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HomeMy WebLinkAbout2020-044 AMS - Charles Coates VB lease agreement f LEASE AGREEMENT Between Charles J . Coates and Geraldine Dawson (Landlord) and Orange County, North Carolina (Tenant) TABLE OF CONTENTS Page TABLE OF CONTENTS 1 -2 LEASE PROVISIONS 34 LEASE AGREEMENT 5 1 . PARTIES 5 2 . PREMISES 5 3 . REPAIRS AND POSSESSION 5 4. USE AND OPERATION 5 5 . TERM 5 6 . RENTAL 5 7 . SECURITY DEPOSIT 6 8 . UTILITIES 6 9 , TAXES 6 10 . REPAIRS AND MAINTENANCE 6 11 . TENANT ' S RIGHTS TO MAKE ALTERATIONS 7 12 . AFFIRMATIVE COVENANTS OF TENANT 7 13 . NEGATIVE COVENANTS OF TENANT 7 14 . SIGNS 8 15 . RIGHTS OF LANDLORD 8 16 . CASUALTY INSURANCE AND DAMAGE TO PREMISES 8 17 . INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE 9 18 . FIXTURES 10 19 . ASSIGNING, MORTGAGING AND SUBLETTING 10 20 . SUBORDINATION 10 21 . REMEDIES CUMULATIVE 11 nl S aeeO 1 (308 W. Franklin St. ) Landlord Tenant 22 . SURRENDER AND HOLDING OVER 11 23 , CONDEMNATION 11 24 . NOTICES 11 25 . SUCCESSORS 12 26 . SCOPE AND INTERPRETATION OF THE AGREEMENT 12 27 , FORCE MAJEURE 12 28 , ESTOPPEL CERTIFICATES 12 29 . DEFAULT OF TENANT AND REMEDIES 12 30 . IDENTITY OF INTEREST 13 31 . INVALIDITY OF PARTICULAR PROVISIONS 13 32 . BROKER 13 33 . CAPTIONS 13 34 . TIME 14 35 . MEMORANDUM OF LEASE 14 36 . ENTIRE AGREEMENT 14 37 . LEASE INURES TO THE BENEFIT OF THE ASSIGNEES 14 SIGNATURE PAGE 15 GUARANTY OF LEASE 16 - 17 MEMORANDUM OF LEASE 18 - 19 �ials 2 t (308 W. Franklin St. ) Landlord Tenant LEASE PROVISIONS 1 . LANDLORD : Charles J. Coates and Geraldine Dawson 2 . TENANT : Orange County, North Carolina 3 . USE : Chapel Hill Orange County Visitors Bureau 4 . AREA OF PREMISES : 308 W. Franklin St. , Chapel Hill, North Carolina 27516, a lot of approximately 12, 100 sq. ft. , a building of approximately 4, 008 sq. ft. , parking, and entrances . 5. NOTICE ADDRESS : Charles J. Coates, 5001 Cole Mill Road, Durham, NC 27705 6. LEASE TERM : 120 months 7. RENTABLE SO. FT. : 4008 8. DELIVERY: April 1 , 2020 9. LEASE EXECUTION DATE : January 24, 2020 10 . LEASE COMMENCEMENT : April 1 , 2020 11 . LEASE EXPIRES : March 31 , 2030 12 . RENT COMMENCEMENT : June 1 , 2020 13 . MONTHLY BASE RENT : Year one : April 1 , 2020 - March 31 , 2021 : $ 10,414; Year two : April 1 , 2021 - March 31 , 2022 : $ 10, 726; Year three : April 1 , 2022 - March 31 , 2023 : $ 11 , 148 ; Year four: April 1 , 2023 - March 31 , 2024 : $ 11 , 380 ; Year Five : April 1 , 2024 - March 31 , 2025 ; $ 11 , 721 , Year Six: April 1 , 2025 - March 31 , 2026 : $ 12, 073 ; Year Seven : April 1 , 2026 - March 31 , 2027 : $ 12,435 ; Year eight : April 1 , 2027 - March 31 , 2028 : $ 12, 808 : Year nine : April 1 , 2028 - March 31 , 2029 : $ 13 , 192 ; Year ten: April 1 , 2029 - March 31 , 2030 : $ 13 , 588 . Yearly rent escalation of 3 % / year 14. ANNUAL BASE RENT : Year one : April 1 , 2020 - March 31 , 2021 : $ 104, 140 Year two : April 1 , 2021 - March 31 , 2022 : $ 128 , 712 Year three : April 1 , 2022 - March 31 , 2023 : $ 132, 576 Year four : April 1 , 2023 - March 31 , 2024 : $ 136, 560 Year five : April 1 , 2024 - March 31 , 2025 : $ 140, 652 Year six: April 1 , 2025 - March 31 , 2026 : $ 14076 Year seven: April 1 , 2026 - March 31 , 2027 : $ 149,220 Year eight : April 1 , 2027 - March 31 , 2028 : $ 153 , 696 Year nine : April 1 , 2028 - March 31 , 2029 : $ 158 , 304 Year ten : April 1 , 2029 - March 31 , 2030 : $ 163 , 056 15. RENT ESCALATION: Three percent (3 %) increases at each Lease Anniversary date from Lease Commencement Date April 1 , 2020 . 16. IMPROVEMENTS BY TENANT AND RENT CONCESSION: Per aforementioned lease commencement date and rent commencement date, Landlord provides Tenant two (2) month ' s rent equal to $20, 828 for building upfit. Rent Commencement date is two (2) months later than Lease Commencement date . Tenant agrees to complete the following building improvements to be completed by Tenant at Tenant' s expense : A. Exterior repainting of wood trim B . Interior drywall repairs and repainting C . Interior floor refinishing or replacement D . _TBD by Tenant E . 17. REAL ESTATE / PROPERTY TAXES : As part of the Lease Agreement, Tenant shall pay the entire Orange County Property Tax and Fee Bill for the Demised Premises directly to Orange County, for each and every year of the Lease, except as noted below. Landlord will provide Tenant a copy of the Orange County Property Tax and Fee Bill yearly, as soon as it is received by Landlord (typically in 3 C l . . a (308 W. Franklin St. ) ndlord Tenant August) . Tenant shall provide confirmation of receipt of said Bill and confirmation that said Bill has been paid before the Past Due Date (currently January 6th yearly) . NOTE : For Year One of the Lease, Landlord shall pay 1 /41h of the 2020 Tax Bill and Tenant shall pay 3 /4`h of said Bill directly to Orange County and provide confirmation. For Year Ten of the Lease, Landlord shall pay 3/41 of the Tax Bill for 2030, and Tenant shall pay 1 /41 of the Tax Bill for 2030 directly to Orange County and provide I confirmation. 18 . BUILDING MAINTENANCE, UTILITIES, AND INSURANCE : Tenant will be responsible for maintenance, utilities , and insurance of the leased Demised Premised per Lease Agreement 190 SECURITY DEPOSIT : Tenant shall provide the Landlord a security deposit equal to one ( 1 ) month' s rent $ 10,414 within five days of lease execution. 