Agenda 8-e - Lease Renewal Option - Department of Social Services - Hillsborough Commons Campus

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C! 7. Section 43. OPTION TO PURCHASE, of the Lease Agreement is hereby deleted in its entirety. Section 43. OPTION TO PURCHASE, of the Lease Agreement shall be replaced with the following: 43. OPTION TO PURCHASE Landlord does hereby grant to County the option (the "Option ") to purchase all or a portion of that certain parcel of real estate upon which the building containing the Leased Premises is located, and being all of Orange County PIN Number 9864 -80- 7829, and TMBL # 4.40.A.1A, less an approximately one acre parcel to be retained by Landlord, as more fully described by metes and bounds description on Exhibit A attached hereto and incorporated herein by this reference (the "Shopping Center ") upon the terms and provisions set forth herein. All references to Shopping Center in this Section 43 shall mean that portion exercised. 1. Option Period. The Option commences on the date of this Lease and continues until the termination of this Lease. Such period of time is hereinafter referred to as the "Option Period." If the Option is exercised on or before February 1, 2012 it is for the purpose herein the "First Option Period," and there after "Option Period." 2. Exercise of Option. At any time during the Option Period, County may exercise the Option to purchase the Shopping Center by giving written notice to Landlord in accordance with the terms of this Lease stating that County is exercising the Option by giving such notice. Such notice of exercise shall be effective on the date notice is deemed to be given under the terms of this Lease. 3. Failure to Exercise Option. If County fails to exercise the Option within the Option Period, this Agreement shall automatically terminate; the parties shall have no further obligations or liabilities to one another hereunder; and County shall have no right whatsoever to purchase the Shopping Center or any portion thereof or interest therein. Time is of the essence with respect to exercise of the Option and with respect to each and every term of this Lease regarding the Option and purchase and sale of the Shopping Center. 4. Purchase Price. During the First Option Period, the purchase price (the "Purchase Price ") for the Shopping Center shall be Fifteen Million Four Hundred Eighty -Nine Thousand and No /100 Dollars ($15,489,000.00) payable at Closing, less a credit calculated as follows: If, and only if, "Closing" (as defined below) occurs on or before the last day of the F i r s t Option Period (i.e., F ebruary 1, 2012), County shall receive a credit of Fifteen Thousand and no /100's Dollars ($15,000.00), multiplied by the number of monthly installments of rent paid by County to Landlord under the terms of the Lease during the Option Period, beginning on the Effective Date and ending on the date of Closing. Such credit shall be prorated for the month in which Closing occurs. If the Closing occurs after the First Option Period, County shall not be entitled to any such credit. If the County exercises the Option after the expiration of the First Option Period, the Purchase Price shall be as agreed between County and Landlord. If the parties cannot reach agreement on the Purchase Price, the Option shall not be considered exercised but the Counties right to again exercise the Option during the remaining term of this Lease shall remain. 5. Closing. If County exercises the Option, a n d t h e p a r t i e s a g r e e o n t h e P u r c h a s e P r i c e, County and Landlord shall close on the Shopping Center within thirty (30) days after the date County exercises the Option (the "Closing "), but no later than the end of the Term of the Lease, at the offices of County's counsel or closing agent in Orange County, North Carolina, or at such other place as the parties may agree upon in writing. At Closing, County shall pay to Landlord the Purchase Price less any adjustments as provided herein in the form of cash or wire transfer to one or more bank accounts designated by Landlord, and contemporaneously Landlord shall deliver to County (a) the Deed (as defined in Paragraph 7 of this Exhibit); (b) an affidavit for the benefit of County and its title insurer (the "Affidavit "), stating that (i) no right to a mechanic's or materialman's lien has accrued with respect to the Shopping Center as a result of any act by Landlord and (ii) there are no outstanding leases or agreements with regard to, or other parties in or entitled to possession of, the Shopping Center, except those leases (the "Shopping Center Leases ") listed on a current rent roll furnished by Landlord; (c) a Certificate of Non - Foreign Status as required by Section 1445 of the Internal Revenue Code; and (d) a settlement or closing statement. At Closing, Landlord and County shall execute an assignment and assumption agreement whereby Landlord will assign the Shopping Center Leases to County, and County shall agree to assume all obligations of Landlord under the Shopping Center Leases effective as of the date of Closing. LEASE MODIFICATION - HILLSBOROUGH COMMONS ORANGE COUNTY 2