Fund and the Foundation shall have the right to enter the Subject Property at reasonable times, after giving reasonable notice, for the purpose of inspecting the buildings and grounds to determine if there is compliance by the Grantee with the terms of these covenants. DUR 1\G:\DOCS\BRH\REALESTA\23596 1 - 4 - gill -A- 11/5/92 16. The Grantee covenants to carry out the duties specified herein and these restrictions shall be covenants and restrictions running with the land, which the Grantee, its successors and assigns, hereby covenants and agrees, in the event the Subject Property shall be sold or otherwise disposed of, will be inserted in the deed or other instrument conveying or disposing of the Subject Property. 17. In the event of a violation of these covenants and restrictions, all legal and equitable remedies, including injunctive relief, specific performance, and damages, shall be available to the Fund and/or the Foundation; and in the event any such damages are awarded to the Fund or the Foundation, insofar as is practical the same shall be used in the renovation and preservation of the Dickson House. No failure on the part of the Fund or the Foundation to enforce any covenant or restriction herein nor the waiver of any right hereunder by the Fund or the Foundation shall discharge or invalidate such covenant or restriction or any other covenant, condition or restriction hereof, or affect the right of the Fund to enforce the same in event of a subsequent breach or default. 18. Unless otherwise provided, the covenants and restrictions set forth above shall run with the land in perpetuity and, with the exception of the restrictions set forth in paragraph 2 hereinabove, shall terminate and be of no further force or effect only in the event that the Dickson House is damaged beyond restoration as a result of fire or other catastrophe. Damage beyond restoration is defined as damage to an extent exceeding fifty percent (50%) of the insurable value of the building. DUR_1\F:\DDCS\BRW\REALESTA\23597 1 — 5 pa r 443 11 EXHIBIT B SECRETARY OF THE INTERIOR'S STANDARDS FOR REHABILITATION (as of March, 1990) The Standards that follow were originally published in 1977 and revised in 1990 as part of Department of the Interior regulations • (36 CFR Part 67, Historic Preservation Certifications) . They pertain to historic buildings of all materials, construction types, sizes, and occupancy and encompass the exterior and the interior of historic buildings. The Standards also encompass . related landscape features and the building's site and environment as well as attached, adjacent or related new construction. The Standards are to be applied to specific rehabilitation projects in a reasonable manner, taking into consideration economic and technical feasibility. 1. A property shall be used for its historic purpose or be placed in a new use that requires minimal change to the defining characteristics of the building and its site and environment. 2. The historic character of a property shall be retained and preserved. The removal of historic materials or alteration of features and spaces that characterize a property shall be avoided. 3. Each property shall be recognized as a physical record of its time, place, and use. Changes that create a false sense of historical development, such as adding conjectural features or architectural elements from other buildings, shall not be undertaken. 4. Most properties change over time; those changes that have acquired historic significance in their own rights shall be retained and preserved. 5. Distinctive features, finishes, and construction techniques or examples of craftsmanship that characterize a property shall be preserved. • 6. Deteriorated historic features shall be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature shall match the old in design, color, texture, and other visual qualities and, where possible, materials. Replacement of missing features stall be substantiated by documentary, physical, or pictorial 7. Chemical or physical treatments, such as sand-blasting, that cause damage to historic materials shall not be used. The surface cleaning of structures, if appropriate, shall be undertaken using the gentlest means possible. 8. Significant archeological resources affected by a project shall be protected and preserved. If such resources must be disturbed, mitigation measures shall be undertaken. 9. New additions, exterior alterations, or related new construction shall not destroy historic materials that characterize the property. The new work shall be differentiated from the old and shall be compatible with the massing, size, scale, and architectural features to protect the historic integrity of the property and its environment. 