HomeMy WebLinkAbout2020-090 AMS - Avison Young Europa Center Lease SDC LEASE PROVISIONS INFORMATION SHEET
TYPE OF LEASE : Q New Renewal Expansion Option Change/Adj .
BUSINESS NAME . Orange County
TENANT : Orange County , a NC political subdivision
ADDRESS : P . O . Box 8181
( 0 ) 919 -245 -2625 F )
( C ) 919 -619 - 8859 ( H )
( e - mail )—adorman@orangecountync . gov
PROPERTY ADDRESS : Europa Center — Suite 101
100 Europa Dr . , Chapel Hill , NC 27517
LANDLORD : EUROPA CENTER , LLC
NOTICE ADDRESS : Avison Young - NC , LLC
100 Europa Dr — Suite 190 , Chapel Hill , NC 27517
RENT PAYMENTS . Europa Center , LLC , c/o Avison Young - NC , LLC
P . O . Box 900002 , Raleigh , NC 27675 - 9000
LEASE TERM : Three ( 3 ) Years RENT PSF : $ 21 . 00
RENTABLE SQ . FTG : 107615 LEASE SIGNED : January y , 2020
LEASE COMMENCES : March 1 , 2020 MOVE - IN DATE : March 1 , 2020
RENT COMMENCES : March 1 , 2020 LEASE EXPIRES : February 28 , 2023
MONTHLY BASE RENT : $ 18 , 576025 ANNUAL BASE RENT : $ 222 , 915 . 00
RENT ADJUSTMENTS . An annual fixed increase of Three percent ( 3 % ) to the Base Rent on the lease
anniversary date . - See RENT SUMMARY for schedule .
OPERATING EXPENSE ADJUSTMENT : Base year is established as 2020 .
PRORATION : Calculation of Rents is based on the annual rent amount divided by a 365 day year .
OPTION TO RENEW : Provided the Tenant is not in default of any terms of this lease , at the end of the Initial
Term , this Lease may be extended for Two ( 2 ) terms of One ( 1 ) year each , commencing at the expiration of
the initial term with Ninety ( 90 ) days prior written notice .
ALL RENTS ARE DUE ON THE V DAY OF EACH MONTH : Any payment not received by the 5th of the
month will incur an automatic late fee of Five ( 5 % ) percent .
SECURITY DEPOSIT : An amount equal to one ( 1 ) month rent of $ N /A will be held as a Refundable Security
Deposit .
PAID BY LANDLORD : Property Taxes , Insurance , Exterior and Common Area Maintenance , All Utilities
including Common Area ( Electrical , Water & Sewer) , Security , Management , HVAC Maintenance , Janitorial ,
Trash Removal and Extermination .
PAID BY TENANT : Fire & Extended Coverage Insurance for tenant contents , Commercial General Liability
Insurance for Tenant , all telephone , cable , internet , etc . installation costs and monthly service charges , and
pro - rata share of Operating Expense increases over base year .
Revised 3/ 12
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RENT SUMMARY
Orange County , a NC political subdivision ( Tenant)
10 , 615 ( Sq . Ft )
Term # of Months Stat the End Cate SF PSF Rate $Mwth Total $
1 12 .00 03/01 /20 02/28/21 10 ,615 $ 21 . 00 $ 187576 .25 $2227915900
2 12 . 00 03/01 /21 02 /28/22 10 , 615 $ 21 . 63 $ 19 , 133954 $2299602 , 45
3 12 . 00 03/01 /22 02 /28/23 10 , 615 $22 .28 $ 19 , 707 . 54 $2361490 . 52
Total 36 . 00 $ 6897007697
Option Term* # of Months Start Rate End Date SF PSF Bite $Month Total $
1 12 . 00 03/01 /23 02/29/24 10 , 615 $22 . 95 $ 207298 , 77 $243 , 585224
1 12 . 00 03/01 /24 02/28/25 107615 $23 . 64 $ 20 , 907 , 73 $2507892680
* If exercised .
PLEASE MAKE RENT PAYMENTS TO : Europa Center , LLC , c/o Avison Young - NC , LLC
P . O . Box 900002 , Raleigh , NC 27675 - 9000
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EUROPA CENTER LEASE
CONTENTS OF LEASE BY SECTION
SECTION NUMBER AND SUBJECT PAGE NUMBER
Lease Provisions Information 1
Rent Summary 2
Contents of Lease 3
1 . Definitions 4
2 . Demise 4
3 . Term 4
4 . Rent 4
5 . Late Payment 5
6 . Security Deposit 5
7 . Use of Leased Premises 5
8 . Signs 5
9 . Care and Maintenance 5
10 . Alterations by Tenant 6
11 . Acceptance of Leased Premises 7
12 . Delay in Commencement 7
13 . Subleasing and Assignment 7
14 . Default g
15 . Holding Over 9
16 . Surrender of Rented Space 9
17 . Damage to Rented Space or Building 9
18 . Tenant' s Indemnity and Tenant' s Insurance 10
19 . Tenant ' s Waiver of Claim ; Mutual Releases 11
20 . Eminent Domain 11
21 . Utilities and Other Services 11
22 . Covenants of Title and Quiet Enjoyment 12
23 . Common Areas 12
24 . Use of Parking Facilities 13
25 . Information Concerning Tenant 13
26 . Authority of Tenant 13
27 . Estoppel 13
28 . Right to Relocate 14
29 . Landlord ' s Access to Rented Space 14
30 . Managing Agent 14
31 . Subordination 14
32 . Reservation of Rights 15
33 . Notices 15
34 . Entire Agreement ; Modification 15
35 . Riders and Exhibits 15
36 . Section Headings 16
37 . Number and Gender 16
38 . Governing Law 16
39 . Severability 16
40 . Modification by Mortgagee 16
41 . Binding Effect 16
42 . Limitation on Right of Recovery 16
43 . Brokerage 16
44 . Confidentiality 16
Signature Page 17
EXHIBITS
EXHIBIT A - Site of Europa Center 18
EXHIBIT B - Sketch of Rented Space 19
EXHIBIT C - Rules and Regulations 20 -21
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EUROPA CENTER OFFICE LEASE
This lease ( the " Lease " ) is made as of March 1st , 2020 by and between Europa Center , LLC ( collectively ,
" Landlord " ) and Orange County , a North Carolina political subdivision ( " Tenant" ) . Both parties acknowledge
that Avison Young - NC , LLC , a North Carolina Limited Liability Company , is the authorized agent of Landlord ,
with full power and authority to execute this Lease on behalf of Landlord and to bind the Landlord to its terms .
In consideration of the reciprocal obligations stated herein , Landlord and Tenant agree as follows :
1 . DEFINITIONS . When used in this Lease , the terms listed below shall have the meanings stated in
this Section 1 .
( a ) " Building " : the five - story office building in which the Rented Space is located .
( b ) " Commencement Date " : the actual date on which the term of this Lease commences , as
provided in Section 3 below .
( c ) " Common Areas " : Any existing or future equipment , improvements , areas or spaces intended
for the joint use of Landlord , Tenant and other tenants , occupants or users of the Europa Center . Common
Areas include but are not limited to sidewalks , driveways , stairways , halls , lobbies , elevators , passages and
parking facilities .
( d ) " CPI " shall mean the Consumer Price Index - U . S . City Averages for Urban Wage Earners and
Clerical Workers - All Items ( base year 1982 -84 = 100 ) , published by the United States Bureau of Labor
Statistics .
( e ) " Europa Center" : that tract of land located in Chapel Hill Township , Orange County , North
Carolina , described in Exhibit A attached hereto and incorporated herein , and all improvements situated
thereon .
(f) " Lease Year" : each twelve ( 12 ) month period of the Term beginning with March 1st and
ending on February 28th . The first Lease Year shall begin on March 1 , 2020 and shall end February 28 ,
2021 .
( g ) " Leased Premises " : the Rented Space , together with the nonexclusive right to use the
Common Areas as provided in Sections 23 and 24 of this Lease .
( h ) " Rentable Square Feet" : the useable square feet of any area multiplied by a core factor of
1 . 15 .
( i ) " Rented Space " : that office space area shown as the cross - hatched area on Exhibit B
attached hereto and incorporated herein , which is designated Suite 101 of the Europa Center and which
consists of approximately 10 , 615 Rentable Square Feet .
(j ) " Term " : the term of this Lease as specified in subsection ( a ) of Section 3 below .
2 . DEMISE . Subject to the terms and conditions stated in this Lease , Landlord hereby leases the
Leased Premises to Tenant , and Tenant hereby leases the Leased Premises from Landlord .
