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HomeMy WebLinkAboutAgenda - 05-18-2004-9eORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: May 18, 2004 Action Agenda Item No. SUBJECT: Lease Approval: Parks Operations Base DEPARTMENT: Purchasing and Central PUBLIC HEARING: (Y/N) No Services, Recreation & Parks ATTACHMENT(S): INFORMATION CONTACT: Pam Jones, (919) 245-2652 Lease Lori Taft, (919) 245-2660 TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill 968-4501 Durham 688-7331 Mebane 336-227-2031 PURPOSE: To consider approving athree-year lease for space to be used as a parks operations base. BACKGROUND: The advent of parks development in the County has given rise to the need to develop an operations base specifically for the parks function, The approved 2003-2004 Recreation and Parks operating budget includes limited funding for this item, The building selected is currently under construction. If approved, occupancy could occur late in the month of June, The facility will include two garage bays, a small office area, restrooms, and workshop space totaling 4,000 square feet. In addition, 3,500 square feet of exterior space will be included far secure overnight parking of the department's rolling stack and far short term storage of bulk items to be used in parks, such as mulch, compost, etc, The urgency of this need lies with the incoming equipment. Four pieces of equipment are currently housed at the Blackwood farm. There is no additional space available at this location. There is no opportunity at the Blackwood location to manage this equipment as needed, The parks services function requires that equipment be brought inside for lubrication and maintenance, and to allow for productivity during inclement weather. The tractor and attachments expected in the near future will also require the care and management that the garage bays in the proposed rental facility will allow, The shop space will be required for carpentry (picnic tables, play structure repair, kiosk and sign construction) and painting and machine work, The office will be utilized for current full time employees, Staff has considered other County owned properties where this could be accomplished, but neither the Public Works facility nor any other location has been identified that can meet these needs. The current Recreation and Parks offices have no space of this kind whatsoever, z A lease with terms as cited below has been negotiated for appropriate space at 503 Cornerstone Court, Hillsborough (close to the intersection of Highways 86 and 70A): • Term of lease: 3-years, beginning July 1, 2004 and ending June 30, 2007. The longer- term solution will involve constructing a building for this purpose on property already owned by the County; however, the specific location has yet to be determined. In the event such a structure is not available by June 30, 2007, the lease also includes one three-year renewal, upon mutual agreement of both parties. • The building is currently under construction. Should it become available prior to July 1, 2004, the Landlord has agreed to allow early move in at the rate of $80 per day. • Lease amount: $32,640 annually for the three-year lease term. • County pays utilities and provides janitorial services. • Landlord assumes all other maintenance responsibilities for the leased premises. FINANCIAL IMPACT: Funds to support the lease beginning July 1, 2004 have been included in the Recreation and Parks Department 2004-2005 budget request. Funds to support early move-in ($80/day), if any, are available in the Department's current year operation budget. RECOMMENDATION(S): The Manager recommends that the Board approve athree-year lease with JGBH Properties, LLG for approximately 4,000 square feet of interior space and 3,500 square feet of exterior storage area at 503 Cornerstone Court, Hillsborough, per the terms and conditions herein cited; and authorize the Chair to sign on behalf of the Board. REAL E S T A T E COMMERCIAL LEASE AGREEMENT T"HIS LEASE, made this _ day of _ , 20 04 , by and between _, _, JCBH Properties, LLC _ ("Landlord") whose address is _. 510 Cornerstone Court, Hillsborough, fJC 27278 and _.Couniy of Orange ("Tenant") whose address is P.O. Box 8181 Hillsborough, NC 27278 _; WITNESSETti: PREMISES 1. Landlard, for and in consideration of the rents, covenants, agreements, and stipulations hereinafter mentioned, provided for and covenanted to be paid, kept and performed by Tenant, leases and rents unto Tenant, and Tenant hereby ]eases and takes upon the terms and conditions which hereinafter appear, the following described property (hereinafter called the "Premises"), to wit: Address: Legal Description. oufs/de storage P!N 9874-40-4766 DB 3046/258 See attached Exhibit A _ for legal description of premises. TERM 2. The Tenant shall have and hold the Premises for a term of _ _ three (3) years` _ beginning on the 1st day