HomeMy WebLinkAbout2020-092 County Mgr - Eno River Mill office space lease LEASE AGREEMENT
THIS LEASE is made as of the Effective Date by and between Eno River Mill ., LLC , a North
Carolina limited liability company ( "Landlord") and Orange County , a political subdivision of the State
of North Carolina, ( " Tenant" ) .
Upon the terms and conditions hereinafter set forth, Landlord leases to Tenant, and Tenant leases
from Landlord , the property referred to as the Demised Premises , all as follows :
1 . Overview.
( a) Tenant ' s Notice Address : Orange County
County Manager ' s Office
300 W . Tryon Street
Hillsborough , NC 27278
With a copy to :
Katie Murray
Arts Commission Director
405 Meadowlands Drive
Hillsborough , NC 27278
(b) Landlord ' s Notice Address : Eno River Mill , LLC
PO Box 12929
Raleigh , NC 27605
Attn : Jocelyn Wells
( c) Demised Premises : Approximately 600 rentable square feet consisting of two offices
which are depicted on Exhibit A and to be known as Suite 34 and located on the ground floor of the
Building, together with a nonexclusive right to use the Common Areas in accordance with the terms of
this Lease .
(d) Building : A combination of a three ( 3 ) story building known as the Spinning Room and a
two (2) story building, known as the Card Room and with approximately 19 , 346 rentable square feet of
ground floor space constructed on the Land as outlined in Exhibit A- 1 attached hereto .
( e ) Land : That parcel of land described on Exhibit . B attached hereto , and having a street
address of 437 Dimmocks Mill Road , Hillsborough , Orange County , North Carolina .
(f) Property : The Land and the buildings having the address of 437 Dimmocks Mill Road,
Hillsborough , NC 27217 .
( g) Common Areas : Subject to this Lease , inclusive of the Rules and Regulations attached
hereto (as the same may be amended and revised by Landlord ) , the areas within the Building and on the
Property reserved for the common use and enjoyment of all tenants of the Building, including, but not
limited to , corridors on multi -tenant floors , elevators , the first floor lobby, sidewalks , and the areas
designated by Landlord for the parking of motor vehicles .
(h ) Term : The term of this Lease commences on the Effective Date and continues through
the Rent Commencement Date and expiring, if not sooner terminated, on noon of the Expiration Date ,
unless renewed or extended to the extent provided in this Lease .
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( i) Permitted Use : The Tenant shall use the Demised Premises for general office purposes
only .
(j ) Rent Commencement Date : The date on which possession of the Demised Premises
is available to Tenant which date shall be the earlier of (i) March 15 , 2020 (the "Projected Rent
Commencement Date" ), or (ii) the date upon which the Tenant shall first occupy any part of the Demised
Premises for any purpose other than preparing the same for the conduct of business .
(k) Effective Date : to . I AO C , the date of this Lease .
( 1) Expiration Date : The date which is the last day of the calendar month in which the fifth
( 5th) anniversary date of the Rent Commencement Date occurs, provided, however, if the Rent
Commencement Date is on the first day of any calendar month , then the Expiration Date is on the day
immediately before the fifth ( 5th) anniversary date of the Rental Commencement Date . Assuming the
Rent Commencement Date is March 15 , 2020 , the Expiration Date is March 31 , 2025 .
(in) Minimum Rent : The Minimum Rent payable during the first year of the Term of the
Lease, commencing on the Rent Commencement Date, is the sum of $ 6 , 600 . 00 per annum , payable in
equal, monthly installments . Rent will increase annually as follows :
Annual Minimum Rent Monthly Installment
Lease Year 1 $ 600 . 00 $ 550 . 00
Lease Year 2 $ 6765 . 00 $ 563 . 75
Lease Year 3 $ 6 , 934 . 13 $ 577984
Lease Year 4 $ 79107 . 48 $ 592929
Lease Year 5 $ 7 , 285 . 17 $ 607910
(n) Rent : Minimum Rent, Additional Rent, and any and all additional sums of money payable
by Tenant to Landlord under the terms of this Lease .
(o) Lease Year : Lease Year 1 is the period commencing on the Rent Commencement Date
and ending on the date immediately preceding the one year anniversary thereof, provided however, if the
Rent Commencement Date occurs on a date other than the first day of a calendar month, then Lease Year
1 shall be the period beginning on the Rent Commencement Date and ending on the last day of the
calendar month in which the first anniversary of the Rent Commencement Date occurs . Each Lease Year
thereafter shall be a successive twelve calendar month period .
(p) Additional Rent : All sums of money whatsoever other than Minimum Rent due and
payable by Tenant to Landlord under this Lease .
(q) Security Deposit : The sum of $ 550 . 00 to be held and used in accordance with article 19
hereof.
(r) Omitted .
( s) Omitted .
(t) Omitted
(u) Fit-Up Allowance : Landlord will complete a turn-key fit-up consistent with Exhibit F ,
entitled Landlord Work at Landlord ' s sole expense .
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(v) Exhibits : The exhibits listed below are incorporated into and form apart of this Lease :
Exhibit A : Description of Demised Premises
Exhibit Ass : Description of Building
Exhibit B . Description of Land
Exhibit Co. Rules and Regulations
Exhibit D : Omitted .
Exhibit E : Environmental Compliance
Exhibit F : Landlord Work
Exhibit G : Memorandum of Acceptance of Demised Premises
Exhibit H : Option to Extend Term
Exhibit I : Memorandum of Lease
2 . Demised Premises . In consideration of the payment of the Rent and the performance of the
terms by Tenant contained in this Lease, Landlord hereby leases to Tenant, and Tenant leases from the
Landlord, the Demised Premises , possession for which for purposes of the commencement of upfit or
improvement by the Tenant in accordance with Exhibit F attached hereto , shall be delivered on the
Effective Date . By execution of this Lease, Landlord and Tenant expressly acknowledge the accuracy
and correctness of the measurement of the rentable square footage of the Demised Premises set forth
above and further agree to be bound by same .
3 . Term . The term of this Lease shall be the Term ; provided, however, that Landlord shall deliver
possession of the Demised Premises to Tenant on the Effective Date . The actual Rent Commencement
Date and the Expiration Date shall be confirmed by Landlord and Tenant by execution of the
Memorandum Of Acceptance of the Demised Premises, the form of which is attached hereto as Exhibit G,
which shall be executed by Landlord and Tenant within 10 days of request therefor by Landlord and
which constitutes an amendment of the Lease .
If Landlord, for any reason whatsoever, cannot deliver possession of the Demised Premises to
Tenant on Effective Date, this Lease shall not be void or voidable, no obligation of Tenant shall be
affected thereby, and neither Landlord nor Landlord ' s agents shall be liable to Tenant for any loss or
damage resulting therefrom ; provided, however, that in such event, the actual Rent Commencement Date,
the Expiration Date, and all other dates affected thereby, shall be revised to conform to the date of
delivery of the Demised Premises ,
4 . Use. Tenant shall use the Demised Premises for the Permitted Use, but for none other, provided
further, that in no event shall Tenant make use of the Demised Premises which is in violation of any
governmental laws , rules or regulations whether now existing or hereafter enacted insofar as they might
relate to Tenant ' s use and occupancy of the Demised Premises , nor may Tenant make any use of the
Demised Premises not permitted by any restrictive covenants which apply to the Demised Premises , or
which is or might constitute a nuisance or trespass, or which increases the fire or hazard insurance
premiums (or makes such insurance unavailable to Landlord) on the Building . In the event of an increase
in Landlord ' s fire or hazard insurance premiums which results from Tenant ' s use or occupancy of the
Demised Premises , Tenant shall pay Landlord, on demand, the amount of such increase .
5 . Rent. All Rent (as hereinafter defined) payable by Tenant shall be without previous demand or
notice therefor by Landlord, and without set off or deduction . The minimum rent (the "Minimum Rent")
during the Term of this Lease is the sum set forth in paragraph 1 (m) and is payable on the Rent
Commencement Date, and on the first day of each calendar month thereafter during the term of this Lease
in the amounts as set forth in paragraph 1 (m) . Provided further, in addition, if the Rent Commencement
Date is on a day other than the first day of a calendar month, Minimum Rent at the above rate until the
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end of that calendar month is to be prorated over the actual number of days in such partial calendar
month . In addition to such remedies as may be provided under the default provisions of article 15 of this
Lease and without waiving any such default, Landlord shall be entitled to ( 1) a late charge of 5 % of the
amount of any Rent if not received by the fifth day after the date it is due and payable ; and ( ii) a charge of
5 % of the amount of any check given by Tenant not paid when first presented by Landlord .
6 . Omitted .
7 . Services by Landlord and Utilities .
(a) Landlord shall cause to be furnished to the Demised Premises in common with other
tenants, during reasonable business hours , as determined by Landlord in its reasonable discretion,
Monday through Friday (excluding national or state holidays), the following services : water if available
from city mains for drinking, lavatory and toilet purposes ; nonhazardous trash removal from dumpsters
located in the parking lot in accordance with city schedules ; and heating and air conditioning for the
reasonably comfortable use and occupancy of the Demised Premises , provided, however, heating and
cooling conforming to any governmental regulation prescribing limitations thereon shall be deemed to
comply with this service . Landlord shall have the right to enter and inspect the Demised Premises and all
electrical devices therein from time to time during regular business hours or otherwise upon reasonable
advance notice to Tenant. All additional costs resulting from Tenant ' s extraordinary usage of heating, air
conditioning or electricity, such as with respect to an electrical or computer server room , if any, shall be
paid by Tenant upon demand as Additional Rent for each month or portion thereof, but Tenant shall not
install equipment with unusual demands for any of the foregoing without Landlord ' s prior written
consent, which Landlord may withhold if it determines that in its opinion such equipment may not be
safely used in the Demised Premises or that electrical service is not adequate therefor . If heat generating
machines or equipment shall be used in the Demised Premises by Tenant which affect the temperature
otherwise maintained by the heating and air conditioning system, Landlord shall have the right to install
supplemental air conditioning units in the Demised Premises and the cost thereof, including the cost of
installation and the cost of operation and maintenance thereof, shall be paid by Tenant upon demand by
Landlord .
