You are on page 1of 8

LEASE AND OPTION AGREEMENT THIS LEASE AND OPTION AGREEMENT (Lease), made and entered this ____day

of April, 2014, by and between the TOWN OF FRANKLIN, a North Carolina municipal corporation (LESSOR) and LAZY HIKER, LLC, a North Carolina limited liability company (LESSEE); WITNESSETH: THAT subject to the terms and conditions contained herein, LESSOR does hereby lease unto LESSEE and LESSEE accepts as tenant of LESSOR the real property located in Macon County, North Carolina, described in Exhibit A attached hereto (the Premises): 1. Term. The term of this Lease shall commence as of July 1, 2014 and shall continue through June 30, 2024, unless sooner terminated as provided hereunder. 2. Rental. As rental for the Premises, LESSEE shall pay to LESSOR (a) the sum of $1,250.00 per month beginning July 2015, and (b) the sum of $2,500.00 per month beginning July 2016 and continuing each month thereafter through June 2024, with each installment being due on or before the 1st day of the month for which it is payable. 3. Condition of Premises. LESSEE shall have the right to inspect the Premises prior to June 30, 2014, and this Lease is expressly conditioned upon the results of said inspection being acceptable to LESSEE in its sole discretion. LESSEE shall notify LESSOR of any objection to said results as promptly as is practicable, and LESSOR shall have the option to cure said objections. LESSOR shall remove all personal property (including, without limitation, files, equipment, furnishings, decorations, chemicals and waste products) from the Premises prior to commencement of this Lease, other than any items LESSEE expressly confirms may remain. Except as aforesaid, LESSEE accepts the Premises as is and LESSOR shall not have any obligation to place the Premises in any better condition than the same are now in. 4. Improvements. Within eighteen months after commencement of this Lease (i.e., by December 31, 2015), LESSEE shall make improvements to the Premises having a cost equal to or in excess of $185,000, including improvements within twelve months of the commencement of this Lease (i.e., by June 30, 2015) having a cost equal to or in excess of $25,000 that enhance the long-term structural integrity of the buildings on the Premises (such as improvements to drainage issues affecting the buildings on the Premises).

5. Alterations. The parties acknowledge that LESSEE intends to make substantial alterations to the Premises. LESSOR consents to all such alterations as are necessary or appropriate for use of the Premises by LESSEE as a brewery with a tap room, a distillery, a restaurant, offices, or retail space; alterations for any other purpose are subject to the express approval of LESSOR. LESSEE shall keep LESSOR reasonably informed concerning alternations to the Premises. Any repairs, additions or improvements made to the Premises by LESSEE shall become the property of the LESSOR at the termination of this Lease; provided, however, that LESSEE shall be entitled to remove all furniture and furnishings, unattached equipment, other personal property, and fixtures placed upon the Premises by LESSEE that can be removed either without substantial damage to the Premises or with repair by LESSEE to the Premises. 6. Maintenance. During the term of this Lease, LESSEE shall perform all maintenance and repairs that are needed upon the Premises, and shall return the Premises to LESSOR in as good or better condition as same are now in, reasonable wear and tear excepted. Should LESSEE fail to perform any required maintenance or repairs, LESSOR may perform same and add the costs thereof to the rental due from LESSEE to LESSOR and the same shall be due with the next ensuing rental installment. 7. Utilities. During the term of this Lease, LESSEE shall pay all utility bills and charges attributable to the Premises, including without limitation, water, sewer, electrical, gas, telephone, garbage pick-up, internet service and cable television. If LESSEE should fail to pay any utility bill or charge for which LESSEE is responsible, LESSOR may pay the same and add the amount of such payment to the rental due from LESSEE to LESSOR and the same shall be due with the next ensuing rental installment. 8. Taxes. LESSOR represents that no ad valorem real property taxes shall be due upon or with respect to the Premises during the term of this Lease. In the event any such real estate taxes are assessed and paid, such payments shall be deemed, and shall be applied as, rental payments under this Lease. 9. Insurance and Liability. LESSEE shall keep the Premises and all of LESSEES personal property thereon and therein insured against loss or damage by fire or other casualty and shall pay all premiums for such insurance. The parties shall be named upon such insurance policies as their interests may appear. LESSEE shall maintain comprehensive general liability insurance in the amount of not less than Two Million Dollars ($2,000,000) insuring against claims for personal injury, death, property damage, and other losses upon or about the Premises. LESSEE shall at all times keep LESSOR furnished with written proof that said insurance coverage is in effect. LESSEE agrees to protect, hold harmless and indemnify LESSOR in the event LESSOR should suffer any losses, claims or damages on account of

