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HomeMy WebLinkAboutAgenda - 11-16-1993 - III-C 1 ORANGE COUNTY BOARD OF COMMISSIONERS Action Agenda Item No.1fl ACTION AGENDA ITEM ABSTRACT Meeting Date: November 16, 1993 SUBJECT: LEASE APPROVAL; AGENCIES TO BE LOCATED AT 110 S. CHURTON FACILITY DEPARTMENT: PURCHASING AND CENTRAL SERVICES PUBLIC HEARING:YES: NO: x ATTACHMENT(S): INFORMATION CONTACT: PAM JONES, ext. 2650 LEASE WITH JOCCA LEASE WITH DURHAM TECHNICAL COLLEGE Telephone Number- Hillsborough 732-8181 Chapel Hill 967-9251 Mebane 227-2031 Durham 688-7331 PURPOSE: To approve leases with JOCCA and Durham Technical College for space used for their programs at the County's newly leased facility at 110 S. Churton Street, Hillsborough. BACKGROUND: On October 19, 1993 the Board approved a lease for property at 110 S. Churton Street, Hillsborough. The JTPA program, administered by JOCCA and the Adult Basic Education Program offered through Durham Technical College are among the tenants of the facility. In order to maintain a clear understanding of the various obligations of the tenants and the County, it is recommended that a Lease be executed between the parties. The highlights of the leases include the following: •JTPA lease will include approximately 230 square feet; Durham Tech will include approximately 620 square feet; +Lease term shall be through December 31, 1998; +The Owner of the building shall be responsible for all utilities, maintenance, and custodial services In the building; +Although there are presently no funds available from either program for lease payments, in the event funding is allowed through sources presently unidentified, the parties will make every effort to ensure that the County is reimbursed, as appropriate,for the square footage being utilized by the program. 1JOCCA and Durham Tech will offer whatever support services might be now or in the future available for upkeep of the property. ♦Each program will not allow activities in the leased premises which will place the County in violation of its lease with the Owner of the building. 1JOCCA and Durham Tech will ensure that the programs offered in the leased premises are covered by the entity's general liability insurance. They will further ensure that property insurance covering the extent of their interests in the facility will be provided. RECOMMENDATION: The Manager recommends approval of leases between the County and JOCCA and Durham Technical College; and authorize the Board to sign on behalf of the Board. STATE OF NORTH CAROLINA COUNTY OF ORANGE LEASE AGREEMENT THIS LEASE AGREEMENT,made on the 16th day of November,1993,by and between Orange County, North Carolina,a body politic and corporate and a political subdivision of the State of North Carolina whose mailing address is Post Office Box 8181 Hillsborough, North Carolina 27278 (hereinafter referred to as "County"),and Joint Orange-Chatham Community Action,Inc.a non profit corporation whose mailing address is Post Office Box 27, Pittsboro, North Carolina 27312, (hereinafter referred to as "JOCCA"). WITNESSETH: 1. LEASED PREMISES: County hereby leases to JOCCA and JOCCA hereby leases from County,two offices constituting approximately 230 square feet in the building leased by the County at 110 South Churton Street, Hillsborough, North Carolina. 2. USE OF PREMISES: JOCCA shall use the premises solely for general offices of the Job Training Partnership Act (JTPA) program. JOCCA shall not use or permit the premises to be used for any other purpose except with the prior written consent of County. 3. TERM: The term of this lease shall commence on December 1, 1993 and shall terminate on December 31, 1998. 4. RENT: The County will pay all lease payments as indicated in the lease dated October 4,1993 between Orange County and CCR Joint Building Venture, Inc. However,if at anytime during the term of this lease, funding for rent is made available for the JTPA program.,JOCCA will make every effort to secure said funding and shall reimburse the County at the prevailing rental rate. 5. INSURANCE: JOCCA shall at all times during the term of this lease maintain in full force a public liability insurance policy providing coverage for bodily injury, personal injury, death or property damage, with insurance company(ies) authorized to do business in North Carolina. Such policy(ies) shall include the County as a named insured, shall be written in an amount no less than $1,000,000 combined single limit; and shall contain a clause that the insurer will not cancel or change the insurance coverage without first providing thirty (30) days written notice to County. JOCCA shall provide for personal property loss within the leased premises to the extent of their interest. No personal property which is owned by JOCCA is insured by policies of insurance owned by the County. 