So long as Landlord acts reasonably and in good faith, there will be no abatement or reduction of
Rent by reason of any of the foregoing services not being continuously provided to Tenant . Except in the
event of Landlord ' s willful acts or gross negligence, Landlord shall not be liable to Tenant for any
damage caused to Tenant and its property due to the Demised Premises , the Building, the Property or any
part or appurtenance thereof being improperly constructed or being or becoming out of repair, or arising
from the leaking of gas , water, sewer or steam pipes , or from electricity . Tenant shall report immediately
to Landlord any defective condition in or about the Demised Premises known to Tenant, and if such
defect is not so reported and such failure results in other damage, Tenant shall be liable for same .
Landlord agrees to keep in good repair, at its expense, the structural portions of the roof,
foundations , and exterior walls of the Building (exclusive of all glass and exterior doors) and underground
utility and sewer pipes outside the exterior walls of the building, if any, except repairs rendered necessary
by the acts or negligence of Tenant, or Tenant' s employees , guests , agents , customers , independent
contractors or invitees , the repair of which shall be paid by the Tenant within 10 days of Landlord ' s
written demand . Landlord also agrees to keep in good condition and repair and perform the periodic
maintenance of the outside area, Common Areas and the roof membrane, at a cost to be a part of the
Operating Expenses of the Building . Landlord shall be under no obligation to inspect the interior of the
Demised Premises .
(b) Electricity to the Demised Premises shall be provided by Landlord and included in the rent .
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7 . Tenant ' s Acceptance and Maintenance of Demised Premises . Upon acceptance of possession
Tenant represents to Landlord that it has examined and inspected the Demised Premises, finds such to be
as represented by Landlord and satisfactory for Tenant ' s intended use, which examination and findings
constitute Tenant ' s acceptance "AS IS , WHERE IS , SUBJECT TO ALL FAULTS . " Landlord makes
no representation or warranty as to the condition of the Demised Premises . Tenant shall maintain during
the Term and shall deliver at the end of this Lease each and every part of the Demised Premises
(including, but not limited to walls , carpets , doors , plumbing, electrical, 1 VAC ) in good repair and
condition, subject to Landlord ' s obligations under article 7 of this Lease . Tenant shall make at its sole
cost and expense replacements or restorations in quality equivalent or better than the original work, as
may be required to so maintain the same, ordinary wear and tear only excepted .
Notwithstanding anything herein to the contrary, Tenant shall make no structural or interior
alterations of the Demised Premises without Landlord ' s prior written consent and any work performed by
Tenant shall be done in a good and workmanlike manner, and so as not to disturb , inconvenience or
interfere with other tenants or occupants of the Building . Tenant shall provide Landlord with at least 15
business days ' prior written notice of the commencement of any such alterations to the Demised
Premises , which notice shall include a complete set of construction drawings . For any work performed by
Tenant or its contractors , (1) Tenant shall not at any time permit any work to be performed on the
Demised Premises except by duly licensed contractors or artisans , each of whom must carry general
public liability insurance, certificates of which shall be furnished to Landlord prior to the commencement
of any work; (ii) Tenant shall obtain such building or other permits as may be required by any
governmental authority having jurisdiction thereof; (iii) if Tenant agrees for Landlord to perform Tenant' s
requested alterations, the cost thereof shall include a construction supervision fee of 5 % of the cost of
such construction alterations ; (iv) if Tenant elects to have the alterations performed by a licensed
contractor and not by Landlord, Tenant agrees to pay to Landlord a supervision fee of 5 % of the cost of
such construction or alterations to protect Landlord ' s investment in the Building ; and (v) unless Landlord
requires otherwise , Tenant shall not remove such alterations or improvements from the Demised Premises
at the expiration or termination of the Lease , but if Landlord shall so require, then Tenant shall remove
same at Tenant ' s sole cost and expense and repair any damage to the Demised Premises caused by such
removal . Tenant shall keep the Demised Premises and the Property free from any liens arising out of any
work performed, materials ordered or obligations incurred by or on behalf of Tenant, and Tenant hereby
agrees to indemnify and hold Landlord and its agents harmless from any liability, costs or expenses
(including, but not limited to , reasonable attorneys ' fees) for such liens . Tenant shall cause any such lien
imposed to be released of record by payment or bonding upon terms acceptable to Landlord within 10
days after a written request by Landlord therefor . If Tenant fails to cause the release or bonding of any
lien within the prescribed 10 - day period, then Landlord may do so at Tenant ' s expense, including costs
and reasonable attorney ' s fees , which expenses shall be due as Additional Rent hereunder .
Notwithstanding anything to the contrary set forth above in this article 8 , if Tenant does not
perform its maintenance obligations in a timely manner as set forth in this Lease and diligently and
continuously pursue completion of unfulfilled maintenance obligations , then after reasonable notice of
same to Tenant and Tenant ' s failure to perform its maintenance obligations within 30 days of such notice,
Landlord shall have the right, but not the obligation, to perform such maintenance, and any amounts so
expended by Landlord shall be paid by Tenant to Landlord promptly after demand as Additional Rent
with interest at the legal rate from the date of expenditure through the date paid .
8 . Casualty Loss ; Destruction of Demised Premises and/or Building. If the Demised Premises
or the Building, as the case may be , is damaged or destroyed by fire or other casualty to the extent of 50%
or more of the value thereof in the reasonable opinion of Landlord, and not resulting from the act or
omission of Tenant, then either Landlord, the Mortgagee (as defined in article 12 ) , or Tenant may, by
written notice given not later than 60 days after the date of fire or other casualty, terminate this Lease
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effective to the date of such fire or other casualty . If the Lease is not so terminated as provided in this
article 9 , then subject to and to the extent of available insurance proceeds , Landlord shall proceed with
diligence to rebuild and restore the Building or the Demised Premises (exclusive of Tenant ' s property) , as
the case may be, so damaged or destroyed substantially to the condition thereof existing immediately
prior to such damage or destruction within 280 days after the date of such fire or other casualty (exclusive
of Tenant Delay and Force Majeure Delay) , in which event the Term of this Lease shall not terminate, but
any Minimum Rent and Additional Rent payable under article 6 and Exhibit D hereof shall abate on a per
diem basis while the Demised Premises remain untenantable . If, subject to the sufficiency of insurance
proceeds , Landlord shall fail to complete the rebuilding and restoration of the Building and/or the
Demised Premises such that a certificate of occupancy (temporary or final) shall not have been issued
within the aforesaid 280 - day period, exclusive of Force Majeure Delay and Tenant Delay, then either
Landlord or Tenant, by written notice to the other given within 30 days next following the last day of the
aforesaid 280 - day period, may terminate this Lease retroactive to the date of such fire or casualty, and any
Minimum Rent and Additional Rent payable under article 6 and Exhibit D hereof shall be abated or
apportioned ( as the case may be) on a per diem basis and paid to the date of such fire or casualty .
Termination of the Lease by Tenant shall be Tenant ' s sole remedy for Landlord ' s failure to rebuild or
restore the Demised Premises and/or Building under this article 9 .
If the Demised Premises or the Building, as the case may be, is damaged by fire or other casualty
to the extent of less than 50 % of the value thereof in the reasonable opinion of Landlord, and not resulting
from the act or omission of Tenant, then Landlord shall, except as otherwise provided herein, proceed
with diligence to rebuild and restore the Building and/or the Demised Premises (exclusive of Tenant ' s
property) , as the case may be , so damaged substantially to the condition thereof existing immediately
prior to such damage or destruction . Notwithstanding the foregoing, if by reason of such occurrence, ( 1)
the Building and/or the Demised Premises is damaged in whole or in part as a result of a risk which is not
covered by insurance policies in force and carried by Landlord; or (ii) Mortgagee shall not permit a
sufficient amount of the insurance proceeds to be used for restoration purposes ; or (in) the Building
and/or the Demised Premises is damaged during the final twelve month period of this Lease (including
any properly exercised extensions and renewals, if any) , or (iv) Landlord does not reasonably believe that
the rebuilding and/or restoration can be completed within 200 days after the occurrence of such casualty,
then in any event, Landlord may cancel this Lease by written notice of cancellation given to Tenant
within 60 days after the date of such casualty, and thereupon this Lease shall terminate . If such
cancellation notice is not given by Landlord within said 60 -day period, then Landlord shall repair and
restore the Building and/or the Demised Premises as provided above . In addition, Tenant may also
terminate this Lease, by written notice to Landlord at any time between the 200th and 230th day
(exclusive of Force Majeure Delay and Tenant Delay) after the occurrence of any such casualty if
Landlord shall fail to complete the rebuilding and restoration of the Building and/or the Demised
Premises such that a certificate of occupancy (temporary or final) shall not have been issued prior to the
issuance of the notice of termination by Tenant . Termination of the Lease by Tenant shall be Tenant ' s
sole remedy for Landlord' s failure to rebuild or restore the Demised Premises and/or Building under this
article 9 hereof. Upon termination of this Lease, Tenant ' s liability for Rent and other charges reserved
hereunder and accruing after the date of such fire or casualty shall cease as of the effective date of the
termination of this Lease .
Except as hereafter provided to the contrary, if by reason of such casualty, the Demised Premises
is rendered wholly untenantable, Minimum Rent and Additional Rent payable under article 6 and Exhibit
D herein shall be fully abated, or if only partially damaged, such Minimum Rent and Additional Rent
payable under article 6 and Exhibit D herein shall be abated proportionately as to that portion of the
Demised Premises rendered untenantable in either event (unless the Lease is terminated, as aforesaid)
from the date of such fire or casualty until 15 days after notice by Landlord to Tenant that the Demised
Premises have been substantially restored or until Tenant has resumed its business operations in the
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Demised Premises , whichever occurs sooner . Tenant shall continue the operation of Tenant ' s business in
the Demised Premises or any part thereof not so damaged during any such period to the extent reasonably
practicable from the standpoint of prudent business management, and, except for such abatement of Rent
and other charges as hereinabove set forth, nothing herein contained shall be construed to abate Tenant' s
obligations hereunder .