20 . PAYMENTS : All payments from Tenant to Landlord shall be wire transferred into Landlord ' s account: FRB ABA 053000196 wire 026009593 Bank of America For credit to : Account: 237012680744 In favor of. Charles J. Coates 5001 Cole Mill Road Durham, NC 27705 21 . ALL RENTS ARE DUE ON THE lst DAY OF EACH MONTH: Any payment not received by the 101 of the month will incur an automatic late fee of six (6%) percent of the monthly rental rate , to be paid immediately following late rent payment. I A Init 4 Ci (308 W. Franklin St. ) L dlord Tenant LEASE AGREEMENT PARTIES 1 . THIS LEASE AGREEMENT made and entered into on January 24 , 2020 by and between Charles J. Coates and Geraldine Dawson, 5001 Cole Mill Road, NC 27705 (hereinafter referred to as Landlord) and Orange County, North Carolina (hereinafter referred to as "Tenant") PREMISES 2 . Landlord leases to Tenant, and Tenant leases from Landlord under the terms and conditions set forth in this Lease Agreement, certain premises consisting of a lot of approximately 12, 100 square feet including a building of approximately 4008 square feet with adjoining parking lot and entrances (hereinafter referred to as "Demised Premises") in Chapel Hill, State of North Carolina, as described legally as Tract 704410, Map 7 . 85 . M. 23 , Chapel Hill, Orange County, NC, located at 308 W. Franklin St. , Chapel Hill, NC 27516 . REPAIRS AND POSSESSION 3 . Landlord warrants that it is the Owner of the tract of land described in Premises (a. ) Tenant herein agrees to hold Landlord harmless for any outstanding bills or invoices that might occur pursuant to Tenant' s repair, upfit or improvement of said Demised Premises . Further, Tenant shall not allow any outstanding bills incurred for labor employed by Tenant and/or materials used for said upfit of Demised Premises to remain unpaid. Tenant will hold Landlord harmless for any loss, cost, damage and/or expense of every kind, including any resulting attorney' s fees , directly or indirectly incurred as a result or on the account of any materialman ' s lien or claim of lien that might be placed on the Demised Premises as a result of Tenant' s improvements, repairs or upfit. Rent shall commence as of June 1 , 2020 (hereinafter called "Rental Commencement Date") regardless of whether Tenant has opened for business . (b . ) Tenant shall pay all of the utility charges for the Demised Premises after delivery of possession thereof by Landlord. Tenant agrees to submit to Landlord plans and specifications covering all improvements or upfit which Tenant proposes to do in the Demised Premises . 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. Landlord agrees to act with reasonable promptness with respect to such plans and specifications . (c) By occupying the Demised Premises after the delivery of possession, to perform improvement or upfit work or for any other purpose, Tenant shall be deemed to have accepted the same and to have acknowledged that the Demised Premises are in the condition required by this Lease Agreement . (d) If Tenant desires to change the wiring for telegraphic, telephonic, telecommunication, burglar alarm or signal service within the Demised Premises, Tenant agrees to submit to Landlord plans and specifications describing where and how connections for said wiring for such services shall be introduced and run. 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. Without such approval, no boring, cutting or installation of wires or cables is permitted. Landlord agrees to act with reasonable promptness with respect to such plans and specifications . (e) 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. USE AND OPERATION 4 . (a) Tenant shall use and occupy the Demised Premises solely for the purpose as the Chapel Hill Orange County Visitors Bureau (b) Tenant agrees that the Demised Premises shall not be used, assigned or subleased for any illegal use . (c) Tenant shall not do or permit to be done in the Leased Demised Premises or Site, or bring or keep anything into the Leased 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 . (d) Tenant shall not, 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 Leased Demised Premises . TERM 5 . The initial term of this Lease Agreement shall commence on April 1 , 2020 and expire on March 31 , 2030 . RENTAL 6 . (a) During the term of this Lease, Tenant covenants and agrees to pay to Landlord the monthly rental amounts shown in Lease Provisions . (In consideration of the Tenant completing the noted repairs / improvements to the property, the Tenant will pay no rent for the first two (2) months) . Said monthly Inif 5 / Q� (308 W. Franklin St.) L ndlord Tenant installments are to be paid in advance on the first day of each and every calendar month. Any payment not received by the 10" of the month will incur an automatic late fee of six (6) percent. (i) The term "lease year" as used in this lease, refers to the period from the Lease Commencement Date to the same next succeeding date, both dates inclusive, to each successive twelve ( 12) month period thereafter throughout the Lease Term. (b) Time and Place of Payment: Tenant will make all payments, including rent, taxes , and damage deposit by wire transfer to : ABA 053000196, wire 026009593 , Bank of America, For credit to : Account: 237012680744, Bank of America, Incoming Wire Account, In favor of: Account 237012680744 in favor of Charles J. Coates, 5001 Cole Mill Road, NC 27705 , 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 payment date . SECURITY DEPOSIT 7. Tenant shall provide the Landlord a security deposit equal to one ( 1 ) month ' s rent upon lease execution. Landlord shall acknowledge receipt from Tenant of this sum of $ 10,414, which sum Landlord shall retain as security for the performance by Tenant of each of its obligations under this lease . It is mutually agreed Tenant shall receive no interest related to said security deposit. 