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HomeMy WebLinkAboutAgenda - 10-04-1993 - VIII-C 1 ORANGE COUNTY BOARD OF COMMISSIONERS Action Agenda Item No. V1 -e°_ ACTION AGENDA ITEM ABSTRACT Meeting Date: October 4, 1993 SUBJECT: LEASE APPROVAL; SPACE AT 110 S. CHURTON STREET, HILLSBOROUGH, NC DEPARTMENT: PURCHASING AND CENTRAL SERVICES' PUBLIC HEARING: YES: NO:XX ATTACHMENT(S): INFORMATION CONTACT: PAM JONES, ext. 2650 Draft Lease Telephone Number- Hillsborough 732-8181 Chapel Hill 967-9251 Mebane 227-2031 Durham 688-7331 PURPOSE: To consider a lease with Carolina Capital Resources, for property at 110 S. Churton Street, Hillsborough, NC. BACKGROUND: For quite some time, the County has been seeking a suitable and economically feasible solution to some departmental overcrowding and program access issues. We have been offered the opportunity to lease approximately 4,416 square feet at 110 S.Churton Street which would allow us to address some of the more acute needs. General information regarding the property is as follows: Location: 110 S.Churton Street (Present location of Howard,Perry Walston Realtors,Judith Hauser, Attorney and Secretary II.) Owner: George Horton General Building information: Building is two-story with 2208 s.f. upstairs and 2200 s.f. downstairs. Space is configured in a usable mix of office and open areas. The building is for all intents and purposes, new and remains in very good condition. Cost data: Lease amount would be$13 s.f.for a full service lease;total annual lease amount $57,408. This includes all utilities and cleaning services,as well as taxes and insurance. The tenants proposed for the leased premises include: OPC Mental Health-Family Counseling Commission for Women JTPA Durham Tech, Adult Basic Education program Justification for the proposed relocations include: OPC FAMILY COUNSELING: Family Counseling is presently located in the Richard E.Whiffed Human Services Building. Although relief of the acute overcrowded conditions which presently exist for both DSS and the Health Department will be somewhat mitigated upon completion of the Southern Human Services Building, the current space situation has reached critical proportions. 2 The acquisition of this lease would allow Family Counseling to occupy the entire 2200 square feet on the second floor of 110 S. Churton. The second floor is not elevator equipped, however, the conference room on the first floor would be available in the event reasonable accommodations for a client were needed. Family Counseling occupies approximately the same square footage at the Whiffed Building, which would presumably be reallocated to resident departments as the need dictates. DURHAM TECH ADULT BASIC EDUCATION PROGRAM: The classroom is presently located in an upstairs area which is not handicapped accessible. If this lease were acquired,the classroom would be located to the rear of the leased premises, which would allow them not only a private entrance, but would further allow convenient access to a brick patio, located adjacent to the rear entrance. The patio would provide a suitable area for break time as well as before class congregation. JTPA:The JTPA program has been located in the "Law Office" at the corner of Margaret Lane and Court Street for almost two years. It was placed there as a summer program, but the program was extended and the space was never vacated. There is no heat nor restroom facilities in the Law Office. COMMISSION FOR WOMEN: This office is presently located upstairs in a building without second floor handicapped access. If the Human Relations ordinance is approved, its enforcement will be assumed by the employees in this Department. The leased premises are located in an easily accessible area with on-street parking immediately in front, thereby making service delivery more convenient for the clients. Since the offices would be located on the first floor,handicapped access in greatly improved as well. In addition, as described later in this abstract, the relocation of this function allows a more favorable revenue stream when financing the lease. POTENTIAL FUNDING FOR THE LEASE: If we choose to pursue this lease, funding is potentially available with minimal amount of new money required. The proposed funding scenario is as follows: SOURCE OF REVENUE ASSOCIATED ADDITIONAL REVENUE REVENUE NEEDED Savings from the Collins Building lease $880/month): $10,560/year (Made possible through relocation of the Durham Tech Adult Basic Education Program.) Revenue from State for Child Support Enforcement $24,124/year space ($36,552 x 66%) (Made possible by the relocation of the Commission for Women and by direct reimbursement requests rather than requesting reimbursement through the indirect cost method.) Total "existing" funds: $34,684/year Total expense for lease: $57,408/year New money needed to fund lease: (Funding source $22,724/year recommended: Commissioner's Contingency fund.) 3 Highlights of the proposed terms and conditions of the lease are as follows: ♦Five-year term with five-year renewable option. 