Notwithstanding any other provision of this Lease to the contrary, if the Building or the Demised
Premises are destroyed or damaged by the negligence or willful act of Tenant, its agents , contractors,
invitees , and employees, Landlord shall have no obligation to Tenant of any kind whatsoever with respect
to any duty to rebuild, restore or repair the Building or the Demised Premises , and Landlord may proceed
to restore such damage without prejudice to its rights to make a claim against Tenant for the full cost of
such restoration or repair to the Demised Premises or the Building . Landlord, at all times, reserves the
right to recover any damages suffered as a result of Tenant ' s negligent or intentional acts . Except for the
abatement of the Minimum Rent and other charges hereinabove set forth , Tenant shall not be entitled to ,
and hereby waives , all claims against Landlord for any compensation or damage for loss of use of the
whole or any part of the Demised Premises and/or Building, and for any inconvenience or annoyance
occasioned by any such casualty, damage, destruction, repair or restoration .
For purposes of this Lease, the terms (1) " Tenant Delay" means an event of delay due as the
result of the conduct or fault of the Tenant, its contractors , employees , or agents, including, without
limitation, Tenant ' s failure to furnish information or items in accordance with Exhibit F , Tenant ' s request
for materials, finishes or installations other than Landlord ' s building standard or Tenant ' s initial plans and
specifications of which Landlord gives Tenant written notice, or other acts or omissions constituting
negligence or willful misconduct by Tenant, its contractors, employees or agents ; and (ii) "Force
Majeure Delay" means a delay (other than with respect to a delay in the payment of money) due to an act
of God, public enemy, riot, strike, insurrection, war, adverse order of governmental authority, fire or other
casualty, extreme , unusual or adverse weather conditions , or any other similar material cause beyond
Landlord ' s or Tenant ' s , as the case may be , reasonable control .
9 . Assignment - Sublease . Tenant may not assign, transfer, mortgage or encumber this Lease, and
may not sublet all of the Demised Premises without the written consent of Landlord first had and
obtained . Tenant may, however sublet the portions of the Demised Premises to multiple individuals
and/or entities . Any assignment or sublease to which Landlord may consent (one consent not being any
basis to contend that Landlord should consent to a further change) shall not relieve Tenant of all of its
obligations hereunder . For the purpose of this article 10 , the word "assignment" includes the following :
if Tenant is a partnership or limited liability company, the withdrawal or change , whether voluntary,
involuntary or by operation of law, of partners or members owning 30% or more of the partnership or the
limited liability company, or the dissolution thereof; or if Tenant consists of more than one person, an
assignment, whether voluntary, involuntary or by operation of law, by one person ; or, if Tenant is a
corporation, any dissolution or reorganization of Tenant, or the sale or other transfer of a controlling
percentage of capital stock of Tenant, or the sale of excess of 50 % in value of the assets of Tenant . The
phrase "controlling percentage" means the ownership of, and the right to vote , stock possessing at least
50 % of the total combined voting power of all classes of Tenant ' s capital stock issued, outstanding and
entitled to vote for the election of directors , or such lesser percentage as is required to provide actual
control over the affairs of the corporation . Acceptance of Rent by Landlord after any non-permitted
assignment shall not constitute approval thereof by Landlord .
In no event shall this Lease be assignable by operation of law, and Tenant ' s rights hereunder may
not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or
reorganization proceedings . Tenant is not, may not become, and shall never represent itself to be an agent
of Landlord, and Tenant expressly recognizes that Landlord ' s title is paramount, and that it can do
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nothing to affect or impair Landlord ' s title other than the creation of Tenant ' s leasehold interest arising
under this Lease . If this Lease shall be assigned or the Demised Premises or any portion thereof sublet by
Tenant at a rental that exceeds all rentals to be paid to Landlord hereunder attributable to the Demised
Premises or portion thereof so assigned or sublet, then and in such event any such excess shall be paid
over to Landlord by Tenant . Landlord reserves the right to charge Tenant for any actual, out- of-pocket
costs , such as those of attorneys or other consultants, for the preparation and review of documents , for its
review and approval or disapproval of Tenant ' s assignment or sublease request .
10 . Tenant ' s Compliance ; Insurance Requirements ; Waiver of Subrogation . Tenant shall
comply with all applicable laws, ordinances and regulations affecting the Demised Premises, now existing
or hereafter adopted, including general rules and regulations for tenants (a copy of the present rules being
attached as Exhibit C) as may be developed from time to time by Landlord and delivered to Tenant or
posted on the Demised Premises .
Throughout the term of this Lease, Tenant at its sole cost and expense shall keep or cause to be
kept for the mutual benefit of Landlord, Landlord ' s managing agent, if applicable, and Tenant the
following insurance : (1) commercial general liability insurance naming Landlord and Landlord ' s
managing agent, if applicable , as additional insureds against any and all claims for bodily injury and
property damage occurring in, or about or arising out of Tenant ' s , Tenant ' s authorized representatives,
and anyone for whom Tenant is responsible arising out of and in connection with the Demised Premises ,
with combined single limit coverage of at least $ 1 , 000 , 000 . 00 per occurrence and $2 , 000 , 000 aggregate
limit (and if Tenant has other locations that it owns or leases , the policy shall include an aggregate limit
per location endorsement) , and which shall insure Tenant ' s performance of the indemnity provisions
contained herein, provided in no event shall the limits of such insurance be considered as limiting the
liability of Tenant under this Leases ii personalpropertyinsurance insuring all equipment, trade fixtures
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inventory, fixtures and personal property located on or in the Demised Premises for perils covered by the
causes of loss- special form (all risk) , such insurance to be written on a replacement cost basis in an
amount equal to full replacement value of the aggregate of the foregoing property; ( iii) workers '
compensation insurance in accordance with statutory law and employer ' s liability insurance with a limit
of not less than $ 100 , 000 per employee and $ 500 , 000 per occurrence $ and ( iv) such other insurance as
required by law . The policies required to be maintained by Tenant shall be with companies rated A- XIII
or better in the most current issue of Best ' s Insurance Reports (or if Best ' s ratings are changed or
discontinued, the parties shall agree to a comparable method of rating insurance companies) and which
are licensed to do business in the state of North Carolina . Any deductible amounts under any insurance
policies required under this article 11 shall not exceed $ 10 , 000 . Landlord annually may require the limits
of such policies to be increased if the coverage is insufficient based upon insurance then carried by
comparable tenants similarly situated . Tenant shall neither have nor make any claim against Landlord for
any loss or damage to any Personal property Yof Tenant or its employees , agents or contractors , regardless
of the cause thereof. The proceeds from any such policies covering personal property shall be used by
Tenant for the replacement of Tenant" personal property . Tenant shall have the right to provide insurance
coverage which it is obligated to carry pursuant to the terms hereof in a blanket policy, provided such
blanket policy expressly affords coverage to the Demised Premises and to Landlord and its managing
agent , if applicable, as required by this Lease .
Prior to taking possession of the Demised Premises and thereafter at least 10 days prior to the
renewal dates thereof, Tenant shall deliver to Landlord copies of original policies or satisfactory
certificates thereof. All such policies shall be non- assessable and shall contain language, to the extent
obtainable, that (a) any loss shall be payable notwithstanding any act or negligence of Landlord or Tenant
that might otherwise result in forfeiture of the insurance, (b) that the policies are primary and non-
contributing with any insurance that Landlord may carry, and (c) that they cannot be canceled or changed
except after 30 days ' notice to Landlord .
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Anything in this Lease to the contrary notwithstanding, Landlord releases, and waives unto
Tenant (including all partners , stockholders , officers , directors , employees , and agents thereof), its
successors and assigns , and Tenant releases and waives unto Landlord (including all partners ,
stockholders , officers, directors , employees and agents thereof) , its successors and assigns , all rights to
claim damages for any injury, loss, cost, or damage to persons or to the Demised Premises or the Property
which is occasioned by fire, explosion, accident, occurrence or condition in, on or about the Demised
Premises or the Property or any other casualty, as long as and to the extent of the amount of which injury,
loss , cost or damage has been paid either to Landlord, Tenant, or any other person, firm or corporation,
under the terms of any fire, extended coverage, public liability or other policy of insurance, and to the
extent such releases or waivers are permitted under applicable law . All policies of insurance carried or
maintained pursuant to this Lease shall contain or be endorsed to contain a provision whereby the insurer
waives all rights of subrogation against either Tenant or Landlord, as the case may be, provided such a
provision shall be obtainable . If insurance policies which such waiver of subrogation provision shall not
be obtainable, then the provisions relating to waiver of subrogation as contained in this article 11 shall
have no effect during such time as insurance policies with a waiver of subrogation shall not be obtainable .
If any provision relating to a waiver of subrogation as set forth in this article 11 shall contravene any
present or future law with respect to exculpatory agreements, the liability of the party affected shall be
deemed not released but shall be secondary to the other' s insurer .