any bodily injury, death, property damage or other losses sustained by any person or entity upon, about, or in any way attributable to the Premises. 10. Casualty. If the Premises or any portion thereof shall be damaged by fire or other casualty without the fault or neglect of LESSEE or LESSEEs invitees, the damages shall, to the extent not covered by insurance, be repaired by and at the sole expense of LESSOR and LESSEES obligation to pay rental shall abate to the extent the extent the Premises have been rendered unusable for LESSEEs operations; however, if the Premises are damaged to such an extent that the LESSOR shall reasonably decide not to restore, rebuild or repair the same, then LESSEE may elect to terminate this Lease and LESSEE shall have no obligation to pay further rent. If the damage by fire or other casualty is due to the fault or neglect of the LESSEE or LESSEEs guests or invitees, then LESSEEs obligations under this Lease shall remain in full force and effect and LESSEE shall, to the extent not covered by insurance and at LESSEEs own cost and expense, fully repair and restore the Premises to the condition in which they were in prior to such fire or other casualty. 11. Assignment and Subletting. LESSEE may sublet the Premises or assign this Lease and Option Agreement to a corporation, limited liability company, partnership, or other entity so long as Lenny Jordan or Ken Murphy is a principal therein. Otherwise, LESSEE may not assign this Lease or sublet the Premises without the prior consent of LESSOR. If this Lease and Option Agreement is assigned as permitted by this paragraph, and LESSEE obtains the written undertaking of the assignee to be responsible to LESSOR for performing all of LESSEES duties and obligations hereunder, then LESSEE shall be thereupon released from all duties and obligations hereunder and LESSOR shall confirm such release in writing. The parties hereto acknowledge that LESSOR currently leases a portion of the Premises fronting Palmer Street to ________________ on a month-to-month basis and agree that either (a) with written agreement of that lessee prior to June 1, 2014, that month-to-month lease will be converted to a sublease from LESSEE effective upon the commencement of this Lease or (b) that lease shall be terminated prior to June 1, 2014, by LESSOR effective no later than the commencement of this Lease; provided, however, that in no case shall LESSEE bear any liability relating to any obligations arising under or as a result of that month-to-month lease or relating to the termination of that month-to-month lease. 12. Covenant of Quiet Enjoyment. LESSOR hereby covenants that LESSOR is seized of the Premises and has the exclusive right of use and possession thereof for the period of this Lease, and that LESSOR has the right to lease the Premises to the LESSEE without the consent of any party. LESSEE, upon the payment of the rental as called for in this Lease and upon the performance of LESSEES obligations under this Lease, shall have the right to quietly enjoy possession and use of the Premises during the term hereof, including without limitation for any and all of the uses specified in paragraph 5 above, without hindrance or

molestation by anyone claiming by, through, under or in opposition to the LESSOR. LESSOR may, at reasonable times and a reasonable number of times, enter the Premises for the purpose of inspecting same as long as such entry and inspection is conducted so as not to unduly interfere with LESSEES operations at the Premises. 13. Default. If the LESSEE fails to pay any installment of rental within fifteen (15) days after the due date, or fails to perform any other of the obligations which LESSEE is obligated to perform hereunder within thirty (30) days after written notice to cure is given by LESSOR to LESSEE; or if a bankruptcy proceeding is filed by the LESSEE or is filed against the LESSEE and is not stayed or dismissed within six months; or if a receiver is appointed for the LESSEE or if LESSEE makes an assignment for the benefit of creditors; or if any legal action or process is undertaken against LESSEE wherein this Lease or the Premises are sought to be taken or occupied, then and in any of such events LESSOR shall have the right to immediately terminate this Lease without notice to LESSEE and LESSEE shall immediately vacate the Premises and LESSOR may re-enter the Premises and take immediate possession thereof. Any rental which remains due and payable after the 15th day after the due date thereof as set forth in paragraph 2 hereinabove shall bear interest at the rate of eighteen (18%) percent per annum from the due date until paid. 14. Lessees Rights to Terminate. LESSEE may terminate this Lease and Option Agreement and have no further responsibility hereunder (a) at any time on or before June 30, 2015, by giving written notice of termination to LESSOR, provided that in the event of any termination after July 1, 2014, LESSEE shall be required to complete the improvements in the $25,000 minimum amount referenced in paragraph 2 above that enhance the long-term structural integrity of the building and (b) at any time on or after July 1, 2015, by giving 90 days prior written notice of termination to LESSOR; provided that in the event of any such termination under this paragraph 14 LESSEE shall be responsible for paying to repair any damage to the Premises occurring after the effective date hereon through the date of termination. The parties hereto agree that demolition of interior office spaces within the Porter Street side of the main building shall be considered an improvement to the Premises and shall not be considered damage to the Premises unless the structural integrity of the building is impaired thereby. 15. Option to Purchase. LESSEE shall have the option to purchase the Premises at any time during the term of this lease for the purchase price of $325,000.00. In consideration for said option to purchase, LESSEE hereby pays and delivers to LESSOR the sum of $5,000.00 in option money. If LESSEE terminates this Lease pursuant to paragraph 14 above prior to June 30, 2014, the $5,000.00 option money payment shall be returned to LESSEE; otherwise, the $5,000.00 option money payment shall be non-refundable, but shall be applied against the purchase price in the event LESSEE exercises LESSEEs option and closes. In the event

