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HomeMy WebLinkAbout2019-097 AMS - Avison Young NC Churton Grove Lease LEASE AGREEMENT Between CHURTON GROVE CENTER, LLC Herein Represented by Its Duly Authorized Agent, Avison Young — NC , LLC And ORANGE COUNTY THIS LEASE AND ITS CONTENTS ARE CONFIDENTIAL TABLE OF CONTENTS Article Pam_ PARTIES 4 PREMISES 4 CONSTRUCTION AND POSSESSION 4 USE AND OPERATION 4 TERM AND OPTION 5 RENTAL 5 SECURITY DEPOSIT 5 INTENTIONALLY OMITTED 5 COMMON FACILITIES 5 MERCHANTS ' ASSOCIATION 6 UTILITIES 6 TAXES 6 REPAIRS 7 TENANT ' S RIGHTS TO MAKE ALTERATIONS 7 AFFIRMATIVE COVENANTS OF TENANT 7 NEGATIVE COVENANTS OF TENANT 8 SIGNS 8 RIGHTS OF LANDLORD 9 CASUALTY INSURANCE AND DAMAGE TO PREMISES 9 INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE 11 1 TRADE FIXTURES 11 ASSIGNING, MORTGAGING AND SUBLETTING 11 SUBORDINATION 12 REMEDIES CUMULATIVE 12 SURRENDER AND HOLDING OVER 12 CONDEMNATION 13 NOTICES 13 SUCCESSORS 13 SCOPE AND INTERPRETATION OF THE AGREEMENT 14 FORCE MAJEURE 14 DEFAULT OF TENANT AND REMEDIES 14 IDENTITY OF INTEREST 15 INVALIDITY OF PARTICULAR PROVISIONS 15 BROKER 15 CAPTIONS 15 TIME 15 MEMORANDUM OF LEASE 16 ENTIRE AGREEMENT 16 LEASE INURES TO THE BENEFIT OF THE ASSIGNEES 16 EXHIBIT A - LEGAL DESCRIPTION 18 EXHIBIT B - PLAT OR LEASING PLAN 19 EXHIBIT C - RULES AND REGULATIONS 21 EXHIBIT D - FOOD LION COVENANTS 23 EXHIBIT E - FOOD LION WAIVER 26 EXHIBIT F - OTHER RESTRICTIVE COVENANTS 27 EXHIBIT G - SIGN CRITERIA 28 EXHIBIT H - ADDENDUM TO LEASE 29 EXHIBIT I - ADDENDUM TO LEASE - UPFIT 30 2 EXHIBIT J - RATE SUMMARY 31 EXHIBIT K - USE OF CHURTON GROVE CENTER NAME 32 3 LEASE AGREEMENT PARTIES 1 . THIS LEASE AGREEMENT (the "Lease Agreement") , made and entered into on 2019 , by and between Churton Grove Center, LLC , as Represented by Its Duly Authorized Agent, Avison Young — NC , LLC , located at 100 Europa Drive Suite 190 , Chapel Hill , North Carolina 27517 (hereinafter referred to as "Landlord") and Orange County, a political subdivision of the State of North Carolina, (hereinafter referred to as "Tenant") . PREMISES 2 . Landlord leases to Tenant, and Tenant leases from Landlord for the terms and conditions set forth in this Lease Agreement, certain premises consisting of approximately 5 , 000 square feet (hereinafter referred to as "demised premises") erected or to be erected in the Churton Grove Center, (hereinafter called the " Shopping Center") , on a tract of land situated in Hillsborough, State of North Carolina, as described in Exhibit "A" attached hereto and made a part hereof, and the said demised premises being outlined in red and marked Shop LM on the floor plan designated Exhibit "B " which is attached hereto and made a part hereof, together with the right of the non- exclusive use, in common with others , of all such automobile parking areas , driveways , footways , and other facilities designated for common use, as may be provided by Landlord from time to time, subject, however, to the terms and conditions of this Lease Agreement and to such rules and regulations for the use thereof, as may be prescribed by the Landlord from time to time . A more detailed description of the demised premises is contained in Exhibit D attached hereto . CONSTRUCTION AND POSSESSION 3 . (a) Landlord warrants that it is the Owner of the tract of land described in Exhibit "A" (which tract is hereafter referred to as "Landlord ' s Property") , agrees that it has developed or will cause to be developed upon said tract commercial buildings with parking area and improvements generally in accordance with Exhibit "B " , and that it will make available to Tenant Shop LM no later than February 15 , 2019 , subject, however, to the provisions of Article 29 hereof. Upon occupancy, tenant accepts premises in "as-is , where-is" condition without reservation and makes no claim for improvement by Landlord . (b) Possession Date by Tenant will be defined as the date Tenant occupies the demised premises as described in section 3 ( a) infra, and will be evidenced by delivery of key( s) to Tenant and full access to the demised premises . Upon delivery of possession of the demised premises , Tenant will with due diligence proceed to install such stock, fixtures , and equipment and to perform such other work as shall be necessary or appropriate in order to prepare the demised premises for the opening of business not later than February 15 , 2019 . By opening for business , Tenant shall be deemed to have accepted the premises as delivered by Landlord . Rent shall commence as of February 153 2019 (hereinafter called "Rental Commencement Date") regardless of whether Tenant has opened for business . (c) Tenant shall pay all of the utility charges for the demised premises beginning at Possession Date . Tenant agrees to submit to Landlord plans and specifications covering all work and installations which Tenant proposes to do in the demised premises , including, without limitation, interior store layout, fixtures and decor . Such plans and specifications shall be prepared in such detail as Landlord may require, and Tenant agrees not to commence work upon any of the aforesaid Tenant ' s work until Landlord has approved such plans and specifications in writing . Such approval shall not be unreasonably withheld . Landlord agrees to act with reasonable promptness with respect to approval of such plans and specifications . USE AND OPERATION 4 . (a) Tenant shall use and occupy the demised premises solely for the purpose of Emergency Medical Services Office . Landlord warrants and covenants that such use of the demised premises does not violate the terms or conditions of any lease or related rules or covenants of any lease of any other premises in the Shopping Center. And Landlord further warrants and covenants that if such use does violate said terms , conditions, rules , or covenants Landlord shall secure any consent or approval needed or required to allow such use to commence and continue . Should Landlord fail to obtain such consent or approval Tenant may, upon written notice to Landlord, immediately terminate this lease without further obligation or liability. (b) Tenant shall operate all of the demised premises with due diligence and efficiency so as to produce all of the gross receipts which may be produced by such manner of operation, unless prevented from doing so by causes beyond Tenant ' s control . ( c) Tenant agrees that the demised premises shall not be used for or occupied as a supermarket, grocery store, meat, fish, vegetable market or convenience-type store, drugstore, health and beauty aids store or pharmacy; nor shall the demised premises be used for the sale of grocery, 4 meat, produce, dairy or bakery products or any of them ; nor shall there be located on the demised premises any theater (motion picture or legitimate) , health spa, skating rink, or other recreational or entertainment-type business , or any establishment which sells alcoholic beverages for on-premises consumption ; nor shall the demised premises be used, assigned or sub -leased, for any use or business ith the primary use or business engaged in by any other tenant which shall be in direct competition w in this shopping center (of which the demised premises are a component part) to whom Landlord has granted aright of exclusive use, of which Tenant has been give notice as herein provided . (d) Tenant agrees that the demised premises shall not be used, assigned or subleased for any use or business which would be in violation of the terms of any restrictive covenant granted to Tenant as shown on Exhibits D , E, and F of which Tenant has been given notice as herein provided . TERM AND OPTION 5 . (a) The term of this Lease Agreement shall commence on the Possession Date defined in 3 (b) above, and shall end (unless sooner terminated as hereinafter provided) at midnight August 15 , 2019 . (b) Provided Tenant is not in default, Tenant shall have the option (the "Option") of extending the term of this Lease for a period of Two (2 ) months at the same rental rate as contained herein . In order to exercise the Option, Tenant must provide Landlord with a minimum of One ( 1 ) months ' notice in writing . RENTAL 6 . (a) Beginning February 15 , 2019 , Tenant covenants and agrees to pay to Landlord rental in the amount and at the time as shown in Exhibit J . Said monthly installments to be paid in advance on the first day of each and every calendar month . ANY PAYMENT NOT RECEIVED BY THE 10TH OF THE MONTH WILL INCUR AN AUTOMATIC LATE FEE OF $ 100 . 