INVITATION FOR PROPOSALS

BY THE STATE OF NORTH CAROLINA

The following specifications must be considered and accepted prior to presenting a proposal to

lease the area offered by the State of North Carolina

Instuctions to Offerors

1. Proposal Form: Proposals must be submitted, on the proposal forms attached hereto.

Additional copies of the Invitation for Proposals and proposal forms may be obtained from North

Carolina Department of Administration, State Property Office website at www.ncspo.com or by

calling (919) 807-4670.

2. Execution of Proposals: Each proposal must give the full address of the offeror and be

signed with his usual signature. A proposal executed by an attorney or agent on behalf of the

offeror shall be accompanied by an authenticated copy of his Power of Attorney or other

evidence of his authority to act on behalf must be executed and attached. If the proposal is

signed by the Secretary of the Corporation the certificate must be executed by, some other officer

or the corporation under the corporate seal. In lieu of a certification of corporate offeror there

may be attached to the proposal copies of so much of the records of the corporation as will show

the official character and authority of the officer signing, duly certified by the secretary or

assistant secretary under the corporate seal to be true copies.

3. Submission of Proposals: It will be the duty of each offeror to see that his proposal is

delivered by the time and at the place prescribed in this invitation. Proposals received prior to the

time of opening will be securely kept, until the time for opening proposals. The agent whose duty

it is to open them will decide when the specified time has arrived, and no proposals received

thereafter will be considered. No responsibility will attach to an agent for the premature opening

of a proposal through inadvertence or one not properly addressed and marked. Proposals which

are faxed or emailed will not be considered.

4. Procedure for Awarding Lease:

1) Following the opening, the State will analyze the proposals received to determine

whether any of the proposals require clarification, and if so, the State will request the

specific clarification data required. The State may require any offeror to furnish

additional evidence of his financial condition. Failure of an offeror to submit any of the

above information, within such reasonable time as may be prescribed by the State may be

the basis for rejection of his proposal. Subsequently, interviews will be conducted with

selected proposers. However, the State reserves the right to further negotiate any

provision it deems to be in the public's interest.

2) The lease will be awarded to the offeror who is determined to be the most

qualified financially and by virtue of experience, character, type of use, amount of rent

offered and otherwise, while considering all relevant factors.

5. Rejection of Proposals: The State reserves the right, to waive any informalities, as its

interest may require, to reject any and all proposals and to accept or reject any items of any

proposals.

6. Default: In the event of failure on the part of the successful offeror or offerors to execute

a lease within fourteen (14) days after the presentation to him of a draft of lease for execution, or

upon the failure of the successful offeror to otherwise comply with the times of the invitation for

proposals or the enclosures thereof, time being of the essence, the State may declare the offeror

in default and disqualify his proposal.

7. Warranty: The property described herein will be leased subject to the provisions and

conditions of this invitation for proposals; therefore, offerors are expected to examine the

property and to form their own conclusions as to its suitability for the stated purposes. The State

makes no guaranty or warranty, either expressed or implied, with respect to the property. The

land and improvements will be leased “as is, where is, with all faults”.

8. Pre-Proposal Conference. Prepare any questions that you desire to have answered at

the voluntary pre-proposal conference to be held at 2:00 on October 15, 2015 in the large State

Construction Office conference room located at 301 N. Wilmington Street, Suite 450, Raleigh,

NC, 27601.

9. Proposal Subject to These Terms: All proposals submitted shall be deemed to have

been made with full knowledge of all the terms, conditions, and requirements contained in this

invitation and enclosure thereto.

10. Mailing proposals: Each offer must be enclosed in a sealed envelope, marked and

addressed as follows:

After carefully reading the specifications, submit your sealed proposal on the proposal

sheet to:

If sent via first class mail: If sent via overnight or hand delivery:

State Property Office State Property Office

1321 Mail Service Center 116 W. Jones Street, Room 4055

Raleigh, North Carolina 27699-1321 Raleigh, North Carolina 27603

The outside of the sealed envelope must be clearly marked:

LEASE PROPOSAL ENCLOSED

WAKE COUNTY GROUND LEASE

CUTOFF DATE: OCTOBER 26, 2015

For your proposal to be qualified, it must reach the State Property Office no later than 4:00

p.m. on October 26, 2015. FAXED OR E-MAILED PROPOSALS ARE NOT

ACCEPTABLE.

The selected proposer must be in existence and legally qualified to do business in the State of

North Carolina within two weeks of notice of award.