To the extent authorized by North Carolina law Tenant shall indemnify and hold Landlord
Landlord
harmless from and against any and all claims arising out of (a) Tenant ' s use of the Demised Premises or
any part thereof, (b) any activity, work, or other thing done, permitted or suffered by Tenant in or about
the Demised Premises or the Property, or any part thereof, (c) any breach or default by Tenant in the
performance of any of its obligations under this Lease, or (d) any act or negligence of Tenant, or any
officer, agent, employee , contractor, servant, invitee or guest of Tenant; and in each case from and against
any and all damages, losses , liabilities , costs and expenses ( including reasonable attorneys ' fees at all
tribunal levels) arising in connection with any such claim or claims as described in ( a) through (d) above ,
or any action brought thereon . Tenant assumes all risk of damage or loss to its property or injury or death
to persons in, on, or about the Demised Premises , the Building or the Property, from all causes except
those for which the law imposes liability on Landlord regardless of any attempted waiver thereof, and
Tenant hereby waives such claims in respect thereof against Landlord . The provisions of this paragraph
shall survive the expiration or termination of this Lease .
lie Subordination ; Attornment ; Landlord Financing. Tenant agrees that this Lease will either be
subordinate or superior to any mortgage or deed of trust heretofore or hereafter executed by Landlord
covering the Demised Premises , depending on the requirements of such mortgagee or beneficiary of such
deed of trust (collectively, "Mortgagee") . Upon request, Tenant will execute such agreement( s ) making
this Lease superior or subordinate as the Mortgagee may request, and will agree to attorn to such
Mortgagee provided the Mortgagee agrees not to disturb Tenant ' s possession hereunder so long as Tenant
is in compliance with this Lease and provided that such non- disturbance agreement shall recite that it
shall extend to any successor- in- interest to Mortgagee including, but not limited to, any purchaser at a
judicial foreclosure or a foreclosure sale under power of sale contained in the deed of trust or mortgage .
Landlord consents to Tenant ' s execution of Landlord ' s Mortgagee ' s subordination, attornment and non-
disturbance agreement, and to be bound by the provisions thereof. Further, Tenant agrees to execute
within 10 days of request therefor, and as often as requested, estoppel certificates setting forth the facts
with respect to date of occupancy, expiration date of this Lease, the amount of rent due and date to which
rent is paid, whether or not it has any defense or offsets to the enforcement of this Lease or knowledge of
any default or breach by Landlord, that this Lease is in full force and effect except as to any modifications
or amendments , copies of which Tenant shall attach to such estoppel certificate , and any other facts
reasonably requested .
OCAC Lease Page 9
If in connection with financing by Landlord of the Property , Mortgagee shall request Tenant to
execute reasonable modifications of this Lease as a condition to such financing, Tenant will not
unreasonably withhold, delay or defer its consent thereto , provided that such modifications do not
increase the monetary obligations of Tenant hereunder, extend or reduce the term of this Lease, or
adversely affect to any substantial extent the leasehold interest hereby created . Subject to the foregoing,
Tenant agrees, not later than 20 days after demand, and without cost, to execute such instruments that
may be required by Landlord ' s Mortgagee or lender .
Tenant agrees to give any Mortgagee which has provided Tenant with an address pursuant to
article 20 hereof notice of and a reasonable opportunity (which in no event shall be less than 30 days after
written notice thereof as delivered to such Mortgagee as provided herein) to cure any Landlord default
hereunder; and Tenant agrees to accept such cure effected by such Mortgagee . No termination of this
Lease by Tenant shall be effective until such notice has been given and the cure period has expired
without the default by Landlord having been cured . Further, Tenant agrees to permit such Mortgagee,
lender or other purchaser at any foreclosure sale, and their respective successors and assigns , on acquiring
Landlord ' s interest in the Demised Premises and the Lease, to become substitute landlord hereunder, with
liability only for such landlord obligations as accrue after Landlord' s interest is so acquired . Tenant
agrees to attorn to any successor landlord in accordance with the provisions hereof.
12 . Signs . Tenant may not erect, install or display any sign or advertising material upon the Property,
Building exterior, Demised Premises, or the walls thereof, or in any window therein, without the prior
written consent of the Landlord . Landlord shall furnish, install and maintain a building directory at a
convenient location in the lobby listing the name of Tenant and the room number of Tenant ' s entrance
office . At such entrance area Tenant may install a directory of the occupants/sublessees . Landlord must
approve of any sign before it is installed and will not unreasonably delay approval .
13 . Access to Premises . Landlord shall have the right, either itself or through its authorized agents ,
to enter the Demised Premises during regular business hours or, upon reasonable advance notice, at all
reasonable times (1) to examine the same, ( 11) to show it to prospective tenants for other spaces in the
Building, (iii) to show it to prospective tenants for the Demised Premises if within 180 days of the
Expiration Date (no option to extend having been exercised or available) , (iv) to allow inspection by
Mortgagees , (v) to show it to prospective purchasers of the Building ; and (vi) to make such repairs ,
alterations or changes as Landlord deems necessary . Tenant, its agents , employees , invitees , and guests,
shall have the right of ingress and egress to the Common Areas, provided Landlord by reasonable
regulation may control such access for the comfort, convenience and protection of all tenants and users of
the Building .
14 . Default. If Tenant ( 1) fails to pay any Rent or installment thereof as provided in this Lease when
due and such failure continues for 5 days after written notice from Landlord ; provided however, Tenant
shall not be entitled to more than 2 notices of a failure to pay in any 12 month period, and thereafter,
Tenant shall be in default if Tenant fails to pay any Rent or installment thereof as provided in this Lease
within 5 days of the due date thereof; (ii) breaches any other agreement or obligation herein set forth and
such breach is not cured within 15 days of written notice from Landlord; ( ill) files (or has filed against it
any petition or action for relief under any creditor' s law (including bankruptcy, reorganization, or similar
actions) , either in state or federal court, (iv) becomes insolvent, makes any transfer in fraud of creditors,
has a receiver appointed for its assets , or makes an assignment for benefit of creditors ; (v) fails to timely
deliver the estoppel certificate described in article 12 hereof; or (vi) vacates , abandons or ceases to
conduct business at the Demised Premises , then in any event, Tenant shall be in default hereunder and
subject to an Event of Default .
OCAC Lease Page 10
Upon the occurrence of an Event of Default, Landlord shall, without any further notice or
demand, in addition to , and not in limitation of, any other remedy permitted by North Carolina law or this
Lease, have the option to do any one or more of the following :
(a) Terminate this Lease, in which event Tenant shall immediately surrender the Demised
Premises to Landlord in good condition and repair, reasonable wear and tear excepted . Should Tenant fail
to so surrender the Demised Premises, Landlord may, without prejudice to any other remedy available,
but pursuant to any required legal process , re- enter and take possession of the Demised Premises with or
without prior notice and remove Tenant or anyone occupying the Demised Premises and all property of
such occupants from the Demised Premises , which property may be removed and stored in any other
place in the Building in which the Demised Premises are situated, or in any other place, for the account
of, at the expense and risk of Tenant. Tenant waives all claims for damages which may be caused by
Landlord ' s re- entry and taking possession of the Demised Premises or removing or storing the occupant ' s
furniture and property . Tenant shall save Landlord harmless from any loss, fees , costs or damages and
expenses (including reasonable attorneys ' fees) suffered by Landlord because of any termination and re-
entry . No re- entry shall be considered or construed to be an illegal forcible entry .
(b) Without terminating this Lease, declare the entire amount of all Rent which would have
become due and payable during the remainder of this Term to be due and payable immediately discounted
by the prime rate of interest as reported in the Wall Street Journal on the date of the declaration of the
acceleration of Rent, in which event Tenant agrees to pay the same to Landlord immediately . This
payment shall constitute payment in advance of the Rent stipulated for the remainder of the Term .
Acceptance by Landlord of the payment of this Rent shall not constitute a cure or waiver of any then-
existing default or any subsequent default other than an existing default for non-payment of Rent .
(c) Enter upon and take possession of the Demised Premises , without terminating this Lease
and without being liable to prosecution or any claims for damages . Landlord may then relet all or any
portion of the Demised Premises for any term or terms and at any rental or rentals and upon any other
terms and conditions as Landlord, in its sole discretion, may deem advisable, with the right to make
alterations and repairs to the Demised Premises . In the event of any reletting, rentals received by Landlord
from reletting shall be applied : first, to the payment of any indebtedness , other than Rent, due from
Tenant to Landlord ; second, to the payment of all expenses of Landlord in repairing, restoring or altering
the Demised Premises for reletting, together with leasing fees and all other expenses in seeking and
obtaining a new tenant, the unamortized portion of Landlord' s paid allowance for Tenant up- fit and other
previously paid Tenant costs , the unamortized portion of any up - fit costs paid on account of this Lease by
Landlord, the unamortized portion of any brokerage fees for the unexpired Lease Term , and any other
damages and costs suffered by Landlord except as expressly provided; third, to the payment of the Rent
due and unpaid; and the residue, if any, shall be held by Landlord and applied in payment of future Rent
as the same may be due and payable . Should rentals received from re- letting during any month and
applied to the Rent be less than the Rent reserved hereunder, then Tenant shall immediately pay any
deficiency to Landlord . Deficiencies shall be calculated and paid monthly . Should rentals received from
re- letting during any month and applied to the Rent be greater than the Rent reserved hereunder, the entire
amount shall belong to Landlord free of any claim of Tenant thereto . No re- entry on or taking possession
of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless
either a written notice of this intention is given to Tenant .
(d) Notwithstanding any reletting without termination, Landlord may at any time elect to
terminate this Lease for any previous Event of Default . Should Landlord at any time terminate this Lease
for any Event of Default, in addition to any other remedy it may have, Landlord may recover from Tenant
all damages it may incur by reason of any Event of Default. Landlord ' s recovery shall include the cost of
legal fees , and any and all past- due amounts owing under the Lease .recovering the Demised Premises ,
OCAC Lease Page 11
(e) Upon failure by Tenant to pay the Rent, to make distress , and upon such distress, this
tenancy, at the option of Landlord, shall terminate, and the Landlord shall have the rights set forth above .
(f) Make such payment or do such act that Tenant has failed but is required to do under this
Lease, and the expenses of Landlord thereof, shall constitute Additional Rent hereunder due and payable
by Tenant within 10 days of demand therefor by Landlord .
(g) Without obtaining any court authorization, lock up the Demised Premises and deny Tenant
access thereto .
Landlord ' s reasonable attorneys ' fees in pursuing any of the foregoing remedies, or in collecting
any Rent due from Tenant hereunder, shall be paid by Tenant, which fees as to Rent collected shall be
deemed to be 15 % of the amount of such Rent or other sum due from Tenant .
