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HomeMy WebLinkAboutAgenda 09-04-2025; 8-g - Lease Renewal for Senior Care of Orange County, Inc. (Soltys Place) 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: September 4, 2025 Action Agenda Item No. 8-g SUBJECT: Lease Renewal for Senior Care of Orange County, Inc. (Soltys Place) DEPARTMENT: Asset Management Services ATTACHMENT(S): INFORMATION CONTACT: 1. Proposed Renewal Lease for Soltys Connor Wilkins, Asset Management Place Services, Assistant Director, 919-245- 2. Resolution for Approval of the Lease 2689 Renewal Alan Dorman, Asset Management Servies Director, 919-245-2627 PURPOSE: To approve a resolution authorizing a five-year renewal of the lease agreement between Orange County and Senior Care of Orange County, Inc. for Soltys Place at the Central Orange Senior Center campus. BACKGROUND: Over twenty (20) years ago, Orange County led the formation of Senior Care of Orange County, Inc., a non-profit organization to offer adult day health services. It operates/does business as Soltys Place, named in honor of Florence Soltys and her many contributions in support of aging services, including the founding of Senior Care and serving as its first president. Soltys Place provides a crucial program for elders in the County who need services during the day in order to remain in their homes (and not be placed in an assisted living or skilled nursing facility). Soltys Place and its services are vital, particularly with the potential cuts in Medicaid and funding affecting assisted living and skilled nursing facilities. In 2013, the Board of Commissioners approved the initial lease agreement with Senior Care of Orange County, Inc., for the dedicated adult day health facility at 103 Meadowlands Drive, Hillsborough. The leased space includes approximately 3,550 square feet of conditioned space and a 750-square-foot secured patio. The lease was structured to reflect the nonprofit's provision of significant in-kind public services, with a nominal lease rate of $1.00 per five-year term. The original agreement included the option for a single five-year renewal. The proposed lease renewal does stipulate a new provision concerning the maintenance of the facility. The County will assume responsibility for all maintenance duties and repairs, while Soltys will pay the County $400 per month for these services. The lease includes provisions for Orange County to re-evaluate rental terms if the financial condition of the tenant materially changes or if the space no longer serves a public purpose. 2 The lease renewal also provides for no changes related to the payment of utilities. Orange County currently pays an estimated amount of $8,640 annually toward the utilities (electricity, gas, and water) of Soltys Place and recognizes that the services provided to Orange County by Soltys Place reflect an in-kind payment of $752 per month. FINANCIAL IMPACT: Senior Care of Orange County, Inc. continues to provide in-kind services that offset the market lease value, which ranges from approximately $39,000 to $46,000 annually. Also, with this renewal, the County will receive $400 a month from Senior Care of Orange County for maintenance purposes, totaling $4,800 per year for the term of the renewal. ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 2: HEALTH COMMUNITY OBJECTIVE 3. Provide social safety net programming and the resources needed for our most vulnerable community members RECOMMENDATION(S): The Manager recommends that the Board approve and authorize the Chair to sign the resolution authorizing the renewal of the lease agreement with Senior Care of Orange County, Inc., and to sign the attached lease renewal agreement. 3 Attachment 1 STATE OF NORTH CAROLINA COUNTY OF ORANGE LEASE THIS LEASE, made and entered into as of the 1St day of October, 2025, by and between Orange County, a political subdivision of the State of North Carolina, hereinafter referred to as "County," and Senior Care of Orange County, a North Carolina Nonprofit Corporation, hereinafter referred to as "Tenant," each of which may be referred to as "Party" or jointly as "Parties." WITNESSETH: THAT FOR and in consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto do hereby agree as follows: 1. Premises. County does hereby lease and let unto Tenant and Tenant does hereby accept as Tenant those certain premises designated as the Adult Day Health Center located at the Central Orange Senior Center 103 Meadowlands Drive, Hillsborough, NC 27278, comprising approximately 3,550 conditioned square feet and approximately 750 square feet of patio space (the "Leased Premises"). 