3 . TERM AND OPTION TO RENEW .
( a ) Term . The term of this Lease shall commence on the earlier of: ( 1 ) the date that Tenant takes
possession of any part of the Rented Space , or ( 2 ) March 1 , 2020 . The term shall terminate at 11 : 59 P . M . on
February 28 , 2023 , if not sooner terminated by Landlord pursuant to the terms of this Lease .
( b ) Option to Renew . Provided the Tenant is not in default of any terms of this Lease , at the end
of the Initial Term , this Lease may be extended for Two ( 2 ) terms of One ( 1 ) year each , commencing at the
expiration of the initial ( or then current ) term with Ninety ( 90 ) days prior written notice . See Rent Summary for
scheduled rent increases for each Option to Renew .
( c ) No Reinstatement . No receipt of money by Landlord from Tenant or any other party after the
termination of this Lease shall reinstate , continue or extend the Term or affect any notice of termination
served on Tenant by Landlord .
4 . RENT .
( a ) Initial Annual Base Rent . For the First Lease Year , Tenant shall pay to Landlord annual base rent in
the amount of $ 222 , 915 . 00 , payable in equal monthly installments of $ 18 , 576 . 25 each , commencing March1 ,
2020 , and according to the following schedule :
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Term # of Months Start Date End Date SF PSF Fate $Month Total $
1 12 . 00 03/01 /20 02/28/21 10 ,615 $ 21 . 00 $ 181576 .25 $ 222 ,915 .00
2 12 . 00 03/01 /21 02/28/22 10 , 615 $21 . 63 $ 197133 , 54 $ 2297602 ,45
3 12 . 00 03/01 /22 02/28/23 10 , 615 $ 22 . 28 $ 19 , 707 . 54 $2361490 . 52
Total 36 .00 $6891007 .97
Option Term' # d Months Start Date End Date SF PSF Fate $Month Total $
1 12 . 00 03/01 /23 02 /29/24 10 , 615 $22 . 95 $ 20 ,298 , 77 $ 2439585 . 24
1 12 . 00 03/01 /24 02/28/25 107615 $ 23 . 64 $ 20 , 907 , 73 $2507892080
* if ecffdsed ,
For each succeeding Lease Year of the Term , Tenant shall pay to Landlord annual base rent as determined
pursuant to subsection ( b ) below , payable in equal monthly installments commencing on the first day of each
Lease Year . All monthly base rent payments shall be due on the first day of each month in advance , without
notice or demand . All rent payments shall be made to Landlord at : Europa Center, LLC , c/o Avison Young
- NC , LLC , P . O . Box 900002 , Raleigh , NC 27675 =9000 , or at such other place as Landlord may designate
from time to time in writing .
( b ) Adjustments to Annual Base Rent . At the end of each Lease Year of the Term , the annual
base rent to be paid to Landlord by Tenant for the upcoming Lease Year will be subject to an increase in
annual base rent of three percent ( 3 . 00 % ) per Lease Year .
( c ) Base Rent for Partial Month . Base rent due for any partial month at the beginning of the Term
shall be $ 51 . 89 per day , payable in advance on the Commencement Date . Base rent due for any partial
month at the end of the Term shall be determined on a per diem basis , using the then applicable annual base
rent . Calculation of Rents is based on the annual rent amount divided by a 365 day year .
( d ) Operating Expense Adjustment . The Annual Base Rent shall remain in effect without
adjustment throughout the Base Year . For the remainder of the term of this Lease the Annual Base Rent
shall be subject to periodic adjustment in accordance with the following provisions :
( i ) " Base Year" shall mean the calendar year of the date of this Lease which is 2020 .
( ii ) " Annual Base Rent" shall mean the Initial Annual Base Rent as specified and defined above in
Paragraph 4 ( a ) of this Lease , including any and all adjustments as further stipulated in Paragraph 4( b ) of this
Lease for each subsequent Lease Year .
( iii ) " Comparison Year" shall mean calendar year 2021 . Each succeeding comparison year shall be a
calendar year having an anniversary date of January 1 .
( iv ) " Operating Expenses " shall mean all direct costs of repair , operation , maintenance and
management incurred by Landlord with respect to the buildings , grounds and premises , and properly
chargeable against income as determined by standard accounting practices ; these shall include the following
costs by way of illustration , but not limitation : utility charges ; hazard and liability insurance premiums ; ad
valorem real and personal property taxes ; costs incurred in the management of the building ; costs incurred
in securing the building ; costs incurred in painting , lighting and upkeep of the building and premises ;
supplies ; materials , equipment and tools ; further operating expenses , including , but not limited to
maintenance costs for maintenance , upkeep , repair and replacement of the following : HVAC ; all lighting
fixtures ; elevators ; janitorial service ; inspections , licenses & permits ; snow removal ; upkeep and landscaping
of all grounds ; upkeep , repair and maintenance of parking lot and parking garage ; trash removal ; labor ;
uniforms ; and building and premises security , and any other expenses necessary for the maintenance , repair
and upkeep of any and all common areas of the Buildings , parking lots and garage , pond , fountain and
grounds . Operating expenses shall not include the following : depreciation and amortization on the Buildings
or equipment therein ; interest expenses and all other costs related to Landlord ' s financing , if any ; advertising ;
real estate broker' s commissions ; repairs or other work occasioned by fire , windstorm or other casualty of an
insurable nature or by the exercise of eminent domain or any expenditures for which Landlord is entitled to be
reimbursed from any source including without limitation , insurance and condemnation proceeds ; costs and
expenses associated with leasing to other tenants , including tenant improvement allowances , attorney' s fees ,
and architectural fees , if any ; costs directly attributable to the design and construction of improvements , or
renovating or decorating , painting or redecorating space for other tenants ; expenses in connection with
services or other benefits of a type which are not provided to Tenant but which are provided to another tenant
or occupant , if any ; the cost of clean - up or remediation of hazardous or toxic wastes which are not caused by
Tenant ; costs , fines or penalties incurred due to violation by Landlord or any other tenant of the terms and
conditions of any lease , laws or regulations , if any ; amounts for services paid to entities of Landlord which
exceed the amount that would have been paid to unaffiliated entities ; all costs , items and services for which
any tenant or third party reimburses Landlord ; or any improvements of a capitalized asset .
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( v ) Landlord shall provide Tenant with a statement showing actual Operating Expenses within 90
days after the end of each comparison year. Balance due , if any , shall be paid in full by Tenant within 30 days
of receipt . If in the twelve - month period preceding the computation of each Operating Expense Adjustment ,
the occupancy of the net Rentable Square Feet of the Building averages less than ninety-five percent ( 95 % ) ,
then it is agreed that the Landlord ' s Operating Expenses will be adjusted for such year so that such Operating
Expenses shall be computed as though the net Rentable Square Feet of the Building has been ninety-five
percent ( 95 % ) occupied for such calendar year .
( e ) Abated Rent . For the first N /A month period following the Commencement Date , Tenant
shall have no obligation to pay any Rent or other charges due under this Lease , except for its utility services
( telephone and internet ) .
( f) Additional Rent . All other charges , costs and sums required to be paid by Tenant to Landlord
under this Lease shall be deemed to be additional rent , and shall be collectable by Landlord as such .
( g ) Independent Covenant . The obligation to pay any and all rent hereunder is a separate and
independent covenant of Tenant , and no breach or alleged breach by Landlord of the terms hereof shall give
Tenant any right to withhold or escrow any rental payments when due .
5 . LATE PAYMENT . Tenant recognizes and acknowledges that if rent payments are not received when
due , Landlord will suffer damages and additional expense . Tenant therefore agrees that a late fee equal to
five ( 5 % ) percent of the rent which is late may be assessed by Landlord as additional rent if the Landlord has
not received any monthly installment of annual rent or other rent or additional rent due pursuant to this Lease
within five ( 5 ) days of its due date . If any check given in payment of rent is not honored when due , Landlord
may assess the late fee and may also require that subsequent rent payments be made by certified or
cashier' s check . Landlord ' s rights under this Section 5 are in addition to and may be exercised cumulatively
with Landlord ' s rights and remedies under Section 14 below .
6 . SECURITY DEPOSIT .
theFeef as is requ Fed , tE) GUFe TeRaRt' s default . if ataRytiMe PFieFtG the teFmiRatieR of this Lease I= and ! E) Fd
depletes the deposit OR whele eF in paFt , TeRaRt shall immediately FesteFe the aFFIGURt 69 used by LandIeFd .