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 leased 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. UTILITIES 8 . During the term of this Lease Agreement, the Tenant shall pay for all electricity, gas , heat, air conditioning, water, sewer, janitor service, garbage disposal and other utilities or services required by it in the use of the Demised Premises . Landlord shall have no liability for failure to provide such electricity, gas, heat, air conditioning, water, sewer or other utilities or services . TAXES 9 . (a) As part of the Lease Agreement, Tenant shall pay the entire Orange County Property Tax and Fee Bill for the Demised Premises directly to Orange County, for each and every year of the Lease . Landlord will provide Tenant a copy of the Orange County Property Tax and Fee Bill yearly, as soon as it is received by Landlord (typically in August) . Tenant shall provide written confirmation of receipt of said Bill and written confirmation that said Bill has been paid before the Past Due Date (currently January 61 yearly) . (b) Additionally, Tenant shall pay when due all taxes and assessments of any kind or nature which may hereafter be imposed upon the Demised Premises ; and the Tenant shall pay when due all taxes and assessments of any kind or nature imposed or assessed upon fixtures , equipment, merchandise or other property installed in or brought onto the Demised Premises by or for Tenant. In the event that any tax or assessment other than Orange County Property Tax and Fee is ever levied against the Premises, the payment of said additional tax assessments shall be the sole responsibility of the Tenant. The Tenant shall pay the same within thirty (30) days following its receipt of the Landlord' s statement of the amount due as additional tax or assessment (and before any fine, penalty, interest or costs may be added thereto for the non-payment thereof) . Tenant shall pay any tax that may be levied, assessed or imposed upon the rent reserved hereunder by any governmental authority acting under any present or future law. REPAIRS AND MAINTENANCE : 10 . (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 and windows, 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 . Tenant is responsible for breakage and/or damage to storefront glass and storefront doors . Except as otherwise provided in this Article, Tenant will keep the Demised Premises, which includes, but is not limited to, all electrical, plumbing, kitchen and other mechanical installations, all furniture, all doors, and all plate glass including 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 condition as existing on Lease Commencement day, excepting only deterioration caused by ordinary wear and tear. (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 Initi 6 (308 W. Franklin St. ) VL ndlord Tenant 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) Tenant shall maintain the exterior of the Demised Premises including exterior of the building, exterior storage areas, rear wash-down area, landscaped areas and parking areas in a clean, functioning, and presentable condition. Any replacement of landscape or repairs to structures or items on the premises are to be at Tenants expense . TENANT ' S RIGHTS TO MAKE ALTERATIONS 11 . 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 may do so , collecting the cost and expense thereof from Tenant as additional rent. AFFIRMATIVE COVENANTS OF TENANT 12 . Tenant covenants and agrees : (a) To comply with any and all requirements of any of the constituted public authorities, and with the terms of any State 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 of the Demised Premises and save Landlord harmless from penalties , fines, costs, expenses or damages resulting from failure to do so . (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 . (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 I (f) 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 pendency 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 form 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 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. NEGATIVE COVENANTS OF TENANT 13 . 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 increase or increases of premiums on insurance, including rent insurance carried by Landlord on any part of the Demised Premises , 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 /'► �Iniril a 7 (308 W. Franklin St.) (/ Landl rd Tenant components of such rate, shall be conclusive evidence of the several items and charges which make up the insurance rate on the premises . (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 person within five hundred (500) feet of the boundaries of the Demised Premises . SIGNS 14. (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 Demised Premises , 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 said premises an identification sign of such design, content, form, size 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 must be approved by Town of Chapel per their sign ordinance . RIGHTS OF LANDLORD 15 . Landlord reserves in addition to, and not in substitution for other rights reserved herein, the following rights with respect to the Demised Premises : (a) At all reasonable times, 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. 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 discretion of Landlord, Landlord or Landlord' s agents may enter the same without rendering Landlord or such agents liable therefore . (b) To display a "For Sale" sign at any time, and also, after notice from either party of intention to terminate this Lease Agreement or at any time within one ( 1 ) year 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 Demised Premises at reasonable hours . i 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 16 . (a) Tenant will maintain All Risk fire insurance to include loss of rents of the Demised Premises , with Landlord specifically listed as co-insured. 