2. Acceptance of Premises. The Tenant represents that the Leased Premises, the sidewalks and structures adjoining the same, any subsurface conditions thereof, and the present uses and non-uses thereof have been examined by the Tenant. The Tenant accepts the same in the condition in which they now are without representation or warranty, express or implied, in fact or by law, by the County, the nature, condition or usability thereof, or the uses to which the Leased Premises may be put. Provided, County shall be responsible for ensuring that the heating/air-conditioning system is in good operating condition: the exterior walls and roof, the liahtina system (excluding such additions as may be reauired for Tenant's particular business operation) and the parking area and sidewalks are in good repair on the date of commencement of the lease term. County represents and warrants to Tenant that it holds fee title to the Leased Premises. The County shall not be responsible for any latent defect or change of condition in such building, improvements and personality, and the rent hereunder shall in no case be withheld or diminished on account of any defect in such property, any change in the condition thereof, any damage occurring thereto or the existence with respect thereof of any violations of the laws or regulations of any governmental authority, except as hereinafter provided. In addition, Tenant acknowledges that the Leased Premises is a smoke free building and does not permit tobacco use inside of the building. 3. Term and Rental. (a) This lease shall commence on October 1, 2025, and shall continue for a term of five years ending on September 30, 2030, unless sooner terminated as herein provided. (b) Tenant and County agree that the fair market lease rate for the Leased Premises is $13.00 per square foot for the conditioned space for a total monthly lease value of $3846.00. Tenant and County agree and acknowledge that the Tenant provides valuable services to the residents of Orange County which services amount to an in-kind payment toward that monthly lease value equaling $3846.00 per month. 4 (c) The Tenant agrees to pay the County without demand at its office, or at such other place or places as County may from time to time designate in writing, the sum of $1.00 for the one year lease term on or before the fifteenth day of the lease term. Tenant acknowledges this rental rate is discounted in an effort to assist Tenant in providing a public benefit that being adult day care and services and that any renewal of this Lease shall be subject to an increased rental rate as determined by County. Tenant acknowledges that the Tenant's first priority for the Adult Day Health Center is to provide services to Orange County residents. (d) Upon mutual agreement this Lease may be renewed for one five-year term. The Parties acknowledge that any such renewal may involve renegotiation of the rental rate reflected in Paragraph 3(b) and utility payment reflected in Paragraph 13. Should either Party hereto determine it is in its best interest not to renew this Lease such Party shall notify the other Party in writing not less than nine (9) months prior to the expiration of the initial term of this Lease. 4. Holdover. If the Tenant shall remain in possession of the Leased Premises after the expiration of the original or renewal period as set out above, such possession shall be as a month-to-month tenant. During such holdover month-to-month tenancy Tenant shall pay rent at the fair market rental value. 5. Insurance. The County shall keep in force insurance to provide for property damage to the building for replacement cost purposes. Provided, however, Tenant shall be responsible for and pay to County any increase in County's insurance premium occasioned by the nature of the Tenant's business. The Tenant shall maintain fire and casualty insurance covering the Tenant's fixtures, equipment and other property located in the Leased Premises. Tenant shall keep the Leased Premises insured, at its sole cost and expense, against claims for personal injury or property damage under a policy of general public liability insurance, with limits of at least $1,000,000 for bodily injury and $100,000 for property damage. Such policies shall name the County as additional named insured under the policy. Tenant shall additionally insure the Leased Premises, at its sole cost and expense, against claims for personal injury or property damage under a food and/or beverage preparation and/or distribution or other relevant liability insurance policy with appropriate limits for bodily injury, sickness, or death. Such policy shall name the County as additional named insured under the policy. The Tenant shall provide the County certificates of such insurance at or prior to the commencement of the term of this lease, and thereafter within ten (10) days prior to the expiration of such policies. Such policies shall provide that the same may not be canceled without at least ten (10) days prior written notice to County. 6. Rental Adjustment. In addition to the base rental, the Tenant shall assume and pay any additional fire insurance premium, hazard insurance premium, or other extended coverage insurance premium required as a result of any particular operation or use of said premises over and above the insurance premium required to be paid by County in the absence of said operation or use. 7. a".. The Tenant will place and maintain in and about the Leased Premises at appropriately designated places, such neat and appropriate signs advertising the Tenant as Page 2 of 11 5 such. Any special Tenant sign will be at the sole cost of the tenant but in the same styling, provided, however, that County shall not unreasonably withhold approval of such signs as Tenant may desire. Upon the termination of this lease the Tenant shall remove all signs and repair any damage to the Leased Premises caused by the erection, maintenance or removal of such signs. 