URIess LandIeFd uses the deposit t9 GUre a default ef TeRaRt , eF t9 FesteFe the Leased Premises te the
GE) Rditien that TeRantis requiFed te leave them at the GeRGIUSiOR of the TeFm , LandIeFd shall withiR thiFty ( 30 )
days of the termiRatiGR of the Lease FefURd so muGh of the depesit as it GORtinues to held te TeRaRt , less aR ! f
interest eaFRed
7 . USE OF LEASED PREMISES AND COMPLIANCE WITH LAW . The Leased Premises shall be used
only for general office purposes , and for no other purposes without the Landlord ' s prior written consent .
Tenant shall not use the Leased Premises for any unlawful purpose or in any manner that might constitute a
nuisance . Tenant shall comply with all land use covenants and Rules and Regulations ( see Exhibit C )
pertaining to the Leased Premises , and all ordinances and regulations of governmental authorities applicable
to the Leased Premises .
S . SIGNS . Landlord shall furnish , install and maintain a sign at the entry to Tenant' s office , and a
Building directory at a convenient location in the Building , listing the name of the Tenant and the suite number
of Tenant' s entrance office . No other signage shall be installed by Tenant anywhere at the Europa Center
without Landlord ' s written consent , which may be withheld in Landlord ' s sole discretion . Any other sign
requested by the Tenant and approved by Landlord which is of greater cost than the sign ordinarily furnished
by the Landlord shall be paid for by the Tenant , and shall be installed by the Landlord at Tenant' s expense
9 . CARE AND MAINTENANCE . Subject to the provisions of Section 29 , Tenant shall , at the Tenant' s
own expense , keep the Rented Space in good condition and shall pay for the repair of any damages caused
by the Tenant , its agents , employees , invitees or contractors . Tenant shall make at its sole cost and
expense , replacements or restorations , in quality equivalent to or better than the original work , as may be
required to maintain the Rented Space in good repairand condition , ordinary wear excepted . With respectto
repairs requested by Tenant to be performed by Landlord , the Tenant shall pay the Landlord for any expense
incurred by the Landlord , including overtime , in the event repairs , alterations , decorating or other work in the
Rented Space are not made during ordinary business hours .
10 . ALTERATIONS BY TENANT .
( a ) Requirements . Tenant shall not do any painting or decorating , or erect any partitions , make any
alterations in or additions to the Rented Space or do any nailing , boring or screwing into the ceilings , walls or
floors ( collectively and individually , "Alterations " ) without the Landlord ' s prior written general and specific
consent in each and every instance , with the exception of picture hanging and limited installation of shelving .
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Landlord maywithhold its consent , in its sole discretion . Unless otherwise agreed by Landlord and Tenant in
writing , the work on all such Alterations shall be performed either by or under the direction of Landlord , but at
the cost of Tenant . If the Landlord gives its preliminary consent to any such Alterations , the Tenant shall
furnish to the Landlord for approval before commencement of the work or delivery of any materials to the
Europa Center all of the following :
( i ) all plans and specifications ;
( ii ) names and addresses of all contractors ;
( ill ) copies of all contracts ;
( iv ) all necessary permits ;
( v) an indemnification of Landlord by all contractors in form and amount satisfactory to Landlord ; and
( iv ) certificates of insurance from all contractors performing labor or furnishing materials , insuring
against any and all claims , costs , damages , liabilities and expenses which may arise in
connection with such Alterations .
Within ten ( 10 ) business days of receiving all of the items specified in ( 1 ) through ( v ) above , in full and
complete form , Landlord shall specifically approve or disapprove in writing each of the items . Tenant shall
modify , supplement or substitute such items as Landlord disapproves , pursuant to Landlord ' s written
instructions , and resubmit such items to Landlord for its approval . Landlord shall respond in writing to each
resubmission within ten ( 10 ) business days . Tenant shall not commence any work or have any supplies or
materials delivered to the Europa Center until it has received Landlord ' s specific written approval of all such
items .
( b ) No Interference or Disruption . The Alterations and all related construction activities shall not
interfere with the normal operations of the Europa Center. The Landlord reserves the right to determine
whether the Alterations or any portion of them must be made after normal business hours .
( c ) Liability . Regardless of who performs any Alterations and notwithstanding Landlord ' s consent
thereto , Tenant shall hold the Landlord , its agents and employees fOFeve harmless from any and all liabilities
of every kind and description which may arise out of or be connected in any way with the Alterations . Any
mechanic' s lien filed against the Rented Space or the Europa Center for work or materials claimed to have
been furnished to the Tenant shall be discharged of record by the Tenant within ten ( 10 ) days after filing , at
the Tenant' s expense . Upon completing any Alterations , the Tenant shall furnish the Landlord with
contractors ' affidavits , full and final waivers of lien and receipted bills covering all labor and materials
expended and used . All Alterations shall comply with all insurance requirements and with all ordinances and
regulations of any applicable public authority . All Alterations shall be performed in a good and workmanlike
manner, using first class materials . Liability described herein shall be limited to the term of the Lease , whether
or not extended , and shall terminate with the acceptance of the Rented Space upon return by Tenant to
Landlord .
( d ) Ownership . All Alterations , made by either party , including without limitation all paneling ,
decorations , partitions , railings , mezzanine floors , carpets , galleries , heating or air conditioning equipment ,
plumbing , electrical machinery and equipment , shall become the property of Landlord and shall remain upon
and be surrendered with the Rented Space as a part of the Rented Space at the end of the Term ; provided
that if requested by Landlord on termination of this Lease , Tenant shall restore the Rented Space to the same
condition as at the Commencement Date . Furniture and movable trade fixtures which are installed by Tenant
at its expense , except for those referred to above , shall remain Tenant' s property and may be removed at any
time prior to the termination of the Term provided Tenant is not then in Default and further provided Tenant
promptly repairs any damage caused by such removal . Any such trade fixtures which Tenant has the right to
remove under the above provisions , or personal property belonging to Tenant or to any invitee , assignee or
subtenant , shall be deemed abandoned by Tenant if not removed prior to termination of the Term , and shall
become the property of the Landlord without any payment or offset for the property , if Landlord so elects . If
the Landlord does not so elect , the Landlord may remove any fixtures or property from the Leased Premises
and store them at the Tenant' s sole risk and expense or dispose of them in any manner, including the sale ,
scrapping or destruction thereof, and to the extent permitted by law Tenant waives all claims against Landlord
therefor. The Tenant shall repair and restore , and save the Landlord forever harmless from , any and all
damage to the Leased Premises caused by such removal , whether by the Tenant or by the Landlord .
11 . ACCEPTANCE OF LEASED PREMISES . Occupation by Tenant shall constitute acceptance of the
Leased Premises AS IS , except for latent defects and deficiencies specified in writing by Tenant to Landlord
within ten ( 10 ) days after Tenant' s occupancy . Landlord makes no representation orwarranty , oral orwritten ,
as to the condition of the Leased Premises nor as to the use or fitness of the Leased Premises for any
particular purpose except for general office use . Landlord shall not be responsible for obtaining any
governmental approvals or permits necessary to enable Tenant to occupy or use the Leased Premises ( other
than the certificates of occupancy or other approvals related to work done by Landlord to upfit the Rented
Space ) . Obtaining such other approvals and certificates shall be the sole responsibility of the Tenant . The
Landlord shall not be responsible for obtaining any certificate of occupancy or other approvals required in
connection with construction work done by the Tenant or contractors engaged by the Tenant .
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12 . DELAY 1N COMMENCEMENT . Landlord shall not be liable to Tenant or any third party for failure to
deliver possession of the Rented Space to Tenant on or before the Commencement Date , if such failure is
due to any of the following :
( i ) labor disputes and /or material shortages ;
( ii ) force majeure or acts of God , including but not limited to abnormal weather conditions ;
( iii ) the hold over or retention of possession of any other tenant , tenants , or occupants ; or
( iv ) any other circumstances beyond Landlord 's reasonable control .
Under such circumstances , the Base Rent shall be abated until the Rented Space is available for occupancy
by Tenant , and no such failure to give possession on the Commencement Date shall affect the validity of this
Lease or the obligation of the Tenant under this Lease . At the option of Landlord , to be exercised within thirty
( 30 ) days of the Commencement Date , the Lease may be amended so that the Term is extended by the
period of time possession by Tenant is delayed . The Rented Space shall not be deemed to be unready for
Tenant' s occupancy or incomplete if:
( i ) only minor or insubstantial details of construction , decoration or mechanical adjustment
remain to be done in the Rented Space or any part of the Rented Space ;
( ii ) the delay in the availability of the Rented Space for occupancy shall be due to special work ,
changes , alterations or additions required or made by Tenant in the layout or finish of the
Rented Space or any part thereof ;
( iii ) the delay is caused in whole or in part by the delay of Tenant in submitting plans , supplying
information , approving plans , specifications or estimates , giving authorizations or otherwise ; or
( iv ) the delay is caused in whole or in part by delay and /or default on the part of Tenant and /or its
subtenant or subtenants .