10. New additions and adjacent or related new construction shall be undertaken in such a manner that if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired. �1- _ l 12 $45,000.00 PROMISSORY NOTE Hillsborough, NC January , 1993 For value received, being balance purchase money, the undersigned promises to pay to The Preservation Fund of Hillsborough, Inc., or order, the principle sum of Forty-five Thousand Dollars ($45,000.00),payable in lawful money of the United States of America at , Hillsborough, NC, or at such other place or places as the legal holder hereof may designate in writing; principle and interest to be due and payable as follows: $9,000.00 due and payable on July 1, 1993 and on each successive July 1 thereafter until the indebtedness evidenced hereby is paid in full; the final due date for payment, if not sooner paid, being July 1, 1997. The indebtedness evidenced hereby may be pre-paid in full or in part at any time without any penalty or premium. In the event of(a) default in payment of any installment of principal hereof as the same becomes due and such default is not cured within ten (10) days from the due date, or (b) default under the terms of any instrument securing this Note, and such default is not cured within fifteen (15) days after written notice to maker, then in either such event the holder may without further notice, declare the remainder of the principal sum, at once due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same at any other time. The unpaid principal of this Note and any part thereof, and all other sums due under this Note and Deed of Trust, if any, shall bear interest at the rate of twelve per cent (12%)per annum after default until paid. All parties to this Note hereby waive protest, presentment, notice of dishonor, and notice of acceleration of maturity and agree to continue to remain bound for the payment of principal, interest and all other sums due under this Note and the Deed of Trust notwithstanding any change or changes by way of release, surrender, exchange, modification or substitution of any security for this Note or by way of any extension or extensions of time for the payment of principal and interest; and all such parties waive all and every kind of notice of such change or changes and agree that the same may be made without notice or consent of any of them. Upon default the holder of this Note may employ an attorney to enforce the holders's rights and remedies and the maker of this Note hereby agrees to pay to the holder reasonable attorney's fees plus all other reasonable expenses incurred by the holder in exercising any of the holder's rights and remedies upon default. This Note is to be governed and construed in accordance with the laws of the State of North Carolina. This Note is given to evidence balance purchase money due, and is secured by a balance purchase money Deed of Trust, which is a first lien upon the property therein described. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers as of the day and year first above written. ATTEST: ORANGE COUNTY, NORTH CAROLINA Secretary By: [Corporate Seal] �1J1 r ,p SATISFACTION:The debt secured by the within Deed of Trust together with the note(s)secured thereby has been satisfied in full This the day of ,19— Signed: Recording:Time,Book and Page Tax Lot No. Parcel Identifier No. Verified by County on the day of ,19 by Mail after recording to MOORE & VAN ALLEN (RBRW) PO Box 3843, Durham, NC 27702-3843 This instrument prepared by MOORE & VAN ALLEN • Brief Description for the index • NORTH CAROLINA DEED OF TRUST THIS DEED of TRUST made this day of ,19 , by and between: GRANTOR TRUSTEE BENEFICIARY ORANGE COUNTY, N.C. THE PRESERVATION FUND OF HILLSBOROUGH, INC. Enter in appropriate block for each party:name,address,and,if appropriate,character of entity,e.g.corporation or partnership. The designation Grantor,Trustee,and Beneficiary as used herein shall include said parties,their heirs,successors,and assigns,and shall include singular,plural, • masculine,feminine or neuter as required by context. WITNESSETH,That Whereas the Grantor is indebted to the Beneficiary in the principal sum of Forty-five Thousand Dollars Dollars($45,000.00 as evidenced by a Promissory Note of even date herewith,the terms of which are incorporated herein by reference.The final due date for payment of said Promissory Note,if not sooner paid,is J u 1 y 1 , 199-7. NOW,THEREFORE,as security for said indebtedness, advancements and other sums expended by Beneficiary pursuant to this Deed of Trust and costs of collection(including attorneys fees as provided in the Promissory Note)and other valuable consideration,the receipt of which is hereby acknowledged,the Grantor has bargained,sold,given,granted anydreyed and does by these presents bargain,sell,give,grant and convey to said Trustee,his heirs,or successors,and • assigns,the parcel(s)of land situated in the.qiW of Hillsborough Hillsborough Township, • Orange County,North Carolina,(the"Premises")and more particularly described as follows: • . SEE ATTACHMENT A N.C.Bar Assoc.Form 5©1976,Revised©September 1985•Printed by Agreement with the N.C.Bar Assoc.—1981•James Williams&Co.,Inc.•Box 127•Yadkinville,NC 27055 heTrO einafte HAVE r set AND fort TO h. HOLD said Premises with all privileges and appurtenances thereunto belonging,to said Trustee,his heirs,successors,and assigns forever,upon th e ,terms and con bons,and for the uses lithe Grantor shall pay the Note secured hereby in accordance with its terms,together with interest thereon,and any renewals or extensions thereof in whole or in part,all other sums secured hereby and shall comply with all of the covenants,terms and conditions of this Deed of Trust,then this conveyance shall be null and vold and may be cancelled of record at the request and the expense of the Grantor.If,however,there shall be any default lal in the payment of any some due under the Note,this Deed of Trust or any other instrument securing the Note and such default is not cured within ten(10)days from