8. Repairs. The County is responsible for the total maintenance and repair of the leased premises. Such maintenance and repairs include the site and private access roads. All equipment and systems shall be maintained to provide reliable, energy efficient service without unusual interruption, disturbing noises, exposure to fire or safety hazards, uncomfortable drafts, excessive air velocities, or unusual emissions of dirt. The Lessor's maintenance responsibility includes supply and replacement of all supplies, materials, and equipment necessary for such maintenance. Maintenance, testing, and inspection of appropriate equipment and systems shall be done in accordance with current applicable codes, and inspection certificates shall be displayed as appropriate. The tenant will agree to pay the County $400 per month for these services. 9. Tenant's Warranty of Non-Disturbance. Tenant hereby expressly covenants and agrees that the Tenant shall be responsible for controlling the noise level emanating from the Tenant's use of the Leased Premises. Tenant shall be responsible for and pay for the installation of any special padding for other noise suppression devices that may be required for control of the level of sound emanating from the Leased Premises. 10. Tenant's Obliaation to Comply with Applicable Laws and Compliance with Reauirements of Insurance Policies. The Tenant shall throughout the term of this lease, at its sole expense, promptly comply with all laws and regulations of all federal, state and municipal governments and appropriate departments, commissions, boards and officers thereof, and the orders and regulations of the National Board of Fire Underwriters, or any other body now or hereafter exercising similar function, which may be applicable to the Leased Premises, the fixtures, and equipment therein, and the sidewalks and curbs adjoining the Leased Premises. The Tenant shall comply with the requirements of all policies of public liability, fire and all other types of insurance at any time in force with respect to the building and other improvements on the Leased Premises. 11. Utilities. County currently pays approximately $8,460 annually for utilities (electricity, gas, and water) and $564 for grounds care. Tenant and County agree and acknowledge that the Tenant provides valuable services to the residents of Orange County which services amount to an in-kind payment toward the costs of utilities and grounds care equaling $752.00 per month. 12. Condition of Premises. The Tenant shall, during the term of this lease and any renewal or extension hereof, at its sole expense, cause the Leased Premises to be kept clean and in a manner satisfactory to the County. 13. Surrender in Same Good Order and Condition. The Tenant shall vacate the Leased Premises in the good order and repair in which such property now is, ordinary wear and excepted, and shall remove all its property therefrom so that the County can repossess the Leased Premises no later than Noon on the day upon which this lease ends, whether upon notice or by holdover or otherwise. The County shall have the same rights to enforce this covenant by ejectment and for damages or otherwise as for the breach of any other condition or covenant of this lease. Tenant may at any time prior to or upon the termination of this lease or Page 3 of 11 6 any renewal or extension thereof remove from the leased property all materials, equipment, and property of every other sort or nature installed by the Tenant thereon, provided that such property is removed without substantial injury to the leased property. No injury shall be considered substantial if it is promptly corrected by restoration to the condition prior to the installation of such property, if so requested by the County. Any such property not removed shall become the property of the County. 14. Prohibition Against Unlawful or Extra-hazardous Use-Enforcement Against Subtenants. The Tenant may use and occupy the Leased Premises for adult day care and office uses and for no other purpose without the prior written consent of County. Tenant shall not use or occupy nor permit the Leased Premises or any part thereof to be used or occupied for any unlawful business, use or purpose, nor for any business, use , or purpose deemed extra-hazardous, nor for any purpose or in any manner which is in violation of any present or future governmental laws or regulations. The Tenant shall promptly after the discovery of any such unlawful or extra-hazardous use take all necessary steps, legal and equitable, to compel the discontinuance of such use and to oust and remove any subtenants, occupants, or other persons guilty of such unlawful or extra-hazardous use. The Tenant shall indemnify the County against all costs, expenses, liabilities, losses, damages, injunctions, suits, fines, penalties, claims and demands, including reasonable counsel fees, arising out of any violation of or default in these covenants. 