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, Tenant shall promptly, at its own expense and to the extent required by its original obligation to build, cause such damage to be repaired, and the rent shall not be abated. If by reason of such occurrence, the Demised Premises shall be rendered untenantable only in part, Tenant shall promptly at its own expense cause the damage to be repaired to the extent required by its original ' obligations to build, and the minimum rent meanwhile shall be abated proportionately as to the portion of the Demised Premises rendered untenantable . If the Demised Premises shall be rendered wholly untenantable by reason of such occurrence, the Tenant shall promptly at its own expense cause such damage to be repaired to the extent provided, however, that there shall be no extension of the term of this Lease Agreement by reason of such abatement; and provided further, however, that if after the beginning of the last two (2) years of the term of this Lease Agreement, the Demised Premises shall be destroyed or damaged to the extent of fifty percent (50 %) or more of their replacement value above foundation walls or rendered wholly untenantable, Landlord may terminate this Lease Agreement by notice to Tenant, said notice to be given within thirty (30) days of the event rendering the Demised Premises damaged or wholly untenantable, provided that such termination shall not affect any rights theretofore accrued to Landlord hereunder because of prior defaults of Tenant. Except as herein provided, there shall be no obligation to repair or rebuild in case of fire or other casualty . (b) Tenant will maintain, at its expense, All Risk and Loss of Rents insurance on the Tenant' s inventory, trade fixtures , furniture , furnishing, special equipment, floor and wall coverings, plate glass 2 rC Inirials 8 (308 W. Franklin St. ) Lan Ord Tenant windows and doors , and all other items of personal property of Tenant located on or within the Demised Premises and improvements and betterments made by Tenant to the Demised Premises, such coverage to be in an amount equal to the replacement cost thereof. (c) Tenant shall not occupy Demised Premises until aforementioned All Risk and Loss of Rents Insurance policy is in full effect. Tenant to provide to Landlord a copy of the paid insurance policy as soon as it is received by Tenant. If Landlord is required to repair the Demised Premises as herein provided, Tenant shall repair or replace its inventory, trade fixtures, furniture, furnishings, floor and wall coverings, plate glass windows and doors, special equipment and other items of construction and personal property of Tenant necessary for the operation of business in accordance with the terms and conditions of this Lease Agreement. (d) Tenant agrees that it will not keep, use, sell or offer for sale in or upon the Demised Premises any article which may be prohibited by the All Risk form of fire insurance policy. Tenant agrees to pay any increase in premiums for All Risk Fire and Loss of Rents and liability insurance with all its endorsements that may be charged during the term of this lease on the amount of such insurance which may be carried by Landlord on said Demised Premises or the building of which they are a part, resulting from the type of business conducted by Tenant in the Demised Premises , whether or not Landlord has consented to the same, and increases in insurance rates and/or valuation. In determining whether increased premiums are the result of Tenant' s use of the Demised 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 fire insurance rate on the Demised Premises . In the event Tenant ' s occupancy causes any increase in premium for the fire and/or casualty rates on the leased Demised Premises, or any part thereof above the rate for the least hazardous type of occupancy legally permitted in the leased Demised Premises, the Tenant shall pay the additional premium on the fire and/or casualty and liability insurance policies by reason thereof. The Tenant shall also pay in such event, any additional premium on the rent loss through fire . Bills for such additional premiums shall be rendered by Landlord to Tenant at such times as Landlord may elect, and shall be due from, and payable by Tenant when rendered, and the amount thereof shall be deemed to be, and be E paid as additional rent. (e) Landlord shall not be liable for any damage done or occasioned by or from the electrical system, the heating or cooling system, the plumbing and sewer systems ; nor for damage occasioned by water, snow or ice being upon or coming through the roof, walls, windows, doors, or otherwise, in, upon or about the Demised Premises, and furthermore, Landlord shall not be liable for any damage occasioned by reason of the construction on the Demised Premises or for the failure to keep the Demised Premises in repair, unless Landlord is obligated to make such repairs under the terms of the Lease Agreement, and unless notice of the need for such repairs has been given to Landlord, a reasonable time has elapsed and Landlord has failed to make such repairs . In any event, Landlord shall not be liable for any damage to Tenant' s inventory, trade fixtures, furniture, furnishings, floor and wall coverings , plate glass windows and doors, special equipment and all other kinds of personal property of Tenant from fire or other hazards, regardless of the cause thereof, and Tenant hereby releases Landlord from all liability for such damage . INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE 17 . (a) To the extent authorized by North Carolina law Tenant will indemnify Landlord and save it harmless from and against any and all claims, actions, damages , liability and expense in connection with loss of life, personal injury or damage to property occurring in or about, or arising out of, the Demised Premises and adjacent sidewalks and loading areas, or occasioned wholly or in part by any act or omission of Tenant, its agents, subtenants , licensees, concessionaires , contractors, customers or employees . In case Landlord shall be made a party to any litigation, commenced by or against Tenant, its agents, subtenants, licensees, concessionaires, contractors, customers of employees then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney' s fees and paralegal fees incurred or paid by the Landlord in connection with such litigation and all costs, expenses and reasonable attorney ' s fees and paralegal fees incurred or paid by Landlord in enforcing the covenants, conditions and agreements of this Lease Agreement whether incurred as a result of litigation or otherwise . (b) Tenant shall, at all times during the term hereof, keep in force at its own expense and naming as insured both Landlord and Tenant public liability insurance with minimum limits of ONE MILLION DOLLARS ($ 1 , 000, 000 . 