All rights and remedies of Landlord are cumulative, and the exercise of anyone shall not be an
election excluding Landlord at any other time from exercise of a different or inconsistent remedy . No
waiver by Landlord of any covenant or condition shall be deemed to imply or constitute a further waiver
of the same at a later time, and acceptance of Rent by Landlord even with knowledge of a default by
Tenant shall not constitute a waiver of such default . An election by Landlord to terminate this Lease shall
only be deemed to occur upon the express , written election by Landlord to do so .
15 . Property of Tenant. To the extent required by law Tenant shall timely pay any and all taxes
levied or assessed against or upon Tenant ' s furnishings , equipment, trade fixtures , furniture, inventory,
leasehold improvements and personal property located in the Demised Premises (collectively, " Tenant
Property") . Tenant (if not in default hereunder), prior to the Expiration Date , may remove all Tenant
Property which it has placed in the Demised Premises provided Tenant repairs all damages caused by
such removal . If Tenant does not remove Tenant Property from the Demised Premises within 5 days after
expiration or termination (for whatever cause) of this Lease, such property (other than that containing
radioactive, biologically active or other hazardous substances or materials) shall be deemed conclusively
abandoned by Tenant, and Landlord may dispose of the same in whatever manner Landlord may elect .
16 . Eminent Domain . If all of the Demised Premises, 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
condemnor, and Rent shall be adjusted between Landlord and Tenant as of such date . If only a portion of
the Demised Premises are taken and Tenant can continue use of the remainder, then this 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 the award made to or received by Landlord for
ided, however, that Tenant shall not be prevented from making a claim against the
any taking; prov
condemning party (but not against Landlord) for any moving expenses , loss of profits, or taking of Tenant
Property (other than its leasehold estate) to which Tenant may be entitled provided such claim does not
reduce the award otherwise payable or due Landlord .
17 . Quiet Enjoyment, If Tenant promptly and punctually complies with each of its obligations
hereunder, it shall , subject to the terms of this Lease, peacefully have and enjoy the possession of the
Demised Premises during the term hereof, provided that no action of Landlord, which does not impair
Tenant' s normal business , in working in other space in the Building, or in repairing or restoring the
Demised Premises , shall be deemed a breach of this covenant, giving Tenant any right to modify this
Lease either as to term , Rent payable , or other obligations to be performed .
18 . Security Deposit. Landlord hereby acknowledges receipt from Tenant the sum set forth in
paragraph 1 (q) hereof, which sum Landlord shall retain as security for the performance by Tenant of each
OCAC Lease Page 12
of its obligations hereunder . 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 prior to the
id deposit in whole or in part, Tenant shall immediately
termination of this Lease, Landlord depletes sa
restore the amount so used by Landlord . This deposit shall not bear interest for the benefit of Tenant and
unless Landlord uses the same to cure a default of Tenant, or to restore the Demised Premises to the
condition that Tenant is required to leave them at the conclusion of the Term . If Tenant shall not be in
default hereunder, Landlord shall within 30 days of the termination or expiration of this Lease refund to
Tenant so much of the deposit as it continues to hold .
19 . Notices . Any notice which Landlord or Tenant is required or desires to give to the other shall be
deemed sufficiently given or rendered if in writing, either personally via hand delivery or sent by United
States Postal System certified mail , postage or fees prepaid ; or sent by recognized overnight courier ( such
as Fed Ex or UPS ) for next business day delivery to the notice addresses set forth in article 1 or to such
other notice address as such party shall render to the other at least 10 days prior . All such notices or
communications shall be deemed delivered, given, and received upon actual receipt (by personal delivery)
or when the return receipt or receipt therefor is signed, or refusal to accept the mailing by the addressee as
noted thereon by the postal authority or recognized overnight courier, not in any event to exceed 3
business days from the date when the notice was deposited for delivery regardless of the refusal to accept
ility to deliver due to the recipient having failed to keep the sender in
delivery or inab formed of the
recipient' s current address . Any notice required to be given to a Mortgagee hereunder shall only be
required to be given by Tenant to the extent that Tenant itself has received actual notice of the address of
Mortgagee . Notwithstanding anything herein to the contrary, notices may be given on behalf of any party
by such party ' s legal counsel, and if such notice is to be received at 2 or more addresses as set forth
above, then the receipt or deemed receipt by any one addressee shall be deemed effective notice to such
party for all purposes of this article .
20 . Surrender ; Holding Over. Tenant will vacate and deliver up the Demised Premises and all
improvements , additions and alterations thereto (except Tenant Property installed by Tenant at its expense
which are permitted to be removed by Tenant) at the expiration or sooner termination of this Lease, in a
good, clean and rentable condition as the same were at the beginning of Tenant' s occupancy, excepting
ordinary wear and tear .
If Tenant shall hold over after the expiration or termination of this Lease , such holding over shall
not be deemed to be a renewal of this Lease, but shall be deemed to create a tenancy- at- sufferance and by
such holding over, Tenant shall be deemed to have agreed to be bound by all of the terms and conditions
of this Lease except those as to the term hereof and except that during such tenancy- at- sufferance , Tenant
shall pay to Landlord Rent at the rate equal to 150 % of that otherwise provided for in this Lease . The
increased Rent during such holding over is intended to partially compensate Landlord for losses, damages
and expenses, including frustrating and delaying Landlord' s ability to secure a replacement tenant . In
addition, Tenant expressly agrees to hold Landlord harmless from any and all loss and damages , direct
and consequential, which Landlord may suffer in defense of claims by parties against Landlord arising out
of the holding over by Tenant, including, without limitation, reasonable attorneys ' fees in connection with
Landlord ' s defense of such claims . Acceptance of all or any portion of Rent by Landlord subsequent to
the Expiration Date or the termination of this Lease shall not constitute Landlord ' s consent to a wrongful
holding over . Landlord shall have the right to apply all payments received after the Expiration Date
toward payment for use and occupancy of the Demised Premises subsequent to the Expiration Date and
toward any other sums owed by Tenant to Landlord . Landlord, at its option, may forthwith re- enter and
take possession of the Demised Premises without process or by any legal process or force .
21 . Right to Relocate. Landlord, at its option , may substitute for the Demised Premises other space
(hereafter called "Substitute Premises") within the Building at any time during the term or any extension
OCAC Lease Page 13
of this Lease . The Substitute Premises shall have a comparable square foot area and a configuration
ilar to the Demised Premises . Landlord shall give Tenant at least 90 days ' written notice
substantially sim
of its intention to relocate Tenant to the Substitute Premises, which notice will be accompanied by a floor
plan of the Substitute Premises . Tenant shall have the right to consent to the floor plan for the Substitute
Premises, which consent shall not be unreasonably withheld, delayed or conditioned . Landlord agrees to
construct or alter, at its own expense, the Substitute Premises as expeditiously as possible so that the
Substitute Premises are in substantially the same condition that the Demised Premises were in
immediately prior to the relocation . Landlord shall have the right to reuse the fixtures , improvements , and
alterations used in the Demised Premises . Tenant agrees to occupy the Substitute Premises as soon as
Landlord ' s work is substantially completed, and a certificate of occupancy is issued therefor . Landlord
shall pay Tenant' s reasonable costs of moving Tenant Property to the Substitute Premises . Except as
provided herein, Tenant agrees that all of the obligations of this Lease, including the payment of Rent,
shall continue despite Tenant ' s relocation to the Substitute Premises . Upon substantial completion of the
Substitute Premises, this Lease shall apply to the Substitute Premises as if the Substitute Premises had
been the space originally described in this Lease . Landlord shall use all reasonable efforts to minimize
any period when the Demised Premises shall be closed to the public as a result of relocation . Tenant ' s
Rent shall abate from the date the Demised Premises are closed until the date the Substitute Premises are
available to be open for business . Except as provided above, Landlord shall not be liable nor responsible
in any way for damages or injuries suffered by Tenant pursuant to the relocation in accordance with this
article 22 , including, but not limited to, loss of goodwill , business , and profits .
22 . Brokers ' Commissions . Tenant represents and warrants that it has not had dealings with any
real estate broker, finder or other person, with respect to this Lease in any manner except as set forth in
section 1 (r) hereof. Landlord ' s total liability for brokerage commissions in connection with the execution
of this Lease is limited to and calculated pursuant to the agreement between Landlord and Landlord ' s
broker set forth in section 1 (r) hereof. Tenant shall indemnify and hold Landlord harmless from any and
all damages resulting from any claims that may be asserted against Landlord by any other broker, finder
or other person (including, without limitation, any substitute or replacement broker claiming to have been
engaged by Tenant), claiming to have dealt with Tenant in connection with the negotiation and/or
execution of this Lease . The provisions of this paragraph shall survive the termination or expiration of
this Lease .
23 . Indemnification . To the extent authorized by North Carolina law Tenant shall indemnify and
hold harmless Landlord, its partners , members , managers , stockholders , officers, directors, employees ,
and agents thereof, and their respective successors and assigns , from and against any and all liabilities,
judgments , demands , causes of action, claims , losses , damages , costs and expenses , including reasonable
attorneys ' fees and costs, arising out of the use, occupancy, conduct, operation, or management of the
Demised Premises by, or the willful misconduct or negligence of, Tenant, its officers , contractors ,
licensees , agents , servants , employees , guests , invitees or visitors in or about the Property . Tenant
assumes all risk of damage or loss to its property or injury or death to persons in, on or about the Demised
Premises , from all causes except those resulting from Landlord' s negligence or willful misconduct . The
provisions of this paragraph shall survive the termination or expiration of this Lease .