15. County's Riaht to Cause Expiration or Termination upon Listed Defaults (a) The occurrence of any of the following shall constitute an event of default: 1. Delinquency in the punctual payment of any rent or additional rent payable under this lease when such rent shall become payable. Should such rent payment not be made when due then upon the expiration of five days after the due date, such rent payment shall be delinquent. 2. Delinquency by the Tenant in the performance of or compliance with any of the conditions contained in this lease other than those referred to in the foregoing subparagraph 1, for a period of 30 days after written notice thereof from the County to the Tenant. In the event, Tenant is incapable of curing the default within such thirty (30) day period, the County may in its discretion extend the time for as long as the County deems necessary to cure such default. Provided, however, the Tenant shall promptly and diligently commence action to cure such default and provide County with evidence of Tenant's intent to cure the default. Any additional period of time beyond thirty (30) days granted to Tenant to cure any default shall not be so extended as to jeopardize the interest of the County in this lease or so as to subject the County to any civil or criminal liabilities. 3. Filing by the Tenant in any court pursuant to any statute, either of the United States or any state, or a petition in bankruptcy or insolvency or for reorganization, or for the appointment of a receiver or trustee of all or a portion of the Tenant's property, or an assignment by the Tenant for the benefit of creditors. 4. Filing against the Tenant in any court pursuant to any statute, either of the United States or of any state, of a petition in bankruptcy or insolvency, or for reorganization, or for appointment of a receiver or trustee of all or a portion of the Tenant's property, if within 180 days after the commencement of any such proceeding against the Tenant such petition shall not have been dismissed. (b) Upon the expiration or termination of this lease, the Tenant shall peacefully surrender the Leased Premises to the County, and the County, upon or at any time after such Page 4 of 11 7 expiration or termination, County may, without further notice, reenter the Leased Premises and repossess it by force, summary proceedings, ejectment, or otherwise, and may dispossess the Tenant and remove the Tenant and all other persons and property from the Leased Premises and the right to receive all rental income therefrom. (c) At any time after such expiration, the County may re-let the Leased Premises or any part thereof, in the name of the County or otherwise, for such term (which may be greater or less than the period which would otherwise have constituted the balance of the term of this lease) and on such conditions (which may include concessions or free rent) as the County, in its uncontrolled discretion, may determine, and may collect and receive the rent thereof. (d) No such expiration or termination of this lease shall relieve the Tenant of its liability or obligations under this lease, and such liability and obligations shall survive any such expiration or termination. In the event of any such expiration or termination, whether or not the Leased Premises or any part any part thereof shall have been re-let, the Tenant shall pay to the County the rent and additional rent required to be paid by the Tenant up to the time of such expiration, and thereafter the Tenant, until the end of what would have been the term of this lease in the absence of such expiration, shall be liable to the County for, and shall pay to the County, as and for liquidated and agreed current damages for the Tenant's default: 1. The equivalent of the amount of the rent and additional rent which would be payable under this lease by the Tenant if this lease were still in effect, less 2. The greater of: (a) The fair rental value of the Leased Premises for the remaining term of the lease, after deducting all the County's reasonable expenses in connection with such re- letting, including, without limitation, all repossession costs, brokerage Commissions, legal expenses, reasonable attorney's fees, alteration costs, and expenses of preparation for such re- letting. (b) The net proceeds of any re-letting effected pursuant to the provisions of paragraph d. of this article, after deducting all the County's reasonable expenses in connection with such re-letting, including, without limitation, all repossession c o s t s , brokerage commissions, legal expenses, reasonable attorney's fees, alteration costs, and expenses of preparation for such re-letting. (e) The Tenant shall pay such current damages (herein called "deficiency") to the County monthly on the days on which the rent and additional rent would have been payable under this lease if this lease were still in effect, and the County shall be entitled to recover from the Tenant each monthly deficiency as such deficiency shall