00) per claim, and TWO MILLION DOLLARS ($2, 000, 000 . 00) aggregate claim for bodily injuries and property damage, with Landlord specifically listed as co -insured. Landlord and Tenant agree that if the Demised Premises or its contents are damaged or destroyed by fire or other insured casualty, the rights, if any, of either party against the other with respect to such damage or destruction are waived. All policies hereunder shall provide for waiver of subrogation and A Initia 9(308 W. Franklin St. ) V A La or Tenant shall contain an endorsement providing that the insurer will not cancel or materially change the coverage of said policy or policies without first giving thirty (30) days prior written notice thereof to Landlord. Tenant shall not occupy Demised Premises until aforementioned liability insurance policy is in full effect. FIXTURES 18 . All fixtures installed by Tenant in the Demised Premises shall remain the property of Tenant and shall be removable at the expiration or earlier termination .of this Lease Agreement or any renewal or extension thereof, provided Tenant shall not at such time be in default under this Lease Agreement; provided further, that in the event of such removal, having repaired the damage caused by such removal Tenant shall promptly restore the Demised Premises to their original order and condition. Any such 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. ASSIGNING, MORTGAGING AND SUBLETTING 19 . 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. 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 . Upon written consent, the assignment of the subletting of the Demised Premises of this Lease Agreement, it will be upon condition that : (a) Any such assignee or sublessee 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) 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 20 . (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. (d) 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 all 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; 10 VLa (308 W. Franklin St. ) ndl rd Tenant I (3 ) Whether there are any existing defaults, defenses or off-sets 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. REMEDIES CUMULATIVE 21 . No remedy herein or other 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 hall impair any such right or power, or shall be construed to be a waiver of any such default or any acquiescence therein. SURRENDER AND HOLDING OVER 22 . Tenant, upon expiration or termination of this Lease Agreement, either by lapse of time or otherwise, agrees peaceably to surrender to Landlord the Demised Premises in broom-clean condition and in good repair as required by Article 11 hereof. In the event Tenant shall fail to surrender the Demised Premises upon demand, Landlord, in addition to all other remedies available to it hereunder, shall have the right to receive, as liquidated damages for all the time Tenant shall so retain possession of the Demised Premises, or any part thereof, an amount equal to twice the rental rate specified 'in Article 6 (or Article 8 if after a renewal term) of this Lease Agreement, as applied to such period. If Tenant remains in possession of the Demised Premises with Landlord' s consent but without a new lease reduced to writing and duly executed, Tenant shall be deemed to be occupying the Demised Premises as a tenant from monthAo-month only, but otherwise subject to all the covenants, conditions and agreements of this Lease Agreement, CONDEMNATION 23 . (a) If more than twenty percent (20%) of the floor area of the Demised Premises is taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, then either party hereto shall have the right to terminate this Lease Agreement effective on the date physical possession is taken by the condemning authority. (b) If any portion of the Demised Premises is taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease Agreement shall not be terminated, the entire rental specified in Article 6 (or Article 7 if during the renewal term) shall be reduced during the unexpired portion of this Lease Agreement (or extension thereof) in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. (c) If any part of the parking areas, driveways, and walkways taken for any public or quasi -public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, this lease shall not terminate, nor shall the rent payable hereunder be reduced, nor shall Tenant be entitled to any part of the award made for such taken; except that either Landlord or Tenant may terminate this lease if the number of square feet of parking areas , driveways and walkways after such taking plus any additional parking area provided by Landlord in reasonable proximity to the Demised Premises shall be less than seventy percent (70 %) of the number of square feet in the parking areas, driveways and walkways before such taking. (d) Any election to terminate this lease following condemnation shall be evidenced only by written notice of termination delivered to the other party within thirty (30) days after the date on which physical possession is taken by the condemning authority. (e) If this lease is not terminated following a partial condemnation, Landlord shall make all necessary repairs or alterations within the scope of Landlord' s original obligation to build necessary to make the Demised Premises architecturally whole . (f) All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) whether for the whole or a part of the Demised Premises, shall be the property of Landlord, whether such award is compensation for damages to Landlord' s or Tenant ' s interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business or for the taking of Tenant' s fixtures and other property within the Demised Premises if a separate award for such items is made to Tenant. NOTICES 24. Wherever in this Lease Agreement it shall be required or permitted that notice or demand be given or served by either party to this Lease Agreement to or on the other, such notice or demand shall be deemed to have been duly given or served when sent in writing by registered or certified mail, postage prepaid, to the respective addresses as hereinafter set forth. Such addresses may be changed from time to time by either party by serving notice as above provided : Initials (308 W. Franklin St.) C Landlo d Tenant TO LANDLORD : Charles J . Coates 5001 Cole Mill Road Durham, NC 27705 TO TENANT : Orange County, North Carolina Po (30xgIg ) O1560!r * "k ,rrG 2 �7 c) 74? SUCCESSORS 25 . 