of JuIV'" , 20 , 04. ,and ending on the 30th day of June 20 07 , at midnight, unless sooner terminated as hereinafter provided. The first Lease Year Anniversary shall be the date twelve (t2) calendar months after the first day of the first full month of the term hereof and successive Lease Year Anniversaries shall be the date twelve (12) calendar months from the previous Lease Yeaz Anniversary. RENTAL 3. Tenant agrees to pay Landlord or its Agent without demand, deduction or set off; an annual rental of $ 32,640.00 payable in equal monthly installments of $ 2 720 00 in advance on the first day of each calendar month during the term hereof. Llpon execution of this Lease, Tenant shall pay to Landlord the first month's rent due hereunder. Rental for any period during the term hereof which is less than one month shall be the pro-rated portion of the monthly rental due. On each Lease Year Anniversary the annual rental payable hereunder (and accordingly the monthly installments) shalt be adjusted: L by any change in the Consumer Price Index, Urban Wage Earners and Clerical Workers, All Cities (CPI-W, 1982-]984=I00) ("Index") by multiplying the then effective annual rental by the value of said Index Cor the month two months prior to the Lease Year Anniversary and dividing the product by the value of said Index for the month two months prior to the previous Lease Year Anniversary (in the instance of the first Lease Year Anniversary the value of the Index for the month hvo months prior to the first full month of the term hereof). ]n [he event the Index ceases to be published, there shalt be substituted for the Index the measure published by the US Depaztment of Labor which most nearly approximates the Index; ~ as follows: 'Tenant shalt have the right to renew the lease for three addlUonat years with 90 days advanced wrftten_ _____ notice at an annual race of $35,000 or $2,916.67/mo. "Landlord w!I/ allow Tenant to occupy the building _ as soon as ft is aval/ab/e to June (af Tenant's op0on) based on a dally rent of $80.00 per day. Page I of 8 ® North Carolina Associatlon of REALTORS®, Inc neairom Tenant Initials Landlord Initials STANDARD FORM 590-T ~~.~~, © 7/2002 rre,t~aomkodarFormu/ator"v«mesdnw~o BOa33Si0I7 ^ Ifthis box is checked, Tenant shall pay all rental to Landlord's Agent at [he following address: N/A _ _ - LATE C13ARGES 4. If Landlord fails to receive any rent payment within _ ffffeen (1~_ days after it becomes due, Tenant shall pay Landlord, as additional rental, a late chazge equal to __ - five percent 5 _ (%) of the overdue amount or $ _ N/A _ whichever is greater, plus any actual bank fees incurred for returned or dishonored checks. The parties agree that such a late charge represents a fah and reasonable estimate of the cos[ Landlord will incur by reason of such late payment.. SECURITY llEPOS1T 5 Tenant shall deposit with Landlord or its Agent upon execution of this Lease $ _ - 0 as a security deposit which shall be held as security for the full and faithful performance by Tenant of each and every term, covenant and condition of this Lease. If any of the rents or other charges or sums payable by Tenant shall be over-due and unpaid or should payments be made on behalf of Tenant, ur should Tenant fail to perform any of the terms of'this Lease, them Landlord or its Agent may, at its option, appropriate and apply the security deposit, or so much thereof as may be necessary, to compensate toward the payment of the rents, charges or other sums due from Tenant, or towards any toss, damage or expense sustained by Landlord resulting from such default on the part ofihe Tenant; and in such event Tenant shall upon demand restore the security deposit to the original sum deposited. to the event Tenant furnishes Landlord with proof that all utility bills have been paid through the date of Lease termination, and performs all of Tenant's other obligations under this tease, the security deposit shall be returned in full to Tenant within thirty (.30) days after the date of the expiration or sooner termination of the term of this Lease and the surrender of the Premises by Tenant incompliance with the provisions of this tease. The Security Deposit may be placed in an interest bearing account and any interest thereon shalt be the property of the party holding the same. ^ Ifthis box is checked, Agent shall hold the Security Deposit and shall be entitled to the interest thereon. UTILITY BIhLS 6 (a) Tenant shall pay the fbllowing utilities: Water sewer,_eleet~ic and natu/21 pas (all utilitieS~ _ - - (b) Landlord shall pay the following utilities: N/A _ _. _ Responsibility to pay for a utility service shall include all metering, hook-up fees or other miscellaneous charges associated with the installation and maintenance of such utility in said party's name, COMMON AREA COSTS; RULES AND REGULATIONS 7. If the Premises are part of a larger building or group