SW4230801_Lease Agreement_20231110

STATE OF NORTH CAROLINA
LEASE AGREEMENT
COUNTY OF ALAMANCE r� ard,
THIS LEASE AGREEMENT is made as of theR4 fay of (the "Effective
Date") by and between MARTIN MARIE,TTA MATERIALS, INC., a North Carolina corporation
("Landlord"); and BOARD OF TRUSTEES OF ALAMANCE COMMUNITY COLLEGE, a body
politic under the laws of the State of North Carolina("Tenant").
WITNESSETH:
The parties hereto agree for themselves,their successors and assigns,as follows:
1. Basic Lease Provisions. The following terms,whenever used in this Lease with the first
letter of each word capitalized, shall have only the meanings set forth in this .Section 1, unless such
meanings are expressly modified,limited or expanded elsewhere in this Lease:
(a) Leased Parcel. A parcel of land owned by Landlord in Alamance County,North
Carolina, located near the southwest corner of N.C.Highway 49 (Yanceyville Road)and Sandy
Cross Road,and containing approximately 57.5 acres. The approximate boundaries of the Leased
Parcel are shown outlined in "RED" on the boundary sketch attached hereto as Exhibit A(the
"Boundary Sketch Plan"). As of the Effective Date, the Leased Parcel is comprised of all of
Tax Parcel 171763 and a portion of Tax Parcel 154911. The Leased Parcel shall include all
improvements currently located thereon,but the Leased Parcel expressly excludes any subsurface
oil,gas,limestone,granite or other mineral rights appurtenant to the Leased Parcel;(collectively,
"Mineral Rights") provided; however, Landlord agrees that it shall not have the right to (a)
undermine the lateral and subjacent support of the surface of the Leased Parcel or any
improvements located thereon,or(b)place or maintain any structures,improvements,equipment,
or pipelines on the surface of the Leased Parcel.
Within ninety(90)days after the Effective Date,Landlord shall deliver,at Tenant's sole
cost and expense, an ALTA survey (the "Survey") of the Leased Parcel from WithersRavenel
(the "Surveyor")for review and approval by Tenant,which approval shall not be unreasonably
withheld if consistent with the Boundary Sketch Plan and this Lease. If Landlord and Tenant are
unable to agree on the Survey despite good faith efforts within thirty(30)days after delivered to
Tenant,either party shall have the right to terminate this Lease by providing written notice to the
other party. Within twenty(20)days after Landlord delivers the invoice for the Survey detailing
such costs, Tenant shall reimburse Landlord for the cost of the Survey, which obligation shall
survive the termination of this Lease(even if for inability to agree on the Survey).
After agreement on the Survey, Landlord shall engage the Surveyor to prepare a
subdivision plat required to establish the Leased Parcel as a separate legal parcel (the
"Subdivision Plat")and deliver the same to Tenant for review and approval,which approval shall
not be unreasonably withheld if consistent with the Survey. Upon approval of the Subdivision
Plat,Landlord shall promptly record the same. If Landlord and Tenant are unable to agree on the
Subdivision Plat despite good faith efforts within thirty(30)days after delivered to Tenant,either
party shall have the right to terminate this Lease by providing written notice to the other party.
Within twenty(20)days after Landlord delivers documentation evidencing all costs related to the
Subdivision Plat(including costs of preparation,approval and recording),Tenant shall reimburse
Landlord for the cost of the Subdivision Plat in an amount not to exceed Five and No/100 Dollars
($5,000.00),which obligation shall survive the termination of this Lease(even if for inability to
agree on the Subdivision Plat). Upon the recordation of the Subdivision Plat,the Leased Parcel
shall automatically be deemed to be the parcel created by the Subdivision Plat, but upon request
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conflict between the Basic Lease Provisions and the balance of this Lease,including any exhibits,riders,
addenda, or amendments,then the balance of this Lease shall control
2: Lease of Leased Parcel. Landlord hereby leases to Tenant,and Tenant hereby accepts
and rents from Landlord at the rent,and upon the terms and conditions set folih ill this Lease,the Leased R
Parcel described in Section 1(a). The Leased Parcel is leased by Landlord to Tenant subject to the
Permitted Encumbrances.
3. Term. Unless earlier ter7ninated pursuant to this Lease,the Lease Tel-in shall begin on
the Effective Date and end at midnight on the last day of the Fiftieth(5091)full Lease Year.