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, subleasees, licensees, concessionaires and assigns of said parties subject to the provisions of Article 21 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 Charles J. Coates and Geraldine Dawson Coates, their 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 assaforesaid, 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 Demised Premises . SCOPE AND INTERPRETATION OF THE AGREEMENT 26 . This Lease Agreement shall be considered to be the only agreement between the parties 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 27 . In the event Landlord or Tenant shall be delayed, hindered or prevented from the 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. ESTOPPEL CERTIFICATES , 28 . Tenant shall execute and deliver to Landlord, upon its occupancy of the Demised Premises, a certificate/statement provided by Landlord, certifying that this Lease is unmodified and in full force and effect, and other factual data relating to the Lease of the Demised Premises which Landlord may reasonably request ("Estoppel") . Furthermore, Tenant may be required, from time to time during the term of the Lease, to execute and deliver to Landlord an Estoppel for purposes of refinancing, syndication, sale of property, etc. In such event, Tenant shall have ten ( 10) days from its receipt thereof from Landlord to execute and deliver such fully executed Estoppel to Landlord. Tenant ' s failure to execute said certificate shall constitute a default hereunder. DEFAULT OF TENANT AND REMEDIES 29 . (a) If Tenant shall hold over possession of the leasehold 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) Initials 12 (308 W. Franklin St.) Landro�rd Tenant days, then on or after the 151h 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 Demised Premises . Thereafter, on or after the thirtieth (30') 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 . (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. 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 relet the Demised Premises, and relet 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 reletting, 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 reletting, 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 reletting 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 reletting 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 Demised 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 Demised Premises caused by Tenant, normal wear and tear excepted, and for reasonable costs and expenses of sale . IDENTITY OF INTEREST 30 . 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 31 . 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 32 . There is no broker involved in the negotiation or transaction of this Lease . CAPTIONS Initials 13 (308 W. Franklin St.) t rd Tenant 33 . 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. TIME 34 . Time is of the essence in this 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 35 . Tenant and Landlord shall execute and record a Memorandum of Short Form of Lease, but said Memorandum of Short Form of Lease shall not be deemed to modify, change or affect any provision of this Lease in any manner whatsoever. ENTIRE AGREEMENT 36 . 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 37 . This Lease 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 . Initials 14 (308 W. Franklin St. ) ndl Tenant IN WITNESS WHEREOF , the parties hereto have executed this Agreement on the day and year first above written. LANDLORD : ATTEST : By : C"i & 47 Charles J . o es By : Geraldine Dawson STATE OF NORTH CAROLINA COUNTY OF ORANGE /^� �� "" I , Allosays 6 � � a P,,r a Notary Public for tt�[ �►14Y1Ct County , North Carolina , do hereby certify that � r aO` � personally appeared before me this day and acknowledged the due execu ion o1% 1 e oreg Ing instrument . WITNESS my hand and official seal , this the �_ day of AAvikAfq , 2020 . .� . A L L I S O N E LY C O O PER _ ✓L�.o� 1��1 �A'GgOe�/ Notary Public No ter Public �l o r t h Carolina My Commission Expires : Z' D Z 3 Alamance County TENANT : ATTEST : By : Orange ou ty CWM( SSi tt�•� Title ATTEST : By : Title STATE OF NORTH CAROLINA COUNTY OF ORANGE I , nayl 41 tori^4 a Notary Public for Oritni Q— County , North Carolina , do hereby certify that Pe v+t ` coo personally appeare before me this day and acknowledged the due execution of he foregoing instrument . Ox WITNESS my hand and official seal , this the day of r 2020 . 