the due date,or(b)if there shall be default in any of the other covenants,terms or conditions of the Note secured hereby,or any failure or neglect to comply with the covenants,terms or conditions contained in this Deed of Trust or any other instrument securing the Note and such default is not cured within fifteen(15)days after written notice,then and in any or such events,without further notice,it shall be lawful for and the duty of the Trustee,upon request of the Beneficiary,to sell the land herein conveyed at public auction for cash,after having first giving such notice of hearing as to commencement of foreclosure proceedings and obtained such findings or leave of court as may then be required by law and giving such notice and advertising the time and place of such sale in such manner as may then be provided by law,and upon such and any resales and upon compliance with the law then relating to foreclosure • proceedings under power of sale to convey title to the purchaser in as full and ample manner as the Trustee is empowered.The Trustee shall be authorized to retain an attorney to represent him in such proceedings. The proceeds of the Sale shall after the Trustee retains his commission,together with reasonable attorneys fees Incurred by the Trustee in such proceeding,be applied to the costs of s ale,including,but not limited to,costs of collection,taxes,assessments,costs of recording,service fees and incidental expenditures,the amount due on the Note hereby secured and advancements and other sums expended by the Beneficiary accurding to he provisions hereof and otherwise as required by the then existing law relating to foreclosures.The Trustee's commission shall be five percent(5%)of the gross proceeds of the sale or the minimum sum of S whichever is greater,for a completed foreclosure.in the event foreclosure is commenced,but not completed,the Grantor shall pay all expenses incurred by Trustee,including reasonable attomeys fees,and a partial commission computed on five per cent(5%)of the outstanding indebtedness or the above stated minimum sum,whichever is greater,in accordance with the followings schedule,to-wit:one.fourth P/,)thereof before the Trustee _ issues notice of hearing on the right to foreclosure;one.halrlAl thereof after Issuance of said notice;three-fourths N/I[hereof after such hearing;and the greater of the full commission or minimum sum after the initial sale. And the said Grantor does hereby covenant and agree with the Trustee as follows: 1,INSURANCE.Grantor shall keep all improvements on said land,now or hereafter erected,constantly Insured for the benefit of the Beneficiary against loss by f ire,windstorm and such other casualties and contingent--c c, in such manner and in such companies and for such amounts,not less than that amount necessary a pay the sum secured by this Deed of Trust,and as may be satisfactory to the Beneficiary.Grantor shall purchase such insurance,pay all premiums therefor,and shall deliver to Beneficiary such policies along with evidence of premium payment as long as the Note secured hereby remains unpaid.If Grantor fails to purchase such insurance,the principal of het Noessecoured by this Deed of Trust,along and thall bed a payment fe demand of Beneficiary.All proceeds from any insurance sosmaf toned shall at he amounts tion of paid eneciar bBeneficiary shall be added to the debt secured hereby and if payable in Installments,applied in the inverse order of and of such installments or to the repair or reconstruction of any option Beneficiary applied hereby p ya pp maturity y'mprovemenls located upon the Property. 2.TAXES,ASSESSMENTS.CI IARGLS..Grantor shall pay all taxes assessments and rharges,wmay be lawfully levied against said Pnnnhec wihin,hiay HIP days after the.,um'sirul1 tier time due'In he,•,rn I1.et(,1.1111,,, fails to so pay all taxes,assessments and charges as herein required,thensBeneilcwry,at his option,may pay the same and the amounts so paid shall be added to the principal of the Note ses teed by the Decd of I iuv,and shall be due and payable upon demand of Beneficiary, 3,ASSIGNMENTS OF RENTS AND PROFITS.Grantor assigns to Beneficiary,in the event of default,all rents and profits from the land and any improvements thereon,and authorizes Beneficiary to enter upon and take possession of such land and improvements,to rent same,at any reasonable rate of rent determined by Beneficiary,and after deducting from any such rents the cost of reletting and collection,to apply the remainder to the debt secured hereby. 4.PARTIAL RELEASE.Grantor shall not be entitled to the partial release of any of the above described property unless a specific provision providing therefor is included in this Deed of Trust.In the event a partial release provision is included in this Deed of Trust,Grantor must strictly comply with the terms thereof.Notwithstanding anything herein contained,Grantor shall not be entitled to any release of property unless Grantor is not in -- default and is in full compliance with all of the terms and previsions of the Note,this Deed of Trust,and any other instrument that may be securing said Note. 5.WASTE.The Grantor covenants that he will keep the Premises herein conveyed In as good order,repair and condition as they are now,reasonable wear and tear excepted,and will comply with all pv,omn,ental requirements respecting the Premises or their use,and that he will not commit or permit any waste. 