of buildings, Tenant shall pay as additional rental monthly, in advance, its pro rata share of common azea maintenance costs as hereinafter more particularly set forth in the Special Stipulations (see Paragraph 38), The Rules and Regulations, if any, attached hereto are made a part of this Lease. Tenant agrees [o perform and abide by these Rules and Regulations, if any, and such other Rules and Regulations, if any, as maybe made from time to time 6y Landlord, USE OF PREMISES 8. The Premises shall be used for Parks and Recreation of(iees and warehouse _ _ - puiposes only and no other. The Premises shall not be used for any Illegal purposes, nor in any manner to create any nuisance or trespass, nor in any manner to vitiate the insurance or increase the rate of insurance on the Premtses. In the even[ Tenant's use of the Premises results in an increase in the rate of insurance on the Premises, Tenant shall pay to Landlord, upon demand and as additional rental, the amount of any such increase, Page 2 of 8 STANDARD FORM 590-T © 7/2002 Tenant Initials Landlord Initials rmstom,goroceao-rFormv/atorramasoir~~,e eoaats~tas7 S TAX AND INSURANCE ESCALATION 9 Tenant shall pay upon demand as additional rental during the term of Otis Lease, and any extension or renewal thereof; ~. The amount by which all taxes (including but not limited [o, ad valorem taxes, special assessments and any other govemmentat charges) on the Premises for each tax year exceed all taxes on the Premises for [he tax yeaz N/A ; or C All taxes (including, but not limited to, ad valorem taxes, special assessments and any other governmental charges) on the Premises for each tax year. In the event the Premises are less than the entire propercy assessed for such taxes for any such tax year, then the tax for any such year applicable to the Premises shall be determined by proration on the basis that the rentable floor area of the Premises bears to the rentable floor area of the entire property assessed. If the final year of the Lease term fails to coincide with the tax year, then any excess for the tax year during which the teen ends shall be reduced by the pro rata part of such lax year beyond the Lease term. If such taxes for the year in which the Lease terminates are not ascertainable before payment of the last months rental, then the amount of such taxes assessed against the property for the previous tax year shall be used as a basis for determining the pro rata shaze, if uny, to be paid by Tenant for that portion of the last Lease year. Tenant shall further pay upon demand as additional rental during the term of this Lease, and any extension or renewal thereof: the excess cost of fire and extended coverage insurance including any and all public liability insurance on the building over the cost of the first year of the Lease term for each subsequent year during the term of this Lease; or ^ all fire and extended coverage insurance including any and all public liability insurance on the building. In the event the Premises are less than the entire property, then the insurance payable by Tenant for the Premises shall be determined by proration on [he basis that the rentable floor area of the Premises bears to the rentable floor area of the entire property. Tenant shall pay all taxes and insurance as provided herein within fifteen (15) days after receipt of notice from Landlord as to the amount due.. Tenant shall be solely responsible for insuring Tenant's personal and business property and for paying any taxes or governmental assessments levied thereon. 10. To the extent permitted by North Carolina law and the insurance policies owned by/ INDEMNITY, INSURANCE covering the Tenant, +9r Tenant agrees to and hereby does indemnify and save Landlord harmless against all claims for damages to persons or property by reason of Tenant's use or occupancy of the Premises, and all expenses incurred by Landlord because thereof, including attorney's fees and court costs. Supplementing the foregoing and in addition thereto, Tenant shall during the term of this Lease and any extension or renewal thereof, and a[ Tenant's expense, maintain in full force and effect comprehensive general liability insurance with limits of $ _- 1 000.000 per person and $ 1.000,000 per accident, and property damage limits of $ ~ included in pe! A2rson limit ,which insurance shall contain a special endorsement recognizing and insuring any liability accruing to Tenant under the first sentence of this paragraph and naming Landlord as addirional insured. Tenant shall provide evidence of such insurance to Landlord prior to the commencement of the term of this Lease. Landlord and Tenant each hereby release and relieve the other, and waive any right of recovery, for loss or damage arising out of or incident to the perils insured against which perils occur in, on or about the Premises, whether due to the negligence of Landlord or