LESSEE exercises LESSEES option and closes, LESSEE shall also receive a credit against the purchase price in the total amount of the rent paid by LESSEE under this Lease. In order to exercise LESSEES option to purchase, LESSEE shall give written notice of exercise to LESSOR on or before May 1, 2024, and the closing shall occur on or before sixty (60) days from the date of exercise. If LESSEE does not timely exercise LESSEES option to purchase, or if after exercising the option to purchase LESSEE does not close within sixty (60) days thereafter, LESSEES option to purchase the Premises shall be automatically terminated and shall be null and void, and LESSEE shall not be entitled to the refund of any money theretofore paid. If LESSEE exercises LESSEES option to purchase, upon closing LESSOR shall give to LESSEE a good and sufficient warranty deed conveying marketable fee simple title, subject to no liens, deeds of trust or other encumbrances. Rental shall be pro-rated to the date of closing. The balance of the purchase price owing from LESSEE to LESSOR shall be paid at closing. Prior to the Closing, LESSOR shall, at LESSORS expense, have the Premises surveyed by a surveyor reasonably acceptable to LESSEE, and shall take all reasonable efforts to correct any encroachments, lappages, or other problems revealed by the survey by obtaining boundary line agreements or other appropriate documents. 16. Notices. Any and all notices required or permitted herein to be made by either party to the other, and any other notices given by either party to the other, shall be sufficient if made in writing, and delivery of any and all such notices and delivery of the payments required herein to be made by LESSEE to LESSOR shall be deemed complete if such writing or payment is either: (a) hand delivered to the party receiving it; or (b) deposited in a pre-paid wrapper bearing the address shown below of the party receiving the notice or payment in a Post Office or official depository under the exclusive care of the U.S. Postal Service or a designated delivery service such as Federal Express or UPS; or (c) in the case of notice, emailed to the party receiving the notice. Unless notification of another address is given in writing, the address of LESSOR is P.O. Box 1479, Franklin, NC 28744; and the address of LESSEE is P.O. Box 190, Franklin. NC 28744, with a copy to 1852 Mountain Laurel Drive, Franklin, NC 28734. Unless notification of another email address is given in writing, the email address of LESSOR is wcabe@franklinnc.com and the email address of LESSEE is kwm.mountaintop@gmail.com with a copy to lennyjordan@gmail.com . 17. Number and Gender. As used herein, words in the singular include the plural and vice versa, and the masculine includes the feminine and neuter genders, as appropriate. 18. Entire Agreement. This contract contains the entire agreement of the parties and there are no representations, inducements or other provisions other than those expressed herein in writing. All changes, additions or deletions hereto must be in writing and signed by all the parties.

19. Governing Law. The provisions of this Lease shall be governed and construed by and in accordance with the laws of the State or North Carolina, and the parties agree that any litigation arising out of or with respect to this Lease must be carried on in State Court in Macon County, North Carolina.

IN TESTIMONY WHEREOF the parties have caused these presents to be properly signed and sealed, this the day and year first above written.

TOWN OF FRANKLIN By: _________________________________ Warren Cabe, Town Manager

NORTH CAROLINA MACON COUNTY I, ___________________________________________, do hereby certify that Warren Cabe personally appeared before me this day and acknowledged that he is Town Manager of the Town of Franklin, a North Carolina municipal corporation, and that by authority duly given and as an act of the municipality the foregoing instrument was signed in its name by him as its Town Manager. WITNESS my hand and notarial seal, this the _____ day of April, 2014. (seal) _______________________________________ Notary Public My commission expires:___________.

LAZY HIKER, LLC By: __________________________________ Lenny Jordan, Member

NORTH CAROLINA MACON COUNTY I, ___________________________________________, do hereby certify that Lenny Jordan personally appeared before me this day and acknowledged that he is a Member of LAZY HIKER, LLC, a North Carolina limited liability company, and that by authority duly given and as an act of the limited liability company, the foregoing instrument was signed in its name by him as its Member. WITNESS my hand and Notarial Seal, this the _____ day of ___________________, 2014. (seal) _______________________________________ Notary Public My commission expires:___________.

EXHIBIT A

The Premises

All of the property and improvements within the parcels identified in the Macon County real estate records as _______________, ________________, and______________, and more commonly referred to as the old town hall property, including approximately _____ acres.

You might also like