In the event of any dispute as to whether the Rented Space are ready for Tenant's occupancy, the decision of
the Landlord ' s architect shall be final and binding on the parties .
13 . ASSIGNMENT OR SUBLEASE .
( a ) Assignment . Tenant may not assign this Lease . If Tenant is not a publicly owned corporation
whose outstanding voting stock is listed on a national securities exchange , then any transfer of any interest in
Tenant that results in a change of the controlling ownership of Tenant shall be deemed an assignment of this
Lease and a default by Tenant hereunder; provided that nothing herein shall be deemed to prohibit ( 1 ) a public
offering of the stock of Tenant pursuant to the Securities Act of 1933 and/or Securities Exchange Act of 1934 ,
as amended ; or ( ii ) a transfer of ownership between the current owners of Tenant and their spouses , children ,
or grandchildren by inter vivos or testamentary transfer. Any involuntary transfer of any interest in Tenant or
Tenant' s interest in this Lease shall be deemed an assignment of this Lease and a default hereunder .
( b ) Subletting . Tenant may not sublet the Leased Premises or any part thereof without the prior
written consent of Landlord , which shall not be unreasonably withheld . In any event , Tenant shall not
advertise or publicize the Leased Premises for subletting whether through a broker , agent , representative or
otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by
Landlord . If Tenant seeks to sublet all or any part of the Leased Premises , then the following shall apply :
( 1 ) Prior to any sublease , Tenant shall first notify Landlord in writing of its intent to sublet all or
a portion of the Leased Premises , such notice to include a copy of the proposed sublease . At any time within
fifteen ( 15 ) business days after service of said notice , Landlord shall notify Tenant that :
( i } it consents to the sublease ; or
( ii ) it refuses to consent to the sublease ; or
( iii ) with respect to a proposed sublease of the entire Rented Space , that it terminates this Lease
effective as of the beginning of the proposed sublease term , which Landlord shall be fully
empowered to do , at Landlord ' s option , if Tenant seeks to sublet the entire Rented Space ; or
( iv ) with respect to a proposed sublease oft of the Rented Space , that , effective as of the
beginning of the sublease term , it amends the Lease to reduce the Rented Space by the
portion of the Rented Space proposed to be sublet and further amends the Lease because of
the reduction of the Rented Space so that all calculated items are reduced proportionately to
the reduction in Rentable Square Feet of the Rented Space .
( 2 ) If Tenant shall sublet the Leased Premises at a rental or other economic benefit in excess
of the then current Base Rent , Fifty percent ( 50 % ) of such excess shall be for benefit of Landlord and shall be
paid to Landlord in cash promptly when due under any such sublease as additional rent due under this Lease
( 3 ) Tenant agrees to pay to Landlord , on demand , all reasonable costs incurred by Landlord in
connection with any request by Tenant for Landlord ' s consent to any sublease , including but not limited to
reasonable attorney' s fees and recording fees .
( 4 ) Any sublease shall not release Tenant of its liability under this Lease or permit any
subsequent sublease .
14 . DEFAULT BY TENANT AND LANDLORD ' S REMEDIES .
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( a ) Events of Default . In addition to the other occurrences listed elsewhere in this Lease , the
occurrence of any one or more of the following shall constitute a default hereunder :
( 1 ) If Tenant fails to pay any rent or other monetary payments as and when provided in this
Lease ;
( 2 ) If Tenant breaches any other agreement or obligation herein set forth and fails to cure
such breach within ten ( 10 ) days after notice thereof; or if cure of the breach would require more than ten ( 10 )
days to effect , if Tenant fails to initiate action necessary to cure such breach within the ten ( 10 ) day period and
to pursue such action diligently thereafter until the breach is cured ;
( 3 ) If there is a levy , execution , attachment or taking of property , assets or the leasehold
interest of Tenant by process of law or otherwise or in satisfaction of any judgment , debt or claim ; or
( 4 ) If Tenant files , or has filed against it , any petition or action for relief under any debtor' s
relief law ( including bankruptcy , reorganization or similar actions or proceedings ) either in state or federal
court .
( b ) Landlord ' s Rights and Remedies . In the event of any default , Landlord may at any time
thereafter , with or without notice or demand and without limiting Landlord in the exercise of any right or
remedy which Landlord may have by reason of default :
( 1 ) Terminate this Lease .
( 2 ) Without terminating this Lease , terminate Tenant ' s right to possession of the Leased
Premises , enter upon and take possession of the Leased Premises and rent the Leased Premises for a
reasonable rental for the account of Tenant , and after paying from rents collected the reasonable costs of
such entry , reletting and collection and the costs of any necessary repairs made by Landlord which Tenant is
obligated to make hereunder , apply the remainder of the rent collected to the amounts due and to become
due from Tenant hereunder ;
( 3 ) Pursue any other remedy now or hereafter available to Landlord under this Lease or
under the laws of the state of North Carolina .
All rights and remedies of Landlord pursuant to this Section shall be cumulative , and may be exercised singly ,
successively or , if appropriate , concurrently . In the event Landlord terminates this Lease or terminates
Tenant ' s right to possession of the Leased Premises , then Tenant shall surrender possession of the
Premises to Landlord , and Landlord shall have the full and free right to enter into and upon the Rented Space
with or without process of law , to repossess the Rented Space , to expel or remove the Tenant and any others
who may be occupying or be within the Rented Space , to remove any and all property from the Rented Space
and to the change the locks on the Rented Space , without being deemed in any manner guilty of trespass ,
eviction or forcible entry or detainer . In any event of default by Tenant , Landlord shall be entitled to recover
from Tenant all damage incurred by Landlord by reason of Tenant ' s default , including but not limited to : any
unpaid rent ; the cost of recovering possession of the Premises , including reasonable attorney ' s fees ;
expenses of reletting , including necessary renovation and alteration of the Premises , reasonable attorney ' s
fees , and any real estate commission actually paid ; any loss of future rental ; and a pro rata portion of any
leasing commission paid by Landlord based on the number of days of any period for which a commission was
paid that remain after the date of Tenant' s default . Any rent unpaid when due , including additional rent not
paid upon demand , shall bear interest from the date due at the rate of twelve percent ( 12 . 00 % ) per annum .
( c ) Treatment of Tenant' s Property . Any and all property which may be removed from the Rented
Space by the Landlord pursuant to the authority of the Lease or law , to which the Tenant is or may be entitled ,
may be handled , removed or stored by the Landlord at the risk , cost and expense of the Tenant , and except
strictly as required by law the Landlord shall in no event be responsible for the value , preservation or
safekeeping thereof. The Tenant shall pay to the Landlord , upon demand , any and all expenses incurred in
such removal and all storage charges for such property so long as the property shall be in the Landlord ' s
possession or under the Landlord ' s control . Any such property of the Tenant not retaken from storage by the
Tenant within thirty ( 30 ) days after the end of the term , however terminated , may be disposed of by Landlord
in any manner whatsoever , including without limitation , the sale , scrapping and /or destruction of the property
without any further obligation to the Tenant , and Tenant shall pay to Landlord promptly on demand the
reasonable expenses of such disposal .
( d ) Landlord ' s Lien on Tenant' s Interest . Tenant hereby grants to Landlord a first lien upon the
interest of Tenant under this Lease to secure the payment of moneys due under this Lease , which lien may
be enforced in equity .
( e ) Landlord ' s Lien on Tenants ' Property . Tenant hereby grants to Landlord a lien for the payment of
rent , additional rent and all other moneys to be paid by Tenant to Landlord hereunder, upon all of the goods ,
, o
Page 9 - THE EUROPA CENTER Lease /) /% , I Z
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wares , chattels , fixtures , furniture , equipment and other property of Tenant which may be in or upon the
Rented Space or the Europa Center. Such lien may be enforced in any lawful manner by of the Landlord .
(f) Landlord ' s Option to Cure . If Tenant defaults in the performance of any of its obligations under
this Lease , including without limitation , its obligations under Section 9 hereof, then Landlord or any mortgagee
or ground lessee of Landlord may, at its option , cure such default , and Tenant shall pay to Landlord or such
mortgagee or ground lessor, as the case may be , the cost of such cure immediately upon being billed for
same .