Tenant or their agents, employees, contractors and/or invitees, to the extent that such loss or damage is within the policy limits of said comprehensive general liability insurance Landlord and Tenant shall, upon obtaining the policies of insurance required, give notice [o the insurance carrier or carriers that the foregoing mutual warvcr of subrogation is contained in this Lease. REPAIRS BY LANDLORD t L. Landlord agrees to keep in good repair the roof, foundation and exterior walls of the Premises (exclusive of alt glass and exclusive of all exterior doors) and underground utility and sewer pipes outside the exterior walls of the building, except repairs rendered necessary by the negligence or intentional wrongful acts of Tenant, its agents, employees or invitees, If the Premises are part of a larger building or group of buildings, then to the extent that the grounds are common areas, Landlord shall maintain the grounds surrounding the building, including paving, the mowing of grass, care of shrubs and general landscaping. Tenant shalt promptly report in writing to Landlord any defective condition known to i[ 4vhich Landlord is required to repair and failure to report such conditions shall make Tenant responsible to Landlord for any liability incurred by Landlord by reason of such conditions. Page 3 of 8 STANDARD FORM 590-T O 7/2002 Tenant Initials L.undlord Initials TNSIam(uWUCatl Cy FOf'7II/1/HLOf°Fmms Sollxreie 800-33&7017 REPAIRS 13Y TENANT Landlord 12.. Tenant accepts the Premises in their present condition and as suited for the uses intended by Tenant. shall, throughout the initial term of this Lease, and any extension or renewal thereof, at its expense, maintain in good order and repair the Premises, including the building, heating and air conditioning equipment (including but not limited to replacement ofparts, compressors, air handling units and heating units) and other improvements located thereon, n . Tenant agrees to return the Premises to L~andlord~a[ the expiration or prior termination of this Lease, in as good condition and repair as when first received, natural wear and tear, damage by storm, fire, lightning, earthquake or other casualty alone excepted. Tenant, Tenant's employees, agents, contractors or subcontractors shall take no action which may void any manufacturers or installers warranty with relation to the Premises. Tenant shall indemnify and hold Landlord harmless from any liability, claim, demand or cause of action arising on account of Tenant's breach of the provisions of this paragraph. ALTERATIONS l3. Tenant shall not make any alterations, additions, or improvements [o the Premises without Landlord's prior written consent, Tenant shall promptly remove any alterations, additions, or improvements conswcted in violation of this Paragraph upon Landlord's written request. Atl approved alterations, additions,and improvements will be accomplished in a good and workmanlike manner, in conformity will all applicable laws and regulations, and by a contractor approved by Landlord, free of any liens or encumbrances. Landlord may require Tenant to remove any alterations, additions or improvements (whether or not made with Landlord's consent) at the termination of the Lease and to restore the Premises to its prior condition, all at Tenant's expense, Alt alterations, additions and improvements which Landlord has not required Tenant to remove shall become Landlord's property and shall be surrendered to Landlord upon [he termination of this Lease, except that Tenant may remove any of Tenant's machinery or equipment which can be removed without material damage to the Premises, Tenant shall repair, at Tenant's expense, any damage to the Premises caused by the removal of any such machinery or equipment REMOVAL OF FIXTURES 14. Tenant may (if not in default hereunder) prior to the expiration of this Lease, or any extension or renewal thereof, remove all fixtures and equipment which it has placed in the Premises, provided Tenant repairs all damage to the Premises caused by such removal. DESTRUCTION OF OR DAMAGE TO PREMISES I5. If the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction and rental shat] be accounted for as between Landlord and Tenant as of that date, If the premises are damaged but not wholly destroyed by any such casualties, rental shall abate in such proportion as effective use of the Premises has been affected and Landlord shall restore Premises to substantially the same condition as before damage as speedily as is practicable, whereupon full rental shall recommence.. GOVERNMENTAL ORDERS 16 Tenant agrees, at its own expense, to comply promptly with all requirements of any legally constituted public authority made necessary by reason of Tenant's occupancy of the Premises. Landlord agrees to comply promptly with any such requirements if not made necessary by reason of Tenant's occupancy. It is mutually