1$13 per square foot lease amount. ♦Escalation clauses equal to annual CPI. *Cleaning of facility is included. •Utilities are included, with exception of telephone service. ♦Maintenance is included. •Taxes and insurance costs are included. RECOMMENDATION: The Manager recommends that the Board approve a lease, contingent upon attorney and staff review, with Carolina Capital Resources (CCR), for 4416 square feet at 110 S. Churton Street, Hillsborough, NC, for a term of five-years at a lease amount of $13/sq.ft., lease escalation to be based on annual CPI;and authorize the expenditure of Commissioner's Contingency funds in an amount not to exceed $22,724; and authorize the Director of Purchasing and Central Services to serve notice of intent to vacate upon the Landlord of the space presently occupied by the Durham Tech Adult Basic Education Program; and authorize the Chair to sign on behalf of the Board. A4DD/ iG�Tio/k)s ikFLy qtr `f i'rJ -EGTID . HnIV STATE OF NORTH CAROLINA LEASE AGREEMENT COUNTY OF ORANGE THIS LEASE AGREEMENT, made and entered into this , the day of October, 1993 , by and between CCR BUILDING JOINT VENTURE, a North Carolina partnership, hereinafter referred to, as "LANDLORD" , and COUNTY OF ORANGE, a North Carolina corporation, hereinafter referred to as "TENANT" . W I T N E S S E T H: 1 . PREMISES . Landlord hereby leases to Tenant and Tenant leases from Landlord, for the term and upon the terms and conditions hereinafter set forth, the premises described in "EXHIBIT A" , attached hereto and made a part hereof containing approximately 4, 416 square feet , together with the right to use all adjoining parking areas, driveways , sidewalks, roads , alleys and means of ingress and egress , insofar as Landlord has the power to lease or license the use thereof (all hereinafter referred to as the "Premises" ) . 2 . TERM. The term of this Lease shall commence on the date that Landlord tenders possession to Tenant, free and clear of all tenancies except those that Tenant chooses to accept as subtenants, ( "Commencement Date" ) but not later than December 1, 1993 , and shall continue for a term of one hundred twenty months (plus the number of days from the acquisition date until the first day of the next succeeding month) , unless sooner terminated as hereafter provided. In the event that Landlord has not tendered possession acceptable to Tenant on or before December 1, 1993 , then this Lease shall , at the option of either party, be terminable upon written notice without liability of either party to the other. A Lease Year shall be a term of twelve months commencing on the first day of the month following the Commencement Date (or the Commencement Date if that is the first day of a month) , or any subsequent twelve month period. 3 . GUARANTEED MINIMUM RENTAL . The Tenant agrees to pay to the Landlord at the office of the Landlord or at such other place designated by the Landlord, the guaranteed rental of $4, 784 . 00 per month payable on or before the let day of each calendar month commencing with the Commencement Date ( "Initial Rental Rate" ) . Effective on the first day of each Lease Year after the first Lease Year ( "Adjustment Date" ) , the Guaranteed Minimum Rental 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 appl icable indices determined by the United States Bureau of Labor Statistics (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 5 ifJ , L 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 rental . Anything contained herein to the contrary notwithstanding, in the event that the adjustment would reduce the monthly rental from the monthly rental in effect for the preceding Lease Year, no such adjustment shall be made and the rental then in effect shall continue through the next Adjustment Date . Any other sums of money or charges to be paid by the Tenant pursuant to the provisions of any other section of this Lease other than the Guaranteed Minimum Rental shall be designated as "Additional Rent" . 4 . LATE CHARGES . If the Tenant fails to pay, when due and payable, any rent or any amount or charge of any kind or character provided for in this Lease, such unpaid amount shall bear interest at the maximum lawful rate from the date due to the date of payment ; but, if there is no maximum interest rate, then the rate of Eighteen (180) per cent per annum. In addition to such interest, if Tenant shall fail to pay any monthly installment of guaranteed minimum rental, by the 5th day of the month in which such installment is due, a late charge equal to four (4%-) per cent • of the monthly installment of guaranteed minimum rental shall be assessed and shall accrue for each fifteen (15) days beyond said 5th day of the month until such rental, including the interest and late charge, is paid in full, provided that in no event may any late charge and/or interest provided herein exceed the maximum permitted by law. 5 . USE OF PREMISES . The Tenant shall use the premises solely for general offices for the Department of Purchasing and Central Services and Tenant shall not use or permit the premises to be used for any'. other purpose or purposes except with the prior written consent of the Landlord. Tenant covenants that it : (a) Will comply with all governmental laws, ordinances, regulations and requirements now in force or which hereafter may be in force, of any lawful governmental body or authority