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

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5 As a condition precedent to the County's obligation in this Subsection 43(5), Landlord shall furnish certificates to County no less than fifteen days prior to the Closing from each Tenant under each Shopping Center Lease stating the following information: (i) that this Lease constitutes the entire agreement between Landlord and the tenant and is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications); (ii) the dates to which the Minimum Rent, and other charges there under have been paid, and the amount of any security deposited with Landlord; (iii) that the leased premises have been completed on or before the date of such letter and that all conditions precedent to this Lease taking effect have been carried out; (iv) that tenant has accepted possession, that the Lease Term has commenced, that tenant is occupying the leased premises, that tenant knows of no default under the Lease by Landlord and that there are no defaults or offsets which tenant has against enforcement of the Lease by Landlord; (v) the Rent Commencement Date of this Lease and the expiration date of this Lease; and (vi) that tenant's office is open for business, provided such facts are true and ascertainable. 6. Possession. Exclusive possession of the Shopping Center shall be delivered to County at Closing, subject to the Shopping Center Leases. 7. Deed. At Closing, Landlord shall deliver to County a special warranty deed (the "Deed ") conveying to County fee simple title to the Shopping Center, subject to (i) the lien for real estate taxes not yet due and payable; (il) all easements, covenants, conditions, restrictions and other matters as appear of record; (iii) the Shopping Center Leases; and (iv) the reserved easements described in Paragraph 17 below. 8. Closing Adjustments. Ad valorem taxes on the Shopping Center, if any, for the calendar year in which the closing occurs shall be paid by Landlord. The credit for pro -rated ad valorem taxes on the Property that would be due Seller if Buyer were not a North Carolina local government shall be added to the purchase price for the fee simple interest in the Property. Landlord shall pay any Orange County ad valorem taxes on personal property of Landlord for the entire year of the closing. Seller shall pay all ad valorem taxes on the Shopping Center for calendar years prior to the calendar year in which the closing occurs and all deferred taxes and any tax penalties including late listing penalties. All rents under the Shopping Center Leases and all utilities shall be prorated at Closing. Landlord shall pay the costs of preparing the Deed. Tenant shall pay all and any excise tax on the Deed and all costs and expenses incurred in connection with its examination of title to the Shopping Center, including all premiums charged by County's title insurance company. Each party shall pay its own legal, accounting, and other expenses incurred in connection with the Option or Closing hereunder. 9. Condemnation. If, after exercise of the Option and prior to Closing, any taking pursuant to the power of eminent domain is proposed or occurs, as to all or any portion of the Shopping Center, or a sale occurs in lieu thereof, County shall be entitled to elect either to (i) terminate its agreement to purchase the Shopping Center by giving Landlord notice of such termination within fifteen (15) days after County receives written notice of such occurrence, or (ii) proceed with Closing, in which event all proceeds, awards and other payments arising from any such taking or sale shall be paid to County, with no adjustment of the Purchase Price. 10..Default. If County fails to close on that date required in Paragraph 5 above after exercise of the Option, then Landlord shall be entitled to exercise any and all remedies available to it at law or in equity for breach of a contract to purchase real estate. In the event of default by Landlord, Buyer shall be entitled, as Buyer's sole and exclusive remedy, either to: (a) terminate its agreement to purchase the Shopping Center upon written notice to Landlord, or (b) demand and compel by an action for specific performance or similar legal proceedings, if necessary, the immediate conveyance of the Shopping Center by Landlord in compliance with the terms and conditions set forth on this Exhibit. 1 l.Costs of Liti ation. In the event of litigation between Tenant and Landlord arising out of the Option, each party shall pay its own costs and attorneys' fees. 12. Agents and Brokers. Each party hereunder represents and warrants that it did not consult or deal with any broker or agent, real estate or otherwise, with regard to the purchase and sale of the Shopping Center, and each party hereto agrees to indemnify and hold harmless the other party from all liability, expense, loss, cost or damage, including reasonable attorneys' fees, that may arise by reason of any clalm, demand or suit of any agent or broker arising out of facts constituting a breach of the foregoing representations and warranties. 13. Entire Agreement, Modification. This Exhibit contains the entire agreement between the parties hereto relating to the Option and the purchase and sale of the LEASE MODIFICATION - HILLSBOROUGH COMMONS ORANGECOUNTY 3 0