24 . Landlord ' s Liability. Tenant agrees that Landlord shall not be liable for injury to Tenant ' s
business or , any loss of income therefrom or for any damage to any goods , wares , merchandise, or other
Tenant Property, Tenant ' s contractors , agents , employees , invitees , customers or any other person in or
about the Property or the Demised Premises unless such damage or loss is caused during the term of this
Lease by the gross negligence or willful misconduct of Landlord (and not other tenants) , and Landlord
shall not be liable for injury to the person of Tenant or to Tenant ' s contractors , agents , employees,
invitees or customers whether such damage or injury is caused by or results from fire, steam , electricity,
gas , water or rain, or from the breakage, leakage , obstruction or other defects of pipes, sprinklers , wires ,
OCAC Lease Page 14
appliances , plumbing, air conditioning or lighting fixtures or from any other cause , whether such damage
or injury results from conditions arising upon the Demised Premises or upon other portions of the
Property or from other sources or places, and regardless of whether the cause of such damage or injury or
means of repairing the same is inaccessible to Tenant unless such damage or injury was due to the gross
negligence or willful misconduct of Landlord (and not other tenants) .
Anything in this Lease to the contrary notwithstanding, the covenants , undertakings and
agreements herein made on the part of Landlord are made and intended not for the purpose of binding
Landlord personally or the assets of the Landlord, but are made and intended to bind only the Landlord ' s
interest in the Demised Premises , the Building, and the Property, as the same may, from time to time, be
encumbered, and no personal liability shall at any time be asserted or enforceable against Landlord on
account of the Lease or on account of any covenant, undertaking or agreement of the Landlord in this
Lease except as against Landlord ' s interest in the Demised Premises , the Building and the Property .
25 . Non-Appropriation . Landlord acknowledges Tenant is a governmental entity, and the validity
of this Lease is based upon the availability of public funding under the authority of its statutory mandate .
In the event that public funds are unavailable and not appropriated for the performance of Tenant ' s
obligations under this Lease, then this Lease shall automatically terminate without penalty or further
obligation to Tenant immediately upon written notice to Landlord of the unavailability and non-
appropriation of public funds . It is expressly agreed that Tenant shall not activate this non- appropriation
provision for its convenience or to circumvent the requirements of this Lease, but only as an emergency
fiscal measure during a substantial fiscal crisis .
In the event of a change in the Tenant ' s statutory authority, mandate and/or mandated functions,
by state and/or federal legislative or regulatory action, which adversely affects Tenant ' s authority to
continue its obligations under this Lease , then this Lease shall automatically terminate without penalty or
further obligation to Tenant upon written notice to Landlord of such limitation or change in Tenant ' s legal
authority .
26 . Miscellaneous . Headings of articles and sections are for convenience only and are not to be
considered in construing the meaning of the contents of same . The invalidity of any portion of this Lease
shall not have any effect on the balance hereof. Should Landlord or Tenant institute any legal proceedings
against the other for breach of any provision herein contained , and prevail in such action, the losing party
shall in addition be liable for the costs and expenses of the prevailing party including its reasonable
attorneys ' fees . This Lease is binding upon the respective parties hereto , and upon their heirs , executors,
successors , and assigns . This Lease supersedes and cancels all prior negotiations between the parties , and
no changes , amendments or modifications hereto shall be effective unless in writing signed by the party
affected by such change, amendment or modification . Landlord reserves the right to promulgate (and
change from time to time) reasonable regulations it deems appropriate for the common use and benefit of
all tenants, with which regulations Tenant shall comply . Landlord may assign this Lease without the
consent of Tenant or may sell the Property or the Building without affecting the obligations of Tenant
hereunder, and upon such assignment or sale, Landlord shall be relieved of all obligations under this
Lease and the term "Landlord" as used in this Lease shall refer to and mean such successor landlord . If
any security deposit or prepaid Rent has been paid by Tenant, Landlord shall transfer the security deposit
or prepaid Rent to Landlord ' s successor or return to Tenant . Tenant agrees to attorn to any successor to
Landlord . This Lease may not be recorded without Landlord ' s prior written consent, but Tenant and
Landlord agree on request of the other to execute a memorandum hereof and record the same . The
singular shall include the plural, and the masculine , feminine or neuter includes the other . Each of
Landlord and Tenant represents to the other that each has lawful authority to enter into this Lease and by
to be legally bound in accordance with the terms and
signing it in their name as set forth below,
OCAC Lease Page 15
conditions hereof. This Lease, and the rights and obligations of each of Landlord and Tenant hereunder,
shall be governed by and construed in accordance with the laws of the state of North Carolina ,
27 . Special Conditions or Addenda. The following special conditions , if any, shall apply, and
where in conflict with earlier provisions in this Lease, shall control . If any addenda are noted below, such
addenda are incorporated herein and made a part of this Lease . If there are no special conditions or
addenda, the word NONE is written in the blank below.
(a) ATTACFIMENTS : Exhibits A, A4 , B , C , D , E, F , G, H, and I are attached and made a
part hereof.
[remainder of page left intentionally blank]
OCAC Lease Page 16
IN WITNESS WHEREOF , Landlord and Tenant have executed this Lease under seal, in
duplicate originals , all as of the day and year first above written .
LANDLORD :
—3 (SEAL)
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By : -�po, A 7 , r p 1 .0 g , ( SEAL)
Title : Mk V N G ER $Z M FV1erAV.ry
TENANT : le
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Title :
This instrume ha lie . pre- audited in the manner required by the Local Government Budget and Fiscal
Control Act :
ell
Chief Financi Officer, Orange County
OCAC Lease Page 17
EXHIBIT A
DEMISED PREMISES
. . . . A + r r ■ 0 0
GUARDIAN BAND
■ t r n ■ ■ ■ .. . s s
SUITE 23 SUITE ` 28
CRAWL SPACE ■ ■ o ■ p q b
7
i
• r •
I
SUITE 27
I
SUITE 34
M
DESERT HARVEST SUITE 17A
KUTZ
SUITE 17B UNLIMITED
OCAC Lease Page 18
EXHIBIT A- 1
DESCRIPTION OF BUILDING
GUARDIAN BAND
SUITE 29 SUITE 28
CRAWL SPACE m a a x 0 ff .
SUITE 27
SUIT 34
W ,
a
0
DESERT HARVEST SUITE 17A
E #
KUTZ
SUITE 17B UNLIMITED
OCAC Lease Page 19
EXHIBIT B
PROPERTY DESCRIPTION
Tract : 452998
PIN : 9864- 64 - 6207 . 006
Map Number : 4 . 38 . B . 10
OCAC Lease Page 20
EXHIBIT C
RULES AND REGULATIONS
To the extent these Rules and Regulations are in conflict with the terms of the Lease, the terms of the
Lease shall control .
(1 ) Access to Building. On Saturdays , Sundays, legal holidays and on weekdays between the hours
of 6 * 00 P . M . and 8 * 00 A . M . , access to the Building and/or to the halls , corridors , elevators or stairways in
the Building may be restricted and access shall be gained by use of a key to the outside doors of the
Building . Landlord may from time to time establish security controls for the purpose of regulating access
to the Building . Tenant shall abide by all such security regulations so established .
(2) Protecting Demised Premises . Before leaving the Demised Premises unattended, Tenant shall
close and securely lock all doors or other means of entry to the Demised Premises and shut off all utilities
in the Demised Premises .
(3) Building Directories . The directories of the Building shall be used exclusively for the display of
the name and location of tenants only and will be provided at the expense of Landlord . Any additional
names and/or name change requested by Tenant to be displayed in the directories must be approved by
Landlord and, if approved, which approval shall not be unreasonably withheld, will be provided at the
sole expense of Tenant .
(4) Large Articles . Furniture, freight and other large or heavy articles may be brought into the
Building only at times and in the manner designated by Landlord and always at Tenant ' s sole
responsibility . All damage done to the Property or the Building, its furnishings , fixtures or equipment by
moving or maintaining such furniture , freight or articles shall be repaired at the expense of Tenant .
(5) Signs . Tenant shall not paint, display, inscribe, maintain or affix any sign, placard, picture,
advertisement, name, notice, lettering or direction on any part of the outside or inside of the Building, or
on any part of the inside of the Demised Premises which can be seen from the outside of the Demised
Premises , without the written consent of Landlord, and then only such name or names or matter and in
such color, size, style, character and material as shall be first approved by Landlord in writing . Landlord
reserves the right to remove at Tenant' s expense all matters other than that above provided for without
notice to Tenant .
(6) Compliance with Laws . Tenant shall comply with all applicable laws , ordinances, governmental
orders or regulations and applicable orders or directions from any public office or body having
jurisdiction, whether now existing or hereinafter enacted with respect to the Demised Premises and the
use or occupancy thereof. Tenant shall not make or permit any use of the Demised Premises which
directly or indirectly is forbidden by law, ordinance, governmental regulations or order or direction of
applicable public authority, or which may be dangerous to person or property .
(7) Hazardous Materials . Tenant shall not use or permit to be brought into the Demised Premises
or the Building any flammable oils or fluids , or any explosive or other articles deemed hazardous to
persons or property , or do or permit to be done any act or thing which will invalidate or which if brought
in would be in conflict with any insurance policy covering the Property, the Building or its operation, or
the Demised Premises , or any part of either, and will not do or permit to be done anything in or upon the
Property, or bring or keep anything therein, which shall not comply with all rules , orders , regulations or
requirements of any organization, bureau, department or body having jurisdiction with respect thereto
(and Tenant shall at all times comply with all such rules , orders , regulations or requirements), or which
shall increase the rate of insurance on the Building, its appurtenances , contents or operation .