00 OR SIX (6 %) PERCENT WHICHEVER IS GREATER. (b) Time and Place of Payment : Tenant will pay all rentals and other charges to Avison Young — NC , LLC at 5440 Wade Park Blvd . Suite 200, Raleigh, North Carolina 27607 , or to such other person or corporation and at such other place as shall be designated by Landlord in writing at least ten ( 10) days prior to the next ensuing rental payment date . SECURITY DEPOSIT 7 . Landlord acknowledges receipt from tenant of the sum of N/A which sum Landlord shall retain as security for the performance by tenant of each of its obligations under this lease . It is mutually agreed that said security deposit can and will be placed in an interest bearing trust account with interest earned accruing to Landlord . If Tenant fails , at any time, to perform its obligations , Landlord may, at its option, apply said deposit, or so much thereof as is required, to cure Tenant ' s default, but if at any time prior to the termination of this lease Landlord depletes the deposit, in whole or in part, Tenant shall immediately restore the amount so used by Landlord . Unless Landlord uses the deposit to cure a default of Tenant, or to restore the demised premises to the condition that Tenant is required to leave them at the conclusion of the term, Landlord shall within thirty (30) days of the termination of the Lease refund so much of the deposit as it continues to hold to Tenant . INTENTIONALLY OMITTED 8 . COMMON FACILITIES 9 . (a) All facilities furnished in the Shopping center and designated for the general use, in Common, of occupants of the Shopping Center, including Tenant hereunder, its officers , agents , employees and customers , including but not limited to parking areas , streets , sidewalks , canopies , roadways , loading platforms , washrooms , shelters , ramps , landscaped areas and other similar facilities (herein called "common facilities ' ) , shall at all times be subject to the exclusive control and management of Landlord ; and Landlord shall have the right from time to time to change the area, level , location and arrangement of the common facilities , to restrict parking by tenants and their employees to employee parking areas , and to make all rules and regulations and to do such things from time to time as in Landlord ' s sole discretion may be necessary regarding such facilities . (b) Landlord shall supervise, maintain, light, and insure the common facilities of the Shopping Center, and shall keep all of the parking areas marked in appropriate lanes for convenient parking and cleaned and free of rubbish, waste, refuse and/or other debris including snow and ice, and shall make all necessary repairs and replacements in and upon the parking lots and other common facilities so as to properly maintain and keep the same in good, serviceable and useful condition throughout the term hereof, and Tenant shall pay to Landlord its pro rata share of the cost thereof in the manner hereinafter set forth . 5 . , ' Vile " Ell : — GA% AURKS Age lfft�mkm am an Walloons 0 LW=F ILVA qLvFJ— . : " : ALAOsmog _ : . , : - - ■ . — �w -swano • . � • IN : • vV - • — : :lt^X we : • _ . - • : . 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' . • • : TVANEELP TWOWar . , ' wAmffismLPR . , ' ; - 0 : — - ' a op • • . • hi the event tha4 any tax or. assessment ethef than fead uti4it pfepeffienate HE Pr ,r - , 07 REPAIRS Be (a) Landlord will keep the roof and the structural portions of the demised premises , excepting any work done by Tenant and any glass of doors , in proper repair, provided that in each case Tenant shall have given Landlord prior written notice of the necessity of such repairs ; and provided further that if any such repair is required by reason of Tenant ' s negligence or the negligence of any of its agents , employees or customers, or other persons using the demised premises with Tenant ' s consent, express or implied, Landlord may make such repair and add the cost thereof to the first installment of rent which shall thereafter become due . Except as otherwise provided in this Article, Tenant will keep the demised premises , which includes , but is not limited to , all electrical , plumbing, heating, air conditioning and other mechanical installations , all doors , and all plate glass and door and window glass in good order, accomplishing any and all repairs , alterations , replacements and modifications at its own expense and using materials - and labor of kind and quality equal to the original work, and will surrender demised premises at the expiration or earlier termination of this Lease Agreement in as good conditions as when received, excepting only deterioration caused by ordinary wear and tear and damage by fire or other casualty of the kind insured against in standard policies of fire insurance and extended coverage . (b) If Tenant refuses or neglects to repair property as required hereunder and to the reasonable satisfaction of Landlord as soon as reasonably possible after written demand, Landlord may, but is not required to , make such repairs without liability to Tenant for any loss or damage that may occur to Tenant ' s merchandise, fixtures or other property or to Tenant ' s business by reason thereof, and upon completion thereof, Tenant shall pay Landlord ' s costs for making such repairs as additional rent . If Tenant does not pay such costs of repairs , Landlord shall also have, in addition to any other remedies , the remedies of termination of the Lease upon written notice to the Tenant and of repossession of the demised premises . (c) If Landlord, upon receipt of the prior written notice required herein, refuses or neglects to repair property as required hereunder and to the reasonable satisfaction of Tenant as soon as reasonably possible, Tenant may, but is not required to , make such repairs without liability to Landlord for any loss or damage that may occur to Landlord ' s property or business by reason thereof, and upon completion thereof, Landlord shall pay Tenant ' s costs for making such repairs . If Landlord does not pay such costs of repairs Tenant shall also have, in addition to any other remedies , the remedies of termination of the Lease upon written notice to the Landlord without further obligation or liability to Landlord . TENANT ' S RIGHTS TO MAKE ALTERATIONS 14 . Except as otherwise provided herein, Tenant will not make any alterations, improvements or additions to the demised premises of a structural nature without first obtaining the written consent of Landlord . All alterations , improvements and additions made by Tenant shall remain upon the demised premises at the expiration or earlier termination of this Lease Agreement and shall become the property of Landlord , unless Landlord shall , prior to the termination of this Lease Agreement, have given written notice to Tenant to remove same, in which event Tenant shall remove such alterations , improvements and additions and restore the premise to the same good order and condition in which they were at the commencement of this Lease . Should Tenant fail so to do , Landlord ma do so , collecting the cost and expense thereof from Tenant as additional rent . y AFFIRMATIVE COVENANTS OF TENANT 15 . Tenant covenants and agrees : (a) To comply with any and all requirements of any of the constituted public authorities , and with the terms of North Carolina or Federal statute or public authorities , and with the terms of any State or Federal statute or local ordinance or regulation applicable to Tenant or its use 7 rom penalties , fines , costs , expenses or damages of the demised premises and save Landlord harmless f resulting from failure to do so unless caused by Landlord . (b) To give to Landlord prompt written notice of any accident, fire or damage occurring in or to the demised premises and the common area. (c) To keep the demised premises sufficiently heated to prevent freezing of water in pipes and fixtures . (d) To maintain control of its patrons both inside and outside of the demised premises . If control is not maintained, or if, in the Landlord ' s sole discretion, the operation of Tenant ' s business should constitute a nuisance, Landlord shall have the right, upon thirty (30) days written notice, to in the demised premises at a reasonable level in the sole terminate this Lease . Music will be allowed discretion of Landlord . (e) To conduct its business in the demised premises in all respects in a diligent and dignified manner and keep the demised premises in first class condition in accordance with high standards of store operation, maintaining at all times during the term of this Lease Agreement a full staff of well trained and high- grade personnel and a full and complete stock of reasonable merchandise . (f) To comply with and observe the rules and regulations and any amendments or supplements thereto which Landlord may reasonably adopt . Tenant ' s failure to keep and observe said rules and regulations shall constitute a breach of the terms of this Lease in the manner as if the same were contained herein as covenants . Any such breach will be noted by Landlord in writing to Tenant, and Tenant will be given 5 business days to cure . Notice of the adoption of additional rules and regulations or amendments thereto shall be given to Tenant simultaneously as to other tenants in the Shopping Center . (g) To do all things necessary