6.CONDEMNATION.In the event that any or all of the Premises shall be condemned and taken under the powerof eminent domain,Grantee shall give immediate written notice to Beneficiary and Beneficiary shall have the right to receive and collect all damages awarded by reason of such taking,and the right to such damages hereby is assigned to Beneficiary who shall have the discretion to apply the amount so received,or any part thereof,to the indebtedness due hereunder and if payable in installments,applied in the inverse order of maturity of such installments,or to any alteration,repair or restoration of the Premises by Grantor. 7,WARRANTIES.Grantor covenants with Trustee and Beneficiary that he is seized of the Premises in fee simple,has the right to convey the same in fee simple,that title is marketable and free and clear of all encumbrances, and that he will warrant and defend the title against the lawful claims of all persons whomsoever,except for the exceptions hereinaftersrated.Title to the property hereinabove described is subject to the following exceptions: Easements and restrictions of record. 8.SUBSTITUTION OF TRUSTEE.Grantor and Trustee covenant and agree to and with Beneficiary that in case the said Trustee,or any successor trustee,shall die,become incapable of act ing.renounce his trust,or for any reason the ed to all l rights,powers and duties of the Trustee. © THE FOLLOWING PARAGRAPH,9.SALE OF PREMISES,SHALL NOT APPLY UNLESS THE BLOCK TO THE LEFT MARGIN OF THIS SENTENCE IS MARKED AND/OR INITIALED. 9.SALE OF PREMISES.Grantor agrees that if the Premises or any part thereof or interest therein is sold,assigned,transferred,conveyed or otherwise alienated by Grantor,whether voluntarily or involuntarily or by operation of law[other than:(if the creation of a lien or other encumbrance subordinate to this Deed of Trust which does not relate to a transfer of rights of occupancy in the Premises;(ii)the creation of a purchase money security interest for household appliances;(kit a transfer by devise,descent,or operation of law on the death of a joint tenant or tenant by the entirety;Ire)the grant of a leasehold Interest of three(3)years or less not contain- ing an option to purchase;(via transfer to a relative resulting from the death of a Grantor;lvi)a transferwhere the spouse orchildren of the Grantor become the owner of the Premises;lviil a transfer resulting from a decree of a dissolution of marriage,legal separation agreement,or from an incidental property settlement agreement,by which the spouse of the Grantor becomes an owner of the Premises;(veil)a transfer into an inter vivos trust in • • which the Grantor is and remains a beneficiary and which does not relate to a transfer of rights of occupancy in the Premises],without the prior written consent of Beneficiary,Beneficiary,at its own option,may declare the Note secured hereby and all other obligations hereunder to be forthwith due and payable.Any change in the legal or equitable title of the Premises or In the beneficial ownership of the Premises,including the sale, conveyance or disposition of a majority interest in the Grantor if corporation or partnership,whether or not of record and whether or not forconsideration,shall be deemed to be the transfer of an interest in the Premises. 10.ADVANCEMENTS.If Grantor shall fail to perform any of the covenants or obligations contained herein or in any other instrument given as addhlonel security for the Note secured hereby,the Beneficiary may,but without obligation,make advances to perform such covenants or obligations,and all such sums so advanced shall be added to the principal sum,shall bear interest at the rate provided in the Note secured hereby for sums due after default and shall be due from Grantor on demand of the Beneficiary.No advancement or anything contained in this paragraph shall constitute a waiver by Beneficiary or prevent such failure to perform from constituting an event of default. 11.INDEMNITY.If any suit or proceeding he brought against he Trustee:or Beneficiary or if any suit or proceeding be brought which may afhet the value or title of the Premis,•s,Grantor shall defend,i,demmfy amt hold h rml n s d u d v,,d reimburse Trustee or Beneficiary from any loss,cost,damage or expense and any ruins expended by Trustee or genoticiury shall bear interest,ss provided in the Note soured hereby for sums dues after default and shall he due and payable on demand. 12.WAIVERS.Grantor waives all rights to require marshalling of assets by the Trustee or Beneficiary.No delay or omission of he Truster or Beneficiary in he exercise of any right,power co remedy arising under he Note or this Deed of Trust shall be deemed a waiver of any default or acquiescence therein or shall impair a the exercise of such right,power or remedy by Trustee or Beneficiary at any other fine. 13.CIVIL ACTION.In the event that the Trustee is named as a party to any civil action as Trustee i in ohisaDeed of Trust,the Trustee shall he entitled to employ an attorney at law,including himself if he is a licensed agency,to represent him in said action and the reasonable attorney's fee of the Trustee in such action shall be paid by the Beneficiary and added to the principal of the Note secured by this Deed of Trust and bear interest at the rate provided in the Note for trims due after default. 