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4. Rent. Tenant shall pay to Landlord the following amounts for the use and occupancy of
the Leased Parcel and appurtenances thereto:
(a) Base Renit. Commencing upon the Rent Commencement Date, and continuing
for the balance of the Lease Tenn,Tenant shall pay the Base Rent specified in Section I(f). Base q
Rent shall be payable ill the manlier provided in Section 1(f)without setoff,demand or deduction.
Base Rent due for any portion of a calendar month shall be computed on a daily basis. 9
(b) Taxes and Asses nient Ex ease. Commencing on theApproval Date,and for the
balance of the Lease Term,Tenant agrees to pay the following expenses:
(i) All taxes and assessments of every kind or nature which are now or may
hereafter be imposed or assessed upon the Leased Parcel,any improvements thereon,and
any personalty placed therein. If the Leased Paiwl is separately assessed fortax purposes,
Landlord shall either forward all tax bills for the Leased Parcel to Tenant or cause the
taxing authority to mail the bills directly to Tenant. Tenant shall pay all separate tax bills
pertaining to the Leased Parcel prior to delinquency,and furnnish Landlord with evidence
of payment. If the Leased Parcel is not separately assessed for tax purposes, Landlord
shall pay all tax bills for the larger tax parcel(s) containing the Leased Parcel prior to
delinquency,and Tenant shall reimburse Landlord for its pro rata shape of those tax bills
within thirty(30) days after delivery of ail invoice from Landlord, calculating Tenant's
share of the tax bills,which shall be based on tine relative assessed values of the land and
improvements comprising the Leased Parcel,and the land and improvements comprising
the larger tax parcel.
(ii) All taxes or excises on vent or any other tax, levy, or charge, however
described, levied against Landlord by the federal government,the state where the Leased
Parcel is located(the"State"),or any political subdivision of the State on account of rent
or other charges payable to Landlord under this Lease; provided, however, that the s�
provisions of this subparagraph(ii) shall not be deemed to include any income, estate,
franchise or similar taxes levied against Landlord.
(c) Other Charges. In addition to all other rent required to be paid pursuant to the
terms of this Section 4,Tenant shall pay, as additional rent, all other charges required to be paid
pursuant to other provisions of this Lease,whether or not designated as"rent." If the due date of
any such payment is not specified in this Lease,tine payment shall be due within thirty(30)days
after written notice from Landlord to Tenant is given pursuant to Section 18 of this Lease.
(d) nterest and Lae Char es. IfTenaut fails to pay,when due and payable,any Base
Rent,additional rent,or other amounts or charges of any bind or character provided in this Lease,
such ruipaid amounts shall bear interest at the rate of eight percent(9%)per annuls from the date
due until the date paid. In addition, if Tenant fails to pay any monthly installment of Base Rent
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Exhibit B (tlte"Site Plata") and the plans and specifications approved by Landlord pursuant to
Paragraph S(e)below(the"Approved Site Worl(Plans"). Tenant shall not develop the Leased
Parcel in a manner inconsistent with the Site Plan or the Approved Site Work Plans without
Landlord's prior written approval of such changes. If Tenant fails to commence the Site Work
within eighteen(18)months after the Approval Date,Landlord shall [rave the right to terminate
this Lease by delivery of written notice to Tenant after such eighteen(18)month period and prior
to the date that Tenant commences the Site Work. If Tenant fails to complete the Site Work in
accordance with the Approved Site Work Plans within three (3)years after the Approval Date,
Landlord shall Irate the right to terminate this Lease by delivery of written notice to Tenant after
such three (3) year period and prior to Tenant's failure to substantially complete the Site Work
consistent with the Site Plan.
(d) Tenaut's Buildin . After the Approval Date and approval of plans and
specifications by Landlord pursuant to Section 5(e)below,Tenant shall have the right to develop
upon the Lensed Parcel one or mote buildings (collectively, the "Building") and related
improvements (the Building and all other improvements located oil the Leased Pat-eel are
sometimes hereinafter referred to collectively as the"Improvements")as are desired by Tenant
and pursuant to plans and specifications approved by Landlord pursuant to Paragilph S(e)below
(the"Approved Improvements Plans"). All of Tenant's construction work on the Building shall
be peiforined in a good and workmanlike manner, and in compliance with all required building
permits, laws and ordinances. If Tenant fails to coinmenoe construction of the plymaly approved
Building applicable to the Project as depicted on the Site Plan(tire"Primary Building")within
two(2)years after the Approval late, Landlord shall have the right to terminate this Lease by q
delivery ofwritten notice to Tenant after such two(2)year period and prior to the date that Tenant
cornttrences construction of the Primary Building. If Tenant fails to complete constri etion of i
obtain a certificate of occupancy for, the Primary Building in accordance with the Approved E
improvement Plans within four(4)years after the Approval Date,Landlord shall have the right to
terminate this Lease by delivery of written notice to Tenant after such four(4)year period and
prior to the date that Tenant completes the Improvements.