arise. At any time after any such expiration, whether or not the County shall have collected any monthly deficiency, the County shall be entitled to recover from the Tenant, and the Tenant shall pay to the County, on demand, as and for liquidated and agreed final damages for the Tenant's default, an amount equal to the difference between the rent and additional rent reserved hereunder for the expired portion of the lease of the Leased Premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the Leased Premises for the period for which such installment was payable shall be discontinued to the date of termination at the rate of four percent per annum. Page 5 of 11 8 (f) The terms "enter", "reenter", "entry", or "reentry" as used in this lease are not restricted to their technical meaning. 16. Lien on Tenant's Improvements and Personal Property. The County shall have first lien paramount to all others on every right and interest of the Tenant in and to this lease, and on any building or improvement on or hereafter placed on the Leased Premises, and on any furnishings, equipment, fixtures, or other personal property of any kind belonging to the Tenant, or the equity of the Tenant therein, on the Leased Premises. Such lien is granted for the purpose of covenanted to be paid by the Tenant, and for the purpose of securing the performance of all of the Tenant's obligations under this lease. Such liens shall be in addition to all rights of the County given under statutes of this state, which are now or shall hereinafter be in effect. The provisions of this paragraph shall not be applicable to liens existing at the commencement of this lease. Provided, that County may, at his option, agree to subordinate this lien to liens arising in connection with purchased of equipment or leasehold improvement financing by Tenant, which agreement County covenants not to unreasonably withhold. 17. County's Riaht to Receiver upon Tenant's Default. In addition to any other security for the performance of this lease, the Tenant hereby assigns to the County all of the rents and profits which might otherwise accrue to the Tenant from the use, enjoyment, and operation of the Leased Premises, such assignment to become effective, however, only after default by the Tenant in the performance of its obligations under this lease. If the County, upon default of the Tenant, elects to file a suit in equity to enforce the lease and protect the County's right hereunder, the County may upon notice to the Tenant, as ancillary to such suit, apply to any court having jurisdiction for the appointment of a receiver of the Leased Premises, the improvements and buildings located thereon, the personal property located therein, and thereupon the court may forthwith appoint a receiver with the usual powers and duties of receivers in like cases. Such appointment shall be made by such court as a matter of strict right to the County and without consideration of the adequacy of the value of the Tenant's interest in the lease, or of the value of the property, or the commission of waste thereon, or the deterioration thereof. Nothing herein shall prevent the enforcement of the County's lien for rent in any court or by proceeding authorized to the laws of this state, or the institution by the County of a separate proceeding in equity for the appointment of a receiver as an ancillary remedy to protect the rights and interest of the County. Any and all remedies or proceedings are considered cumulative and not exclusive. 18. Waiver of County's Riahts Only by Written Instrument. No failure by the County to insist upon the strict performance of any item or condition of this lease or to exercise any right or remedy available on a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach shall constitute a waiver of any breach or of any such term or condition. No term or condition of this lease required to be performed by the Tenant, and no breach thereof, shall be waived, altered or modified, except by a written instrument executed by the County. No waiver of any breach shall affect or alter any term or condition in this lease, and each such term or condition shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 19. Performance of Tenant's Obliaations-Unpaid Insurance Premiums (a) If the Tenant shall at any time fail to pay any amount in accordance with the provisions of this lease, or shall fail to take out, keep in force, or shall fail to perform any of its other obligations under this lease, then the County may after notice and opportunity to cure in accordance with the provisions of Paragraph 17(a)2, or without notice if any emergency exists, Page 6 of 11 9 and without releasing the Tenant from any obligation of the Tenant contained in this lease, may (but shall be under no obligation to) pay any amount payable by the Tenant hereunder, and perform any other act required to be performed by the Tenant hereunder. The County may enter upon the Leased Premises for such purposes and take any action necessary therefore. (b) All sums so paid by the County and all costs and expenses incurred by the County in connection with the performance of