14.PRIOR LIENS.Default under the terms of any instiumvnt secured bye hen to which this(]vest of Trust is subordinate shall constitute default hereunder. 15.OTHER TERMS. • IN WITNESS WHEREOF,the Grantor has hereunto set his hand and seal,or i£corporate,has caused this instrument to be signed in its corporate name by its duly authorized officers and its seal to be hereunto affixed by authority of its Board of Directors,the day and year first above written. (Corporate Name) a. ORANGE COUNTY, NORTH CAROLINA O (SEAL) • By' = (SEAL) President ATTEST: m (SEAL) Secretary(Corporate Seal) (SEAL) • SEAL-STAMP NORTH CAROLINA, County, Y _= I,a Notary Public of the County and state aforesaid,certify that A Grantor, personally appeared before me this day and acknowledged the execution of the foregoing instrument.Witness my hand and • official stamp or seal,this day of ,19 • t y - My Commission expires: • _ _ Notary Public • SEAL-STAMP NORTH CAROLINA, County. I,a Notary Public of the County and state aforesaid,certify that • personally appeared before me this day and acknowledged that_he is Secretary of a North Carolina corporation,and that by authority duly El given and as an act of the corporation,the foregoing instrument was signed in its name by its President,sealed with its corporate seal and attested by as its Secretary, Witness my hand and official stamp or seal,this day of ,19 My Commission expires: Notary Public • - The foregoing Certificate(s)of • is certified to be correct.This instrument and this certificate are duly registered at the date and time and in the Book and Page shown on the first page hereof, REGISTER OF DEEDS FOR COUNTY gy Deputy/Assistant-Register of Deeds. N.C.Bar Assoc,Form No.5©1976,Revised©September 1985•Printed by Agreement with the N.C.Bar Assoc.—1981•James Williams&Co.,Inc.•Box 127•Yadkinyille,NC 27055 P d-J-91 ATTACHMENT A BEGINNING at a concrete monument in the Northwest corner of the intersection of Cameron Street and Margaret Lane in the Town of Hillsborough (which beginning point is located South 18 deg. 35 ' 21" West 302 .52 feet from N.C. Geodetic Monument "Street" ) ; thence from said beginning point along the West right-of-way line of said Cameron Street North 5 deg. 37 ' 51" East 264 . 00 feet to a concrete monument in the Southwest corner of the intersection of said Cameron Street and King Street; thence along the South right-of-way line of said King Street North 84 deg. 00 ' West 327 . 36 feet to a concrete monument in said right-of-way line, the Northeast corner of the lot formerly owned by Gladys L. Coley ( said point being marked "X" on the Plat hereinafter referred to) ; thence along the . line of said Coley lot South 3 deg. 27 ' 01" West 202 . 31 feet to a concrete monument (said point being marked "Y" on said Plat) ; thence along the East line of lot owned by Z . R. Roberts South 6 deg. 32 ' 30" West 61. 81 feet to a concrete monument in the North right-of-way line of said Margaret Lane, the Southeast corner of said Roberts ' lot; thence along the North right-of-way line of Margaret Lane South 84 deg. 00 ' East 320 . 60 feet to the place or point of beginning and containing 1 . 956 acres, more or less, according to survey and plat of Davison Timber Management Service, Inc . , dated December 30, 1965, and January 4, 1966, entitled "PROPERTY OF CHARLES H. BLAKE" , and which plat is duly recorded in Plat Book 15, Page 2 , Orange County Registry. SAVING AND EXCEPTING from the above-described property the Western portion thereof formerly conveyed by CHARLES H. BLAKE and wife, HELEN L. BLAKE, to the UNITED STATES POSTAL SERVICE, as recorded in Deed Book 251 at page 1595, Orange County Registry, and described as follows : BEGINNING at a 4" x 4 " concrete monument in the South property line of King Street, said point standing South 84 deg. 03 ' East 497 . 64 feet from the Southeast intersection of King and Churton Streets, said point being the Northeast corner of Central Telephone Company lot, running thence from said beginning point along and with the South line of said King Street South 84 deg. 03 ' East 197 . 36 feet to a 4 " x 4 " concrete monument, a new corner with Charles H. Blake; thence along and with the West line of said Blake South 5 deg. 35 ' West 264 feet to a 4 " x 4 " concrete monument in the North property line of Margaret Lane said point being the Southwest corner of said Blake; thence along and with the North line of said Margaret Lane North 84 deg. 00 ' West 190 . 60 feet to a concrete monument the Southeast corner of Zepheniah R. Roberts lot; thence along and with the East line of said Roberts lot North 6 deg. 22 ' East 61 . 81 feet to a 4 " x 4 " concrete monument; thence along and with the East line of said Roberts and said Telephone Company North 3 deg. 24 ' East 202 . 31 feet to the point or place of BEGINNING, containing 50, 859 . 