to prevent the filing of any mechanics ' or other liens against the demised 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 demised premises or any part thereof, through or under Tenant . If any such lien shall at any time be filed against Tenant ' s interest in the demised premises , Tenant shall either cause the same to be discharged of record within 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 proceedings against Tenant ' s interest in the demised premises during the tenure of such contest . If Tenant shall fail to discharge such lien within such period or fail to furnish 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 any mechanics ' or other lien of law . (h) To repay to Landlord as additional rental , on demand, all reasonable sums disbursed or deposited by Landlord pursuant to the foregoing provisions of this Article, including Landlord ' s costs , expenses and reasonable attorneys ' fees incurred by Landlord in connection therewith, together with interest thereon at the maximum rate allowed by law . (1) To execute reasonable lease modifications if in connection with financing by Landlord of the Shopping Center, a banking, insurance or other recognized in lender shall request such reasonable modifications of this Lease Agreement as a condition to such financing . Tenant will not unreasonably withhold, delay or defer its consent thereto , provided that such modifications do not increase the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created . NEGATIVE COVENANTS OF TENANT 16 . Tenant will not do any of the following without prior consent in writing of Landlord : (a) Do or suffer to be done, any act, matter or thing objectionable to insurance companies whereby the fire insurance or any other insurance now in force or hereafter to be placed on the demised premises or any part thereof, or on the building of which the demised premises may be a part, shall become void or suspended, or whereby the same shall be rated as a more hazardous risk than at the date when Tenant receives possession hereunder . In case of a breach of this covenant, in addition to all other remedies of Landlord hereunder, Tenant agrees to pay to Landlord as additional rent, any and all reasonable increase or increases of premiums on insurance, including rent insurance carried by Landlord on any part of the Shopping Center, caused in any way by the occupancy of Tenant . In determining whether increased premiums are the result of Tenant ' s use of premises , a schedule issued by the organization making the insurance rate on the demised premises , showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up the insurance rate on the premises . 8 (b) Commit or suffer to be committed by any person any waste upon the demised premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant in the Shopping Center, or which may disturb the quiet enjoyment of any person within five hundred (500) feet of the boundaries of the Shopping Center. SIGNS 17 . (a) Tenant shall not decorate, paint or in any manner alter the exterior of the demised premises , or any part thereof, except in accordance with its duties pursuant to Article 12 hereof, and shall not install or affix any sign, device, fixture or attachment on or to the exterior of the demised Premises or within the boundaries of the Shopping Center, without first obtaining Landlord ' s written consent. If Tenant shall do any of the foregoing acts in contravention of this provision, Landlord shall have the right to remove any such decoration, paint, alteration, sign, device, fixture or attachment and restore the demised premises to the condition thereof prior to such act, and the cost of such removal and restoration shall be paid by Tenant as additional rental on the first day of the month next following such removal or restoration . (b) Tenant, at its expense, shall furnish and install at an appropriate location on the exterior of demised premises an identification sign of such design, content, form and material as it may select for the purpose of designating the business conducted therefrom as that of Tenant ' s , such sign to be approved by Landlord or Landlord ' s architect in writing. Sign criteria are shown as Exhibit G for general guidance . (c) If Tenant does not install an identification sign within thirty (30) days after the opening of the premises for business to the public on the fascia above the store, then Landlord shall have the right to enter into the premises for the purpose of installing said identification sign at the expense of the Tenant. RIGHTS OF LANDLORD 18 . Landlord reserves in addition to , and not in substitution for other rights reserved herein, the following rights with respect to the demised premises : (a) With 24 hour notice except in the case of emergencies , by itself or its duly authorized agents, to go upon and inspect the demised premises and every part thereof, and at its option to make repairs , alterations and additions to the demised premises or the building of which the demised premises are a part. In cases of emergencies only if Tenant shall not be personally present to open and permit an entry by Landlord into the demised premises , at any time, and for any reason an entry thereof shall be necessary in the sole reasonable discretion of Landlord, Landlord or Landlord ' s agents may enter the same without rendering Landlord or such agents liable therefore . (b) After notice from either party of intention to terminate this Lease Agreement or at any time within three (3 ) months prior to the expiration of this Lease Agreement, to display a "For Rent" sign, or both "For Rent" and "For Sale" signs , and all of said signs shall be placed upon said part of the demised premises as Landlord shall require, except on display windows or door or doors leading into the demised premises . Prospective purchasers or tenants authorized by Landlord may inspect the premises at reasonable hours when accompanied by Landlord respecting Tenant ' s ongoing business operations . (c) To install or place upon or affix to the roof and exterior walls of the demised premises equipment, signs , displays , antennae, and any other object or structure of any kind, provided the same shall not materially impair the structural integrity of the building. Upon written approval of Landlord, Tenant may install a small satellite dish on the roof above the demised premises . (d) To construct other or add to other buildings or improvements in the Shopping Center, and to permit others to do so from time to time, provided access to and visibility of the demised premises shall not be adversely affected . The exercise of any right reserved to Landlord in this Article, or otherwise, shall never be deemed an eviction or disturbance of Tenant ' s use and possession of the demised premises and shall never render Landlord liable in any manner to Tenant or to any other person. CASUALTY INSURANCE AND DAMAGE TO PREMISES 19 . (a) Landlord will maintain All Risk fire insurance to include loss of rents of the Shopping Center. If the demised premises shall be damaged by fire or other casualty of the kind insured against in All Risk policies of fire insurance but are not thereby rendered untenantable in whole or in part, 9 / 1 • 1 / 1 • 1 . • 1 . - / 1 • 1 1 1 • . • 1 � . • • 1 1 . • " 1 1 1 • • • 1 • I • • 1 RIP • 1 orOr . . 1 . 1 • 1 • 1 • / 1 • 1 ♦ _ a MIS a : : : -Wo Folk — — — . . NO , - : -v • , " — — : , • WAX MINE orm To , : = - : , IF- - • in pie"^ on too * jLWAwjm &vjvMMW%JM% lw REAL — — MEDim a ma MENNEN PAPA • L : : VA WAIN Dam TWO11,61 D — . � . . ■ - VIA ON ♦ �• � w%kj wilffffibMWELIPAP • A * WA�VAW 10 a OMILWo — Iff : : : : : • , NAIRN IF SIR : ♦ : , " : &WAMN us AVA WiL BORROW _ • •: : : : • . ' WAWA WlbkWAw . , . . • • ' • , - : ■ : , " : : " - • ■ — — . — • : : • : _ - : , " : : - : . Ed WA IGLWA IF _ IN JROVA KIM : , : — MR ♦ _ . . — OR — am � • . . , — • • - • • " • , MLINaM • JWIOIW ICK • . NIL IPWIJIP . , _ : • " we - : - • , • , - • , 1 • : - : MwjqLwjag • ' : _ Aw . . . . : . - : : - or : . _ i • me 1 • • • 1 • • 1 . . � " • • • 1 1 • • • 1 - • • 1 1 • • 1 • . 1 • 1 • • 1 . 1 • • 1 • • • • • 1 1 • • pi I III • • • • 1 " 1 1 • • • • 1 " 1 1 " 1 . 