having jurisdiction over the premises ; (b) Will keep the premises and every part thereof in a clean, neat and orderly condition, free of noise, odors or nuisances which are objectionable to the Landlord or Tenant' s neighbors; (c) Will in all respects and at all times fully comply with all health and police regulations ; and (d) Shall not overload the floors or permit or allow any waste, abuse, deterioration or distinctive use of the premises to occur. Tenant will not place or cause to be placed or maintain on any - exterior door, wall or window of the leased premises y i II- awning or canopy, advertising matter or any other thing f g Y g of an kind, and will not place or maintain any decoration, lettering or advertising matter on the glass or any window or door of the premises without full compliance with all applicable ordinances . Tenant further agrees to maintain such sign, awning, canopy, decoration, lettering, advertising matter or other thing as may be approved in good condition and repair at all times . 6 . UTILITIES . Landlord shall pay for all utility costs serving the leased premises . 7 . UTILITIES AND SERVICES . . Landlord shall maintain the Premises, including the mechanical , plumbing and electrical equipment serving the Building in reasonably good order and condition, except for damage occasioned by the acts of Tenant or any of Tenant' s employees, agents, guests, invitees or contractors , which damage shall be repaired by Landlord at Tenant' s expense . Landlord agrees to furnish to the Premises during normal business hours : a . heating and air-conditioning required for the comfortable use and occupation of the Premises; b . water to the restrooms and any faucets; c . electric current in reasonably sufficient amounts for normal business use; and d. janitorial services five (5) days a week during normal cleaning hours . 8 . REPAIRS . Tenant acknowledges that the Premises are being delivered for occupancy on an "as is, where is" basis, and that Landlord shall not be required to perform any work of any kind or nature whatsoever to prepare the Premises for Tenant, except to have the Premises cleared of litter and garbage. Tenant shall have the right to install, maintain and repair any improvements to the Premises which it desires, provided that all such work ( "Tenant Improvements" ) shall be approved by Landlord in advance, which consent shall not be unreasonably withheld or delayed. All such work shall be completed in accordance with applicable building codes and with proper building permits . Copies of any drawings shall be supplied to Landlord. After completion of the Tenant Improvements, Landlord shall be responsible at its own costs for maintenance and repairs of the Premises, provided, however, that Landlord shall not be responsible for repairs caused by Tenant, Tenant' s employees, agents, contractors or business invitees, all of which shall be repaired at the sole cost and expense of Tenant . All Tenant Improvements shall become the property of the Landlord at the termination of this Lease, and the Premises shall be delivered to the Landlord at the termination of this Lease in the 7 n same condition as exists after the completio' �'f' l e -Teriant Improvements , ordinary wear and tear excepted. In the event that any Tenant Improvements are done without the consent of the Landlord, then Landlord shall have the right at the termination of this Lease or at any time during the term hereof, to have such Tenant Improvements removed and the Premises restored to their original condition, all at the sole cost and expense of the Tenant . 9 . TAXES . Landlord shall pay all real estate taxes levied or assessed by lawful taxing or assessing authorities against the land, buildings and other improvements . As used herein, the ten "real estate taxes" shall include any tax or assessment levied, assessed or imposed upon or with respect to the rents , land, improvements and buildings . 10 . PERSONAL PROPERTY TAXES . The Tenant shall pay when due, all personal property, ad valorem taxes and assessments and shall pay all license, privilege or other occupation taxes levied, assessed or charged against it on account of the operation of its business or on account of the property belonging to the said Tenant . 11 . INSURANCE. Landlord shall procure and pay at its sole cost for insurance coverage insuring Landlord against loss of, or damage to, the buildings located on Exhibit "A" (including the Premises) and the appurtenances by reason of fire or other casualty. 12 . INSURANCE ON FIXTURES AND CONTENTS WITHIN THE PREMISES . At all times during the term hereof, Tenant shall keep in force at its sole cost and expense, fire and extended coverage insurance and against vandalism and malicious mischief, covering Tenant' s furniture, trade fixtures, furnishings, equipment, inventory and contents upon the Premises in the full replacement value thereof . 