any such act, together with interest thereon at the rate of 6% per annum from the respective dates of each such payment and such costs and expenses, shall constitute additional rent payable by the Tenant under this lease and shall be paid by the Tenant to the County on demand. (c) Notwithstanding anything in this lease to the contrary, the County shall not be limited, in the proof any damages which the County may claim against the Tenant by reason of the Tenant's failure to provide and keep insurance in force, to the amount of the insurance premiums not paid or incurred by the Tenant. The County shall also be entitled to recover as damages for such breach the uninsured amount of any loss, together with damages, costs, and expenses of any suit offered or incurred by reason of damage to the Leased Premises occurring during any period when the Tenant shall have failed to provide and keep such insurance in force. 20. Performance of Tenant's Obligations-Taxes. If the Tenant shall default in the performance of any obligation under this lease, the County may, after notice and opportunity to cure in accordance with Paragraph 17(a)2 or without notice if any emergency exists, perform such obligation for the account and at the expense (including reasonable counsel fees) of the Tenant. The amount of any payment made or expense incurred by the County for such purpose, with interest thereon at the rate of 6% per annum, shall be deemed additional rent and forthwith shall be repaid by the Tenant to the County, or, at the County's election, may be added to any subsequent installment of rent due and payable under this lease. Nothing herein contained shall be deemed to waive any right of the County to sue for and recover by action at law any sums of which the County may have incurred under the provisions of this subparagraph. The provisions of this paragraph shall survive the termination of this lease. 21. Riaht of Entry. The County or its agent shall with twenty-four (24) hours notice have the right to enter the Leased Premises at reasonable times in order to examine it, to show it to prospective purchasers or lessees, or to make such decorations, repairs, alterations, improvements or additions as the County may deem necessary or desirable. The County shall be allowed to take all material into and upon the Leased Premises that may be required therefore without the same constituting an eviction of the Tenant in whole or in part. The rent reserved shall not abate while decorations, repairs, alterations, improvements, or additions are being made, whether by reason of loss or interruption of the business of the Tenant or otherwise. During the last month prior to the expiration of the term of this lease, the County may place upon the Leased Premises the usual notices "To Let" or "For Sale", which notices the Tenant shall permit to remain thereon without molestation. If during the last month of the term the Tenant shall have removed all or substantially all of the Tenant's property therefrom, the County may, with the Tenant's permission, immediately enter and later, renovate and redecorate the Leased Premises without elimination of abatement of rent and without liability to the Tenant for any compensation, and such acts shall have no effect upon this lease. If the Tenant or its employees shall not be personally present to permit entry at any time when an entry therein shall be immediately necessary, as herein provided, the County may enter the premises by such means as may be appropriate, including forcible entry, without rendering the County or such agents liable therefore (if during such entry the County or his agents shall Page 7 of 11 10 accord reasonable care to the Tenant's property), and without in any manner affecting the obligations and covenants of this lease. The County's right of reentry shall not be deemed to impose upon the County any obligation, responsibility or liability for the care, supervision or repair of the Leased Premises other than as herein provided. In the event that it becomes necessary for County to replace or repair any major component or any structural or other system in the leased premises, the County shall have full and unrestricted access to the building and the Leased Premises. The County reserves the right temporarily to interrupt, curtail, stop or suspend air-conditioning and heating service, and all other utility or other services, because of accident or emergency or for repairs, alterations, additions, or improvements, or because of the County's inability to obtain, or difficulty or delay in obtaining, labor or materials necessary therefore or compliance with governmental restrictions in connection therewith, or because of any other cause beyond the County's reasonable control, provided that, except in cases of emergency, the County will use its best efforts to limit such stoppage to after-business hours, will notify the Tenant in advance, if possible, of any such stoppage, and, if ascertainable, its estimated duration, and will proceed diligently with the work necessary to resume such service as promptly as possible and in a manner and at times as will not materially interfere with or impair the Tenant's use of the Leased Premises. No diminution or abatement of fixed rent or other compensation shall be claimed by the Tenant, nor shall this lease or any of the obligations of the Tenant hereunder be affected or reduced by reason of such interruption, stoppage, or curtailment, nor shall the same give rise to a claim in the Tenant's favor that such failure constitutes total or partial eviction from the Leased Premises, provided that if the Leased Premises shall be unreasonably unoccupiable for a continuous period of more than five business days by reason of any such stoppage, the fixed rent payable by the Tenant shall abate until the Tenant shall be again able to use the Leased Premises. 