1 • • • • 1 " • • • 1 • . • • 1 IN 1 " • • 1 • Pffli VWMW!AwAL 1 _ . .waskMEWA MELVA . . a WAIN - - : - - . ` : - • ; equiv : 0 . : ` ; - j-L • • _ • - W . . ' . M . : - qMLVAWMWpM � wwvq0 - - - & WAAS _ 1 1 ' • 1 • 1 " � � 1 • 1 ' 1 1 • ' • • 1 • 1 • - 1 - - 1 1 _ condition. Any such trade fixtures not removed at or prior to such termination shall be and become the property of Landlord . Lighting fixtures and heating, ventilating and air conditioning equipment, whether or not installed by Tenant, shall not be removable at the expiration or earlier termination of this Lease Agreement, or at the expiration of any renewal or extension thereof, and shall become the property of Landlord . Landlord agrees to subordinate its interest in the Tenant ' s equipment to Tenant ' s lender, and Tenant will obtain from its lender such standard subordination documentation. ASSIGNINGg MORTGAGING AND SUBLETTING 22 . Tenant agrees not to assign, mortgage, pledge or encumber this Lease Agreement in whole or in part, or sublet the whole or any part of the demised premises without first obtaining the written consent of Landlord, such consent not to be unreasonably withheld . Tenant agrees that in the event of any such assignment or subletting made with the written consent of Landlord as aforesaid, Tenant will nevertheless remain primarily liable for the performance of all the terms , conditions and covenants of this Lease Agreement . . Landlord hereby consents to the assignment of the subletting of the demised premises of this Lease Agreement to a wholly-owned subsidiary of Tenant, on condition that : (a) Any such assignee or sub lessee shall agree with Landlord in writing, prior to any such assignment or subletting, to be bound by and to perform all covenants , conditions and agreements of this Lease Agreement applicable to Tenant . (b) Tenant shall remain primarily liable for the observance and performance of all of the covenants , conditions and agreements of this Lease Agreement . (c) Notice of such assignment or subletting is given to Landlord no less than fifteen ( 15 ) days prior thereto . Thereafter, Landlord may exercise against any subtenant or assignee all the rights and remedies herein provided upon default, but Tenant shall remain liable, jointly and severally, with any assignee or subtenant for the performance of all of the covenants , conditions and agreements of this Lease Agreement, including, but not being limited to , the payment to Landlord of all payments due or to become due to Landlord under this Lease Agreement . SUBORDINATION 23 . (a) Tenant agrees to subordinate this Lease Agreement to any and all mortgages or deeds of trust now or hereafter placed on the property of which the demised premises are a part, provided in each such case the holder of any such mortgage or deed of trust shall agree in writing that this Lease Agreement shall not be divested or in any way affected by foreclosure or other default proceedings under said mortgage, deed of trust, or obligation secured thereby, so long as Tenant shall not be in default under the terms of this Lease Agreement; and Tenant further agrees that this Lease Agreement shall remain in full force and effect notwithstanding any such default proceedings under said mortgage, deed of trust or obligation secured thereby. (b) If Tenant is notified of Landlord ' s assignment of this Lease as security for a mortgage loan and of the name and address of the older of such mortgage or deed of trust, Tenant shall not terminate or cancel this Lease for any default on the part of Landlord without first : ( 1 ) Giving notice of its intention to do so to the holder of such mortgage or deed of trust, the notice to describe in reasonable detail the nature and extent of the default; and, (2) Affording the holder of such mortgage or deed of trust a reasonable opportunity to perform on behalf of Landlord its obligation under this Lease . (c) Recognizing that both parties may find it necessary to establish to third parties , such as accountants , banks , mortgagees or the like, the then current status of performance hereunder, either party, on the written request of one to the other made from time to time, will promptly furnish a written statement on the status of any matter pertaining to this Lease , including a copy of Tenant ' s latest financial statement. Without limiting the generality of the foregoing, Tenant specifically agrees , promptly upon the commencement of the term hereof, to notify the Landlord in writing of the date of the commencement of the terms and to acknowledge satisfaction of the requirements with respect to construction and other matters by Landlord, save and except for such matters as Tenant may wish to set forth specifically in said statement . At any time within ten ( 10) days after such request is made, Tenant shall execute , acknowledge and deliver to Landlord a certificate evidencing : ( 1 ) Whether this Lease is in full force and effect ; (2) Whether this Lease has been amended in any way; (3 ) Whether there are any existing defaults , defenses or of knowledge hereunder to the knowledge of Tenant and specifying the nature of such details , if any; and, (4) The date to which rent has been paid . 12 • ' 1 • • • — 1 1 • • - 1 • 1 • 1 • - , , 1 - • • • • , 1 • • • • - • • • • • • 1 . • 1 . IL 4L . • . , • 1 • 1 . • • . • • " . • _ 1 . 1 _ • • IF - • 1 • • • - 1 • • , " • • - • • � 1 • . 1 • 1 • • 1 • • • _ 1 - _ 1 • - 1 • 1 • 1 • IMA • " % % ` ' ■ : au Wasi —NJ 9 MINA Sam WAKIAM In IF . . ' ' :Aor%j Not — • Wmi %viomavrop :. : : ' : . • . • UP MENaFavadmm • ' • — - _ : - — - ' . •dll — . — — • • .. a AL IF & us — walk ammms 51 jam " ,M : . , - : : - • : . :l a • A ALALWj TAN 04110009 • o % - a VV . It 8 to 0 LIVA : : W^IA WE A — . . . RIP . : NaWar . : ubaw ; • _ 1 . _ _ ; . Nometa — — : : : • • - — — � _ • . • Aftglut : . ' . ' . � - as a& awe _ . . ly ` • - : N ffioaN:mWAXft % - _ _ � . - _ MIMS _ � Q : : : � . : avaNammus WA morp,- � . : • . . . : • • - 1 " " 1 - 1 • 1 " " 1 • • 1 - 1 1 - • • 1 • • • • _ . • y — all 1 � d • TO LANDLORD AT : Avison Young — NC , LLC 100 Europa Drive, Suite 190 Chapel Hill , North Carolina 27517 TO TENANT AT : Orange County EMS 510 Meadowlands Drive Hillsborough, NC 27278 Attn : Dinah Jeffries , Director SUCCESSORS 28 . All rights , obligations and liabilities herein given to , or imposed upon the respective parties hereto shall extend to and bind the several and respective heirs , executors , administrators , successors , sublessees , licensees , concessionaires and assigns of said parties subject to the provisions of Article 22 providing for subordination, and except as expressly provided in this Article; and if there shall be more than one Tenant they shall all be bound jointly and severally by the terms , covenants , conditions and agreements herein and the word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a Tenant herein, be the same one or more ; and if there shall be more than one tenant any notice required or permitted by the terms of this Lease Agreement may be given by or to any one thereof. No right, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Landlord in writing as aforesaid . The use of the neuter singular pronoun to refer to Landlord or Tenant may be individual , a partnership , a corporation or a group of two or more individuals or corporations . The necessary grammatical changes required to make the provision of this Lease Agreement apply in the plural sense where there is more than one Landlord or tenant and to either corporations , associates , partnerships , or individuals , males or females , shall in all instances be assumed as though in each case fully expressed . The term "Landlord" as used in this Lease Agreement so far as covenants , conditions and agreements on the part of the said Landlord are concerned shall be limited to mean Avison Young — NC , LLC and its successors and assigns . In the event of any transfer or transfers of the title to the demised premises , the said Landlord (and in case of any subsequent transfers or conveyance, the then grantor) shall be automatically freed and relieved from and after the date of such transfer or conveyance of all liability as respects the performance of any covenants , conditions and agreements on the part of said Landlord contained in this Lease Agreement, thereafter to be performed ; provided that any amount then due and payable to Tenant by Landlord, or the then grantor, under any provisions of this Lease Agreement, shall be paid to Tenant. It is intended hereby that the covenants , conditions and agreements contained in this Lease Agreement on the part of the Landlord shall , subject as aforesaid, be binding on Landlord, its successors and assigns , only during and in respect of their respective successive period of ownership . Further, Landlord ' s liability under the Lease Agreement shall be limited to and include only the interests of Landlord in the real estate comprising the Shopping Center . SCOPE AND INTERPRETATION OF THE AGREEMENT idered to be the only agreement between the parties 29 . This Lease Agreement shall be cons hereto pertaining to the demised premises . All negotiations and oral agreements acceptable to both parties are included herein. The laws of the State of North Carolina shall govern the validity, interpretation, performance and enforcement of this Lease Agreement . FORCE MAJEURE be delayed, hindered or prevented from the 30 . In the event Landlord or Tenant shall performance of any act required hereunder, by reason of war, civil commotion, acts of God, governmental restrictions , scarcity of labor or materials , strikes , labor walkouts , or any other reasons beyond its control , the performance