13 . LIABILITY INSURANCE. Tenant shall, during the entire term hereof, keep in full force and effect a policy of public liability and property damage insurance with respect to the Premises in which the combined single limit of such public liability and property damage shall be not less than $1, 000 , 000 . The policy shall name Landlord, any person, firms or corporations designated by Landlord, and Tenant as insured and shall contain a clause that the insurer will not cancel or change the insurance without first giving the Landlord (30) days prior written notice . The insurance shall be in an insurance company approved by Landlord, Landlord' s approval not to be unreasonably withheld, and a copy of the policy or a certificate of insurance shall be delivered to Landlord. 4 14 . INDEMNITY. Tenant will 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 U c injury and/or damage to property arising from or n fn YtiT occurrence in, upon or at the Premises, or the 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 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. 15 . SUBROGATION. Notwithstanding any other provision contained in this Lease, each of the parties hereby waives any rights it may have against the other party on account of any loss or damage to its property which arises from any risk generally covered by fire and extended coverage insurance or any other insurance required to be carried hereunder, whether or not such other party may have been negligent or at fault in causing such loss or damage . Each of the parties shall obtain a clause or endorsement in the policies of such insurance which each party obtains in connection with the Premises to the effect that the insurer waives, • or shall otherwise be denied, the right of subrogation against the other party for loss covered by such insurance . 16 . DAMAGE TO PREMISES . In the event the Premises are hereafter damaged or destroyed or rendered partially untenable for their accustomed uses by fire or other . alty insured under the coverage which Landlord carries, then : rd shall promptly repair said Premises and restore the same >_...istantially to the condition in which they were immediately prior to the happening of such casualty (excluding wall covering, carpeting, 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 extent of such damage or destruction is 200 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 the shell of the Premises, including heating, ventilation and air conditioning, a-; °rnant shall repair, refixture and restock the interior of the ses, all in a manner and to a condition equal to that existing p : or to the destruction or casualty. 17 . CONDEMNATION. If any portion of the Premises shall be taken by the exercise of the power of eminent domain (or sold to the holder of such power pursuant to a threatened taking) this 9 Lease shall terminate upon such taking or when suc se s completed . Tenant shall not be entitled to any part of he condemnation award or purchase price and Tenant expressly waives any rights thereto; provided, however, nothing contained herein shall be construed to preclude the Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for loss of business , or depreciation to, damage to or costs of removal of or for the value of Tenant' s trade fixtures, furniture, other personal property belonging to Tenant, excluding the value, if any, of Tenant' s leasehold interest . 18 . ASSIGNMENT. Tenant shall not voluntarily, involuntarily or by operation of law, assign, transfer, mortgage or otherwise encumber (herein collectively referred to as an "assignment" ) this Lease or any interest of Tenant herein, in whole or in part, nor sublet the whole or any part of the Premises, nor permit the Premises or any part thereof to be used or occupied by others, without first obtaining in each and every instance the prior written consent of Landlord. If this Lease or any interest of Tenant herein shall be assigned or of the whole or any part of the Demised Premises shall be sublet or used or occupied by others, after having obtained Landlord' s prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant and Tenant shall not be released therefrom in any manner. 19 . BANKRUPTCY. In the event all or substantially all of Tenant' s assets are placed in the hands of a receiver or trustee, or should Tenant file a voluntary petition in bankruptcy, make an assignment for the benefit of creditors or be finally adjudicated a bankrupt, or should Tenant petition or institute any proceedings under the Federal Bankruptcy Code or under any other State or Federal act or law relating to the subject of bankruptcy wherein Tenant seeks to be adjudicated a bankrupt, or to be discharged of its debts, or to effect a plan of liquidation, readjustment, composition, arrangement, or reorganization or should any involuntary proceeding equivalent or similar to any of the foregoing be filed against Tenant under any such bankruptcy laws , or should any trustee or receiver seek to assume this Lease under the Federal Bankruptcy Code or under some similar bankruptcy or insolvency statute, then this Lease or any interest in and to the Premises shall not become an asset in any of such proceedings, unless the receiver or trustee timely cures all outstanding defaults and give adequate assurances of future performance, including without limitation, assurances with respect to the source of future rent . In any such event herein described in which such cures are not made or such adequate assurances are not given, Landlord