22. Destruction by Fire or Other Casualty. In the event the premises or any substantial portion thereof are destroyed by fire or other casualty during the term of this lease, it is understood and agreed that County shall have no obligation to rebuild, and, at the election of County or Tenant the lease may be terminated 23. Condemnation. If the whole of the Leased Premises, or such portion thereof as will make the Leased Premises unsuitable for the purposes herein leased, is condemned for any public use or purpose by any legally constituted authority, then in either of such events this lease shall cease from the time when possession is taken by such public authority and rental shall be accounted for between the County and the Tenant as of the date of the surrender of possession. Such termination shall be without prejudice to the rights of either the County or the Tenant to recover compensation from the condemning authority for any loss or damage caused by such condemnation. Neither the County nor the Tenant shall have any rights in or to any award made to the other by the condemning authority. 24. Assianment of Lease. The Tenant shall not assign, mortgage, or encumber this lease, nor sublet or permit the Leased Premises or any part thereof to be used by others, save and except direct clients of Tenant with whom Tenant has contractual agreements, without the prior written consent of the County in each instance. If this lease is assigned, or if the Leased Premises or any part thereof, is sublet, or occupied by anybody other than the Tenant except as stated above, the County may, after an event of default, as hereinabove defined, by the Tenant, collect rent for the assignee, subtenant, or occupant and apply the net amount collected to the rent herein reserved. No such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of this assignee, subtenant, or occupant as tenant, or a release of covenants in this lease. The consent by the County to an assignment or subletting shall not be construed to relieve the Tenant from obtaining the Page 8 of 11 11 consent in writing of the County to any further assignment or subletting. Provided, further, County shall not unreasonably withhold consent to assignment. 25. Assignment of Interest in Rents. The County shall have the right, without selling its fee interest in the leased property or assigning its interest in this lease, to assign from time to time the whole of the net rent at any time payable hereunder to persons, firms, corporations, trusts or other entities designated by the County in a written notice to the Tenant, and in any such case the Tenant shall pay the net rent, subject to the terms of this lease, to the County's designee at the address mentioned in any such notice for the period covered by such assignment. 26. Exoneration from Liability. The County shall not be liable for any personal injury to the Tenant or to its officers, agents and employees, or to any other occupant of any part of the Leased Premises, irrespective of how such injury or damage may be caused, whether from action of the elements or acts of negligence of the occupants of adjacent properties, or any other persons; provided that nothing contained herein shall relieve the County of the consequences of his own negligence. The Tenant agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Tenant's lease, use, sublease, or occupation of the facility and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Tenant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Tenant to indemnify the County to the fullest extent permitted under North Carolina law. 27. Reimbursement of Expenses. The Tenant shall pay and indemnify the County against all legal costs and charges, including counsel fees lawfully and reasonably incurred, in obtaining possession of the leased premises after default of the Tenant or after the Tenant's default in surrendering possession upon the expiration or earlier termination of the term of the lease or enforcing any covenant of the Tenant herein contained. The Tenant further covenants that in case the County shall be made party to any litigation commenced against the Tenant, due to act or omission on the part of the Tenant alone, then the Tenant shall pay all expenses, costs, and reasonable attorney's fees incurred by or imposed on the County in connection with such litigation, and such expenses, costs, and attorney's fees shall be additional rent due on the last day after services of notice of such payment or payments, together with interest at a rate of 9% per annum from the date of payment, and shall be collected as any other rent specifically reserved herein. Provided that this claim shall not be applicable where the County shall be made a party by reason of any independent liability of the County caused by some act or omission on the part of the County or resulting from any act or omission on the part of both Tenant and County. 