13 square feet according to survey and plat by Robert A. Jones & Associates, Registered Surveyors, dated September 3 , 1974 . ATTACHMENT A (continued) BEING THE SAME PROPERTY conveyed to The Preservation Fund of Hillsborough, Inc . from Helen L. Blake (widow) by deed recorded in Book 388 at page 365 in the Orange County Registry. The above-described property is conveyed subject to the agreements , easements, convenents and restrictions set forth ( 1) in the aforesaid deed recorded in Book 388 at page 365 in the Orange County Registry as amended by that certain Deed of Release and Agreement recorded in Book 779 at page 228 in the Orange County Registry, and (2 ) in Exhibit A attached to this Deed and made a part hereof, all as if the same were more particularly herein set forth; which said agreements, easements, convenents and restrictions shall run with the land and be binding upon the grantee, it successors and assigns forever; and by its acceptance of this deed, the grantee, for itself, it successors and assigns, hereby agrees to be bound by the same. 17 r ,11 NORTH CAROLINA OPERATING AGREEMENT - ORANGE COUNTY ORANGE COUNTY VISITORS ' CENTER This Operating Agreement made as of February 1, 1993 , by and among Orange County, North Carolina (the County) , the Hillsborough Area Chamber of Commerce, Inc . (the Chamber) and the Preservation Fund of Hillsborough, Inc . (the Fund) . WITNESSETH: WHEREAS the Fund has agreed to convey to the County title to the Alexander Dickson House and its lot, 150 East King Street, Hillsborough, together with the outbuildings situated thereon, one of which is known as "the office" and the other of which contains , restrooms , all of the property being herein referred to as "the premises ; WHEREAS the parties to this agreement desire to see that visitor services continue to be offered to persons visiting Orange County and Hillsborough, recognizing the economic, cultural and educational advantages from so doing; and WHEREAS the parties wish to see that "the premises " are used, insofar as is feasible, for providing these services; and WHEREAS the parties wish to insure that "the premises " are maintained at a level appropriate to their historical significance and to their location in the center of the county seat of Orange County: NOW THEREFORE the parties agree as follows : 1 . Initial Repairs . It is recognized that certain repairs to the Dickson House have recently been performed on behalf of the 1 18 Chamber by Todd Dickinson as specified in a July 2 , 1992 proposal by Dickinson. These repairs include repair or replacing of defective siding, chimney mortar and caulking. The Chamber and the Fund agree to undertake the repair or replacement of the shutters on the building in accordance with the July 2 , 1992 Todd Dickinson proposal to do so. The shutter repair or replacement shall be completed as soon as feasible and in no event more than three months from the date of this agreement . The Chamber and the Fund hereby assign to the County all warranties , express or implied, available to each regarding the repair work described herein and agree to cooperate with the County and to "lend" the name of each or both to any warranty claim pursued by the County concerning this repair work. 2 . Lease of the Premises . The County agrees that it will lease the premises to the Chamber for a period of two years beginning March 1, 1993 . The County and the Chamber agree to enter into a lease agreement substantially in the form of "Exhibit A" to this Operating Agreement. The Chamber agrees that during the lease period it will operate the Orange County Visitors ' Center ( "the Center" ) on the premises . The Center shall be open to the public during all regular business hours and, insofar as possible, on weekends . The County Economic Development Commission supports and endorses the Center. It is, however, understood by the parties to this agreement that the County is not the operator of the Center. 2 19 3 . Maintenance of the Premises . During the term of any lease between the County and the Chamber, maintenance of the premises shall be as provided in the lease and as provided in the deed of the premises from the Fund to the County. Any obligation assumed by the County in a lease agreement for the premises to maintain the grounds of the premises shall expressly exclude the obligation to maintain the fenced/walled garden known as "Helen ' s Garden; " the maintenance of that garden is and shall continue to be, at least for the initial lease period, an obligation of the Fund. 4 . Advisory Committee. A committee shall be formed to advise the County and the Chamber on the operation of the visitors ' center and on the maintenance of "the premises . " This committee shall consist of one representative from each of the following organizations : --The County --The Chamber --The Fund --The Town of Hillsborough --The Alliance for Historic Hillsborough, Inc . It shall be the responsibility of each of these organizations to assure that at each duly called meeting of the committee some one is present representing the organization and with authority to speak for it. The advisory committee, acting for the Chamber, shall have authority to determine what furnishings are appropriate for "the premises . " The committee may appoint knowledgeable people to help it with this task. 3 20 It is recognized that the maintenance of historic properties is more costly than is the maintenance of county buildings that are not historic . In order to insure that "the premises " are maintained at the high level required and without undue burden on the County, the advisory committee shall attempt to raise funds that will supplement the County's funds and help insure the proper maintenance. The Chamber and the Fund, recognizing that this additional level of support is needed, agree that during the initial lease period and any extensions thereof each will also