of such act shall be excused for the period of delay, and the period of the performance of any such act shall be extended for the period necessary to complete performance after the end of the period of such delay. DEFAULT OF TENANT AND REMEDIES 31 . (a) If Tenant shall hold over possession of the demised premises after the term has expired or if Tenant shall fail to pay in full any rental or other sum of money due hereunder, as due on the first day of the month, and shall continue in default in that payment of holding over for a period of ten ( 10) days , then on or after the 15th day of that month the Landlord may at its option notify Tenant by letter of Tenant ' s continuing default and that unless the overdue payment is received or the Tenant ceases to hold over, that Landlord will begin eviction proceedings . The Landlord may also , at its option, declare the Lease terminated and demand that the Tenant vacate the premises . Thereafter, on or after the thirtieth (30th) day of that month, the Landlord may, at its option, sue Tenant for summary ejectment and for all past due rent and other sums due . All legal costs incident to this action incurred 14 by the Landlord in enforcing this or any other provision of this Lease shall become the responsibility of the Tenant as though such expenses were rent or any other charges due under this Lease . (b) If Tenant 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 does not remedy such default within thirty (30) days after written notice thereof, or does not within such thirty (30) days commence such act or acts as shall be necessary to remedy the default and shall not complete such act or acts promptly, or if Tenant shall become bankrupt or insolvent, or file any debtor proceedings , or file in any Court pursuant to any statute, either of the United States or of any State, a petition in bankruptcy or insolvency or for reorganization, or file or have filed against it a Petition for the appointment of receiver or trustee for all or substantially all of the assets of Tenant or such appointment shall not be vacated or set aside within thirty (30) days from such appointment, or if Tenant makes an assignment for the benefit of creditors , or petitions for or agrees to an arrangement, or suffers the Lease to be taken under any writ of execution and such writ is not discharged or set aside within thirty (30) days , then in any such event Landlord shall have the right at its option to terminate and cancel this Lease Agreement or to peaceably re- enter. All legal costs incident to this action incurred by the Landlord in enforcing this or any other provision of this Lease shall become the responsibility of the Tenant as though such expenses were rent or any other charges due under this Lease . If Landlord should elect to re- enter as herein provided, or should it take possession pursuant to legal proceedings , it may either terminate this Agreement make such alterations and repairs as are necessary in order to re- let the demised premises , and re-let the demised premises for such term and at such rents and upon such other terms and conditions as Landlord may deem advisable . In the event of such re-letting, all rentals received by Landlord shall be applied , first, to the payment of any indebtedness other than rental due hereunder from Tenant to Landlord ; second, to the payment of any costs and expenses of such re-letting, including the expense of alterations and repairs ; third, to the payment of rental due and unpaid hereunder, and the residue, if any, shall be held by Landlord and applied in the payment of future rental due and unpaid hereunder. If such re- letting shall yield rentals insufficient for any month to pay the rental due by the Tenant hereunder for that month, Tenant shall be liable to Landlord for the deficiency and same shall be paid monthly. No such re- entry or taking possession of the demised premises by Landlord shall be construed as an election to terminate this Lease unless the written notice of such intention be given by Landlord to Tenant at the time of such re- entry; but notwithstanding any such re- entry and re-letting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. In the event of any termination of this Lease by Landlord, whether before or after re- entry, Landlord may recover from Tenant damages incurred by reason of such breach, including the cost of recovering the demised premises and the difference in value between the rental which would be payable by Tenant hereunder for the remainder of the term and such reasonable rental value of the demised premises for the remainder of the term . (c) If Tenant shall vacate, fail to operate in or abandon the demised premises or any substantial part thereof, and if such unauthorized absence, failure to operate or abandonment shall continue for a period of twenty-one (21 ) days , then in addition to the remedies set forth in (b) above, Landlord shall have a lien on all furniture, household furnishings , trade fixtures , equipment and other personal property to which the Tenant has legal title and which remains on the demised premises , which lien may be enforced pursuant to N . C . G . S . § 44A-2 (e) by public sale, and which lien shall be for the amount of any rents which were due the Landlord at the time Tenant vacated the premises and for the time, up to sixty (60) days , from vacating the demised premises to the date of sale, and for any sums necessary to repair damages to the premises caused by Tenant, normal wear and tear excepted, and for reasonable costs and expenses of sale . IDENTITY OF INTEREST 32 . The execution of this Lease or the performance of any act pursuant to the provisions thereof shall not be deemed or construed to have the effect of creating between Landlord and Tenant the relationship of principal or agent, or of a partnership or joint venture . INVALIDITY OF PARTICULAR PROVISIONS 33 . If any term or provision of this Lease, or the application thereof to any person or circumstance shall , to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances , other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law . BROKER 34 . Tenant warrants that it has had no dealings with any broker in connection with the negotiations or execution of this Lease, except as may be identified by a separate commission agreement signed by Landlord or agent, and Tenant agrees to indemnify Landlord and hold Landlord 15 harmless from and against any and all costs , expenses or liability for commissions or other compensation or charges claimed by any broker or agent acting for Tenant with respect to this Lease . CAPTIONS 35 . Any headings preceding the text of the several Articles and Subparagraphs hereof are inserted solely for convenience and reference and shall not constitute a part of this Lease Agreement, nor shall they affect is meanings , construction or effect. T- 36 . Time is of the essence in this Lease Agreement. Whenever a period of time is herein prescribed for action to be taken by Landlord or Tenant, or whenever a date for completion of such action is specified herein, Landlord or Tenant shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, (or such date shall be extended for a period equal to , as the case may be) , any delays due to war, civil commotion, acts of God, strikes or other labor disputes , governmental restrictions or regulations or interference, fire or other casualties , or any other causes of any kind whatsoever which are beyond the reasonable control of Landlord or Tenant, as the case may be . MEMORANDUM OF LEASE 37 . Lfflndlefd' sha4l netimobe deemed to niedify, ehange ef4fer4 a" ft of this Lease in Manner. whatsoever. . ENTIRE AGREEMENT 3 8 . This Lease Agreement, with the Exhibits attached hereto , contains all of the agreements and conditions made between the parties hereto and may not be modified orally, or in any manner other than by agreement, in writing, signed by the parties hereto or their respective successors in interest. LEASE INURES TO THE BENEFIT OF THE ASSIGNEES 39 . This Lease Agreement and all the covenants , provisions and conditions contained herein shall inure to the benefit of and be binding upon the heirs , personal representatives , successors and assignees , respectively of the parties hereto . IN WITNESS WHEREOF , the parties hereto have executed this Lease Agreement on the day and year first above written . LANDLORD : ATTEST : Churton Grove Center, LLC , Herein Represented by Its Duly Authorized Agent, A,,vison Young — NC , LLC By: John P . Graham, Principal WITNESS : TENANT : Orange County, a Political subdivision of the State of North Carolina By: STATE OF NORTH CAROLINA, COUNTY OF Gar a Notary Public for said County and State do hereby certify that / , personally came before me this day and executed the foregoing instrument in his individual capacity. Witness , my hnd� and official seal, this y of •�`�°���® ERSp (O� eal) afti* Q 0a NRY co MEND N ARY UBLIC deal fly Commiss103 �Ppires be a 3 PUBS c' : ,� 16 •,����4N� a ' ' v�`�4, EXHIBIT A LEGAL DESCRIPTION CHURTON GROVE CENTER BEGINNING at a concrete monument control corner at the northwestern corner of that 11 . 