( g ) No Waiver . The failure of Landlord to declare Tenant to be in default at any time or to exercise
any of its rights or remedies upon default any by Tenant shall not be deemed to be a waiver by Landlord of
any of its rights or remedies hereunder .
15 . HOLDING OVER . In the event the Tenant remains in possession of the Rented Space after the
expiration of the Term without the written consent of Landlord , then the Tenant shall be a tenant at sufferance
from month to month only , and the Tenant shall then be obligated to pay two hundred percent ( 200 % ) of the
then current Base Rent and all other sums then payable hereunder ( " Holding Over Rent" ) , in equal
installments on the first day of each calendar month for so long as Landlord is kept out of possession of the
Rented Space . Neither such payment nor the acceptance of such payment shall in any way constitute a
waiver of the rights of Landlord to dispossess the Tenant and recover possession of the Rented Space and
the just and former estate of the Landlord and to bring any action for damages suffered by Landlord on
account of Tenant' s failure to vacate the Rented Space .
16 . SURRENDER OF RENTED SPACE . Upon the expiration or other termination of the Term , Tenant
shall quit and surrender to Landlord the Rented Space , broom clean , in good order and condition , ordinary
wear excepted , and Tenant shall remove all of its property except as otherwise provided in Section 10 .
17 . DAMAGE TO RENTED SPACE OR BUILDING .
( a ) Landlord ' s Insurance . Landlord shall maintain standard fire and extended coverage insurance
covering the Building in an amount not less than 80 % ( or such greater percentage as may be necessary to
comply with the provisions of any co - insurance clauses of the policy ) of the " replacement cost" thereof as
such term is defined in the Replacement Cost Endorsement to be attached thereto , insuring against special
causes of loss ( including the perils of fire and lighting ) , such coverages and endorsements to be as defined ,
provided and limited in the standard bureau forms prescribed by the insurance regulatory authority for the
State of North Carolina . Subject to the provisions of Section 19 below , such insurance shall be for the sole
benefit of Landlord and under its sole control .
( b ) Notice by Tenant . If the Rented Space is damaged or destroyed by any peril covered by the
insurance to be provided by Landlord under subparagraph ( a ) above , Tenant shall give immediate written
notice thereof to Landlord .
( c ) Extensive Damage . If the Rented Space is so damaged by any peril covered by the insurance to
be provided by Landlord under subparagraph ( a ) above that rebuilding or repairs cannot in Landlord ' s
estimation be completed within one hundred fifty ( 150 ) days after the date upon which Landlord is notified by
Tenant of such damage , this Lease shall terminate , and the rent shall be abated during the unexpired portion
of this Lease , effective upon the date of the occurrence of such damage . Notwithstanding the above , Tenant
shall have the right of termination if the Rented Space becomes uninhabitable or partially uninhabitable due
to damage by peril , and Landlord has not commenced substantive repairs within 60 days of such event .
( d ) Repairable Damage . If the Rented Space is damaged by any peril covered by the insurance to be
provided by Landlord under subparagraph ( a ) above , but only to such extent that rebuilding or repairs can , in
Landlord ' s estimation , be completed within one hundred fifty ( 150 ) days after the date upon which Landlord is
notified by Tenant of such damage , this Lease shall not terminate , and Landlord shall , at its sole cost and
expense , thereupon proceed with reasonable diligence to rebuild and repair the Rented Space to
substantially the condition in which it existed prior to such damage , except that Landlord shall not be required
to rebuild , repair or replace any part of the partitions , fixtures , additions and other improvements which may
have been placed in , on or about the Rented Space by Tenant . There shall be no abatement of rent during
any such period of rebuilding and repair.
( e ) Landlord ' s Options to Terminate :
( 1 ) Notwithstanding anything herein to the contrary , in the event the holder of any indebtedness
secured by a mortgage or deed of trust covering the Building requires that the insurance proceeds be applied
to such indebtedness , then Landlord shall have the right to terminate this Lease by delivering written notice of
termination to Tenant within fifteen ( 3045 ) days after such requirement is made by any such holder ,
whereupon all rights and obligations hereunder thereafter accruing shall cease and terminate .
Page 10 - THE EUROPA CENTER Lease / 3
Land ord Tenant
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Young - NC , LLC , other tenants , occupants or servants in the Building or any other person , and whether
such damage be caused or result from any thing or circumstance above mentioned or referred to , or any
other thing or circumstance whether of a like nature or of a wholly different nature .
( b ) Landlord ' s Release . Notwithstanding anything to the contrary contained in this Lease , Landlord
hereby releases Tenant from any and all liability for loss or damage caused by fire or any of the extended
coverage perils coverable by the insurance required to be carried by Landlord in subsection 17( a ) above ,
even if the insured peril shall be brought about by the default , negligence or other action of the Tenant , its
agents , employees , invitees or any of them .
( c ) Tenant ' s Release . Notwithstanding anything to the contrary contained in this Lease , Tenant
hereby releases Landlord from any and all liability for loss or damage coverable by the insurance required to
be carried by Tenant in Section 18 above , even if the insured peril shall be brought about by the default ,
negligence or other action of the Landlord , its agents , employees , tenants , invitees or any of them .
20 . EMINENT DOMAIN . If all of the Rented Space , or such part thereof as will make the same unusable
for the purposes contemplated by this Lease , be taken under the power of eminent domain (or a conveyance
in lieu thereof) , then this Lease shall terminate as of the date possession is taken by the condemner, and rent
shall be adjusted between Landlord and Tenant as of that date . If only a portion of the Rented Space is taken
and Tenant can continue use of the remainder, then the Lease will not terminate , but rent shall abate in a just
and proportionate amount to the loss of use occasioned by the taking . Tenant shall have no right or claim to
any part of any award made to or received by Landlord for any taking and no right or claim for any alleged
value of the unexpired portion of this Lease ; provided , however , that Tenant shall not be prevented from
making a claim against the condemning party ( but not against Landlord ) for any moving expenses , loss of
profits , or taking of Tenant' s personal property ( other than its leasehold estate ) to which Tenant may be
entitled . In the event of a temporary taking of ninety ( 90 ) days or less , this Lease shall not terminate , but the
term of this Lease shall be extended by the period of the taking and the rent shall abate in proportion to the
area taken for the period of such taking .
21 . UTILITIES AND OTHER SERVICES .
( a ) Standard Services . Landlord shall furnish :
( 1 ) Heat and /or air conditioning to maintain the Rented Space at a reasonably comfortable
temperature from 6 : 00 a . m . until 11 ; 59 p . m . on Monday through Friday and 8 : 00 a . m . until 8 : 00 p . m . on
Saturdays and 12 : 00 p . m . on Sunday , except on New Year' s Day , Memorial Day , Independence Day , Labor
Day , Thanksgiving , and Christmas Day .
( 2 ) During the times specified in Subsection ( a ) above , Landlord shall furnish the Rented
Space , at no cost to Tenant , with electricity and maintenance of building standard fluorescent lighting ,
composed of 2 ' x 4' fixtures . Incandescent fixtures , table lamps , all lighting other than the building standard
fluorescent lighting , dimmers and all lighting controls other than controls for the aforesaid building standard
fluorescent lighting shall be serviced and maintained by Tenant at Tenant' s expense . Landlord shall also
furnish the Rented Space , at no additional cost , with electricity for lighting other than the building standard
fluorescent lighting and for the operation of general office machines , such as electric typewriters , dictating
equipment , adding machines and calculators , and general service non - production type office copy machines .
Landlord shall have the right to enter and inspect the Rented Space and all electrical devices therein from
time to time with reasonable notice .
( 3 ) Elevator service in the Building .
( 4 ) Janitorial and cleaning services Monday through Friday of each week , except the holidays
listed above . Landlord 's cleaning service shall include emptying of normal office trash cans and disposing of
their contents . Tenant shall dispose of all other refuse , boxes , cans , books , abandoned furniture and all other
large , unusual or heavy items at Tenant's sole cost and expense and shall not permit the accumulation
thereof in the Rented Space or elsewhere in the Building or at the Europa Center . It is understood that
employees of Landlord are prohibited as such from receiving any packages or other articles delivered to the
Building for Tenant and that , should any such employee receive any such packages or articles , he or she in
doing so shall be the agent of Tenant and not of Landlord . Landlord shall not be liable in any way for any
damage or inconvenience caused by the cessation or interruption of such heating , air conditioning , electricity ,
elevator , or janitor or cleaning service occasioned by fire , accident , strikes , break down , necessary
maintenance , alterations , repairs , replacements , conduct of other tenants , requirements of public authority or
causes beyond Landlord ' s control .