1 SE�A .e_ -- � o ary Public s L OFFICIAL SEAL M Commission Ex Tres : 1%►hG-Notary Public, North Carolina y pORANGE COUNTY DAVID HUNT iof n ytipwos 401niet ,15 (308 W. Franklin St. ) Tenant STATE OF NORTH CAROLINA COUNTY OF ORANGE GUARANTY OF LEASE THIS GUARANTY OF LEASE, made and entered into January 24, 2020 by and between Charles J. Coates and Geraldine Dawson Coates as Landlord, and Orange County, North Carolina, as Tenant, for premises located at 308 W . Franklin St. , Chapel Hill , NC 27516 ; In consideration of Landlord' s entering into the foregoing Lease (herein called the "Lease") with Tenant, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the undersigned (herein called " Guarantors") , Guarantors guarantee the full and punctual payment of rent and other charges , rates and sums to be paid by Tenant (or any permitted successor, assignee or subtenant of Tenant, herein collectively called "Tenant") under the Lease and the performance by Tenant of all of the terms and conditions thereof, and agrees as follows : 1 . Guarantors hereby unconditionally and irrevocably guarantee to Landlord: (i) the due and punctual payment in full (and not merely the collectability) of the Rent due and payable under the Lease ; (ii) the due and punctual payment in full (and not merely the collectability) of all other sums and charges which may at any time be due and payable in accordance with, or under the terms of the Lease, whether to Landlord or third parties ; (iii) the due and punctual payment in full (and not merely the collectability) of all damages which may arise or be payable as a consequence of nonperformance or nonobservance of any term, covenant or condition contained in the Lease on the part of the Tenant thereunder to be performed or observed (whether provided for in the Lease or otherwise allowable by law) ; and (iv) the due and punctual performance of all of the other terms, covenants and conditions contained in the Lease on the part of the Tenant to be performed . If Tenant shall fail to duly and punctually pay such Rent or any other sums, charges or damages due to Landlord or third parties under the Lease, Guarantors shall forthwith pay the same, together with interest on the Rent and other sums which are payable directly to Landlord at the rate of eighteen percent ( 18 %) per annum simple interest (or the then maximum rate of interest permitted by law, whichever is less), and together with interest and/or penalties on such sums, charges and damages which are due to third parties under the Lease, from the due date thereof under the Lease to the date of payment. Interest shall accrue and become payable only upon and after the expiration of any grace period. 2 . Guarantors expressly agree that Landlord may, in its sole and absolute discretion, without notice to or the further assent of Guarantors and without in any way releasing, affecting or impairing the obligations and liabilities of Guarantors hereunder (except that the obligations and liabilities of Guarantors hereunder shall be reduced or released to the same extent as Tenant' s obligations are expressly reduced or released action of Landlord under subdivisions (i), (ii), and (iii) hereof), (1) waive compliance with or any default under, or grant any other indulgences with respect to, the Lease ; (ii) modify, amend or change any provisions of the Lease ; (iii) grant extensions or renewals of the Lease and/or effect to the substitution, exchange, release or other disposition for all or any part of the Leased Premises ; (iv) make advances for the purposes of performing any term or covenant contained in the Lease, with respect to which the Tenant shall be in default; (v) assign or otherwise transfer its interest in the Leased Premises , or this Guaranty or any interest therein or herein; (vi) consent to an assignment of the Tenant ' s interest under the Lease by Tenant; and (vii) deal in all respects with the Tenant as if this guaranty be unconditional, irrespective of the genuineness, validity, regularity or enforceability of the Lease or any other security given therefor or in connection therewith, including, but not limited to, any assignment of leases and rents , or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantors . 3 . The liabilities of Guarantors under this Guaranty shall be separate and cumulative, and primary, direct and immediate and not conditional or contingent upon pursuit by Landlord of any remedies it may have against the Tenant or any other party with respect to the lease, whether pursuant to the terms thereof or by law. Without limiting the generality of the foregoing, Landlord shall not be required to make any demand on the Tenant and/or any other parry or otherwise pursue or exhaust its remedies against the Tenant or any other party before, simultaneously with or after enforcing its rights and remedies hereunder against Guarantors . Any one or more successive and/or concurrent actions may be brought hereon against Guarantors either in the same action, if any, brought against the Tenant and/or any other party, or in separate actions , as often as the guarantors under this Guaranty shall continue after any assignment or transfer by the Tenant of its interest under the Lease . 4. Guarantors hereby expressly waive : (i) presentment and demand for payment and protest and nonpayment; (ii) notice and protest; (iii) notice of default hereunder or under the Lease and of all indulgences Initials 16 (308 W. Franklin St. ) dl Tenant (subject to the provisions of paragraph 1 hereof) ; (iv) demand for observance or performance of, or enforcement of, any terms or provisions of this Guaranty or the Lease ; (v) all of the notices and demands otherwise required by law which Guarantors may lawfully waive (subject to the provisions of paragraph 1 hereof) . Guarantors , to the extent that it may lawfully do so, also waive trial by jury in any action brought on or with respect to this Guaranty and agrees that in the event this Guaranty shall be enforced by suit or otherwise, or if Landlord shall exercise any of its remedies under the Lease, Guarantors will reimburse Landlord, upon demand, for all reasonable expenses incurred in connection therewith, including, without limitation, reasonable attorneys ' fees . 5 . If Guarantors at any time before or after the date hereof have advanced or shall advance any sums to the Tenant, or if the Tenant shall be or shall become indebted to the Guarantors , such sums and indebtedness shall be subordinate in all respects to the amounts then or thereafter due and owing to Landlord under the Lease . Nothing herein contained shall be construed to give the Guarantors any right of subordination in and to the Landlord' s rights under or interest in the Lease until all amounts owed to Landlord thereunder have been paid in full . 