55 acre tract of land shown as " COMMERCIAL LOT" by plat of survey of record at Plat Book 84 Page 199 , Orange County Registry; running thence S 71 degrees 20 ' 21 ' E 939 . 98 feet to an iron pin in the western boundary of the right- of--way for Carolina Avenue ; thence with the western boundary of the right- of--way for Carolina Avenue S 160 26 ' 32 " W 278 . 16 feet ; thence continuing with the western boundary of the right- of--way for Carolina Avenue in a clockwise direction along the are of a circle having a radius of 25 . 00 feet a distance of 18 . 69 feet ( chord bearing S 37 degrees 51 ' 32 " W , chord length 18 . 26 feet) ; thence continuing with the right- of--way for Carolina Avenue around a cul - de- sac in a counterclockwise direction along the arc of a circle having a radius of 50 . 00 feet a distance of 115 . 92 feet ( chord bearing S 07 " 08 ' 28 " E , chord length 91 . 65 feet) ; thence continuing with the right- of-way for Carolina Avenue around a cul - de- sac in a counterclockwise direction along the are of a circle having a radius of 50 . 00 feet a distance of 111 . 06 feet (chord bearing N 42 degrees 48 ' 40 " F , chord length 89 . 60 feet) to an iron pin ; thence S 20 " 49 ' 12 " E 233 . 90 feet to an iron pin in the northern boundary of the right- of--way for St . Mary ' s Road : thence with the northern boundary of the right- of--way for St . Mary ' s Road the following courses and distances : S 69 degrees 00 ' 32 " W 129 . 93 feet, S 690 58 ' 28 " XV 67 . 29 feet, S 69 " 58 ' 28 " W 67 . 29 feet and S 70 degrees 39 ' 32 " W 48 . 77 feet to the intersection of the northern boundary of the right- of--way for St . Mary ' s Road with the northern boundary of the right- of-way for U . S . Hwy. 70 ; thence with the northern boundary of the right- of-- way for U . S . Hwy. 70 in a counterclockwise direction along the arc of a circle having a radius of 5904. 76 feet a distance of 76225 feet ( chord bearing N 59 degrees 42 ' 11 " W. chord length 761 . 82 feet) to an iron pin ; thence N 00 degrees 28 ' 04 " W 550 . 27 feet to a concrete monument, the point and place of the BEGINNING ; and being all of that 12 . 3 84 acre tract (including public right- of--way for Scotswood Blvd . ) shown by plat of survey entitled, " CHURTON GROVE CENTER, LLC - RECOMBINATION PLAT, RIGHT- OF -WAY DEDICATION & EASEMENT PLAT , " by Philip Post & Associates , dated 26 Feb ` 02 , revised 14 May ` 02 . Project No . 51807A . 17 EXHIBIT B PLAT OR LEASING PLAN Attached to and Made Part of Lease Dated 6b - . 2 5 , 2019 by and between CHURTON GROVE CENTER, LLC Landlord And Orange County, Tenant K j . • J 1 � I .r . H G F E D C B A • r � • ! / A • 0 • • 18 EXHIBIT C RULES AND REGULATIONS Attached to and Made Part of Lease Dated f it " 25r , 2019 by and between CHURTON GROVE CENTER, LLC Landlord And Orange County, Tenant 1 . The Tenant shall not use the name of the Building, the Site, or any future designation of any of these, for any purpose other than that of business address of the Tenant, and shall never use any Pi or likeness of the Building or the Site in any circulars , notices , advertisements or correspondence without the Landlord ' s express consent in writing . Tenant shall not use the name of the Landlord for any reason without the Landlord ' s written consent . 2 . Tenant shall not bring into the demised premises or operate therein any engine, boiler, dynamo or machinery of any kind, or carry on any mechanical operations in the demised premises , or place any explosive therein, or use any kerosene, oils or burning fluids therein, without first obtaining in each and every instance the prior written consent of Landlord . 3 . The demised premises shall not be used for the purpose of lodging or sleeping rooms , nor in any way to damage the reputation of the Building; and Tenant shall not disturb or permit the disturbance of other tenants of the Building by the use of musical instruments or other noises , odors , canvassing of any occupant of the Building, fail to maintain order in the Building, or by any other interference whatsoever. 4 . The Tenant shall not install any musical instrument or equipment in the Building or any antennae, aerial wires or other equipment inside or outside the Building, without, in each and every instance, prior written approval by Landlord . The use thereof, if permitted, shall be subject to control by the Landlord so that others shall not be disturbed or annoyed . 5 . Landlord shall reserve the right to exclude or eject from the Building animals of every kind, bicycles , and all canvassers and other persons who conduct themselves in such a manner as to be, in the judgment of Landlord, an annoyance to the Tenants or a detriment to the Building. 6 . The toilet rooms , water closets and other water apparatus shall not be used for any purpose other than those for which they are intended . The cost of repair of any damage resulting from misuse or abuse by Tenant, its employees or guests , shall be borne by Tenant . 7 . The Tenant shall not place or allow anything to be against or near the glass of partitions , doors , or windows of the demised premises which may diminish the light in, or be unsightly from , the exterior of the Building or any Common Areas . If there are any glass entry doors to the demised premises , Tenant must obtain Landlord' s prior written approval , which Landlord may give or withhold in its sole discretion, of all furniture, interior finishes and other objects visible through such glass door(s ) . Shades , draperies or other forms of inside window covering, if not so provided by Landlord, must be of such shape, color, and materials as are approved by Landlord in writing prior to installation . 8 . If Tenant desires telegraphic, telephonic, burglar alarm or signal service , the Landlord will , upon request, direct where and how connections and all wiring for such service shall be introduced and run . Without such direction, no boring, cutting or installation of wires or cables is permitted . 9 . The Tenant shall be responsible for the locking of doors in and to the demised premises . Any damage resulting from neglect of this clause shall be paid by Tenant. 10 . Intentionally omitted . 11 . No part of the Building shall be used or in any way appropriated for gambling, immoral or other unlawful practices , and no intoxicating beverages or liquors shall be sold in Building without Landlord ' s prior written consent . 19 12 . The Tenant shall not do or permit to be done in the demised premises or Site , or bring or keep anything into the demised premises or Site, which shall in any way increase the rate of fire insurance on the Building, or on the property kept in the Building, or obstruct or interfere with the rights of other Tenants or in any way injure or annoy them, or conflict with the laws relating to fires , or with the regulations of the Fire Department, or any part of these laws , or conflict with any rules and ordinances of the Board of Health . 13 . Tenant shall not, without Landlord' s prior written consent, after full disclosure, keep , use, store, or dispose of, substances designated as or containing components designated as hazardous , dangerous , toxic or harmful and/or subject to regulation under any federal, state or local law, regulation or ordinance, on or around the demised premises . 20 EXHIBIT D FOOD LION COVENANTS Attached to and Made Part of Lease Dated br ",ar 25; 2019 by and between CHURTON GROVE CENTER, LLC Landlord And Orange County, Tenant Churton Grove Center Hillsborough, North Carolina ARTICLE 5 USE AND RESTRICTIONS A. Use . The Demised Premises may be used for a supermarket or any other lawful commercial use . Notwithstanding any provision in this Article 5 or any other provision of this Lease, it is understood and agreed by Landlord and Tenant that Tenant is not required to conduct business continuously on the Demised Premises and Tenant may, at any time during the Lease Term, cease business operations at, and/or remove any and all of Tenant' s fixtures , equipment, leasehold improvements and/or other property from, the Demised Premises without the consent of Landlord . Be Comnliance With Laws . Landlord agrees that, upon the Rent Commencement Date and throughout the Lease Term, both the construction and use of the Demised Premises , the Shopping Center and the Common Area shall comply in all material respects with all laws , rules , ordinances , regulations and similar requirements relative to such property, including, without limitation, all zoning and building codes . Landlord agrees that if (i) any authorized public authority notifies Tenant that the Demised Premises or the Shopping Center does not comply with any law, rule, ordinance or regulation of any public authority having jurisdiction and such authority requests compliance, and (ii) such failure to comply shall, as determined by Tenant in its sole and absolute discretion, in any way (a) affect the use of the Demised Premises by Tenant, (b) affect any other rights of Tenant under this Lease, or (c) impose any obligation upon Tenant, Landlord shall , upon receipt of notice from Tenant of such complaint, immediately perform all required repairs , alterations or other work . If Landlord shall not immediately commence to perform and diligently pursue all required repairs , alterations or other work and prosecute such work until completion, Tenant shall have the right, but not the obligation, to (1) terminate this Lease upon providing Landlord written notice of such termination or (ii) perform all required repairs , alterations or other work and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord and Tenant may offset such amounts paid by Tenant for completion of such work against Base Rent otherwise due, pursuant to Article 15 . 