28. Smoke Free Facility. Tenant acknowledges that County-owned buildings are smoke-free. Tenant shall ensure that employees, customers or invitees of the Tenant abide by the County's ordinances, which prohibit smoking. 29. Weapons Prohibited. Tenant acknowledges that a County ordinance has been approved by the Board of Commissioners that prohibits weapons in County facilities, except in limited situations Tenant will ensure that employees, customers or invitees of the Tenant abide by the County's ordinance that prohibits weapons in the facility. Page 9 of 11 12 32 Notice by Registered or Certified Mail. Any notice under this lease must be in writing and must be sent by registered or certified mail to the last address of the party to whom the notice is to be given, as designated by such party in writing. The County hereby designates its address as: County of Orange Attn: County Manager 300 W Tryon Street PO Box 8181 Hillsborough, NC 27278 The Tenant hereby designates its address as: Senior Care of Orange County Attn: Executive Director 103 Meadowlands Drive Hillsborough, NC 27278 33. Grammatical Usage. In construing this lease, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural in any place in which the context so requires. 34. Entire Agreement. This lease contains the entire agreement between the parties, and any executory agreement hereafter made shall be ineffective to change, modify, or discharge it in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought. IN TESTIMONY WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. [SIGNATURE PAGE TO FOLLOW] Page 10 of 11 13 COUNTY: ATTEST: BY: Jamezetta Bedford, Chair Laura Jensen, Clerk to the Board TENANT: WITNESS: Senior Care of Orange County STATE OF NORTH CAROLINA ORANGE COUNTY I, , a Notary Public for said County and State, do hereby certify that Laura Jensen personally appeared before me this date and acknowledged that she is the Clerk to the Board of Commissioners of Orange County, and that by authority duly given and as the act of Orange County, the foregoing instrument was signed in its name by Jamzetta Bedford, Chair, sealed with its official seal, and attested by herself as its Clerk. Witness my hand and official seal, this the_ day of , 2012 Notary Public My Commission expires: STATE OF NORTH CAROLINA COUNTY OF ORANGE I, , a Notary Public, do hereby certify that ,personally appeared before me this day and acknowledged the due execution of the foregoing Lease Agreement. WITNESS my hand and official seal this the day of , 2012. Notary Public My commission expires: Page 11 of 11 14 RES-2025-041 Attachment 2 ORANGE COUNTY BOARD OF COMMISSIONERS RESOLUTION LEASING PROPERTY UP TO TEN YEARS Whereas, Orange County owns the Adult Day Health Center located at the Jerry M. Passmore Senior Center, 103 Meadowlands Drive, Hillsborough, NC 27278, comprising approximately 3,550 conditioned square feet and approximately 750 square feet of patio space (the "Premises"); and Whereas, Senior Care of Orange County, Incorporated, a North Carolina Nonprofit Corporation, desires to lease the Premises; and Whereas, Senior Care of Orange County, Incorporated provides valuable services to the citizens and residents of Orange County valued at $3,846.00 per month and the lease and any renewal will reflect an in-kind payment; and Whereas, Senior Care of Orange County should maintain as the first priority for the Adult Day Health Center the provision of services to Orange County residents; and Whereas, North Carolina General Statute 160A-272 authorizes the lease of County- owned properties for terms of up to ten years upon resolution of the Board of Commissioners at a regular meeting after ten days' public notice; and Whereas, in consideration of the valuable services provided to the citizens and residents of Orange County by Senior Care of Orange County, Incorporated valued at $3,846.00 per month, the Board of Commissioners of Orange County desires to lease the Premises to Senior Care of Orange County, Incorporated, the required notice has been published and the Board of Commissioners is convened at a regular meeting; NOW THEREFORE BE IT RESOLVED, that Board of County Commissioners hereby approves the lease of the County property described above to Senior Care of Orange County, Incorporated for a term of five years commencing October 1, 2025, with a potential renewal term of five years, approves the signing of the lease, and directs the execution, registration, and filing of all necessary instruments accordingly. This the 4t" Day of September, 2025. Jamezetta Bedford, Chair Orange County Board of Commissioners