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(e) Pans and S ec'fic ins. All ofTenwit's Site Work,the Improvements and any
other construction work occurring oil the Leased Parcel dur-ingthe Lease Term shall be perfortned
in a good and workmanlike manner, in compliance with all required building permits,laws and
ordinances, in compliance with the Permitted Encumbrances,and in compliance with plans and
specifications approved by Landlord, which approval shall not be unreasonably withheld. Any
plaids submitted to Landlord by Tenant shall be deemed approved by Landlord unless Landlord
notifies Tenant in writing,within ten(10)business days after receipt,of the specific reasons for
disapproval based on a reasonable,good cause basis,including safety issue(s).
(f) Tenant agrees that it shall install a fence(chain link design,at least eight feet(8')
tall with barbed wire oil top)on the perimeter of the Leased Parcel contiguous with the Adjacent
Lands(as defined below)as shown on the Site Plan(the"Feitoe")within site(6)months after the
Approval Date,and Tenant acknowledges and agrees that Landlord sliall be pennitted to attach
customary"Keep{jut/Danger„signage to such fence at Landlord's cost and expense at reasonable
intervals. If tIte Search and Rescue Lease(as defined below) is terminated prior to this Lease,
Tenant agrees that it shall extend the Fence to run along the perimeter of the Leased Parcel
contiguous with the lands formerly leased by Tenant pursuant to the Search and Rescue Lease
within thirty(30)days after the termination of the Search and Rescue Lease.
6. Use of the Leased Parcel.
(a) Permitted Use. The Leased Parcel may be used and occupied by Tenant solely
for a Public Safety Training Facility (Brelpolicelernergency responders) that will include only
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contained in firearm ammunition; (ii)it is toxic, reactive, carrosive, ignitable, infectious or
otherwise hazardous; or (iii)it is or contains, without limiting the foregoing, petroleum
hydrocarbons. As used in this Lease,the term."Euvir•ournental Law"means any federal,state
or local law, statute, ordinance, rule, regulation, pernnit, directive, license, approval, guidance,
interpretation,order,or other legal requirement relating to the protection of safety,]nunasn health
or the environment. To the greatest extent permitted by applicable law,Tenant shall indemnify, {
defend and hold Landlord harmless from and against any liability, cost, damage OF expense
incurred or sustained by Landlord (including, without limitation, reasonable attorneys'fees and
expenses, court costs and costs incurred in the investigation,settlennent and defense of claims)as
a result of or in colurection with any violation of the preceding prohibition. It is specifically
understood and agreed to by Tenant that the indemnity contained in this paragraph shall survive
the expiration or earlier termination of the Lease Term.
(d) Acknowled ement of ar erations. Tenant acknowledges that Landlord
currently operates one or snore quarries oil parcels owned by Landlord adjacent to,or nearby,the
Leased Parcel (the "Adjacent Lands") and that Landlord, and its successors-iu-interest, will
continue to operate such quarry and may expand their operations at the quarry or commence
operations ofnew quarries on or beyond the Adjacent Lands following the Effective Date. Tenant
also acknowledges that Landlord leases or may in the fixture lease a portion of the Adjacent Lands
to others for use in related industries that use products of the quarry, such as the production of
ready-mix concrete and asphalt. Tenant acknowledges that the quarry operations and any such
related industries may subject Tenant,the Leased Parcel,and any premises that Tenant owns or
leases adjacent to the Leased Parcel, to noise, dust, truck traffic, blasting,vibrations and other
inconveniences and agrees that such-activities will not be considered a breach of this Lease by
Landlord. As an inducement to Landlord's execution and delivery of this Lease, Tenant
covenants,on behalf of itself and its successors-in-interest,that it shall not initiate any proceeding
or take any action, or participate in any proceeding or action, to limit, prohibit, or restrict
Landlord's, and its successors'-in-interest, operation of any quarry or their lessees' operation of
related industries located at any quarry on any ground whatsoever, including,but not limited to,
nuisance or trespass,or violation ofthis Lease, Byxneans of illustration,and not limitation,Tenant
shall not initiate or participate in any proceeding or action to limit or restrict the hours of Operation
of any quarry,to prohibit expansion of any quarry or to oppose or otherwise object to the issuance
or continuance of any permits or approvals from governmental authorities necessary for the
development,operation,and expansion of any of Landlord's quarries,or to claim that Landlord's
quarries and quarry-related activities are a breach of this Lease. Tenant,on behalf of itself and its 9
successors-in4nterest, does hereby waive, release, forever discharge and covenant not to sue
Landlord, its successors-in-interest, their lessees' and their respective shareholders, officers,
directors,and employees fi'om any and all claims,demands,injuries,actions,and causes of action
at law or in equity, past, present, or future, for any damages, personal injuries,Leased Parcel
dannage, diminution in Leased Parcel value, emotional distress, loss of peace of mind and
happiness, discomfort, inconvenience, annoyance, disruption, nuisance, trespass, property
damage,or any such claims or injuries arising from,or related to Landlord's,or its successors'411- 3
interest,operation of any quarry or their lessees'operation of any related industry at any quarry,
except for personal injury or physical damage occurring at or oil the Leased Parcel caused by
(i)any flyrock produced from blasting at the quarry on the Adjacent Lands or(ii)physical entry
by person or equipment into the Leased Parcel 6•orn the Adjacent Lands without the permission `
of Tenant or as otherwise authorized in this Lease or(iii)acts of gross negligence by Landlord.