OCAC Lease Page 21
(8) Defacing Demised Premises and Overloading. Tenant shall not place anything or allow
anything to be placed in the Demised Premises near the glass of any door, partition, wall or window
which may be unsightly from the outside the Demised Premises . Tenant shall not place or permit to be
placed any article of any kind on any window ledge or on the exterior walls , blinds , shades , awnings or
other forms of inside or outside window ventilators or similar devices shall not be placed in or about the
outside windows in the Demised Premises except to the extent that the character, shape, color material
and make thereof is approved by Landlord . Tenant shall not do any painting or decorating in the Demised
Premises or install any floor coverings in the Demised Premises or make , paint, cut or drill into, or in any
way deface any part of the Demised Premises or Building without in each instance obtaining the prior
written consent of Landlord . Tenant shall not overload any floor or part thereof in the Demised Premises ,
or any facility in the Building or any public corridors or elevators therein by bringing in or removing any
large or heavy articles and Landlord may direct and control the location of safes , files , and all other heavy
articles and, if considered necessary by Landlord, require supplementary supports at Tenant ' s expense of
such material and dimensions necessary to properly distribute the weight .
(9) Obstruction of Common Areas . Tenant shall not, whether temporarily, accidentally or
otherwise, allow anything to remain in, place or store anything in, or obstruct in any way, any sidewalk,
court, passageway, parking area, entrance stairway or shipping area . Tenant shall lend its full cooperation
to keep such areas free from all obstruction and in a clean and sightly condition, and move all supplies,
furniture and equipment as soon as received directly to the Demised Premises , and shall move all such
items and waste, including medical wastes , (other than waste customarily removed by Building
employees) that are at any time being taken from the Demised Premises directly to the areas designated
for disposal . All courts , passageways , entrances , exits, elevators , stairways , corridors, halls and roofs 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 interest of the Building and its tenants provided, however, that nothing
herein contained shall be construed to prevent such access to persons with whom Tenant deals with in the
normal course of Tenant ' s business unless such persons are engaged in illegal activities .
%( 10) Additional Locks . Tenant shall not attach or permit to be attached additional locks or similar
devices to any door or window that is a means of access to a common area or change existing locks or of
the mechanism thereof, or make or permit to be made any keys for any door other than those provided by
Landlord . Upon request of Tenant, Landlord shall allow Tenant to install additional or separate locks
within the Demised Premises . Upon installation of such additional or separate locks Tenant shall ensure
Landlord has access to the Demised Premises as required by the Lease . Upon termination of this Lease or
of Tenant ' s possession, Tenant shall surrender all keys to the Demised Premises .
(11 ) Communications or Utility Connections . If Tenant desires signal , alarm or other utility or
similar service connections installed or changed, Tenant shall not install or change the same without the
approval of Landlord, and then only under direction of Landlord and at Tenant ' s expense . Tenant shall
not install in the Demised Premises any equipment which requires a substantial amount of electrical
current without the advance written consent of Landlord . Tenant shall ascertain from Landlord the
maximum amount of load or demand for or use of electrical current which can safely be permitted in the
Demised Premises , taking into account the capacity of the electric wiring in the Building and the Demised
Premises and the needs of other tenants in the Building, and shall not in any event connect a greater load
than that which is safe .
( 12) Office of the Building. Service requirements of Tenant will be attended to only upon application
at the office of manager of the Building selected by Landlord . Employees of Landlord shall not perform
any work outside of their duties unless under special instructions from Landlord .
OCAC Lease Page 22
( 13) Rest Rooms . The rest rooms , toilets , urinals , vanities and the other apparatus shall not be used
for any purpose other than that for which they were constructed and no foreign substance of any kind
whatsoever shall be thrown therein and the expense of any breakage, stoppage or damage resulting from
the violation of this rule shall be borne by Tenant .
( 14) Intoxication . Landlord reserves the right to exclude or expel from the Building any person who ,
in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs , or who shall in any
manner do any act in violation of any of the rules and regulations of the Building .
( 15) Nuisances and Certain Other Prohibited Uses . Tenant shall not (a) install or operate any
internal combustion engine, boiler, machinery, refrigerating, heating or air conditioning apparatus in or
about the Demised Premises except those ordinarily embraced within the Permitted Use of the Demised
Premises ; (b) engage in any mechanical business , utilize any article or thing, or engage in any service in
or about the Property , the Demised Premises or Building, except those ordinarily embraced within the
Permitted Use of the Demised Premises ; (c) use the Demised Premises for housing, lodging, or sleeping
purposes ; (d) permit preparation or warming of food in the Demised Premises or permit food to be
brought into the Demised Premises for consumption therein (warming of coffee and individual lunches of
employees excepted) except by express permission of Landlord ; (e) place any radio or television antennae
or satellite dish on the roof or on or in any part of the inside or outside of the Building other than the
inside of the Demised Premises , or place a musical or sound producing instrument or device that may
constitute a nuisance to other tenants or occupants of the Building or interfere with other tenant ' s or
occupants quiet enjoyment of its Demised Premises ; (f) use any illumination or power for the operation of
any equipment or device other than electricity ; (g) operate any electrical device from which may emanate
electrical waves which may interfere with or impair radio or television broadcasting or reception from or
in the Building or elsewhere except with the consent of the Landlord, which consent shall not be
unreasonably withheld, and consistent with the Permitted Use ; (h) bring or permit to be in the Building
any bicycle or other vehicle, or dog (except in the company of a blind person) or other animal or bird; (1)
make or permit any objectionable noise or odor to emanate from the Demised Premises ; (j ) disturb , solicit
or canvass any occupant of the Buildings or (k) do anything in or about the Demised Premises tending to
create or maintain a nuisance or do any act tending to injure the reputation of the Building .
(16) Solicitation . Tenant shall not make any room -to -room canvass to solicit business from other
tenants or occupants in the Building and shall not exhibit, sell or offer to sell, use , rent or exchange any
products or services in or from the Demises Premises unless ordinarily embraced within the Tenant' s use
of the Demised Premises specified herein and specific authority granted in the Lease .
(17) Energy Conservation . Tenant shall not waste electricity, water, heat or air conditioning and
agrees to cooperate fully with Landlord to assure the most effective operation of the Building ' s heating
and air conditioning, and water usage and shall not allow the adjustment (except by Landlord ' s authorized
Building personnel) of any controls .
( 18) Building Security. Upon entry to or exit from the Building on weekends , or after normal
business hours, the exterior Building doors and suite entry door(s) should be kept locked at all times to
assist in security . The janitorial service, upon completion of its duties , will lock all Building doors .
Problems in Building and suite security should be directed to Landlord ' s manager .
( 19) Parking. Parking is in designated parking areas only . There should be no vehicles in "no
parking" zones or at curbs . Handicapped spaces are for handicapped persons and the police department
will ticket unauthorized (unidentified) cars in handicapped spaces .
OCAC Lease Page 23
EXHIBIT D
OPERATING EXPENSES — PASS THROUGHS
Intentionally Omitted ,
OCAC Lease Page 24
EXHIBIT E
ENVIRONMENTAL COMPLIANCE
Tenant ' s Responsibility . Tenant shall not (either with or without negligence) cause or permit
the escape, disposal or release of any radioactive, biologically active or other hazardous substances or
materials in or around the Building, the Property or in the Demised Premises . Tenant shall not allow the
storage or use of such substances or materials in any manner not sanctioned by law or by the highest
standards prevailing in the industry for the storage and use of such substances or materials , nor allow to
be brought into the Building or upon the Property any such materials or substances except as used in the
ordinary course of Tenant ' s business and then only after written notice is given to Landlord of the identity
of such substances or materials . Tenant covenants and agrees that the Demised Premises will, at all times
during its use or occupancy thereof, be kept or maintained so as to comply with all now existing or
hereafter enacted or issued statutes , laws , rules , ordinances, orders , permits , and regulations of all state,
federal, local, and other governmental and regulatory authorities , agencies, and bodies applicable to the
Demised Premises, pertaining to environmental matters , or regulating, prohibiting or otherwise having to
do with asbestos and all other toxic , radioactive, or hazardous wastes or material including, but not
limited to the Federal Clean Air Act, the Federal Water Pollution Control Act, and the Comprehensive
Environmental Response, Compensation , and Liability Act 1980 , as from time to time amended (all
hereafter collectively called "Laws") .
Tenant ' s Liability . Tenant shall hold Landlord, its managing agent and Mortgagee and their
respective successors and assigns (collectively, the "Indemnified Parties") free, harmless , and, to the
extent authorized by North Carolina law, indemnified from any penalty, fine, claim , demand, liability,
cost, or charge whatsoever which the Indemnified Parties shall incur, or which the Indemnified Parties
would otherwise incur, by reason of Tenant ' s failure to comply with this Exhibit E including, but not
limited to (1) the cost of bringing the Demised Premises , the Building and/or Property into compliance
with all Laws ; ( ii) the reasonable costs of all appropriate tests and examinations of the Demised Premises ,
the Building and the Property to confirm that the same have been brought into or are in compliance with
all Laws ; and (iii) the reasonable fees and expenses of the Indemnified Parties ' attorneys , engineers , and
consultants incurred by the Indemnified Parties in enforcing and confirming compliance with this exhibit
E .
Property , For the purposes of this Exhibit E , the Property includes all improvements thereon ; all
personal property used in connection therewith (including that owned by Tenant and other tenants) ; and
i
the soil, ground water, and surface water of the Property .
Inspections by Landlord . Landlord and its engineers , technicians , and consultants (collectively
the "Auditors") may, from time to time during regular business hours as Landlord deems appropriate , or
otherwise upon advance notice to Tenant, conduct periodic tests and examinations ("Audits") of the
Demised Premises to confirm and monitor Tenant ' s compliance with this Exhibit E . The Audits shall be
conducted in such a manner as to minimize the interference with Tenant ' s permitted activities on the
Demised Premises ; however, in all cases , the Audits shall be of such nature and scope as shall be
reasonably required by then existing technology to confirm Tenant ' s compliance with this Exhibit E .
Tenant shall fully cooperate with Landlord and its Auditors in the conduct of such audits . The cost of the
Audits shall be paid by Landlord unless such audit shall disclose a material failure of Tenant to comply
with this exhibit E , in which case the cost of such audit, and the cost of all subsequent Audits made
during the Term and within 30 days thereafter shall be paid for on demand by Tenant .