6. INDEMNIFICATION: Except as to any claim caused by the negligence of County,JOCCA shall indemnify County, and save it harmless from demands, suits, damages, liability and expense in connection with loss of life, personal injury or property damage arising from or out of any occurrence, as defined by the required comprehensive public liability insurance policy maintained by JOCCA, in, upon or at the leased premises during the lease period, occasioned wholly or in part by any act or omission by JOCCA, its agent, contractors, employees, invitees or licensees. 7. ASSIGNMENT AND SUBLETTING: JOCCA shall not assign or sublet the leased premises without the prior written consent of County. In all events,JOCCA shall remain fully responsibility for and shall not be released from performing any of the terms of this lease. 5 Durham Tech shall provide for personal property loss within the leased premises to the extent of their interest No personal property which is owned by Durham Tech is insured by policies of insurance owned by the County. 6. INDEMNIFICATION: Except as to any claim caused by the negligence of County, Durham Tech shall indemnify County, and save it harmless from demands, suits, damages, liability and expense in connection with loss of life,personal injury or property damage arising from or out of any occurrence, as defined by the required comprehensive public liability insurance policy maintained by Durham Tech, in, upon or at the leased premises during the lease period, occasioned wholly or in part by any act or omission by Durham Tech, its agent, contractors, employees, invitees or licensees. 7. ASSIGNMENT AND SUBLETTING: Durham Tech shall not assign or sublet the leased premises without the prior written consent of County. In all events, Durham Tech shall remain fully responsibility for and shall not be released from performing any of the terms of this lease. 8. OTHER TERMS AND CONDITIONS OF LEASE BETWEEN COUNTY AND CCR BUILDING JOINT VENTURE. The Lease between County and CCR Building Joint Venture is Exhibit 1 to this lease, and is incorporated herein by reference. Durham Tech acknowledges this lease and that its terms and conditions impose obligations on County not addressed in this lease. Durham Tech agrees that it will not allow its actions to place County in violation of its lease with CCR. 9. NOTICES. For the purpose of notice or demand,the respective parties shall be served by certified or registered mail,return receipt requested,address to County or to Durham Tech at their respective address as set forth herein: TO COUNTY: Orange County %Director of Purchasing and Central Services Post Office Box 8181 Hillsborough, NC 27278 TO DURHAM TECH: Durham Technical College % President 1637 Lawson Street Durham, NC 27703 WITNESS WHEREOF, the parties have set their hands and seals on the day and year first written above. ORANGE COUNTY: DURHAM TECHNICAL COLLEGE MOSES CAREY, JR., CHAIR DR. PHAIL WYNN, JR., PRESIDENT ATTEST: ATTEST: BEVERLY BLYTHE, CLERK 1105DTEC 3 8. OTHER TERMS AND CONDITIONS OF LEASE BETWEEN COUNTY AND CCR BUILDING JOINT VENTURE. The Lease between County and CCR Building Joint Venture is Exhibit 1 to this lease, and Is incorporated herein by reference. JOCCA acknowledges this lease and that its terms and conditions impose obligations on County not addressed in this lease. JOCCA agrees that it will not allow its actions to place County in violation of its lease with CCR. 9. NOTICES. For the purpose of notice or demand, the respective parties shall be served by certified or registered mail, return receipt requested, address to County or to JOCCA at their respective address as set forth herein: TO COUNTY: Orange County %Director of Purchasing and Central Services Post Office Box 8181 Hillsborough, NC 27278 TO JOCCA: Joint Orange-Chatham Community Action, Inc. %Executive Director Post Office Box 27 Pittsboro, NC 27312 IN WITNESS WHEREOF,the parties have set their hands and seals on the day and year first written above. ORANGE COUNTY: JOINT ORANGE-CHATHAMCOMMUNITY ACTION, INC. MOSES CAREY, JR., CHAIR GLORIA WILLIAMS, EXECUTIVE DIRECTOR ATTEST: BEVERLY BLYTHE, CLERK is 11 oajocc I', STATE OF NORTH CAROLINA COUNTY OF ORANGE LEASE AGREEMENT THIS LEASE AGREEMENT,made on the 16th day of November,1993,by and between Orange County, North Carolina, a body politic and corporate and a political subdivision of the State of North Carolina whose mailing address is Post Office Box 8181 Hillsborough, North Carolina 27278 (hereinafter referred to as "County"), and Durham Technical College, whose mailing address is 1637 Lawson Street, Durham, North Carolina 27703, (hereinafter referred to as Durham Tech). WITNESSETH: 1. LEASED PREMISES: County hereby leases to Durham Tech and Durham Tech hereby leases from County, an area of approximately 620 square feet in the building leased by the County at 110 South Churton Street, Hillsborough, North Carolina. 