work to help raise these additional funds . All funds raised for this purpose will be placed in an escrow account to be used only for maintenance of "the premises " and only with the approval of the Fund. IN TESTIMONY WHEREOF the parties have executed this agreement in triplicate originals, each by authority duly given. ORANGE COUNTY By HILLSBOROUGH AREA CHAMBER OF COMMERCE, INC. By PRESERVATION FUND OF HILLSBOROUGH, INC. By This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. By: Kenneth Chavious, Finance Director 4 °- 21 NORTH CAROLINA LEASE ORANGE COUNTY This lease agreement, dated the first day of February, 1993 , by and between Orange County, North Carolina, hereinafter called the "County" and the Hillsborough Chamber of Commerce, hereinafter called the "Chamber" . WITNESSETH: 1. PREMISES LEASED The County hereby leases to the Chamber and the Chamber hereby leases from the County the following described property, hereinafter called the "leased premises " . The property described in the deed recorded in Book 388 at page 365 in the Orange County Registry being the same property conveyed to the County from the Preservation Fund of Hillsborough, Inc . by deed recorded in Book at page in the Orange County Registry on , 199 2 . TERM OF LEASE This lease shall become effective and possession of the leased premises surrendered to the Chamber commencing on March 1, 1993 and unless sooner terminated as herein provided shall exist and continue for a term of two years . The Chamber shall have an option to renew this lease for additional terms of two years upon such terms as are agreed by the Chamber and the County. 3 . RENT The Chamber agrees to pay the County rent in the amount of $125 per month; payment due and payable, in advance, on the first 1 22 day of each and every month. Rent shall be paid to the County at such location as is designated by the County in writing to the Chamber. 4 . USE OF PREMISES The Chamber shall use the leased premises for the purpose of conducting Chamber business and the operation of the Orange County Visitors ' Center ( "the Center" ) . The Chamber may grant subleases to others engaged in work that is complementary to the operation of the Center under the stipulations set forth in paragraph 6 of this lease. 5. NOTICES For the purpose of notice or demand, the respective parties shall be personally delivered or served by certified or registered mail, return receipt requested, addressed to County or Chamber at their respective office address, as set forth herein: TO COUNTY: Orange County Director of Purchasing and Central Services PO Box 8181 Hillsborough, NC 27278 TO CHAMBER: Hillsborough Chamber of Commerce Chamber President 150 East King 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 2 por 3 23 postmarked shall be the time and date on which such communication is deemed to have been given. 6 . ASSIGNMENT AND SUBLEASE Chamber shall not assign or sublet any part of the leased premises without the written consent of the County. Provided, however, written consent of the County is not required for any sublease or subleases that do not exceed sixty ( 60 ) days in duration and are with subtenants whose work is complementary to the operation of the Center. The County however, shall be notified in writing of any such sublease within thirty ( 30 ) days of commencement of the sublease. Such assignment or sublease shall in no way relieve the Chamber of any obligations hereunder for the payment of rents or the performance of the conditions and provisions of this lease. 7 . COVENANT OF TITLE The County 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 County's title shall fail or it shall be discovered that the County's title does not permit the County to grant the term hereby demised, the Chamber's remedy, which shall be exclusive of all other remedies shall be: a . Annul and void this lease; and b. Be indemnified by the County against any claims against the Chamber for rents paid by the Chamber to the County under this lease . 3 24 8. QUIET ENJOYMENT The County agrees that the Chamber, upon paying the stipulated rental and keeping and performing the agreement and covenants herein contained, shall hold and enjoy the leased premises for the lease term, subject to the terms of this lease . 9 . RIGHT OF ENTRY The Chamber agrees that the County or its designee shall have the right to enter the leased premises for any lawful purpose during normal business hours or any other time with consent of the Chamber. 10. INSURANCE PROPERTY DAMAGE: The County shall provide Fire and Extended coverage insurance to the leased premises . Contents shall be insured by the Chamber; the Chamber shall also insure any improvements and betterments made by it to the leased premises to the insurable value thereof. Unless the parties agree otherwise, any proceeds collected upon all such policies of insurance shall be used to repair and/or replace the leased premises, improvements or betterments so damaged or destroyed, and such repairs and/or replacements shall be prosecuted promptly by both the County and the Chamber with such insurance funds . In the event of total destruction of the Dickson House located on the leased premises by fire or other casualty, this lease shall terminate as of the date of such destruction, unless the County, the Chamber and the Preservation Fund of Hillsborough mutually 4 / -f yr 4 