For purposes of this Section b(d),the term"proceedings"means any action, suit,or proceeding,
whether civil,criminal,administrative,or investigative,and whether formal or informal.
7. Mainterrarrce arxd Altex-atiens. Tenant will keep and maintain at no expense to Landlord,
all Improver-rents (including, without limitation,the Fence) located on the Leased Parcel in good order
and repair during the full Lease Term. Notwithstanding the foregoing, Tenant shall not be required to
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(i) Coinmercial general liability insurance (current ISO Form or its
equivalent) covering bodily injury, death and property damage in the amount of at least
Five Million and 00/100 Dollars ($5,000,000) per occurrence, with all aggregate per l
location limit of at least Ten Million and 001100 Dollars($10,000,000). Tenant's liability
insurance obligations may be satisfied through any combination of primary,excess and
umbrella liability coverage. If any activity or matter included within the Permitted Use is
or may be excluded from coverage under a commercial general liability policy(current
ISO)Norm or its equivalent),Tenant shall obtaiii such endorsements to the commercial
general liability policy or otherwise obtain insurance to insure all liability arising from
such activity or matter in amounts commensurate with the coverages required in this
paragraph above for the commercial general liability policy. Specifically,Tenant agrees
to canny separate insurance policies providing for firealn1s covexage covering bodily
injury, death and property damage in the: amount of at least Five Million and 001100
Dollars($5,000,000)per-occurrence,with an aggregate per location limit of at least Ten
Million and 00/100 Dollars($10,000,000).
(il) Business Automobile liability insurance for all owned(Symbol 1),non-
owned(Symbol 9),hired,rented and/or borrowed(Symbol 8)vehicles used by Tenant,its
employees or agents(such policy sliall include a combined single limit of liability of at
least$1,000,000.00 per claim for bodily injury and property damage and will provide that
employees are insureds);
} (iii) Employer's liability insurance with minimum limits of at least `
_ $500,000/$500,000/$500,000, and worker's compensation insurance as required by the
applicable laws of the State.
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(iv) During any period in which Tenant is engaged in any construction or
alterations that requires the issuance of a building permit and the estimated cost of which
exceeds the sum of One Hundred Thousand andNo/100 Doll ars($100,000.00),completed
value builder's risk insurance carried by either Tenant or its contractor. Such builder's
risk insurance policy shall name Landlord and Landlord's Lender as loss payee and/or
additional insured,as their interests may appear.
Each insurance policy required by this Section 10(b)shall nacre Landlord as an additional
insured, and shall contain an endorsement requiring thirty (30) days' written notice from the
insurance company to Landlord prior to the cancellation of the policy(except that only fifteen(15)
days'written notice for canceIlatiorn is required due to non-payment),03•any change in coverage,
scope or amount of the policy. Prior to commencement of Tenant's work on the Leased Parcel,
and thereafter not less than thirty(30)days prior to the expiration of any such policy,Tenant shall
deliver to Landlord copies of such policies or certificates evidencing the same, together with
satisfactory evidence of proof of payment of premiums. Landlord shall have the right,by delivery
of notice to Tenant from time to time during t11e term of this Lease, to increase the minimuin
liability insurance coverages required in this Section l0(b)to amounts then required by prudent
landlords of similar properties for the Permitted Use, provided such increases are commercially '
reasonable.