( b ) Extended Services . In the event that Tenant desires to utilize any of Landlord ' s services specified
in this Section beyond the hours of permitted use , Tenant shall , prior to such use , request permission from
the Landlord and obtain , in writing , signed by Landlord and Tenant , an agreement specifying the charge for
such use to be paid by Tenant to Landlord and the time of such payment . In the event that Tenant makes
any such use without such request and mutual agreement , then , and in such event , Tenant covenants and
agrees to pay to Landlord for such use an amount determined by Landlord ' s selected engineer , upon
demand .
Page 12 - THE EUROPA CENTER Lease /
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( c ) Special Equipment of Tenant . For computers and all other equipment requiring heavier than the
normal office use of electricity , Tenant shall separately meter ( or submeter , if approved by Landlord in
writing ) , at its expense , the electricity serving such equipment and shall pay upon demand all costs to
Landlord for such utility consumption ; or , in the alternative , Tenant shall , prior to utilizing any such equipment ,
enter into a written agreement with Landlord specifying the charge for such use to be paid by Tenant to
Landlord , the time of such payment and the method of determining increases from time to time as rates
change or such use by Tenant is changed . In the event that Tenant makes any such use without such
request and mutual agreement , then , and in such event , Tenant covenants and agrees to pay to Landlord for
such in an amount determined by Landlord ' s selected engineer , upon demand . Landlord may cause an
electric check meter to be installed in the Leased Premises or cause a reputable independent electrical
engineering or consulting firm to survey and determine the value of the electric service furnished for such
excess electric current , the cost of either of which shall be paid by Tenant . Tenant shall be responsible for all
repairs , maintenance , replacements and service to all equipment serving Tenant' s computers and other
special equipment , including without limitation HVAC equipment . Tenant covenants to pay for its electrical
consumption referred to in this paragraph in a timely fashion , which covenant shall survive the expiration or
earlier termination of this Lease as hereinafter provided .
22 . COVENANT OF TITLE AND QUIET ENJOYMENT . Landlord covenants that it has full right and
power to execute this Lease and to grant the estate demised in this Lease . The Landlord ' s title is and always
shall be paramount to the title of the Tenant , and nothing herein contained shall empower the Tenant to do
any act which can , shall or may encumber such title . Landlord also covenants that if Tenant promptly and
punctually complies with each of its obligations hereunder , it shall peacefully have and enjoy the possession
of the Leased Premises during the term of this Lease , provided that no action of Landlord in repairing or
restoring the Rented Space or in working in other space in the Building , shall be deemed a breach of this
covenant .
23 . COMMON AREAS .
( a ) Nonexclusive Right of Use . Tenant shall have the right together with other tenants and occupants
and invitees to the non -exclusive use of the sidewalks , driveways , stairways , halls , lobbies , elevators and
passages in the Building and at the Europa Center for reasonable ingress to and egress from the Rented
Space , and for no other purpose , subject to the other provisions of this Lease , including without limitation the
Rules and Regulations in Exhibit C .
( b ) Controlled Access . The Common Areas and roof are not for the use of the general public , and
Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose
presence , in the judgment of Landlord , shall be prejudicial to the safety , character , reputation and interests of
the Europa Center and its tenants .
( c ) Landlord ' s Right to Close or Alter . The Landlord reserves the right to use any portion of the
Common Areas from time to time and /or to deny access to the same temporarily in order to repair, maintain or
restore such facilities or to construct improvements under , over , along , across and upon the same , and to
relocate such Common Areas , for the benefit of the Europa Center and its tenants .
24 . USE OF PARKING FACILITIES . Subject to the other provisions of this Lease , Tenant shall have free
non -exclusive use of parking facilities , driveways and islands for Tenant , Tenant' s employees , Tenant' s
business invitees and Tenant' s agents , from 6 : 00 a . m . through 11 : 00 p . m . each day of the week . Such areas
for non - exclusive parking spaces shall serve all tenants , their employees , business invitees and agents ;
provided , however , that at no time during any day of the original or extended term of this Lease shall the
aggregate number of non -exclusive parking spaces actually occupied by Tenant , Tenant' s employees ,
business invitees and agents exceed 35 of the parking spaces on the site (which figure is a maximum number
of spaces to be utilized by or for the Tenant at any one time , but Landlord in no respect guarantees that such
number of spaces will in fact be available at any one time for the Tenant ) . Tenant shall upon written notice
from Landlord , within five ( 5 ) days , furnish Landlord , or its authorized agent , the state motor vehicle license
number assigned to each of its motor vehicles to be parked on the site and the motor vehicles of all of its
employees employed in the Rented Space . Tenant shall not at any time park any trucks or any delivery
vehicles in the parking areas or driveways , except as specifically designated by Landlord from time to time ,
and shall confine all truck parking , loading and unloading to times and locations specifically designated by
Landlord from time to time . Tenant shall require all trucks servicing Tenant to be promptly loaded or
unloaded and removed from the site . Landlord hereby reserves the exclusive right with respect to the use of
parking facilities , roadways , sidewalks , driveways , islands and walkways for advertising purposes . Tenant
covenants and agrees to enforce the provisions of this Lease against Tenant' s employees and business
invitees . Landlord may from time to time circulate free parking stickers for the purpose of identifying motor
vehicles of Tenant and Tenant' s employees and /or circulate free validation tickets for the purpose of
identifying Tenant ' s business invitees . Landlord shall have the right , but not the obligation : ( a ) to police said
parking facilities , ( b ) to provide parking attendants , ( c ) to cause unauthorized and /or unstickered motor
vehicles to be towed away at the sole risk and expense of the owner of such motor vehicles , ( d ) to designate
certain parking spaces to be for the exclusive use of the handicapped , for the exclusive use of certain tenants
and /or for the exclusive use of visitors , ( e ) to use any portion of the parking facilities from time to time and /or
Page 13 - THE EUROPA CENTER Lease 1
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Space that may be required for repairs and alterations without the same constituting an eviction of the Tenant
in whole or in part , and the rent reserved shall in no wise abate ( except as provided in Section 17 ) while
repairs and alterations are being made , by reason of loss or interruption of business of the Tenant , or
otherwise . If the Tenant shall not be personally present to open and permit an entry into the Rented Space at
any time when for any reason an entry into the Rented Space shall be necessary or permissible , the Landlord
or Landlord ' s agents may enter the same by a master key , or may forcibly enter the same , without rendering
the Landlord or such agents liable therefore ( if during such entry Landlord or Landlord ' s agents shall accord
reasonable care to Tenant' s property) and without in any manner affecting the obligations and covenants of
this Lease . Nothing herein contained , however , shall be deemed or construed to impose upon the Landlord
any obligations , responsibility or liability whatsoever , for the care , supervision or repair of the Building or any
part thereof , other than as provided in this Lease . The Landlord shall also have the right at anytime without
the same constituting an actual or constructive eviction and without incurring any liability to the Tenant
therefor, to change the arrangement and /or locations of entrances and passageways , doors and doorways ,
and corridors , elevators , toilets , parking areas and other Common Areas . The Landlord shall have the right to
show the Rented Space to prospective new tenants during the last 120 days of the Term . The Landlord shall
not be liable to the Tenant for any expense , injury , loss or damage resulting from work done in or upon , or the
use of, any adjacent or nearby building , land , street or alley .
30 . MANAGING AGENT . Landlord reserves the right to designate a Managing Agent and to delegate any
or all of Landlord ' s powers , duties , obligations , or rights under this Lease to the Managing Agent . To the
extent Landlord ' s duties or obligations under this Lease are assumed in writing by the Managing Agent ,
Landlord shall not be responsible for the assumed duties or obligations . Tenant's rights and obligations
under this Lease shall not be affected by designation of a Managing Agent by the Landlord .
31 . SUBORDINATION . This Lease is subject and subordinate to all security liens , mortgages , deeds of
trust and related financing instruments which may now or hereafter affect the Europa Center or any part
thereof, and to all renewals , modifications , consolidations , replacements , amendments and extensions
thereof , unless Landlord or any lender secured by a mortgage , deed of trust or similar security instrument
elects to make this Lease superior to same , which it may do at its option . Tenant shall execute within ten ( 10 )
days after request any certificate , subordination agreement , priority agreement or other form of instrument in
confirmation of such subordinate or superior status that Landlord may request , including an agreement to
attorn . Tenant hereby irrevocably appoints Landlord its attorney in fact to execute and deliver any such
instrument on behalf of Tenant if Tenant fails or refuses to execute or deliver same as required by this Lease .