17 . hereof. If Tenant is deprived of the use or enjoyment of all or any part of the Demised Premises or the Common Area, all rent otherwise payable shall abate on an annual per diem basis in proportion to such deprivation as determined by Tenant . During the Lease Term, Tenant shall comply in all material respects with all laws , rules , ordinances and regulations of lawful authorities having jurisdiction over the Demised Premises relative to the use of the Demised Premises . C . Shopping Center to Contain Retail, Service and Similar Stores Only. Without the prior written consent of Tenant, which consent may be withheld in Tenant's sole discretion, or as otherwise provided in this Lease, none of the following shall be permitted to operate within the boundaries of the Shopping Center or any out-parcels thereto in a location nearer than five hundred (500) feet to the entrance of the Demised Premises : (1) restaurant= except as Provided herein , (ii) theater of any kind, (iii) child care center, (iv) skating rink, (v) bowling alley, (vi) billiard or bingo parlor, (vii) flea market, (viii) massage parlor, (ix) funeral home, (x) off-track betting parlor, (xi) carnival , amusement park or circus , (xii) shows or sales by merchants utilizing vehicles or booths in the Common Area, (xiii) facility for the sale and/or lease of new or used motor vehicles , trailers or mobile homes , (xiv) banquet hall , auditorium or other place of public assembly, (xv) training or educational facility (including, without limitation, a beauty school , barber college, school or other 21 rainees rather than customers) , (xvi) facility catering primarily to students or t gymnasium, sport or health club or spa, (xvii) dairy store, (xviii) establishment which sells alcoholic beverages for on- or off-premises consumption, except with the sale of food as provided herein , or (xix) any other recreational or entertainment-type activity, such as arcades or came parlors . Furthermore, notwithstanding any other provision contained herein to the contrary, Landlord shall not operate or lease (or permit to be operated or leased) any building, tenant space, or other area in the Shopping Center for the following uses . 1 . Any use which involves the raising, breeding or keeping of any animals or poultry. 2 . Any dangerous or unsafe uses . 3 . Any industrial uses , including, without limitation, any manufacturing, smelting, rendering, brewing, refining, chemical manufacturing or processing, or other manufacturing uses . 4 . Any mining or mineral exploration or development except by non- surface means . 5 . Any use which may require water and sewer services in excess of the capacities allocated to the Shopping Center by any governmental authority. 6 . Any noxious or offensive activity which Tenant deems objectionable and adverse to the preservation of property values of the Shopping Center. 7 . Any religious use or use of any improvement in the Shopping Center, either temporarily or permanently, as a church, temple, synagogue , mosque, or the like . However, Landlord shall have the right to lease space to a Christian bookstore. 8 . Any facility for the sale of paraphernalia for use with illegal drugs . 9 . Any facility for the sale or display of pornographic material ( as determined by community standards for the area in which the Shopping Center is located) . 10 . Any use which violates any statute , rule, regulation, ordinance or other law of any governmental entity, including but not limited to any statute, rule , regulation, ordinance or other law concerning hazardous wastes or toxic substances and all flood plain, industrial waste and other ordinances of the city or any other governmental body in which the Shopping Center is located . In the event Landlord violates the provisions of this Article S . C . , Tenant shall have the right, at its sole option, to (i) terminate this Lease and/or (ii) institute appropriate actions in any court of competent jurisdiction to obtain damages for Landlord' s breach and to enjoin Landlord from violating the provisions hereof. D . Tenant ' s Exclusive. During the Lease Term, Landlord, its successors , assigns , representatives , heirs , any person(s) or entity(ies) having a direct or indirect interest in Landlord, or any Wholly- Owned Subsidiary or Affiliate of Landlord shall not sell , lease, rent, occupy, or permit to be occupied any premises owned or controlled by Landlord or such other parties which are within the Shopping Center or within one ( 1 ) mile (as measured on public or private roads) of the Shopping Center, and which are to be used for a supermarket, convenience food store or otherwise for the sale of, without limitation, ( 1 ) packaged or fresh seafood, meat or poultry for off-premises consumption, (2) packaged or fresh produce or vegetables for off- premises consumption, (3 ) packaged or fresh dairy products (excluding cone ice cream) for off-premises consumption, (4) packaged or fresh bakery products for off-premises consumption, (5 ) other grocery items , (6) tobacco or tobacco products , or (7) fresh flowers , floral arrangements , green and/or blooming plants , gift items and other floral merchandise, bedding plants , tropical green plants , pumpkins during the Halloween season, or Christmas trees during the Christmas season, or ( 8) beer, wine and package liquors for off-premises consumption (except for beer, wine and package liquors sold by a governmentally- owned facility) , or any of them ; provided, however, that these restrictions shall not apply to premises owned or controlled by Landlord or the other parties described above if such premises (i) are already used for the purposes stated herein at the time of execution of this in writing to Tenant prior to the time of execution of this Lease, and Lease, (ii) are disclosed (iii) continue to be used for such purposes . In addition, Landlord shall not sell or otherwise convey any such premises without imposing thereon a restriction to secure compliance herewith, or permit any tenant or occupant of the Shopping Center or any part thereof to sublet or assign in any manner, directly or indirectly, any part thereof to any person, firm or corporation engaged in any such business described above , without the prior written consent of Tenant, which consent may be withheld by Tenant in Tenant' s sole discretion . Es Exceptions to Exclusive and Retail Uses . 22 Notwithstanding the provisions of Articles 5 . C . and 5 . D . above, Landlord shall have the right to lease shop spaces , not to exceed 1 , 200 square feet per store, located in the Shopping Center to an ice cream or yogurt store (similar to a Bressler ' s or a TCBY) , an " exclusive, upper- end " candy store, a health food store, a submarine sandwich shop similar in operation to Subway, or a pizza restaurant or other type of restaurant facility selling prepared and precooked food for take-out " e* or with an eat-in area which will seat no more than 25 customers, and Landlord may lease or sell the out-parcels located on Exhibit " A " to a nationally-known restaurant similar in operation to the restaurants listed below, provided such restaurants ( 1 ) are operating their businesses in the same manner as they operate as of the date of this Lease, (2) do not violate the restrictions described in Article 2 . A. herein, (3 ) only sell beer and wine for on-premises consumption ancillary to the sale of food products and such beer and wine sales do not exceed fifty percent (50 %) of the business conducted therein, and (4) do not, without Tenant' s prior written approval (which approval may be withheld in Tenant' s sole and absolute discretion) , sell alcoholic beverages other than beer and wine . McDonald ' s Hardees Pizza Hut Kentucky Fried Chicken Pizza Inn Churches Fried Chicken Roy Rogers Arby's Burger King Dairy Queen Tastee Freeze Taco Bell EWendy ' s Bojangles Restaurants located within the Shopping Center shall be limited to those of national or regional chains with the majority of their business in take- out sales . In addition, Landlord may lease space, not to exceed 7 , 500 square feet, to an up - scale, quality restaurant, mutually acceptable to Landlord and Tenant, and such restaurant shall be located within the area outlined in blue on Exhibit "A" , attached hereto , said up- scale restaurant shall have the right to sell alcoholic beverages , provided the sale of said beverages is ancillary to the sale of food and said sales do not exceed fifty percent (50 %) of the business conducted therein . However, no more than three (3 ) restaurants shall be permitted in the Shopping Center. 