(c) Blanket Policies. The insurance required by this Section 10 may be included in
policies of insurance covering multiple locations,provided that:(i)in all other respects,each such }
policy shall comply with the requirements of this Section 10; (ii)the policy shall specify, or
Tenant shall furnish Landlord with a written certificate from insurer specifying,(A)the rnaximuin
amount of the total insurance afforded by the blanket policy to the Leased Parcel, and(B)any
sublimits in the blanket policy applicable to the Leased Parcel,which amounts shall not be less
than the amounts required by this Section 10; and(iii)the protection afforded the insured party
12791783v15 I1161.01087 9
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twenty-five percent(25%)of the replacement cost thereof,then Tenant may terminate this Lease
by delivery of written notice oftermination to Landlord within ninety(90)days after the casualty.
Upon such termination,Tenant shall surrender the Leased Parcel to Landlord, and neither Marty
shall have any further obligations or liabilities under this Lease. Upoll the termination of this
Lease in accordance with the provisions of this Section 11(d), all insurance proceeds shall be
applied:first to the cost of razing the da rnaged Improvements,removing all debris and landscaping
the affected area,and second the remaining balance of any such proceeds shall belongto and shall
be payable to Tenant,and Landlord shall have no right or claim with respect to those proceeds.
(e) Use of Proceeds. Except as expressly provided in Section 11(d), all insurance
proceeds payable with respect to the Leased Parcel shall belong to and be the exclusive property
of Tenant. Any insurance recovery shall be applied as follows: first,to be applied against the cost
to Tenant of removal or restoration and rebuilding of any Improvements as provided in Section
11(c);second,to pay any monetary obligations of Tenant to Landlord that are then outstanding
and unpaid;and third,the balance of any insurance recovery shall belong to Tenant.
(f) Timing. If the improvements are damaged or destroyed, but this Lease is not
terminated pursuant to Section l t(d),Tenant shall commence its obligations under Section 11(c)
as soon as is reasonably possible,but no later than one hundred twenty(120) days after the date
of the casualty,and shall prosecute the same to completion with all due diligence. In the event of
arty termination of this Lease under the provisions of Section 11(d),this Lease shall terminate at
the end of the calendar inonth in which the notice of termination is given.
(g) No Rent Abatement. There shall be no abatement of Base Rent or other charges
payable under this Lease following any damage or destruction to.the Improvements,regardless of
whether•Tenant is able or unable to use tine Improvements for the Permitted Use during the period
of restoration. Tenant may elect to be responsible for obtaining business interruption insurance,
witli such coverages and in such amounts as it deems adequate,in order to insure its obligation to
continue to pay rent under this Lease, even if Tenant is prevented from operating the Permitted
Use on the Leased Parcel.
12. Ownership of Certain Property and Surrender of Lensed Parcel. During the Lease
Term, any Improvements placed upon the Leased Parcel by Tenant shall remain the property of Tenant.
Upon the termination of this Lease, Tenant shall surrender to Landlord the Leased Parcel, including,
without limitation,all buildings,parking areas,roadways,landscaped areas and other Improvements then
upon the Leased Parcel,in good condition and repair normal wear and tear excepted(it being understood
and agreed that Tenant shall not have the obligation to make any capital improvements upon surrender to
any Improvements with no remaining usefid life). Alternatively, Tenant shall have the right, at its sole
cost and expense, to raze any Buildings, remove any related debris and restore the affected area to a
landscaped area,provided that the foregoing are completed prior to the expiration of the Lease Term. In
either case,Tenant shall remove all of Tenant's personal property from the Leased Parcel,and any personal
property left by Tenant shall be deemed abandoned property and may,at the election of Landlord,become
the property of Landlord.
13. Landlord's Entry. Subject to Tenant's reasonable security requirements,Landlord shall
have the right to enter upon the Leased Parcel at reasonable times during the Lease Term upon twenty-
four(24)hours prior written notice(except that no notice shall be required in an emergency)solely for the
purposes of inspection,maintenance,repair,to comply with regulations or requirements of the Mine Safety
and Health Administration or its successors or any other reasonable purpose. LandIord's exercise of its
right of entry for the purposes set forth above shall not be deemed to impose upon Landlord any obligation
to inspect,maintain or repair the Leased Parcel.
14. j2efault.