2. USE OF PREMISES: Durham Tech shall use the premises solely for classroom space and instructor office area for its Adult Basic Education Program. Durham Tech shall not use or permit the premises to be used for any other purpose except with the prior written consent of County. Durham Tech covenants that it's students observe the following standards of conduct while at the leased premises: (a) Students shall not congregate on Churton Street in front of the leased premises or other businesses in the area; (b) Students shall smoke outside of the rear exterior entrance of the classroom and shall use the ashcans provided; and (c) Students will be considerate of surrounding businesses when using the smoking area and not be loud or disruptive in their actions; and (d) Students will ensure that all trash and/or debris is removed from their smoking area at the end of the day and placed in trash cans. 3. TERM: The term of this lease shall commence on December 1, 1993 and shall terminate on December 31, 1998. 4. RENT: The County will pay all lease payments as indicated in the lease dated October 4,1993 between Orange County and CCR Joint Building Venture,Inc. However,if at anytime during the term of this lease, funding for rent is made available for the Adult Basic Education Program, Durham Tech will make every effort to secure said funding and shall reimburse the County at the prevailing rental rate. 5. INSURANCE: Durham Tech shall at all times during the term of this lease maintain in full force a public liability insurance policy providing coverage for bodily injury, personal injury, death or property damage,with insurance company(ies)authorized to do business in North Carolina. Such policy(ies) shall include the County as a named insured, shall be written in an amount no less than $1,000,000 combined single limit;and shall contain a clause that the insurer will not cancel or change the insurance coverage without first providing thirty (30) days written notice to County. WITNESS WHEREOF, the parties have set their hands and seals on the day and year first written above. ORANGE COUNTY: DURHAM TECHNICAL COLLEGE 0,41 MOSES CAREY, JR., CHAIR DR. PHAIL WYNN, JR., PR DENT ATTEST* ATTEST: BEVERLY E, r ERK 110sDTEC 3 Durham Tech shall provide for personal property loss within the leased premises to the extent of their interest. No personal property which is owned by Durham Tech is insured by policies of insurance owned by the County. 6. INDEMNIFICATION: The parties acknowledge that Durham Tech is a community college, established by the General Assembly, and as such is protected from legal action by governmental immunity. Durham Tech is not authorized by statute or otherwise to waive its governmental immunity, except that it may purchase insurance consistent with what it has agreed to do in paragraph 5 herein, and by so acting, governmental immunity is waived to the extent Durham Tech is covered by such insurance. The parties understand and acknowledge that Durham Tech is not, then, currently authorized to agree to provide indemnification for anything,to any person or entity,including Orange County,except to the extent such is accomplished by the purchase of insurance. Durham Tech does agree, however,that should the laws of the State of North Carolina be changed so as to allow it to agree to indemnify, then and under those conditions, Durham Tech will indemnify Orange County, and save it harmless form demands, suits, damages, liability and expense in connection with loss of life, personal injury or property damage arising from or out of any occurrence upon or at the leased premises during the lease period,occasioned wholly or in party by act or omission of Durham Tech, its agents, contractors, employees, invitee or licensees. It is expressly acknowledged and understood that Durham Tech will not,under any circumstances,indemnify Orange County as to any claim caused by the negligence or other wrongful conduct of the County. 7. ASSIGNMENT AND SUBLETTING: Durham Tech shall not assign or sublet the leased premises without the prior written consent of County. In all events, Durham Tech shall remain fully responsibility for and shall not be released from performing any of the terms of this lease. 