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<br />PARKING DECK LEASE AND
<br />RIGHT OF FIRST OFFER AND RIGHT OF FIRST REFUSAL
<br />G ~b
<br />THIS PARKING DECK LEASE AND RIGHT OF FIRST OFFER AND RIGHT OF
<br />FIRST REFUSAL ("Lease") is made and entered- into effective as of February 25, 2009 by and between
<br />ENO RIVER PARKING DECK, LLC, a North Carolina limited liability company, 1000 Corporate
<br />Drive, Suite 109, Hillsborough, NC 27278 ("Lessor"), and ORANGE COUNTY, NORTH
<br />CAROLINA, a body politic and corporate and a political subdivision of the State of North Carolina, P.O.
<br />Box 8181, Hillsborough, NC 27278 ("Lessee").
<br />WITNESSETH:
<br />WHEREAS, Lessor owns and operates a private parking deck located on the north side of N&K
<br />Street and west of South Churton Street in Hillsborough, Orange County, North Carolina, containing four
<br />hundred nine (409) parking spaces (the "Parking Deck"); and
<br />WHEREAS, Lessee leases, owns and/or has contracted to purchase certain public use facilities
<br />adjoining or in close proximity to the Parking Deck, each of which requires parking for Lessee's
<br />employees, customers, guests and invitees; and
<br />WHEREAS, Lessor has agreed to lease to Lessee, and Lessee has agreed to lease from Lessor,
<br />certain parking spaces in the Parking Deck subject to and in accordance with the terms, covenants and
<br />conditions set forth in this Lease; and
<br />WHEREAS, Lessor has agreed to convey to Lessee, and Lessee has agreed to accept from
<br />Lessor, a right of first offer and right of first refusal to purchase the Parking Deck and the Property on
<br />which the Parking Deck is located, which Property is described particularly on the attached EXHIBIT A
<br />which is incorporated herein by this reference.
<br />NOW, THEREFORE, for and in consideration of the premises, the mutual covenants set forth
<br />below and other good and valuable consideration, the receipt and sufficiency of which are hereby
<br />acknowledged, the parties hereto covenant and agree as follows:
<br />Section 1 Lease. Subject to the terms, covenants and conditions set forth in this Lease, Lessor
<br />hereby leases unto Lessee for the benefit of Lessee and Lessee's employees, customer, guests and
<br />invitees, and Lessee hereby leases from Lessor, two hundred (200) designated parking spaces in the
<br />Parking Deck as identified on the attached EXHIBIT B which is incorporated herein by this reference
<br />(the "Parking Spaces"); provided, however, that the number of Parking Spaces may be increased or
<br />decreased from time to time during the Term as provided in this Lease.. Notwithstanding the foregoing,
<br />(a) Lessor reserves the right, with the prior written consent of Lessee, to relocate some or all of the
<br />Parking Spaces to other locations in the Parking Deck from time to time during the Term; and (b) Lessee
<br />and Lessor-agree to cooperate in a reasonable manner to effect the temporary release of some or all of the
<br />Parking Spaces to Lessor from time to time, at a cost to Lessor or a reduction in Annual Rent and Shared
<br />Operating-Costs as agreed by Lessee and Lessor in writing and in advance, when the use of such Parking
<br />Spaces is not required by Lessee.
<br />Section 2 Term. The initial term of this Lease shall commence (a) on February 25, 2009 with
<br />respect to one hundred twenty (120) Parking Spaces located on the third and fourth levels of the Parking
<br />Deck as identified on the attached EXHIBIT B, and (b) on the date of the closing ("Closing") of the sale
<br />by Telesis Construction Management, LLC to Lessee, and the purchase by Lessee from Telesis
<br />Construction Management, LLC, of the Public Library and Office Building presently under construction
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