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conditions as are acceptable to Landlord. Until Landlord relets the Leased Parcel,Tenant
shall continue to pay Landlord all Base Rent and other charges payable under this Lease,
as and when payable under this Lease. If and when the Leased Parcel is relet and a
sufficient sum is not realized from such reletting,after payment of all Landlord's expenses
of reletting(including necessary repairs,reasonable legal fees and standard and customary
brokerage commissions),to satisfy the payment of Base Rent and other charges payable
under this Lease for any month,Tenant shall pay Landlord the deficiency monthly upon
demand. Tenant agrees that Landlord pray file suit to recover ally sums due to Landlord '
under this Section 14(b)(ii)from time to time and that the filing of a suit or tine recovery
of any amount due Landlord shall not be any defense to any subsequent action brought
for any amount not previously reduced to judgment in favor of Landlord; or ]
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(iii) enter the Leased Parcel without terminating this Lease or Tenant's right
of possession and without being liable for any damages, except if caused by the gross
negligence or willful misconduct of Landlord,and do whatever Tenant is obligated to do
under the tennis of this Lease, and the expenses incurred by Landlord hi affecting
compliance with Tenant's obligations under this Lease hurnediately shall become due and
payable to Landlord as additional rent.
(c) R:medies Cumulative. No remedy in this Lease or otherwise conferred upon or
reserved to either party shall be considered exclusive of any other remedy,but shall be distinct,
separate and cumulative,and shall be in addition to every other remedy given under this Lease,or
now or hereafter existing at law or in equity. Specifically, Tenant consents to Landlord suing
Tenant to enforce Tenant's obligations under this Lease, including,without limitation,Tenant's
indemnity obligations pursuant to the terms and conditions of Sections 5(a),6(c),9, 1 O(a)and 28
hereof.
(d) MLrongftil Termination. If Landlord terminates this Lease or Tenant's right of a
possession of the Leased Parcel prior to the end of the Lease.Term in violation of this Lease,
Tenant shall have the right to challenge such action by Landlord to restore its rights under this
Lease in an appropriate legal proceeding, Upon the issuance of a final,non-appealable judgment
in Tenant's favor that restores Tenant's rights under this Lease,Tenant shall not be responsible
for the payment of Rent during any period in which Tenant was unable to operate its Permitted
Use,and Tenant waives the right to claim any additional damages against Landlord related to such
period unless the final, non-appealable judgment determines that Landlord took such actions in
bad faith.
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15, No Waiver. No delay or omission of Landlord to exercise any right or power arising
fi-om any default oil the part of Tenant shall impair any such riglit or power,or shall be construed to be a
waiver of any such default or an acquiescence thereto. In particular,the receipt by Landlord of rent with
knowledge of the breach of any covenant of this Lease shall not be deenied a waiver of such breach,and
no provision ofthis Lease shall be deemed to have been waived by Landlord unless the waiver is in writing
and signed by Landlord.
16. Condemnation.
(a) Definitions. Whenever used in this Lease, the following terms shall have the
following meanings:
(i) "Condemnation" shall mean any actual or constructive taking by
governmental authority by means of eminent domain, condemnation, deed or agreement
in lieu thereof,or otherwise.
12791783vl5 11161,01097 13

assignment instrument,which shall include the agreement ofthe State orAlamance County,as applicable,
to assume the obligations of Tenant under this Lease.
18. Notices. All notices provided for in this Lease shall be in writing and shall be deemed to
be given when sent by prepaid registered or certified mail,return receipt requested,addressed to the parties
at the addresses specified in Sections I(h)and 1(i). Either party may,from tilde to time,by ten(10)days'
prior written notice given as provided above,designate a different address to which notices to it shal l be
sent.
19. Holding Over. If Tenant remains in possession of the Leased Parcel or ally part thereof
after the expiration of the Lease Tern with Landlord's acquiescence but without any written agreement of
the parties, Tenant shall be only a tenant from month to month,on the terms and conditions set forth in
this Lease, except that the Base Rent shall be 200%of the Base Rent in effect immediately prior to the
expiration of the Lease Term, and there shall be no renewal of this Lease or exercise of an option by
operation of law. If Tenant remains in possession of the Leased Parcel or any part thereof after the
expiration of the Lease Tenn without the consent of Landlord,Landlord may eject Tenant at any lime and
such holding over shall not operate to extend the Lease Term. In addition, in the event of such all
unauthorized holdover,Tenant agrees to pay to Landlord as liquidated daurages twice the rent that it was
obligated to pay for the last month of the Lease Term,for each month or partial month during the holdover
period. it is specifically understood and agreed to by Tenant that the indemnity contained in this paragraph
shall survive the expiration or earlier termination of the Lease Term.