8. OTHER TERMS AND CONDITIONS OF LEASE BETWEEN COUNTY AND CCR BUILDING JOINT VENTURE. The Lease between County and CCR Building Joint Venture is Exhibit 1 to this lease, and is incorporated herein by reference. Durham Tech acknowledges this lease and that its terms and conditions impose obligations on County not addressed in this lease. Durham Tech agrees that it will not allow its actions to place County in violation of its lease with CCR. 9. NOTICES. For the purpose of notice or demand, the respective parties shall be served by certified or registered mail,return receipt requested,address to County or to Durham Tech at their respective address as set forth herein: TO COUNTY: Orange County %Director of Purchasing and Central Services Post Office Box 8181 Hillsborough, NC 27278 TO DURHAM TECH: Durham Technical College % President 1637 Lawson Street Durham, NC 27703 2 DATE lr-ITEM - c, STATE OF NORTH CAROLINA COUNTY OF ORANGE LEASE AGREEMENT THIS LEASE AGREEMENT,made on the 16th day of November,1993,by and between Orange County, North Carolina,a body politic and corporate and a political subdivision of the State of North Carolina whose mailing address is Post Office Box 8181 Hillsborough, North Carolina 27278 (hereinafter referred to as "County"), and Durham Technical Community College,whose mailing address is 1637 Lawson Street, Durham, North Carolina 27703, (hereinafter referred to as Durham Tech). WITNESSETH: 1. LEASED PREMISES: County hereby leases to Durham Tech and Durham Tech hereby leases from County, an area of approximately 620 square feet in the building leased by the County at 110 South Churton Street, Hillsborough, North Carolina. 2. USE OF PREMISES: Durham Tech shall use the premises solely for classroom space and instructor office area for its Adult Education Program. Durham Tech shall not use or permit the premises to be used for any other purpose except with the prior written consent of County. The County requires that Durham Tech students observe the following standards of conduct while at the leased premises: (a) Students shall not congregate on Churton Street in front of the leased premises or other businesses in the area; (b) Students shall smoke outside of the rear exterior entrance of the classroom and shall use the ash cans provided; and (c) Students will be considerate of surrounding businesses when using the smoking area and not be loud or disruptive in their actions; and (d) Students will ensure that all trash and/or debris is removed from their smoking area at the end of the day and placed in trash cans. Durham Tech agrees, therefore, that students failing to observe the standards of conduct will be subject to disciplinary action, including dismissal from the program for repeated violations. 3. TERM: The term of this lease shall commence upon execution of this lease and shall terminate on December 31, 1998. 4. RENT: The County will pay all lease payments as indicated in the lease dated October 4, 1993 between Orange County and CCR Joint Building Venture, Inc. 5. INSURANCE: Durham Tech shall at all times during the term of this lease maintain in full force a public liability insurance policy providing coverage for bodily injury, personal injury, death or property damage,with insurance company(ies)authorized to do business in North Carolina. Such policy(ies) shall include the County as a named insured, shall be written in an amount no less than $1,000,000 combined single limit; and shall contain a clause that the insurer will not cancel or change the insurance coverage without first providing thirty (30) days written notice to County. 1 // -a DATE ITEM . STATE OF NORTH CAROLINA LEASE AGREEMENT COUNTY OF ORANGE THIS LEASE AGREEMENT, made and entered into this, the day of November, 1993, by and between CCR BUILDING JOINT VENTURE, a North Carolina partnership, hereinafter referred to, as "LANDLORD" , and COUNTY OF ORANGE, a body politic and corporate and a political subdivision of the State of North Carolina, 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 unless next succeeding month) , unle 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 1st 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 applicable 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 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 . USE OF PREMISES . The Tenant shall use the premises solely for general offices for the County of Orange, any department thereof or any program authorized by the County of Orange, 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; (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 or deterioration 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 any sign, awning or canopy, advertising matter or any other thing of any 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 . 5 . UTILITIES . Landlord shall pay for all utility costs serving the leased premises . 6 . UTILITIES AND SERVICES . Landlord shall maintain the Premises, including the mechanical, plumbing and electrical equipment serving the Building in reasonably good order and 5; condition, except for damage occasioned by the acts of Tenant or any of Tenant' s employees, agents, guests, invitees or contractors, 2 which damage shall be repaired by Landlord at Tenant' s expense after review of the scope and cost thereof with Tenant . 