may, in addition to any and all rights or remedies of Landlord hereunder or at law, declare the term hereof ended and re- enter the Premises and taken possession thereof and remove all persons and contents therefrom and neither Tenant nor any guarantor of this Lease, nor any such receiver, trustee, committee of rO D � 4j,4 creditors or other legal entity created by such bankruptcy1 shall have further claim under this Lease or any further interest in the Premises . The provisions of this section shall also apply to any guarantor of this Lease to the same extent as if the word "Tenant" were replaced by the name of such guarantor throughout this section. This section is intended to be compatible with the Bankruptcy Reform Act of 1978 and shall be construed so as to not conflict with such Act . 20 . SURRENDER OF PREMISES . All trade fixtures installed by Tenant in the Premises shall remain the property of Tenant and be removable at any time, provided Tenant be not in default at the time of any covenant of this Lease and shall promptly, and at its own expense, repair any damage to the Premises in remaining any such trade fixtures . Tenant shall , upon termination of the term hereof, or any earlier termination of this Lease for any cause, surrender all keys of the Premises to Landlord at the place then fixed for the payment of rent, inform Landlord of all combinations on locks, safes and vaults, if any, in the leased Premises, and surrender to Landlord the Premises,, including, without limitation, all building apparatus and equipment then upon the Premises . All alterations, improvements and other additions which may be made or installed by either party to, in, upon or about the Premises shall be the property of Landlord, and on such termination, shall be surrendered to Landlord by Tenant without any damage, injury or disturbance thereto or payment therefor. Tenant shall return the Demised Premises to their condition as on the commencement date hereof, ordinary wear and tear excepted. 21 . DEFAULT. If the Tenant shall continue in default in the payment of any rental or other sum of money becoming due hereunder for a period of five (5) days after the same shall be due, or if either party hereto shall default in the performance of any other of the terms, conditions or covenants contained in this Lease to be observed or performed by it and the party in default does not remedy such default within thirty (30) days or commence such act or acts as shall be necessary to remedy the default within thirty (30) days and shall not complete such act or acts promptly, or if Tenant shall cause this Lease to be taken under any writ of execution and such writ is not vacated or set aside within fifteen (15) days, then in any such event the party not in default shall have the right to terminate and cancel this Lease provided, however, that Tenant shall not have the right to terminate and cancel this Lease Agreement unless and until it shall have given written notice, by registered or certified mail, of the default by the Landlord to the holder or holders of any mortgage or deed of trust covering the Premises and shall have given said holder or holders thirty (30) days from the date of its receipt of such notice to cure such default, including time to obtain possession of the Premises by an expeditious trustee' s sale or foreclosure action if this should be A necessary to effect such cure; and if the Tenant i t 'e Ott in7 default, the Landlord, without excluding other rights or re�tte ies] that it may have, shall have the immediate right of re-entry and may remove all persons and property from the Premises and dispose of such property as it see fits, all without having been deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. Should the Landlord elect to re-enter and take possession as herein provided or should it re-enter and take possession as herein provided or should it re-enter and take possession as herein provided or should it re-enter to take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may either terminate this Lease, or Landlord may, from time-to-time, without terminating this Lease, make such alterations and repairs as .may be necessary in order to relet the Premises or any part thereof for such term or teems (which may be for a term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable . Upon each such reletting all rentals received by Landlord from such reletting shall be applied, first, to the payment of any damages or indebtedness other than rent due hereunder from Tenant to Landlord, second, to the payment of any debts and expenses of such reletting, including brokerage fees, attorney' s fees and costs of such alterations and repairs, third, to the payment of rent due and unpaid hereunder, and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If such rentals received from such reletting during any month are less than that to be paid during that month by Tenant hereunder, Tenant shall promptly pay any such deficiency to Landlord. Landlord reserves the right to bring any action or legal proceeding for the recovery of any deficits remaining unpaid as Landlord may deem favorable, from time-to-time, without being obliged to wait until the end of the term