6 . Any notice, demand, request or other communication given hereunder or in connection herewith (hereinafter "Notices") shall be deemed sufficient if in writing and sent by first class mail, postage prepaid, addressed to the party to receive such Notice : If to Landlord at: Charles J. Coates 5001 Cole Mill Road, Durham, NC 27705 If to Guarantors at: OCCIAMIP COU P1 a 2181 Ni11SboYC> Ug4 NC Phone Either party may from time to time change the address to which Notices are to be directed by Notice given in like fashion. Notices shall be deemed given when received. 7 . All rights and remedies afforded to Landlord by reason of this Guaranty and the Lease, or by law, are separate and cumulative and joint and several and the exercise of one shall not in any way limit or prejudice the exercise of any of other such rights or remedies . No delay or omission by Landlord in exercising such right or remedy shall operate as a waiver thereof. No waiver of any rights and remedies hereunder, and no modification or amendment hereof, shall be deemed made by Landlord unless in writing and duly signed by Landlord. Any such written waiver shall apply only to the particular instance specified therein and shall not impair the further exercise of such right or remedy or of any other right or remedy of Landlord, and no single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or of any right or remedy. 8 . This Guaranty shall inure to the benefit of, and be enforceable by, Landlord and its successors and assigns as owners of the Landlord' s interest in the Lease or in the Lease Premises and shall be binding upon and enforceable against, Guarantors and their respective heirs, legal representatives and assigns . 9 . If Guarantors are other than an individual, the officers , agents or others executing this Guaranty on behalf of the Guarantors personally warrant and represent to Landlord that they have been authorized to execute this Guaranty by and on behalf of the Guarantors . 10 . This Guaranty shall be governed by the internal laws of the State of North Carolina. IN WITNESS WHEREOF, Guarantors have e ecuted is Guaranty . d r se , the day and ye sit l� e written. �� C���rt N { &XAAA Or e C un i (prin ame of Guarantor) // +r AA KKK 1ias ° a �tials 17 (308 W. Franklin St. ) ) an d Tenant Mail after Recording to : Steven A . Arndt , P . O . Box 8181 Hillsborough , NC 27278 STATE OF NORTH CAROLINA MEMORANDUM OF LEASE ORANGE COUNTY THIS MEMORANDUM OF LEASE ( " Memorandum " ) , made and entered into as of the last date set forth in the notary acknowledgments below (the " Effective Date " ) , by and between Charles J . Coates and Geraldine Dawson ( " Landlord " ) and ORANGE COUNTY , a political subdivision of the State of North Carolina , hereinafter referred to as ( " Tenant" ) . Landlord and Tenant may be collectively referred to hereinafter as the " Parties " or individually as the " Party . " WITNESSETH : WHEREAS , the Parties executed a Lease Agreement for the Premises on or about January 24 , 2020 ; and WHEREAS , the Parties desire to record this Memorandum for the purpose of providing record notice of the existence of the Lease and certain of the terms contained therein . NOW, THEREFORE , for and in consideration of the terms , covenants , and conditions set forth in the Lease and other good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged , Landlord and Tenant hereby acknowledge and declare as follows : 1 . Premises . 308 W. Franklin St . , Chapel Hill , North Carolina 27516 , a lot of approximately 12 , 100 sq . ft . , a building of approximately 4 , 008 sq . ft . , parking , and entrances . 2 . Term . The term of this Lease shall commence on the Effective Date , and unless sooner terminated as provided in the Lease , shall expire on the tenth ( 10th ) anniversary of the Effective Date at 2400 hours (the "Term " ) . 3 . Rent . Tenant shall pay to Landlord as monthly rental for the Premises according to the following schedule : Year one : April 1 , 2020 — March 31 , 2021 : $ 10 , 414 ; Year two : April 1 , 2021 — March 31 , 2022 : $ 10 , 726 ; Year three : April 1 , 2022 — March 31 , 2023 : $ 11 , 148 ; Year four: April 1 , 2023 — March 31 , 2024 : $ 11 , 380 ; Year Five : April 1 , 2024 — March 31 , 2025 ; $ 11 , 721 , Year Six : April 11 2025 — March 31 , 2026 : $ 12 , 073 ; Year Seven : April 1 , 2026 — March 31 , 2027 : $ 12 , 435 ; Year eight : April 1 , 2027 — March 31 , 2028 : $ 12 , 808 : Year nine : April 1 , 2028 — March 31 , 2029 : $ 13 , 192 ; Year ten : April 1 , 2029 — March 31 , 2030 : $ 13 , 588 . Yearly rent escalation of 3 % / year 4 . Incorporation . All of the terms , covenants , and conditions contained in the Lease are incorporated herein by reference . IN WITNESS WHEREOF the Parties have caused this Memorandum to be duly executed as of the effect ' e date . TENAN O NGE C Ale By : jt STATE OF NORT ROLINA COUNTY OF ORANGE I , Dayj 14Ukl+ a Notary Public for Crc&nqe County , North Carolina , do hereby certify that ellAw iq is personally appeared efore me this day and acknowledged the due execution of the foregoing instrument . #1 WITNESS my hand and official seal , this the dayjrkail , 2020 . SEAL .-. OFFICIAL SEAL N tary Public Notary Public, North Carolina ` ORANGE COUNTY M Commission Expires : DAVID HUNT LA Y Commission ExP1I'8S V� rtials 18 (308 W. Franklin St. ) andlor Tenant By : . 6 /1, 4;; 7' '6� JLoe n& And : STATE OF NOR CAROLINA COUNTY OF ORANGE I , Ala & a Notary Public for vv% e County , North Carolina , do hereby certify that L %rke5 . Ccakfl and ( a yvNA, &L S1G4 " ov) personally appeared before me this day and acknowledged the due execution of the foregoing instrument . WITNESS my hand and official seal , this the 7. 4 _ day of Y%LA 12020 , SEAL N Public My Commission Expires : L ZOZ3 •- ALLISON ELY COOPER Notary Public North Carolina Alamance County Initials 19 C C (308 W. Franklin St. ) &ncilmoir Tenant