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 outside of normal business hours . 7 . REPAIRS . Tenant acknowledges that, except for Landlord' s obligation to "restretch" all existing carpeting, 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 occasioned by the acts of 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 same condition as exists after the completion of the Tenant 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 . 8 . 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 term "real estate taxes" shall include any tax or assessment levied, assessed or imposed upon or with respect to the rents, land, improvements and buildings . 9 . PERSONAL PROPERTY TAXES . The Tenant shall pay when due, 3 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 . 10 . INSURANCE. Landlord shall procure and pay at its sole cost for insurance coverage insuring Landlord against loss of, or damage to, the buildings located on Exhibit "A" (including the Premises) and the appurtenances by reason of fire or other casualty. 11 . 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 . 12 . 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, provided Tenant can procure such a clause, that the insurer will not cancel or change the insurance without first giving the Landlord (30) days prior written notice . The insurance shall be in an insurance company approved by Landlord, Landlord' s approval not to be unreasonably withheld, and a copy of the policy or a certificate of insurance shall be delivered to Landlord. Tenant may, with the approval of Landlord, which approval shall not be unreasonably withheld, satisfy this liability insurance requirement through "self insurance" or "pooled insurance" or some combination of self insurance, pooled insurance and commercial insurance as determined by Tenant to be in Tenant' s best interest . Landlord shall have the right to withhold such approval in the event that f` Tenant' s bond rating decreases from it current level . 13 . INDEMNITY. Tenant will, to the extent permitted by law and to the extent provided through insurance, indemnify Landlord and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, lessees or concessionaires . In case Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall, to the extent permitted by law and to the extent provided through 4 insurance, protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney' s fees incurred or paid by Landlord in connection with such litigation. 14 . SUBROGATION. Notwithstanding any other provision contained in this Lease, each of the parties hereby waives any rights it may have against the other party on account of any loss or damage to its property which arises from any risk generally covered by fire and extended coverage insurance or any other insurance required to be carried hereunder, whether or not such other party may have been negligent or at fault in causing such loss or damage. Each of the parties shall obtain a clause or endorsement in the policies of such insurance which each party obtains in connection with the Premises to the effect that the insurer waives, or shall otherwise be denied, the right of subrogation against the other party for loss covered by such insurance . 15 . DAMAGE TO PREMISES . In the event the Premises are hereafter damaged or destroyed or rendered partially untenable for their permitted uses by fire or other casualty insured under the coverage which Landlord carries, and Landlord' s architect certifies that the extent of such damage or destruction is less than 209,5 of the replacement value of the premises immediately prior to the occurrence of such damage or destruction, then Landlord shall promptly repair said Premises and restore the same substantially to the condition in which they were immediately prior to the happening of such casualty (excluding wall coverings and drapes) . Notwithstanding any such casualty, until the Premises are so repaired and restored, rental payments shall not abate and the full rental reserved herein shall be due and payable. Anything contained herein to the contrary notwithstanding, in the event that the Premises shall be damaged or destroyed and Landlord' s architect shall certify that the extent of such damage or destruction is 2096' or more of the replacement value thereof immediately prior to the occurrence of such damage or destruction, Landlord shall have the option to terminate this Lease by giving notice in writing any time within ninety (90) days after the occurrence of such casualty. Unless this Lease is terminated by Landlord, Landlord shall repair and restore of the Premises, including heating, ventilation and air conditioning, and Tenant shall repair, refixture and restock the interior of the Premises, all in a manner and to a condition equal to that existing prior to the destruction or casualty. After such damage and destruction, and during any repair or restoration period in which the Premises are not available, in whole or in part, for occupancy by Tenant, rental hereunder shall abate proportionately. 