Tenant shall also execute within ten ( 10 ) days after request an agreement with any lender pursuant to which
Tenant agrees to give such lender a minimum period of sixty ( 60 ) days after Tenant' s notice to such lender for
the lender to cure Landlord ' s default prior to Tenant ' s terminating this Lease due to Landlord ' s default .
32 . RESERVATION OF RIGHTS . Landlord hereby reserves to itself and its successors and assigns the
following rights ( all of which are hereby consented to by Tenant) :
( a ) to change the street address and /or name of the Building and /or the arrangement and /or
location of entrances , passageways , doors , doorways , corridors , elevators , stairs , toilets or other public parts
of the Building ;
( b ) to grant to anyone the exclusive right to conduct any particular business or undertaking in the
Building ; and
( c) to construct future phases of the Europa Center attached to the Building .
Landlord may exercise any or all of the foregoing rights without being deemed to be guilty of an eviction ,
actual or constructive , or a disturbance or interruption of the business of Tenant or Tenant' s use or
occupancy of the Leased Premises .
33 . NOTICES . Any notices which Landlord or Tenant requires or desires to give to the other relating to
this Lease or the Leased Premises must be in writing and shall be deemed sufficiently given and delivered if:
( a ) Hand -delivered to the following addresses :
If to Landlord : Europa Center, LLC
c/o Avison Young - NC , LLC
100 Europa Drive , Suite 190 , Chapel Hill , NC 27517
If to Tenant : Orange County
100 Europa Drive , Suite 101 , Chapel Hill , NC , 27517
- OR-
( b ) Sent by facsimile or email transmission to the following :
Page 15 - THE EUROPA CENTER Lease
Lan lord Tenant
Initials Initials
If to Landlord : Europa Center , LLC
c/o Avison Young - NC , LLC
Facsimile No . ( 919 ) 929 - 7913
Sherry . alte - cook@avisonyoung . com
If to Tenant : : : [ C.,� �(
Pyol
( c ) Send payment of monthly rent to the following address :
Europa Center , LLC , c/o Avison Young - NC , LLC
P . O . Box 900002 , Raleigh , NC 27675 - 9000
Either party may change its designated facsimile number for receipt of notice by written notice to the other
party pursuant to this Section 33 ,
34 , ENTIRE AGREEMENT ; MODIFICATION . This Lease contains the entire agreement of the parties in
regard to the Leased Premises . There are no oral agreements existing between them and there shall be no
oral changes . Neither Landlord nor any agent of Landlord has made any representations , warranties or
promises with respect to the Rented Space , the Building or the Europa Center , or the use of any amenities or
facilities , except as expressly set forth in this Lease . Any agreement made after this Lease is signed shall be
ineffective to change , waive , modify , discharge , or terminate it in whole or in part unless such agreement is in
writing and executed by both Landlord and Tenant .
35 . RIDERS AND EXHIBITS . All riders and exhibits attached to this Lease and initialed by the Landlord
and the Tenant are hereby made a part of this Lease as though inserted in this Lease .
The following Exhibits are attached hereto and incorporated herein :
Exhibit A Site of Europa Center
Exhibit B Sketch of Rented Space
Exhibit C Rules and Regulations
36 . SECTION HEADINGS . The headings of sections are for convenience only and do not limit or alter
the contents of the sections .
37 . NUMBER AND GENDER . The words " Landlord " and " Tenant" wherever used in the Lease shall be
construed to mean plural where necessary , and the necessary grammatical changes required to make the
provisions hereof apply either to corporations , partnerships or individuals , men or women , shall in all cases be
assumed as though in each case fully expressed .
38 . GOVERNING LAW . This Lease shall be governed and construed pursuant to the laws of North
Carolina .
39 . SEVERABILITY . If any term , covenant or condition 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 shall not
be affected thereby ; and each term , covenant or condition of this Lease shall be valid and be enforced to the
fullest extent permitted by law .
40 . MODIFICATION BY MORTGAGEE . Should any mortgagee or ground lessee of Landlord require a
modification or modifications of this Lease , which modification or modifications will not bring about any
increased cost or expense to Tenant or in any other way substantially change the rights and obligations of
Tenant hereunder , then Tenant shall execute a written modification to such effect within ten ( 10 ) business
days of request by Landlord .
41 . BINDING EFFECT . Each provision of this Lease shall extend to and shall bind and inure to the
benefit of the Landlord and the Tenant and their respective heirs , legal representatives , successors and
assigns .
42 . LIMITATION ON RIGHT OF RECOVERYAGAINST LANDLORD . Tenant acknowledges and agrees
that the liability of Landlord under this Lease shall be limited to its interest in the Europa Center and any
judgments rendered against Landlord shall be satisfied solely out of the proceeds of the sale of its interest in
the Europa Center . No personal judgment shall lie against Landlord upon extinguishment of its rights in the
Europa Center and any judgment so rendered shall not give rise to any right of execution or levy against
Landlord ' s assets . The provisions hereof shall inure to Landlord ' s successors and assigns , including any
Mortgagee . The foregoing provisions are not intended to relieve Landlord from the performance of any of
Landlord ' s obligations under this Lease , but only to limit the personal liability of Landlord in case of recovery
of a judgment against Landlord ; nor shall the foregoing be deemed to limit Tenant' s rights to obtain injunctive
relief or specific performance or to avail itself of any other right or remedy which may be awarded Tenant by
law or under this Lease .
Page 16 - THE EUROPA CENTER Lease
Landlord Tenant
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43 . BROKERAGE . The Tenant and Landlord each represents to the other that it has dealt directly with
and only with Pickett- Sprouse Commercial Real Estate and Avison Young - NC , LLC , as brokers in
connection with this Lease , and that no other broker procured this Lease or is entitled to any commission in
connection with the Lease , and in the event either party has hired another broker such hiring party shall
indemnify , defend and hold forever harmless the other party from and against any claim by such hired broker
and from and against any and all costs directly or indirectly arising out of any such hiring .
44 . INTENTIONALLY OMITTED . CON FIDENTIA ITv The tFms„fthis Lease aeeofdon +a� e F
aRy third party ; pFevided that LandleFd shall have the right te diSG ' ese teFms to a PFE) SPeGtiVe 9F eXiStiRg
mei:tgagee , gFeuRd lessee GF PUFGhaser , and TeRaRt shall have the Fight te diSGlese teFrns te TenaRt ' s baRk ,
TeRaRt . Beth paFties shall require aRy SUGh third parties to whem they diSGlese iRfOrmatieR regaFd ; Rg this
Lease to keep the 040FinatiGR GeRfideRtial .
IN WITNESS WHEREOF , Landlord and Tenant have duly executed this Lease , to be effective as of the date
first stated above .
LANDLORD :
Europa Center , LLC herein represented by its duly authorized
agent , Avison Young - NC , LLC ,
100 Europa Dr . , Suite 190 , Chapel Hill , NC 27517
Attest : ' w
J n P . Graham , Principal
TENANT :
Orange County , a North Carolina political subdivision
Attest ::
By :
Bonnie B . Hammersley , Country Manager
Page 17 - THE EUROPA CENTER Lease
Land ford Tenant
Initials Initials
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 Europa Center, LLC ( " Landlord " ) and
ORANGE COUNTY , a political subdivision of the State of North Carolina , hereinafter referred to as
( "Tenant" ) . Landlord and Tenant maybe collectively referred to hereinafter as the " Parties" or individually as the
Party.
WITNESSETH .
WHEREAS , the Parties executed a Lease Agreement for the Leased Premises ; 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 . Leased Premises . Europa Center, Suite 101 , 100 Europa Drive , Chapel Hill , NC 27517 , a building
suite containing approximately 10 , 615 square feet .
2 . Term . The term of the Lease shall be for a period of three years and shall commence on the earlier
of: 1 ) the date that Tenant takes possession of any part of the Rented Space , or 2 ) March 1 , 2020 . The term
shall terminate at 11 : 59 p . m . on February 28 , 2023 (the "Term " ) . At Tenant' s option the Lease may be
extended for two terms of one year each .
3 . Rent . Tenant shall pay to Landlord as annual base rent for the Premises $ 222 , 915 . 00 commencing
March 1 , 2020 subject to an increase in annual base rent of 3 . 0 percent per Lease Year after the first year.