agree to in, some manner have the Dickson House restored, during which restoration period the Chamber shall be excused from the rental payment . In the event of partial destruction of the Dickson House which renders it unsuitable for the Chamber's business , the parties shall repair and restore the Dickson House as quickly as practical and during such period of repair and restoration there shall be an abatement to the Chamber of the rental amount proportionate to the portion of the floor area of the Dickson House rendered unsuitable for Chamber business . PUBLIC LIABILITY: The Chamber shall at all times during the term of this lease keep in effect comprehensive liability insurance in the amount of at least $1, 000, 000 for any occurrence resulting in bodily and personal injury to or the death of one person and consequential damages arising therefrom, and in the amount of at least $1, 000, 000 for any such occurrence for more than one person. 11. INDEMNITY The Chamber agrees to indemnify and save harmless the County 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 leased premises occasioned in whole or in part by any act or omission on the part of the Chamber or an employee, agent, visitors, assign or undertenant of the Chamber or by reason of any unlawful use of the leased premises or any breach violation or nonperformance of any covenant in this lease on the 5 26 part of the Chamber to be observed or performed, and also for any matter or thing growing out of the occupancy or use of the leased premises by the Chamber. 12 . REPAIR AND MAINTENANCE COUNTY REPAIRS AND MAINTENANCE : The County agrees to: 1 . Keep, repair and maintain the structural integrity of the buildings and maintain the exterior of the building not made necessary by the fault, act or negligence of the Chamber, its agents, sublessees, employees or business invitees . 2 . Maintain the grounds on the leased premises with the exception of the garden known as "Helen's Garden" and any other garden areas which may be established in the future by the Chamber or at its direction. 3. Keep, repair and maintain: heat and air conditioning systems in the leased premises, plumbing and electrical maintenance to services (not including routine plumbing and electrical repairs within the buildings ) not made necessary by the fault, act or negligence of the Chamber, its agents, sublessees , employees or business invitees . 4 . Respond promptly to notice from the Chamber of needed repairs . CHAMBER REPAIRS AND MAINTENANCE: The Chamber agrees to: 1 . Keep the interior of buildings on the leased premises in good condition and repair, excepting obligations which are the 6 e 4;z /'9327 responsibility of the County as noted above or which are made necessary by reason of fire and other unavoidable casualties covered by the County's fire and extended coverage insurance, and excepting reasonable wear and tear. Such repair and maintenance responsibility of the Chamber shall include: walls and ceilings (including the painting thereof) ; maintenance of floors , cleaning of all buildings ; routine plumbing and electrical repairs within the buildings . 2 . The Chamber shall notify the County by contacting its Public Works Administrative office, of any needed repairs . 13. ADVISORY COMMITTEE A committee shall be formed to advise the County and the Chamber on the operation of the visitor's center and on the maintenance of the leased premises . This committee shall consist of one representative from each of the following organizations : The County The Chamber The Hillsborough Preservation Fund The Town of Hillsborough The Alliance for Historic Hillsborough, Inc . Any repair, maintenance or alternation to the leased premises which affects the appearance of the interior or exterior of the buildings or the grounds on the leased premises , must receive approval of the committee prior to the commencement of any work. Repairs to heat and cooling systems, electrical and plumbing 7 28 maintenance, cleaning of the buildings , and routine grounds maintenance shall not require prior approval by the committee. 14. ALTERATIONS Any alterations to the leased premises made by the Chamber upon approval of the Advisory Committee shall become property of the County and shall remain upon and be surrendered with the leased premises as a part thereof at the expiration or earlier termination of this lease. 15. UTILITIES The Chamber shall be solely responsible for and promptly pay all charges for heat, water, sewer, gas, electricity or any other utility used or consumed in the leased premises, including associated deposits and connection fees . 16. SIGNS The Chamber reserves the right to install signage it deems appropriate to properly direct the public to the services offered at the leased premises . Prior to sign installation the Chamber agrees to submit to County for County approval plans for signage, which approval shall not be unreasonably withheld. All signs erected by the Chamber shall comply with all requirements of public authorities having jurisdiction with respect thereto. 17 . 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. 29 Hillsborough Chamber of Commerce By: Chamber President Attest: Chamber Secretary County of Orange By: Moses Carey, Jr. , Chair Attest: Beverly A. Blythe, Clerk This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. By: Kenneth Chavious, Finance Director 9