Landlord ' s Responsibility . This Exhibit E shall not apply to any condition or matter
constituting a violation of any Law (1) which existed prior to the commencement of Tenant' s use or
occupancy of the Demised Premises and was not caused or permitted to be caused, in whole or in part, by
OCAC Lease Page 25
Tenant or Tenant ' s agents , employees , officers , partners , contractors , or invitees ; or (ii) to the extent such
violation is caused by, or results from , an act or neglect of Landlord or Landlord ' s agents , employees ,
officers , partners , contractors, guests, or invitees .
Tenant ' s Liability After Expiration or Termination of Lease . The covenants contained in this
exhibit E shall survive the expiration or termination of this Lease, and shall continue for so long as an
Indemnified Party may be subject to any expense, liability, charge , penalty, or obligation against which
Tenant has agreed to indemnify an Indemnified Party under this Exhibit E .
OCAC Lease Page 26
EXHIBIT F
LANDLORD WORK
1 . Landlord will clean and re-paint the Demised Premises at Landlord ' s cost and expense .
OCAC Lease Page 27
EXHIBIT G
MEMORANDUM OF ACCEPTANCE OF DEMISED PREMISES
Attached to and forming a part of the Lease dated L k rtiag o, , 20 a0 made by and
between two C1--� yav M i u LLB ("Landlord") and (� ,� kN � (" Tenant") .
This Memorandum is made and executed as of the b day of ¢.kar� cvY , 20 db ,
by and between Landlord and Tenant .
Pursuant to the Lease, the parties hereto desire to execute this Memorandum to confirm certain
issues relating to that certain lease agreement dated , 20 a0 between Landlord and Tenant .
NOW, THEREFORE, Landlord and Tenant, each intending to be legally bound hereby, agree as
follows :
L Tenant hereby accepts the Demised Premises as tenantable, and, except as may be
otherwise noted in the Lease, the Landlord has no further obligations with respect to the construction or
completion of the Demised Premises . Tenant acknowledges that both the Building and the Demised
Premises are satisfactory in all respects for the purpose of Tenant ' s use and occupancy of the Demised
Premises ,
2 . The Rent Commencement Date of the Lease is hereby agreed to be the day of
e�OV be pe
3 . The Expiration Date of the Lease is hereby agreed to be the 16, day of s.
4 . Any capitalized term used herein shall have the same meaning as that set forth in the
Lease .
IN WITNESS WHEREOF , Landlord and Tenant have executed this Memorandum in duplicate
originals , all as of the day and year first abov" ',itten .
LANDLORD : Bye
ii e . anager
TENANT : By :
y 3
Title :
OCAC Lease Page 28
EXHIBIT H
OPTION TO EXTEND LEASE
Provided that Tenant is not then subject to an Event of Default as defined in article 15 of the
Lease (or with the passage of time or the giving of notice will ripen into a default), Tenant gives Landlord
at least 9 months ' , but not more than 12 months ' prior written notice of Tenant ' s exercise of its option to
extend hereunder (failure to give such notice being an absolute bar to any right on the part of Tenant to so
extend) , and Tenant has not assigned the Lease or sublet the Demised Premises or any portion thereof,
Landlord hereby gives to Tenant one consecutive option right to extend this Lease Term for an additional
term of five years . Upon such exercise, all the terms and conditions of this Lease shall remain and be in
effect during the extension term save and except ( 1) the Expiration Date shall be accordingly adjusted to
reflect such extension and (ii) the Minimum Rent to be paid by Tenant during such extension term shall
be the greater of (A) the Minimum Rent would be payable as follows :
Annual Minimum Rent Monthly Installment
Lease Year 6 $ 7 , 467 . 30 $ 622 . 28
Lease Year 7 $ 7 , 653 . 98 $ 637 . 83
Lease Year 8 $ 7 , 845 . 33 $ 653 . 78
Lease Year 9 $ 8 , 041 . 46 $ 670 . 12
Lease Year 10 $ 89242 . 50 $ 686988
or (B ) an amount equal to the then market rate equivalent for comparable space in the Hillsborough,
North Carolina area as determined by Landlord within 10 days of the date of Tenant ' s exercise of such
extension option; provided, however, that if Tenant shall give Landlord written notice of its disagreement
with such rate of Minimum Rent within 10 days of the delivery to Tenant of Landlord ' s aforesaid
determination of Minimum Rent for the extension term , then such Minimum Rent for the extension term
shall be calculated by appraisal in accordance with the next paragraph of this exhibit .
Each of Landlord and Tenant shall specify within 5 days after the delivery of Tenant' s notice of
ified appraiser by written notice to the other . Within 20 days after the
disagreement a selection of a qual
selection of the last appraiser, the 2 appraisers (one selected by Landlord and the other selected by
Tenant) shall render a joint written determination of the Minimum Rent for the extension term . If the 2
appraisers are unable to agree upon a joint, written determination within the aforesaid 20- day period, each
appraiser shall then render his or her determination and shall jointly select a third appraiser within such
20- day period . Within 10 days after the appointment of the third appraiser, the third appraiser shall select
one of the determinations of the 2 appraisers duly selected, or if neither of such appraisal represents that
value which a third party would be willing to pay to Landlord in an arm ' s - length negotiation, in the
opinion of the third appraiser, then the third appraiser shall select a value which represents a number
between the 2 appraisal values originally determined by the 2 original appraisers . All appraisers selected
pursuant to this Exhibit G shall be unaffiliated and disinterested appraisers or licensed real estate brokers
having at least five 5 years ' prior experience in making rent value appraisals for similar and comparable
type property and usage in the Hillsborough, North Carolina, area. If either of the Landlord or the Tenant
fails or refuses to select an appraiser, the other appraiser alone shall determine the Minimum Rent for the
extension term in accordance with the terms hereof. Each party shall bear the fees and expenses of their
selected appraiser and, if necessary, to select a third appraiser, the parties hereto shall equally bear the
fees and expenses of the third appraiser . The appraised Minimum Rent determined pursuant to this
Exhibit G shall be binding upon the parties as a rental to apply for the extension term .
OCAC Lease Page 29
EXHIBIT I
MEMORANDUM OF LEASE
Prepared by.
Ellis chi Winters LLP (DLH) , P . O . Box 33550 , Raleigh , NC 27636
Return to .
Orange County,
STATE OF NORTH CAROLINA , COUNTY OF ORANGE
PIN : 986464= 6207 . 006
MEMORANDUM OF LEASE
THIS MEMORANDUM: OF LEASE (this "Menzoran (luin") is made and: entered into as of
2020 , by and between Eno River Mill, LLC, a North Carolina limited liabil ity
company (" aridZord"), and Orange County, a political subdivision of the State of North Carolina .
" T�narZt"} .
2,,,Landlord and Tenant are parties to that certain Lease Agreement dated on or about 19 r
9 (the "Lease") for approximately 2 , 970 rentable square feet more particularly described therein
(the "Prenuses") . The Premises are located at 437 Dimmocks Mill Road, . Hillsborough , NC 27217 on 'the
real property more particularly described on Exhibit A attached hereto and incorporated herein by
reference:
The term of the Lease commenced Oil
t/br 'aaV , 2020 and is scheduled to expire an
2029,� Tenant has one option to extend the terM of the Lease for five ( 5 ) additional years on
the terms4nd conditions more particularly set forth in the Lease .
Tenant shall cooperate in causing this Memorandum to be promptly terminated of record
following the expiration or prior termination of the Lease . Nonetheless , this Memorandum may be
terminated of record by unilateral action of Landlord upon the occurrence of an Event Default by Tenant
under the Lease ( including thee .expiration of applicable notice and cure periods) or the valid termination
of the Lease for any - reason prior to the expiration of the term of the Lease .
This Memorandum is not a complete summary of the Lease . The sole purpose of this
Memorandum is to give notice of the Lease and all of its terms , covenants , and conditions to the same
extent as if the Lease were fully set forth herein . Provisions in this Memorandum shall not be used to
interpret the Lease Agreement and , in the event of a conflict between this Memorandum and the Lease ,
the latter shall control .
OCAC Lease "Page 30
IN WITNESS WI HEREOF , the parties hereto have caused this Memorandum to be executed and
delivered as of the day and year first above written .
LANDLORD .
Eno River Mill, LLC
a North Carolina limited liability company
By : �
Name : TV.Aq%ay, • CnWMLm&
Title : to _
STATE OF NORTH CAROLINA )
COUNTY OF WAKE )
I certify that the following person( s) personally appeared before me this day, each acknowledging
to me that he or she signed the foregoing document in the capacity indicated thereon :
re� o C7Atffy
Date : 07" , 2020
Notary Public
Print Name : l Ar vol
My Commission Expires :
[Official Seal] �
a
3 � f&ignature page I of 2]
c
OCAC Lease Page 31
TENANT :
ORANGE COUNTY
Bye
Names r-1 912
Title :
STATE OF NORTH CAROLINA )
COUNTY OF
I certify that the following person( s) personally appeared before me this day, each acknowledging
to me that he or she signed the foregoing document in the capacity indicated thereon :
Date : 2020
e j
Notary u lie
Print Name :
My Commission Expires :ING
Wei
[Official Seal]
T A y � [Signature page 2 of 2]
Give
dive
4503
Mesa
Ross
seem PUB \
C' E Cos
OCAC Lease Page 32
Exhibit A
(to Memorandum of Lease)
That certain parcel located in Hillsborough Township, Orange County, North Carolina, and described
as follows :
All of Unit 4B of the Eno River Mill Unit 4 Condominium established pursuant to that certain
"Declaration of Condominium for Eno River Mill Unit 4 Condominium" recorded in Book 6049,
Page 501 , in the Office of the Register of Deeds , Orange County, North Carolina, and that certain
condominium plan (consisting of three (3 ) sheets) entitled "Plan of Condominium Eno River Mill
Unit 4 Condominium" recorded in Condominium Map Book 115 , Pages 4345 , in the Office of the
Register of Deeds , Orange County, North Carolina,
OCAC Lease Page 33