hereof or of any renewals or extensions thereof, for the final determination of Tenant' s account . No such re-entry or taking possession of said Premises by Landlord shall be construed as an election on Landlord' s part to terminate this Lease unless a written notice of such intention be given to Tenant by Landlord or unless the termination hereof be decreed by a Court of competent jurisdiction. Notwithstanding any such reletting without termination, Landlord may at any time elect to terminate this Lease for any breach or default by Tenant . Tenant may also, upon giving Landlord notice and reasonable opportunity to remedy a breach or default, elect to terminate this Lease for such breach or default by Landlord, subject to the notification to Landlord' s lender as hereinabove set forth. Should Landlord at any time terminate this Lease for any breach or default, then, in addition to any other remedies Landlord may have, it may recover from Tenant all damages it may incur by reason of such breach, including the costs of recovering the Premises, reasonable attorney' s fees, and all 12 indebtedness due it by Tenant, including the worth � f payment of the excess, if any, of the amount of all rent af�Joier payments reserved in this Lease for the remainder of the state term over the then reasonable rental value of the Premises for the remainder of the states term, all of which amounts shall be immediately due and payable from Tenant to Landlord. In determining the reasonable rental value of the Premises for the remainder of the stated term, the value of the actual rental obligations of the Tenant, if any, to whom the Landlord has relet the Premises shall be considered the then reasonable rental value . 22 . LANDLORD'S RIGHT TO MORTGAGE AND SELL. Within ten (10) days after request therefor by Landlord, or in the event that upon any sale, assignment, or hypothecation of the Premises and/or the land thereunder by Landlord, an estoppel certificate or similar statement shall be required from Tenant, Tenant agrees to deliver, in recordable form, a certificate to any proposed mortgagee or purchaser, or to Landlord certifying (if such be the case) that this Lease is in full force and effect and that there are no defenses or offsets thereto, or stating those claimed by Tenant . This Lease is and shall be subject and subordinate at all times to the lien of any mortgages in any amount or amounts on all or any part of the land or buildings as shown on Exhibit "B" and to all ground or underlying leases which exist or may hereafter be executed affecting such land and buildings, or either thereof, of which the Premises are a part, or on or against Landlord' s interest or estate therein, or any part of or interest in any of the foregoing, or on or against any ground or underlying lease (and in all cases including all extensions, renewals, amendments and supplements to any ground or underlying lease or mortgage) , without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination of this Lease to any such ground or underlying lease and to the lien of any such mortgage as may be required by the Landlord. Notwithstanding anything hereinabove contained, in the event the holder of any such mortgage or the Landlord under any such ground or underlying lease shall at any time elect to have this Lease constitute a prior or superior claim to its mortgage or lease, then and in such event upon any such mortgage holder or Landlord notifying Tenant to that effect, this Lease shall be deemed prior and superior in lien to such mortgage or lease, as the case may be, irrespective of whether this Lease is dated prior to or subsequent to the date of such mortgage or lease . If Landlord enters into one or more concurrent or successive mortgages or ground or underlying leases and Tenant is advised in writing of the name and address of the mortgagee or Landlord under such mortgage or ground or underlying lease, as the case may be, then this Lease shall not be terminated or canceled on account of 13 .' any default by the Landlord in the performance of any o t,fthe t m , covenants , or conditions hereof on its part contained, unti T Fa shall have been given written notice of such default to suc mortgagee or Landlord, specifying the default, and such mortgagee, Landlord or Tenant shall have the right for thirty (30) days from the date of its receipt of such notice (and such reasonable additional time as is required to effect the cure with due diligence) to correct such default . Tenant shall , in the event any proceedings are brought for the foreclosure of or in the event of exercise of the power of sale under any mortgage made by the Landlord covering the premises, attorn to the purchaser upon any such foreclosure or sale and recognized such purchaser as the Landlord under this Lease . The Tenant, upon request of any party in interest, shall execute promptly such instruments or certificates to carry out the intent of this section as shall be requested by the Landlord. The Tenant hereby irrevocably appoints the Landlord as Attorney-in-Fact for the Tenant with full power and authority to execute and deliver in the name of the Tenant any such instruments or certificates . If fifteen (15) days after the