agreed, however, between Landlord and Tenant, that if in order to comply with such requirements, the cost to Landlord or Tenant, as the case may be, shall exceed a sum equal to one year's rent, then Landlord or Tenant, whichever is obligated to comply with such requirements, may terminate this Lease by giving written notice of termination to the other party by registered mail, which termination shall become effective sixty (60) days after receipt of such notice and which notice shall eliminate the necessity of compliance with such requirements by giving such notice unless the pang giving such notice of termination shalt, before termination becomes effective, pay to the party giving notice all cost of compliance in excess of one year's rent, or secure payment of said sum in manner satisfactory to the parry giving notice. CONDEMNATION 17 If [he whole of the Premises, or such portion thereof as will make the Premises unusable for the purposes herein leased, is condemned by any legally constituted authority for any public use or purpose, then in either of said events the term hereby granted shall cease from the date when possession thereof is taken by public authorities, and rental shall be accounted for as between Landlord and Tenant as of said date. Such termination, however, shall be without prejudice to the rights of either Landlord or Tenant to recover compensation and damage caused by condemnation from the condemnor. It is further understood and agreed that Tenant shall not have any rights in any award made to Landlord by any condemnation authority. Page 4 of 8 STANDARD FORM 590-T © 7/2002 Tenant Initials Landlord Initials m:i~woNcaagFo!'7nu/ator'rmmsoawam eoo~aae-ton ASSIGNMENT AND SUBLETTING 18. Tenant shall not, without the prior written consent of Landlord, which shalt not be unreasonably withheld, assign this Lease or any interest hereunder, or sublet the Premises or any par[ thereof, or permit the use of the Premises by any pmYy other than the Tenant. Consent to any assignment or sublease shall not impair this provision and all later assignments or subleases shall be made likewise only on the prior written consent of Landlord. The Assignee of Tenant, at option of Landlord, shall become directly liable to Landlord for all obligations of Tenant hereunder, but no sublease or assignment by Tenant shall relieve Tenant of any liability hereunder. EVENTS OF DEFAULT 19 The happening of any one or more of the following events (hereinafter any one of which may be referred to as an "Even[ of Default") during the term of this Lease, or any renewal or extension thereof, shalt constitute a breach of [his Lease on the part of the Tenant: (a) Tenant fails to pay the rental as provided for herein; (b) Tenant abandons or vacates the Premises; (c) Tenant fails to comply with or abide by and perform any other obligation imposed upon Tenant under this Lease; (d) Tenant is adjudicated bankrupt; (e) A permanent receiver is appointed for Tenant's property and such receiver is not removed within sixty (60) days after written notice from Landlord to Tenant to obtain such removal; (l) Tenant, either voluntarily or involuntarily, takes advantage of any debtor relief proceedings under any present or future law, whereby the rent or any part thereof is, or is proposed to be, reduced or payment thereof deferred; (g) Tenant makes an assignment for benefit of creditors; or (h) Tenant's effects are levied upon or attached under process against Tenant, which is not satisfied or dissolved within thirty (30) days after written notice from Landlord to Tenant to obtain satisfaction thereof. REMEDIES UPON DEFAULT 20. Upon the occurrence of Event of Default, Landlord may pursue any one or more of the following remedies separately or concurrently, without prejudice to any other remedy herein provided or provided by law: (a) if the Event of Default involves nonpayment of rental and Tenant fails to cure such default within five (5) days after receipt of written notice thereof from Landlord, or if [Ile Event of Default involves a default in performing any of the terms or provisions of this Lease other than the payment of rental and Tenant fails to cure such default within fifteen (I S) days after receipt of written notice of default from Landlord, Landlord may terminate this Lease by giving written notice to Tenant and upon such termination shall be entitled to recover from Tenant damages as may be permitted under applicable law; or (b) if the Event of Default involves any matter other than those set forth in item (a) of this paragraph, Landlord may terminate this Lease by giving written notice to Tenant and, upon such termination, shall be entitled to recover from the Tenant damages in an amount equal to all rental which is due and all rental which would otherwise have become due throughout the remaining term of this Lease, or any renewal or extension thereof (as if this Lease