16 . CONDEMNATION. If any portion of the Premises shall be taken by the exercise of the power of eminent domain (or sold to the holder of such power pursuant to a threatened taking) this Lease shall terminate upon such taking or when such sale is 5 completed. Tenant shall not be entitled to any part of the 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 . 17 . 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. Consent of the Landlord may be conditioned upon the addition of a security deposit, late fees, restrictions on mechanics liens and similar requirements which have been waived under this Lease Agreement in recognition of the governmental status and creditworthiness of the named Tenant . 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. 18 . 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 removing 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, alterations, improvements and additions and ordinary wear and tear excepted. 19 . DEFAULT. If the Tenant shall continue in default in the 6 payment of any rental or other sum of money becoming due hereunder for a period of ten (10) days after the same shall be due, or if either party hereto shall default in the performance of any other of the terms, conditions or covenants contained in this Lease to be observed or performed by it and the party in 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 necessary to effect such cure . Should the Landlord elect to 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 terms (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 !y 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 a during that month by Tenant hereunder, Tenant shall promptly p y 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. 7 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 or Tenant at any time terminate this Lease for any breach or default, then, in addition to any other remedies Landlord or Tenant may have, Landlord or Tenant may recover from the other all damages incurred by reason of such breach, including the costs of recovering the Premises or vacating the Premises as the case may be, and reasonable attorney' s fees . All indebtedness due Landlord by Tenant, including the worth at the time of payment of the excess, if any, of the amount of all rent and other payments reserved in this Lease for the remainder of the stated term over the then reasonable rental value of the Premises for the remainder of the stated 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, if commercially reasonable, shall be considered the then reasonable rental value. 20 . LANDLORD' S RIGHT TO MORTGAGE AND SELL. Within twenty (20) days after request therefor by Landlord, or in the event that upon any sale, 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 I' times to the lien of any mortgages in any amount or amounts on all or any part of the land or buildings as shown on Exhibit "A" and to all 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 Y g mortgage or the Landlord under any such ground or underlying lease 8 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 any default by the Landlord in the performance of any of the terms, covenants, or conditions hereof on its part contained, until Tenant shall have been given written notice of such default to such 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. If twenty (20) days after the date of a written request by Landlord to execute such instruments, the Tenant shall not have executed the I' 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 r shall cease upon the execution of such conveyance, transfer s f er 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 . 21 . 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 9 interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under the Landlord, subject nevertheless, to the terms and conditions of this Lease . 