date of a written request by Landlord 2f‘ to execute such instruments, the Tenant shall not have executed the same, the Landlord may, at its option, cancel this Lease without incurring any liability on account thereof, and the term hereby granted is expressly limited accordingly. Landlord shall have the right to convey, transfer or assign, by sale or otherwise, all or any part of its interest in this Lease, including the Premises, at any time and from time-to-time and to any person, subject to the terms and conditions of this Lease . All covenants and obligations of Landlord under this Lease 4 shall cease upon the execution of such conveyance, transfer or assignment, but such covenants and obligations shall run with the land and shall be binding upon the subsequent owner thereof or of this Lease during the periods of their ownership thereof . 23 . QUIET ENJOYMENT. Upon payment by the 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 leased 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 the Landlord, subject nevertheless , to the terms and conditions of this Lease . 24 . MECHANICS' LIENS . Tenant covenants and agrees to do all things necessary to prevent the filing of any mechanics' or other liens against the Premises or any part thereof by reason of work, labor, services or materials supplied or claimed to have been supplied to Tenant or anyone holding the Premises or any part thereof, through or under Tenant . If any such lien shall at any 4 time be filed against Tenant' s interest in the Premises; 7ia shall either cause the same to be discharged of record. 4wijjtr twenty (20) days after the date of filing of the same, or, if Tenant, in Tenant' s discretion and in good faith, determines that such lien should be contested, shall furnish such security as may be necessary or required to prevent any foreclosure proceeding against Tenant' s interest in the Premises during the pendency of such contest . If such security, then, in addition to any other right or remedy of Landlord resulting from Tenant' s said default, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by giving security or in such other manner as is , or may be, prescribed by law. Nothing contained herein shall imply any consent or agreement on the part of Landlord to subject Landlord' s estate to liability under mechanics' or other lien law. Tenant agrees to indemnify, hold Landlord harmless from, and defend Landlord against any liability, loss, damage, cost, attorney' s fees and all related expenses arising out of mechanics' 2f liens or related claims of laborers or materialmen or others for work performed or materials or supplied furnished for Tenant, or persons claiming under Tenant, or to the Premises in the course of any work undertaken by Tenant pursuant to this Lease . 25 . ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord of any amount less than is due hereunder shall be deemed to be other than payment towards or on account of the earliest portion of the amount then due, nor shall any endorsement or statement on any check or payment (or in any letter accompanying any check or payment) be deemed an "accord and satisfaction" (or payment in full), and Landlord may accept such check or payment without prejudice to Landlord' s right to recover the balance of such amount or pursue any other remedy provided herein . 26 . REMEDIES CUMULATIVE -- NONWAIVER. No remedy herein or otherwise conferred upon or reserved to Landlord or Tenant shall be considered exclusive of any other remedy, but the same shall be distinct, separate and cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease to Landlord or Tenant may be exercised from time to time as often as occasion may arise, or as may be deemed expedient . No delay or omission of Landlord or Tenant to exercise any right or power arising from any default on the part of the other shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence thereto . No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver shall be in writing and is signed by Landlord and the acceptance of rent by Landlord shall not be deemed a waiver. IS 27 . LANDLORD' S ENTRY. The Landlord shall have the right to J enter upon the Premises at all reasonable times during the term eff this Lease for the purposes of inspection, maintenance, repair and at mutually agreeable times for the purpose of alteration and to show the same to prospective tenants or purchasers . Any such entry shall require at least 24 hours prior notice in person or by telephone or facsimile, except in the event of an emergency, whereupon no notice shall be required. 28 . HOLDING OVER. If Tenant remains in possession of the Premises or any part thereof after the expiration of the term of the Lease with Landlord' s acquiescence and without any written agreement of the parties, Tenant shall be only a tenant at will , and there shall be no renewal of this Lease or exercise of an option by operation of law. During any such holdover, the Basic Minimum Rent due hereunder shall be 2000 of the amount set forth in Paragraph 3 hereof . 