had not been terminated); or (c) upon any Event of Default, Landlord, as Tenant's agent, without terminating this Lease, may enter upon and rent the Premises, in whole or in part, at the best price obtainable by reasonable effort, without advertisement and by private negotiations and for any term Landlord deems proper, with Tenant being liable to Landlord for the deficiency, if any, between Tenant's rent hereunder and the price obtained by Landlord on retelling, provided however, that Landlord shall not be considered to be under any duty by reason of this provision to take any action to mitigate damages by reason of Tenants default. In the event Landlord hires an attorney to enforce its rights upon default, Tenant shall in addition be liable for reasonable attorney's fees and all costs of collection. EXTERIOR SIGNS 21 Tenant shall place no signs upon the outside walls or roof of'the Premises, except with the express written consent of the Landlord. Any and all signs placed on the Premises by Tenant shall be maintained in compliance with governmental rules and regulations governing such signs and Tenant shall be responsible to Landlord for any damage caused by installation, use or maintenance of said signs, and all damage incident to removal thereof. LANDLORD'S ENTRY OF PREMISES 22. Landlord may advertise the Premises "For Rent" or "For Sale" _ 180 _ days before the termination of this L,case. Landlord may enter the Premises at reasonable hours to exhibit same to prospective purchasers or tenants and to make repairs required of Landlord under the terms hereof or to make repairs [o Landlord's adjoining property, if any. EFFECT OF TERMINATION OF LEASE 2.3. No termination ofthis Lease prior to the normal ending thereof; by lapse of time or otherwise, shall affect Landlord's right to collect rent for the period prior to termination thereof. MORTGAGEE'S RIGIITS 24. Tenant's rights shat l be subject to any bona fide mortgage, deed of trust or other security interest which is now or may hereafter be placed upon the Premises by Landlord. Tenant shall, if requested by Landlord, execute a separate agreement reflecting such subordination, and shall be obligated to execute such documentation as may facilitate Landlord's sale or refinancing of the Premises, including, but not limited to, estoppel certificates, subordination or attornment agreements,. Page 5 of 8 STANDARD FORM 590-T © 7/2002 Tenant Initials Landlord Initials nss+wmpra~„dWFarmulaior rom,ssmwere soo-sas-ton QUIET ENJOYMENT 25. So long as Tenant observes and performs the covenants and agreements contained herein, it shall at all times during fire Lease term peacefully and quietly have and enjoy possession of the Premises, but always subject to the terms hereof Provided, however, that in the event Landlord shall sell or otherwise transfer its interest in the Premises, Tenant agrees to attorn to any new owner or interest holder and shall, if requested by Landlord, execute a separate agreement reflecting such attornment, provided that said agreement requires the new owner or interest holder to recognize its obligations and Tenant's rights hereunder. HOLDING OVER 26 If Tenant remains in possession of the Premises after expiration of the term hereof, with L~endlord's acquiescence and without any express agreement of the parties, Tenant shalt be a tenant at will at the rental rate which is in effect at end of this Lease and there shall be no renewal of this Lease by operation of law tf Tenant remains in possessian of the Premises after expiration of the term hereof without Landlord's acquiescence, Tenant shall be a tenant at sufferance and commencing on the date following the date of such expiration, the monthly rental payable under Paragraph 3 above shalt for each month, or fraction thereof during which Tenant so remains in possession of the premises, be twice the monthly rental otherwise payable under Paragraph 1 above, ATTORNEY'S FEES 27. in the event that any action or proceeding is brought to enforce any term, covenant or condition of this Lease on the part of Landlord or Tenant, the prevailing party in such litigation shall be entitled to recover reasonable attorney's fees and costs. RIGHTS CUMULATIVE 28. AtI rights, powers and privileges conferred hereunder upon parties hereto shall be cumulative and not restrictive of those given by law. WAIVER OF RIGHTS 29. No failure of Landlord to exercise any power given Landlord hereunder or to insist upon strict compliance by Tenant of its obligations hereunder and no custom or practice of the parties at variance with [he terms hereof shall constitute a waiver of Landlord's right to demand exact compliance with the terms hereof. ENVIRONMENTAL LAWS 30 (a) Tenant shall not bring onto the Premises nny Hazardous Materials (as defined below) without the prior written approval by Landlord Any approval must be preceded by submission to Landlord of