20. Tr ausfer of Landlord's Interest. In the event of the sale, assignment or transfer by
Landlord of its interest in the Leased Parcel or in this Lease(other than a collateral assignment to secure
a debt of Landlord)to a successor in interest who expressly assumes the obligations of Landlord under
this Lease, Landlord shall be released or discharged f1-om all of its covenants and obligations under this
Lease, except such obligations as shall have accrued prior to any such sale, assignment or transfer; and
Tenant agrees to look solely to such successor in interest of Landlord for performance of such obligations.
Landlord's assignment ofthis Lease or of any or all of its rights herein shall not affect Tenant's obligations
hereunder. Tenant shall thereafter attom and look to such assignee,as Landlord,provided Tenant has first
received written notice of such assignment of Landlord's interest.
21. Representations and Warranties uict Enjoyment. Landlord represents and warrants
to Tenant that:
(a) DwJiershiu. Landlord owns fee simple title to the Leased Parcel, subject to all
easements,restrictions and other hatters of record affecting title to the Leased Parcel.
(b) Organization. Landlord is a corporation duly formed and validly existing under
the laws of the State of North Carolina,properly qualified to do business in the State,and has full
power and authority to enter into this Lease and to lease the Leased Parcel to Tenant in accordance
with the terms of this Lease.
(c) No Conflicts. The execution and performance of this Lease by Landlord will not
conflict with any provision of law applicable to Landlord, nor will it result in the breach of any
provision of, or constitute a default under, any agreement or instrument to which Landlord is a
party or by which the Leased Parcel is bound.
(d) Authmization. This Lease and any other documents required to be delivered by
Landlord have been or will be duly authorized by all necessary action on the part of Landlord,and
have been or will be duly executed and delivered by Landlord.
Tenant represents and warrants to Landlord that:
1279IUM 5 I1161.01087 15

i
mortgage covering the Leased Parcel or Landlord's interest therein existing on the Effective Date. No
other assets of the Landlord shall be subject to levy,execution or other judicial process forthe satisfaction
of Tenant's claim.
26. Tee Hort a es. Landlord represents and warrants that the Leased Parcel is not subject
to a mortgage I ien as ofthe Effective Date. Landlord shall have the right to convey,mortgage or encumber
its leasehold interest in the Leased Parcel,or its interest(as landlord)ill this Lease,during the Lease Term
without the prior written consent of Tenant. This Lease shall be subject and subordinate to the lien of any
mortgage subsequently obtained by Landlord and covering its interest in the Leased Parcel.. Asa condition
to such subordination,Landlord,Tenant and the mortgagee shall agree in writing that this Lease shall riot
be divested or in any way affected by a foreclosure or other default proceedings under the mortgage or the
obligations secured thereby, so long as Tenant is not in default under the terms of this Lease,beyond the
expiration of any applicable cure period. Tenant agrees that this Lease shall remain in full force and effect
notwithstanding any such default proceeding,and further agrees that it will attorn to the mortgagee,or to
its successors or assigns, including any purchaser at any such foreclosure. Landlord and Tenant agree to
enter into a Subordination,Non-Disturbance and Attornment Agreement with the mortgagee,in form and
content reasonably acceptable to Tenant, in order to give effect to the provisions of this Section 26.
Landlord represents and warrants that as of the date of its execution of this Lease,the Leased Parcel is not
subject to any leasehold mortgage encumbering Landlord's interest,or other encumbrance in the nature of
a mortgage.
27. No Mar . If the interests of both Landlord and Tenant in the Leased Parcel, or the
Improvements located thereon,shall become vested in the same owner,this Lease shall not be terminated
by the operation of the doctrine of merger,but may be terminated only by a written instevment consented
to by the holders of al!leasehold mortgages or deeds of trust encumbering Tenant's leasehold interest in
the Leased Parcel.
28. Commissions. Landlord and Tenant represent and wartuntto each other that no brokers'
or real estate commissions will be due as a result of the lease of the Leased Parcel from their respective
actions. Landlord agrees to indemnify, defend and save harmless Tenant from and against any cost and
expense(including reasonable attorneys'fees)incurred by Tenant as a result of the untruth of the foregoing
representation by Landlord,or any claims by a broker for payment of a commission by Tenant based upoli
the actions of Landlord. To the greatest extent permitted by applicable law,Tenant agrees to indemnify,
defend and save harmless Landlord from and against any cost and expense(including reasonable attorneys'
fees) incurred by Landlord as a result of the untruth of the foregoing representation by Tenant, or any
claims by a broker for payment of a cornrnission by Landlord based ripen the actions of Tenant. It is
specifically understood and agreed to that the indemnity contained in this paragraph shall survive the
expiration or earlier termination of the Lease Term.