4 . Incorporation . All of the terms , covenants , and conditions contained in the Lease are incorporated
herein by reference . Should the terms , covenants , and conditions contained in this Memorandum conflictwith
the terms , covenants , and conditions contained the Lease , the terms , covenants , and conditions of the Lease
shall control .
IN WITNESS WHEREOF the Parties have caused this Memorandum to be duly executed and
recorded as of the effective date .
TENA ORANGE CO TY
By :
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
I , �� t.. j� i.� , a Notary Public for County, North Carolina , do hereby certify
that 1?4 riot personally appeared before me this day and acknowledged the due
execution of the foregoing instrument .
WITNESS` 4 'ana a I ial seal , this the > + day of L .j6i ?. ilI�J , 2020 .
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Land ford Tenant
Initials Initials
And :
STATE OF NORTH CAROLINA
COUNTY OF r
I ; 544,,zx 1 , l � �,�� r , a Notary Public for v Ass County , North Carolina , do hereby certify
that . -: ��- and personally appeared before me this day and
acknowled�he due execution of the foregoing instrument .
WITNESS my hand and official seal , this the // day ofj ,' !±r, l2020 .
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Page 19 - THE EUROPA CENTER Lease
Land ord Tenant
Initials Initials
EXHIBIT A
SITE OF THE EUROPA CENTER
Attached to and Made Part of Lease for
Orange County , a North Carolina political subdivision
Beginning at a point in the western right of way line of Europa Drive where said point intersects with the
southern right of way line of U . S . Highway 15 - 501 Service Road ; thence along said western right of way line
of Europa Drive in a southeasterly direction four ( 4 ) calls as follows : ( 1 ) South 13 20 = 51 @ East 70 . 68 feet to
a point ; ( 2 ) South 05 11 = 27@ East 121 . 49 feet to a point ; ( 3 ) along a curve to the left having a radius of
755 . 00 feet , a total arc distance of 468 . 67 feet to a point ; ( 4 ) South 41 42 = 17@ East 121 . 01 feet to a point
where the western right of way line of Europa Drive intersects with the northern right of way line of Legion
Road ; thence along the northern right of way line of Legion Road in a southwesterly direction two ( 2 ) calls as
follows : ( 1 ) along a curve to the left having a radius of 4 , 492 . 86 feet , an arc distance of 278 . 96 feet to a point ;
( 2 ) along a curve to the left having a radius of 1 , 236 . 05 feet , an arc distance of 225 . 42 feet to a point in the
property line of now or formerly GDJ Coggin Partnership ; thence along said Coggin line two ( 2 ) calls as
follows : ( 1 ) North 61 10 = 20@ West 223 . 32 feet to a point ; ( 2 ) North 00 59 = 15@ East 596 . 46 feet to a point in
the property line of now or formerly McDonald = s Corporation ; thence along said McDonald = s line two ( 2 ) calls
as follows : ( 1 ) North 51 01 = 45@ East 209 . 48 feet to a point ; ( 2 ) North 01 00 = 52 = East 181 . 55 feet to a point
in the southern right of way line of U . S . Highway 15 . 501 Service Road ; thence along said right of way line
three ( 3 ) calls as follows : ( 1 ) North 50 36 = 56@ East 4 . 54 feet to a point ; ( 2 ) along a curve to the right having
a radius of 120 . 0 feet , an arc distance of 71 . 30 feet to a point ; ( 3 ) North 84 52 = 22@ East 29 . 97 feet to a Point
and Place of Beginning and being all of Europa Center according to survey entitled AAs Built Survey of
Europa Center , Chapel Hill , Orange Co . , North Carolina@ dated 15 December 1988 and prepared by Murphy
Yelie Associates Registered Land Surveyors , Raleigh N . C . , and being the same property conveyed to North
Carolina Office Company by deed November 12 , 1984 recorded in Book 491 , Page 173 , Orange County
Registry .
Page 20 - THE EUROPA CENTER Lease /4
Landlord Tenant
Initials Initials
EXHIBIT B
SKETCH OF RENTED SPACE
Attached to and Made Part of Lease for
Orange County, a North Carolina Political subdivision
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Page 21 - THE EUROPA CENTER Lease
Lan lordIF
Tenant
Initials Initials
EXHIBIT C
RULES AND REGULATIONS
Attached to and Made Part of Lease for
Orange County , a North Carolina political subdivision
1 . The Tenant shall not use the name of the Building , the Europa Center , 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 picture or
likeness of the Building or the Europa Center in any circulars , notices , advertisements or correspondence
without the Landlord ' s express consent in writing . The foregoing notwithstanding , Tenant shall be allowed to
use this information , if necessary on its website to show and describe the location of this Tenant office .
Tenant shall not use the name of the Landlord for any reason without the Landlord ' s written consent .
2 . The entrances , lobbies and other Common Areas shall be under the exclusive control of Landlord and
shall not be obstructed or used for any purpose other than ingress and egress .
3 . Tenant shall not bring into the Building or operate therein any engine , boiler , dynamo or machinery of any
kind , or carry on any mechanical operations in the 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 .
4 . The Rented Space 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 , failing to maintain order in the Building , or by any other interference whatsoever .
5 . 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 .
6 . 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 Rented Space .
7 . The toilet rooms , water closets and other water apparatus shall not be used for any purpose other than
those for which they are intended . Tenant shall not waste water in any manner whatsoever , including without
limitation the tying , wedging or otherwise fastening open any faucet . The cost of repair of any damage
resulting from misuse or abuse by Tenant , its employees or guests , shall be borne by Tenant .
S . The Tenant shall not place or allow anything to be against or near the glass of partitions , doors , or
windows of the Rented Space 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 Rented Space , 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 .
9 . If Tenant desires a safe for depositing of valuables or securities , Landlord shall have the right to prescribe
its weight , size and proper position . Nothing whatsoever shall be brought into the Building by Tenant , its
agents , employees , or visitors which has a weight of more than 200 pounds per square foot , unless Landlord
approves same and its proper positions .
10 . 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 .
11 . Two keys to the front door of the Building will be provided at no cost . A reasonable number of additional
keys will be provided upon payment of fees therefore . No locks shall be placed upon any doors of the Rented
Space without first obtaining the written consent of Landlord and furnishing Landlord with keys to same .
Tenant will not permit any duplicate keys to be made ( all necessary keys to be furnished by Landlord ) . Upon
termination of this Lease , Tenant shall surrender to Landlord all keys . Tenant shall notify Landlord
immediately if Tenant loses any keys to any entry door of the Building . Tenant shall pay all costs incurred by
Page 22 - THE EUROPA CENTER Lease / Y t
Lan ord Tenant
Initials Initials
Landlord as a result of such loss , including but not limited to the cost of re - keying any door( s ) and providing
new keys to existing Tenants of the Building .
12 . The Tenant shall be responsible for the locking of doors in and to the Rented Space . Any damage
resulting from neglect of this obligation shall be paid by Tenant .
13 . All persons entering or leaving the Building may be required to identify themselves to watchman by
registration or otherwise , and to establish their right to enter or leave the Building .
14 . No person or persons , other than employees of the Building , shall be employed by Tenant for the
purpose of cleaning or taking care of the Rented Space without the written consent of Landlord . Any person
or person so employed by Tenant ( with the written consent of Landlord ) shall be subject to and under the
control and direction of, Landlord in the use of the Building and its facilities .
15 . Landlord reserves all vending rights .
16 . 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 .
17 . The Tenant shall not do or permit to be done in the Rented Space or at the Europa Center, or bring or
keep anything in or on the Rented Space of the Building , 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 .
18 . 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 Rented Space .
19 . Concealed weapons are strictly prohibited .
20 . Security access cards remain the property of the Landlord and shall be used as prescribed by Landlord .
21 . To the extent allowed under federal and North Carolina state law , the use of service animals by
employees , vendors and invitees of the Tenant shall be allowed in the Rented Space and Common Areas .
Page 23 - THE EUROPA CENTER Lease // e
CR7 (/ � .
Land ord Tenant
Initials Initials
STATE OF NORTH CAROLINA
COUNTY OF ( ra )
I , the undersigned , a Notary Public in and for said County , iq said State , hereby certify that
VO4i� whose title is ` and whose name is signed to the
foregoing instrument , and who is known to me , acknowledged before me on this day that , being informed
of the contents of the instrument , ( s ) he executed the same voluntarily on the day the same bears date .
Given under my hand this day of 611194trcl , 2020 .
Notary Public
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Page 24 - THE EUROPA CENTER Lease /
Landl rd Tenant
Initials Initials