appropriate Material Safety Data Sheets (MSD Sheets). In the event of approval by Landlord, Tenant covenants that it will (1) comply with all requirements of any constituted public authority and all federal, state, and local codes, statutes, rules and regulations, and laws, whether now in force or hereafter adopted relating to Tenant's use of the Premises, or relating to the storage, use, disposal, processing, distribution, shipping or sales of any hazadous, flammable, toxic, or dangerous materials, waste or substance, the presence of which is regulated by a federal, state, or local law, ruling, rule or regulation (hereafter collectively referred to as "Hazardous Materials"); (2) comply with any reasonable recommendations by the insurance carrier of either Landlord or Tenant relating to the use by Tenant on the Premises of such Hazardous Materials; (3) refrain from unlawfully disposing of or allowing the disposal of any Hazardous Materials upon, within, about or under the Premises; and (4) remove all Hazardous Materials from the Premises, either after their use by Tenant or upon the expiration or earlier termination of this lease, in compliance with all applicable laws. (b) Tenant shalt be responsible for obtaining all necessary permits in connection with its use, storage and disposal of Hazardous Materials, and shalt develop and maintain, and where necessary file with the appropriate authorities, all reports, receipts, manifests, filings, lists and invoices covering those Fazardous Materials and Tenant shall provtde L andlord with copies of al! such items upon request.. Tenant shall provide wrihm five (5) days after receipt thereof, copies of all notices, orders, claims or other correspondence from any federal, state or local government or agency alleging any violation of any environmental law or regulation by Tenant, or related in any manner to Hazardous Materials. In addition, Tenant shall provide Landlord with copies of all responses to such correspondence at the time of the response. (e) To the extent permitted by North Carolina law and the insurance policies owned by/covering the Tenant, {cj Tenant hereby indemnifies and holds harmless Landlord, its successors and assigns from and against any and all losses, liabilities, damages, injuries, penalties, fines, costs, expenses and claims of any and every kind whauoever (including attorney's fees and costs, expenses or claims asserted or azising under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, from time to time, and regulations promulgated thereunder, any so-called state or local "Superfund" or "Superlien" law, or any other federal, state or local statute, law or ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Materials) paid, incurred or suffered by, or asserted against, Landlord as a result of any claim, demand or judicial or administrative action by any person or entity (including governmental Page 6 of 8 STANDARD FORM 590-T p 7/2002 Tenant Initials Landlord Initials This lam puiuced by FOf7JlIl/Bt07°rana Shcwao 000-3761027 or private entities) for, with respect to, or as a direct or indirect result of, the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release from the Premises of'any Hazardous Materials caused by Tenant or Tenant's agents, employees, invitees or successors in interest. This indemnity shall also apply to any release of Hazardous Materials caused by a fire or other casualty to the premises if such Hazardous Materials were stored on the Premises by Tenant, its agents, employees, invitees or successors in interest. (d) If Tenant fails to comply with the Covenants to be performed hereunder with respect to Hazardous materials, or if an environmental protection lien is filed against the premises as a result of the actions of Tenant, its agents, employees or invitees, then the occurrence of any such events shall be considered a default hereunder. (e) Tenant will give Landlord prompt notice of any release ofHazardous Materials, reportable or non-reportable, to federal, state or local authorities, of any fire, or any damage occurring on or to the Premises. (f) Tenant will use and occupy the Premises and conduct its business in such a manner that the Premises are neat, clean and orderly at all times with all chemicals or Hazardous Materials marked for easy identification and stored according to all codes as outlined above. (g) The warranties and indemnities contained in this Paragraph shall survive the termination of this Lease TIME OF ESSENCE 31. Time is of the essence in this Lease. ABANDONMENT 32. Tenant shall not abandon [he Premises at any time during the Lease term, If Tenant shall abandon the premises or be dispossessed by process of law, any Personal Property belonging to Tenant and left on the Premises shall, at the option of Landlord, be deemed abandoned, and available to Landlord to use or sell to offset any rent due or any expenses incurred by removing same and restoring the Premises. DEFINITIONS 33. 