29. Nature and Extent of A reenrent. This instrument contains the complete agreement of
the parties regarding the terms and oanditions of the lease of the Leased Parcel,and there are no oral or
written conditions, terms, understandings or Other agreements pertaining thereto which have not been
incorporated herein. This instrument creates only the relationship of landlord and tenant between the
parties as to the Leased Parcel;and nothing in this Lease shall in any way be construed to impose upon
either party any obligations or restrictions not expressly set forth in this Lease. The laws of the State shall
I govern the validity,interpretation,performance and enforcement of this Lease.
I
30. Landlord Naine. The name Martin Marietta Materials (and/or any other trade navies
and/or marks ofLandlord or any affiliate of Landlord)and the goodwill associated therewith(collectively,
the`°Tradeiark") used by Landlord is owned by Landlord and/or an affiliate of Landlord and all rights
vvitll respect to the Trademark are reserved to Landlord and its affiliates. Neither Tenant nor any other
party affiliated with Tenant shall use the Trademark without Landlord's prior written consent.
12791783vl5 11161.01037 17 #
5
3

IN WITNESS WHEREOF,the parties have executed this Lease as of the day and year first above
written.
LANDLORD:
Date executed: MARTIN MARIETTA MATERIALS,INC.
By:
t-A arc4, R 5 P L Naine: 3,bom, i �-
Title: ►o raj
TENANT;
Date executed: BOARD OF TRUSTEES OF ALAMANCE
COMMUNITY COLLEGE
Deaembef�� O By:
Feb _ I - 20 21 5
�� Name:
Title: Chairperson,Board of Trustees
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12791783A 5 11161.01087 19

EXnmrr B
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12791783v15 11161.01087 B-1

MEMORANDUM OF LEASE
I
Prepared by and return to:
William K.Packard,Esq.
Robinson,Bradshaw&Hinson,P.A.
101 North Tryon Street,Suite 1900
Charlotte,NC 28246
This Memorandum of Lease is made and entered into as of R 202/ by szld
between MARTIN MARIE,TTA MAT1iJUA S,INC., a Noah Carolina cmporation having an address
of''�'n �''^1°#n^ ,Raleigh,North Carolina 2T6t?9 3QU12Attention: General Counsel("Landlord'%
41M PAPS a�AOARU OIL TRUE ,ES OF ALAMANCE COMMUNUY COLLEGE,a body politic under the
laws of the State of North Carolina having an address of Post Office Box 8000, Graham,North Carolina
27253,Attention:President("Tenant")who agree as follows:
1. Purpose of Memorandum of Lease. This Memorandum of Lease is prepared for the
purpose of recordation and does not modify the provisions of that certain Lease Agreement dated
}'}�,�,tcy ,202�,and entered into by and between Landlord and Tenant(the"Lease"). The Lease
is incorporated herein by reference. If there are any conflicts between the Lease and this Memorandum of
Lease,the provisions of the Lease shall prevail.
2. Terms and Premis . Landlord leases to Tenant and Tenant leases from Landlord a parcel
of land more particularly described on Exhibit A attached hereto(the"Premises"). The terra of the Lease
began on 2nj&CLi A3 202_L and may continue until a�eeif 3 207L, including extensions and
renewals.
[Signatures on following pages]
J 133955840 11161.01087
I
1

d
LANDLORD:
MARTIN MARIETTA MATERIALS,INC.
By:
Name:
Title: t �•
STATE OF N 4r''H'1 C"0 I h Gt
COUNTY OF
I certify that the following person(s)personally appeared before me this day,each acknowledging
to me that the he or she voluntarily signed the foregoing document:
Sfi h-c n e . i3rx(C
(rnsert nar»e(s)of those signing)
Witness my hand and official stares a this day of lam' 12021
.
Notal P`u�blic
t�OlA�1d.t N. 60st'l C
Notary's printed or typed name
[Note: Notary Public must sign exactly as on notary seal]
My Commission Expires: u'dq' �
[NOTARY SEAL] (MUST BE, FULLY LEI GIBLE)
RANDI N BOSTIC
Notary P'ubllc, North Carolina
Guilford County
y i i n Expi es
13395584v1 11161.01087