29 . NATURE AND EXTENT OF AGREEMENT. This instrument contains the complete agreement of the parties regarding the terms and conditions of the Lease of the Premises, and there are no oral or written conditions, terms, understandings or other agreements pertaining thereto which have not been incorporated herein. This instrument creates only the relationship of Landlord and Tenant between the parties hereto as to the Premises; and nothing herein shall in any way be construed to impose upon either party hereto any obligations or restrictions not herein expressly set forth. The laws of the State of North Carolina shall govern the validity, interpretation, performance and enforcement of this Lease . 30 . FORCE MAJEURE. In the event that Landlord shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of failure of power, restrictive governmental laws, regulations, orders or decrees, riots , insurrection, war, acts of God, inclement weather, or other reason of like or unlike nature or cause beyond Landlord' s control , then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. 31 . LIMITATION OF LIABILITY. Anything contained in this Lease to the contrary notwithstanding, Tenant agrees that it shall look solely to the estate and property of the Landlord in the Premises for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord for any default or breach by Landlord of any of its obligations under this Lease, subject, however, to the prior rights of any holder of any mortgage, or of Landlord' s interest therein. No other assets of the Landlord shall be subject to levy, execution or other judicial process for the satisfaction of Tenant' s claim. It is specifically understood and agreed that there shall be no personal liability of Landlord in respect to any of the covenants, provisions or SS ,6 conditions of this Lease or otherwise . This provision sha n b deemed, construed, or interpreted to be or constitute an agreemen express or implied, between Landlord and Tenant that the Landlord' s interest hereunder shall be subject to impressment of an equitable lien or otherwise . Nothing herein contained shall be construed to limit any right of injunction against the Landlord, where appropriate . 32 . ATTORNEY FEES . In case suit shall be brought for recovery of possession of the Premises, for the recovery of rent or any other amount due under the provisions of this Lease or because of the breach of any other covenant herein contained on the part of I either party to be kept or performed and a breach shall be established, the prevailing party shall be entitled to recover all expenses incurred therefor, including reasonable attorney' s fees . 33 . OPTION TO TERMINATE. Provided that Tenant shall not be in default under any of the terms of this Lease, Tenant shall have 1K the option to terminate this Lease as of December 31, 1998 , upon eighteen (18) months prior written notice to Landlord. 34 . PARTIAL INVALIDITY If any term, covenant or condition of this Lease or the application thereof to any person or circumstances shall , to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law. 35 . RECORDING. Tenant shall not record this Lease without the written consent of Landlord, however, upon the request of either party hereto the other party shall join in the execution of a memorandum or so-called "short form" of this Lease shall describe the parties, the Lease Premises and the term of this Lease, and shall incorporate this Lease by reference . 36 . NUMBER AND GENDER. The use herein of a singular term shall include the plural and use of the masculine, feminine or neuter genders shall include all others . 37 . TIME OF ESSENCE:REASONABLENESS . Time is of the essence of this agreement . Anywhere in this Lease that Landlord' s consent is required, such consent shall not be unreasonably withheld or delayed. 38 . NOTICES . Any notice required to Landlord or Tenant by the terms of this Lease shall be deemed given and received on the date of the mailing of such notice in writing to the Landlord or Tenant, as the case may be, provided such notice is transmitted by certified or registered mail, return receipt requested, postage r l prepaid, and addressed to the party due such notice as shown, /r such other address as either Landlord or Tenant may give in wri ng� to the other for such notices : CCCUCU���� LANDLORD - '1/R TENANT - 39 . BINDING EFFECT. This Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns . IN WITNESS WHEREOF, the parties hereto have executed this Lease under seal as of the day and year first above written . LANDLORD . CCR BUILDING JOINT VENTURE BY: (SEAL) GENERAL PARTNER TENANT COUNTY OF ORANGE BY (SEAL) //17 ACKNOWLEDGMENT Q7 LAgDLORD STATE OF NORTH CAROLINA COUNTY OF I , , a Notary Public of the County and State aforesaid, do certify that personally came before me this day and acknowledged the execution of the foregoing Lease in his capacity as the General Partner of CCR Building Joint Venture , WITNESS my hand and official stamp or seal , this , the day of , 1993 . NOTARY PUBLIC MY COMMISSION EXPIRES: ACKNOWLEDGEMENT OF TENANT STATE OF NORTH CAROLINA COUNTY OF I , a Notary Public of the County and State aforesaid, do certify that personally came before me this day and acknowledged the execution of the foregoing Lease, as WITNESS my hand and official stamp or seal, this, the day of , 1993 , NOTARY PUBLIC MY COMMISSION EXPIRES :