'Landlord" as used in this Lease shalt include the undersigned, its heirs, representatives, assigns and successors in title to the Premises. "Agent" as used in this Lease shall mean the party designated as same in Paragraph .34, its heirs, representatives, assigns and successors. "Tenant" shall include the undersigned and its heirs, representatives, assigns and successors, and if this Lease shall be validly assigned or sublet, shat( include also Tenant's assignees or sublessees as to the Premises covered by such assignment or sublease. "Landlord", "Tenant", and "Agent" include male and female, singular and plural, corporation, partnership or individual, as may fit the particular paties NOTICES 34. All notices required or permitted under this Lease shall be in writing and shall be personally delivered or sent by U.S. certified mail, return receipt requested, postage prepaid. Notices tv Tenant shall be delivered or sent to the address shown at the beginning of this Lease, except that upon Tenant taking possession of the Premises, then the Premises shall 6e Tenant's address for such purposes. Notices to Landlord shall be delivered or sent to the address shown at the beginning of this Lease and notices to Agent, if any, shall be delivered or sent to the address set fbrth in Paragraph 3 hereof All notices shall be ejjective upon delivery. Any parry may chmrge its notice address upon curl/Ten notice ro the atGer parries, gfi~en as provided herein. ENTIRE AGREEMENT 35. This Lease contains the entire agreement of the parties hereto, and no representations, inducements, promises or agreements, oral or otherwise, between the parties, not embodied herein shall be of any force or effect. This Lease may not be modified except by a writing signed by all the parties hereto AUTHORIZED LEASE EXECUTION 3G. Each individual executing this Lease as director, officer, partner, member or agent of a corporation, limited liability company, or partnership represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of such corporation, hmtted liability company, or partnership- Page 7 of 8 STANDARD FORM 590-7 O 7/2002 Tenant Initials Landlord Initials This lam prodwud by FO1'it)W0'COf rartns SO~AVare eoas3aio27 l~ TRANSFER OF LANDLORD'S INTEREST 37. ]n the event of the sale, assignment or transfer by Landlord of its interest in the Premises or in this Lease (other than a collateral assignment to secure a debt of Landlord) to a successor in interest who expressly assumes [he obligations of Landlord under this Lease, Landlord shall thereupon be released and discharged trom all its covenants and obligations under this Lease, except those obligations that have accrued prior to such sale, assignment or transfer, and Tenant agrees to took solely to the successor in interest of Landlord for the performance of those covenants accruing alter such sale, assignment or transfer. Landlord's assignment of this Lease, or of any oral] of its rights in this Lease, shall not affect Tenant's obligations hereunder, and Tenant shall attorn and look to the assignee as Landlord, provided Tenant has First received written notice of the assignment of Landlord's interest. SPECLALSTIPULATIONS 38.. Any special stipulations are set forth in the attached Exhibit A insofar as said Special Stipulations conflict with any of the foregoing provisions, said Special Stipulations shall control. MEMORANDUM OF LEASE 39. Upon request by either Landlord or Tenant, the parties hereto shall execute a short form lease (Memorandum of Lease) in recordable form, setting forth such provisions hereof (other titan the amount of Base Monthly Ren[ and other sums due) as either party may wish to incorporate, The cost of recording such memorandum of lease shall be borne by the party requesting execution of same. THIS DOCUMENT IS A LEGAL DOCUMENT. EXECUTION OF THIS DOCUMENT HAS LEGAL CONSEQLJENCES THAT COULD BE ENFORCEABLE IN A COURT OF L.AW. THE NORTH CAROLINA ASSOCIATION OF REALTORS® MAKES NO REPRESENTATIONS CONCERNING THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSBQUENCES OF THIS DOCUMENT OR THE TRANSACTION TO WHICH 17 RELATES AND RECOMMENDS THAT YOU CONSULT YOUR ATTORNEY. IN WITNESS WHEREOF, the parties hereto have 6creunto set their hands and seals, the date and year first nbove written. LANDLORD: Individual (SEAL) (SEAL.) Ry: Business Entity _ __JCBH P(opertie~C_, (Name of Firrn) Jlm R, Gafes (SEAL) fide: _ -Member-Manager _ ._ TENANT: Individual Business Entity (SEAL.) _ _ -Goan _ of Oran _ ._. _ (Name of Firm) (SEAL.) By: (SEAL) Barry Jacobs Iitle: _ Chair arson Page 8 of 8 STANDARD FORM 590-T © 7/2002 msto<n,p<oa~coaWFormulaCai"ro~ssmn~~n 800.33&1017 '~~ s~ r+ ,. ~ h i if o~,-ts id ~ RR~'~4 s~bR~'~ EXHIBIT A .. , ,.. .. .. ` .. .. , . ..:- ^>- ,•: ~ ~,. k J .x~ • .• .. ` .. ~ - { ~ ]„ • ~ . . 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