23 EXHIBIT E NONE 24 EXHIBIT F NONE 25 EXHIBIT G Attached to and Made Part of ` Lease Dated l,�drua, w ZS' , 2019 by and between CHURTON GROVE CENTER, LLC Landlord And Orange County, Tenant SIGN CRITERIA — Page 1 CHURTON GROVE CENTER The following sign criterion has been established to assist tenants in complying with their lease . These basic standards have been made to govern the design, fabrication and installation of tenant signs and is intended to afford all tenants with good visual identification, both day and night, and to protect against poorly designed and badly proportioned signing . The sign standards have been selected to harmonize and compliment the building materials and will assist in creating the proper atmosphere for the center, which we feel is located in the most prestigious trade area of the Hillsborough area. Please inform your sign fabricator that he must submit two (2) copies of his detailed, scaled sign drawings to the office of the center ' s leasing and management agent : Avison Young — NC . LLC , 100 Europa Drive Suite 190 , Hillsborough, NC 27517 You will be held liable and shall bear all costs for removal and/or correction of signs , sign installation, and damage to the building by sign installations that do not conform to the following specifications . SPECIFICATIONS 1 . All signs are to be in the form of individual face channel letter, illuminated with neon tubing with plastic letter faces . 2 . Letter height : One horizontal line of lettering not to exceed 18 " in height . If upon Landlord ' s determination, more than one horizontal line of lettering is necessary to provide adequate signage, Landlord will allow Tenant to use two horizontal lines of lettering not to exceed 18 " in height . 3 . Sign size : Not to exceed eighteen ( 18 ) square feet . The surface area of a sign shall be computed as including the entire area within a regular geometric form comprising all of the display area of the sign and including frames and all of the elements of the matter displayed . MAXIMUM LENGTH OF SIGN : 12 feet. 4 . Lettering style : Shall be ( 1 ) Alert Extrabold, (2) Clarendon Bold, (3 ) Helvetica Medium, (4) Microgramma Bold, or ( 5 ) Peignot Bold in either upper or lower case letters . Other letter styles may be acceptable provided prior written consent is given by Landlord. 5 . Letter depth : returns - 5 " 6 . Materials of construction : A. Metal portions of letters to be fabricated from . 063 aluminum and to be of heliarc welded construction . Interior of letters to receive a white polane finish, exterior of letters to have a sprayed polane finish (color as approved) . B . Plastic letter face shall be 3 / 16 " thick of equal to Roman Haas plexiglass . C . 1 " wrapped around Jewelite trim to match return of channel . D . Neon tubing to be 13 mm double tubing . Powered by 30 M .A. transformers 26 EXHIBIT G SIGN CRITERIA - Pau 2 CHURTON GROVE CENTER E . All wire behind wall with stand offs ; all transformers enclosed in metal containers provided by sign company. F . No exposed electrical conduits or crossovers between letters on facial of building. 7 . Emblems or Logos : may be used in conjunction with the sign letters upon prior written consent of Landlord . Such emblems or logos are not to be box signs , but in a contour form and dimensions within the limits as stated herein, i . e . 18 " height maximum, and conform to materials specified . 8 . Placement : Letters shall center on canopy fascia vertically, and left and right on lease frontage . 9 . Quantity of Signs : One sign per tenant storefront . 10 . Secondary Signs : A. No secondary exterior signs are to be placed on building wall elevations . Landlord will allow letters not to exceed 5 " to be placed on the rear door for identification purposes . B . No sandwich or easel/portable signs are allowed . C . No window signs are permitted without the express approval of the Landlord . D . Standard address numerals for postal identification of premises will be permitted . Numeral height shall not exceed 5 " . AS PREVIOUSLY STATED , SCALED DRAWINGS IN DUPLICATE , INDICATING ALL COPY, MATERIAL OF CONSTRUCTION, AND LETTER STYLE , ARE TO BE SUBMITTED TO THE LANDLORD FOR APPROVAL PRIOR TO FABRICATION . COLORS SHALL BE : LETTER FACE - #7328 WHITE ROHN & HASS ; RETURNS - DARK BRONZE #313 LACRYL . SIGN FABRICATOR SHOULD GET APPROVAL FROM THE APPROPRIATE LOCAL AUTHORITY FOR COMPLIANCE WITH LOCAL SIGN ORDINANCE . 27 EXHIBIT G SIGN CRITERIA — Page 3 CHURTON GROVE CENTER DRAWING 28 EXHIBIT H ADDENDUM TO LEASE Attached to and Made Part of Lease Dated �j br",, zisr , 2019 by and between CHURTON GROVE CENTER, LLC Landlord And Orange County, Tenant Information Concerning Tenant Landlord agrees to accept Tenant ' s synopsis of business and range of Tenant ' s current net worth provided such is submitted in writing and will be held in confidence . Landlord reserves the not, should a material adverse change in Tenant ' s financial status be indicated, to request full disclosure as outlined in Paragraph 25 of this Lease . Confidentiality of Lease Terms and Other Matters Tenant agrees to keep all terms of this Lease confidential . Landlord hereby acknowledges that Tenant has certain proprietary and trade secret information, including the types of equipment utilized in performing its services , business acquisition or expansion plans , physical design or operation and other financial and business information (the foregoing collectively being the "Protective Information") . Landlord agrees that Tenant has developed the Protective Information through substantial efforts of the Tenant and Landlord shall not without the express written consent of the Tenant, during and after the term of this Lease disclose all or any part of such Protective Information to any person, firm, corporation, association or other entity for any reason or purpose. 29 EXHIBIT I ADDENDUM TO LEASE - UPFIT Attached to and Made Part of Lease Dated 1 �i� ccu '^ Z; 2019 by and between CHURTON GROVE CENTER, LLC Landlord And Orange County, Tenant N/A 30 EXHIBIT J RATE SITAIMARY Attached to and Made Part of Lease Dated 6,.U" ZS , 2019 by and between CHURTON GROVE CENTER, LLC Landlord And Orange County, Tenant Term # of Months S tart Date End Date SF P S F Rate $/Month Total $ 1 6000 02/ 15/ 19 08/ 15/ 19 59000 $20000 $8,333 .33 $505000* 00 Total 6. 00 $50,000. 00 31 EXHIBIT K Use of Churton Grove Center Name by Tenants Attached to and Made Part of Lease Dated bkjtd ry z , 2019 by and between CHURTON GROVE CENTER, LLC Landlord And Orange County, Tenant 1 . Churton Grove Center, LLC through its duly authorized agent, Avison Young — NC , LLC hereby grants to the tenant a non-exclusive, royalty4ree , fully paid-up authorization to use the name "Churton Grove Center" in plain block lettering as shown below . Churton Grove Center 2 . This authorization is specifically limited to those tenants not in default of any of the terms of their leases , and is to be used in advertising to direct clients and customers to their place of business at Churton Grove Center. This authorization is not transferable, and is not to be used in connection with other stores the tenant may have at other locations . 3 . Neither tenant, nor owner, nor lease guarantor, or anyone acting on their behalf will register or attempt to register, in any federal or state registry, "Churton Grove Center" as a trademark, service mark or trade name, for any purpose whatsoever, without the written consent of Landlord or Agent . 4 . The term of this authorization shall be for as long as the tenant remains in good standing under the terms of its lease , including extensions and renewals . Immediately upon final expiration, tenant shall cease use of the words "Churton Grove Center" . 5 . The tenant shall indemnify, protect and save the Landlord and Agent harmless from all liabilities , obligations , losses , claims , damages , actions , suits , proceedings , costs and expenses , including attorney ' s fees actually incurred at such attorneys ' customary hourly billed rates , that arise out of, are connected with, or result, directly or indirectly, from the tenant ' s exercise of the nification shall survive the final expiration of the tenant ' s lease . rights granted herein . This indem 32