22 . RIGHT OF FIRST REFUSAL. Landlord hereby grants to Tenant a right of first refusal to purchase the Premises, which must be exercised, if at all, in the manner hereinafter set forth. In the event that the Landlord receives a bona fide offer to purchase the Premises on price, terms and conditions which it is willing to accept, it shall give prompt written notice of such offer to Tenant ( "ROFR Notice") . The ROFR Notice shall include a copy of such offer, provided that Landlord may delete the name of the prospective purchaser, unless Tenant agrees that such identity shall be held confidentially to the extent permitted by applicable law. Within ten (10) days from the date such ROFR Notice is given, Tenant shall may exercise its right of first refusal by executing and delivering to the Landlord a written contract containing the same price, terms and conditions as set forth in the ROFR Notice, with no material additional terms or conditions . Such contract shall be signed and accepted by the Landlord and the parties shall proceed to close in accordance with the terms thereof . In the event that the Tenant fails to exercise this option as herein provided, and Landlord closes the sale of the Premises substantially in accordance with the terms of the ROFR Notice, such option shall terminate and shall not be exercisable as to any future sale by Landlord, its successors or assigns . 23 . 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. 24 . 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 10 a waiver. 25 . LANDLORD' S ENTRY. The Landlord shall have the right to enter upon the Premises at all reasonable times during the term of this Lease for the purposes of inspection, maintenance, repair and at mutually agreeable times for the purpose of alteration and to show the same to prospective tenants or purchasers . Any such entry shall require at least 24 hours prior notice in person or by telephone or facsimile, except in the event of an emergency, whereupon no notice shall be required. 26 . 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 1759,1 of the amount set forth in Paragraph 3 hereof . 27 . 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 . 28 . FORCE MAJEURE. In the event that Landlord or Tenant 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 or Tenant' 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. 29 . 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 either party to be kept or performed and a breach shall be established, the prevailing party revailin art shall be entitled to recover all expenses incurred therefor, including reasonable attorney' s fees . 30 . OPTION TO TERMINATE. Provided that Tenant shall not be 11 in default under any of the terms of this Lease, Tenant shall have the option to terminate this Lease as of December 31, 1998 , upon twelve (12) months prior written notice to Landlord. 31 . 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. 32 . 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. 33 . 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 . 34 . 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. 35 . 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 prepaid, and addressed to the party due such notice as shown, or such other address as either Landlord or Tenant may give in writing to the other for such notices : LANDLORD CCR BUILDING VENTURE c/o Mr. George Horton 109 E. King Street Hillsborough, NC 27278 TENANT COUNTY OF ORANGE c/o Director of Purchasing and Central Services PO Box 8181 Hillsborough, NC 27278 12 36 . 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 7;) /, BY- -7 (SEAL) GENERAL RTNER TENANT ORANGE COUNTY, NORTH CAROLINA BY: 1 1/4/ild / % (SEAL) MoS ' ' CAREY, JR. , CHA 4- ,/ (SE *) ATTEr. Beverly •f =lythe, Cleto the Board of Commissioners 13 EXHIBIT A TRACT I : PIN 9874-06-4150 : Beginning at a stake and pointers on Churton Street and at the southern corner of S .E . Cole' s Garage Lot and running thence south with Churton Street 24 feet to a stake and pointers on the Northeast Corner H.J. and A.H. Walker (now C.C. Cole) ; thence with Walker' s line (now C.C . Cole) and George Overaker westerly 83 feet to a stake and pointers in the line of Turner and Brown (now J.L. Brown) and Geo. A. Durham (now O. P. Cole) to a stake and pointers in the southwest corner of S .E . Cole garage lot; thence east with the line of S .E. Cole garage Lot 83 feet to the beginning. And being the identical property sold to Geo . Laws to Orange Warehouse Co. ; also see deed from Merchants Supply Co. , a corporation to Geo. T. Overaker, register in deed book 81 at page 126 in the office of Register of Deeds of Or. County, NC. 2nd lot - adjoining the lands of Geo . T. Overaker on the south, G.A. Durham on the west, and S .E. Cole on the north and others and bounded as follows : Beginning at the corner of Geo. T. Overaker and O. P. Cole on the south and extending north 24 feet with the line Geo . A. Durham (now Forest Brothers) to the corner of O.P. Cole and S .E . Cole; thence east about 23 feet to the line of Geo. A. Durham; thence extending back south with the line of O. P. Cole 24 feet to the line of Geo. T. Overaker, to the point of Beginning.