11. LAND AND IMPROVEMENTS TO BE LEASED. The proposed area to be leased, of

approximately 1.77 acres, (subject to survey), is located at 101 W. Peace Street, Raleigh, North

Carolina and includes a 13,250 sf building. See Exhibit B. The property will be conveyed “as is,

where is, with all faults”, subject to easements and rights of way of record.

12. LEASE TERM. The term of the lease will be forty (40) years with one (1) twenty-five

(25) year renewal option. Lessee shall pay absolute net during the lease term.

13. RENTAL. Rent for leased premises shall be payable on a monthly basis.

14. SUBLESSEES AND/OR ASSIGNMENT. No sublease or assignment will be allowed

without prior written approval of the State of North Carolina. The State may withhold its

consent to a proposed assignment in its sole and absolute discretion.

15. RESTRICTIONS ON USE. The proposed use of the property, and any change of use,

requires prior approval by the State of North Carolina, in its sole and absolute discretion.

16. OWNERSHIP OF IMPROVEMENTS; SURRENDER OF PREMISES. During the

lease term, ownership of the improvements constructed by or on behalf of Lessee on the

Premises shall be in Lessee. Upon the expiration of the Lease or option, ownership of the

Improvements constructed by or on behalf of Lessee shall be in the State. Throughout the Term,

any liens, encumbrances, mortgages, or claims of third parties including construction lenders and

permanent lenders, with respect to any property which may be deemed owned by Lessee

including the Improvements and any part thereof, shall be expressly subordinate and subject to

the rights of the State.

17. EXPIRATION OF LEASE. At the conclusion of the lease term and/or renewal, or

vacation of premises by Lessee, Lessee will promptly quit and surrender the entire Premises,

without payment or compensation, which shall include the Land, as well as convey to the State

in Fee Simple Absolute by Warranty Deed, free and clear of all mortgages and liens, all other

property as shown in Exhibit A, and including the Improvements constructed by or on behalf of

Lessee on the Premises, in good order, condition, and repair, ordinary wear and tear excepted,

and in broom clean condition. Notwithstanding the foregoing, at the conclusion of the Term of

the Lease or any option or extension thereof, Lessee shall, at the option of the State and at

Lessee’s sole expense, remove the Improvements on the Premises constructed by Lessee

(including the buildings and related improvements constructed by Lessee) and return the

Premises to grade level, free of all debris.

18. LEASEHOLD DEED OF TRUST. Notwithstanding Section 15, Lessee has the right to

grant a security interest to a bank or financial institution (“Permitted Lender”), by execution of a

Leasehold Deed of Trust and Security Agreement (“Deed of Trust”).

The Permitted Lender or any other person succeeding to the interests of Lessee through a

foreclosure will be subject to all of the terms and conditions of the lease except as otherwise

expressly provided in the lease. Foreclosure for purposes of the lease shall include a

conveyance in lieu of foreclosure.

19. STATE’S OPTION TO CURE LESSEE DEFAULT. If Lessee should fail to make

any payment, perform any obligation, or cure any other default hereunder, the State, without

obligation to do so and without thereby waiving such failure or other default, may make any such

payment, perform such obligation, and/or remedy such other default for the account of Lessee

(and enter the Premises for such purpose), and Lessee shall pay upon demand all reasonable

costs, expenses and disbursements (including reasonable attorneys’ fees) incurred by the State in

taking such remedial action.

20. PLANS AND SPECIFICATIONS. As a condition of the Lease Agreement, Lessee

agrees to submit construction plans and specifications to the City of Raleigh and North Carolina

Department of Administration, State Construction Office for their review and approval of all

demolition and Improvements to be constructed on the Premises. All building inspections and

construction permitting shall be under the jurisdiction of the City of Raleigh.

21. PERFORMANCE AND PAYMENT BONDS. No construction of Improvements shall

commence unless Lessee shall have delivered to the State Construction Office for the completion

of the Improvements, and all changes or alterations thereto, and for the payment in full of claims

of all persons for work performed in or materials furnished for construction, by providing

payment and performance surety bond(s) in form acceptable to the State Construction Office and

issued by corporate surety licensed to do business in the State of North Carolina and possessing a

Best Rating of A+ or higher in an amount equal to the cost of each Improvement. The foregoing

requirements to be deposited with the State Construction Office and to remain in effect until the

Improvements shall have been constructed and insured as provided in this document, and the

entire cost of the Improvements, or any alterations thereto, shall have been paid in full, free from

all liens and claims of contractors, subcontractors, mechanics, laborers and materialmen.

Notwithstanding anything herein to the contrary, such performance and payment bond

requirements shall be provided in amounts not less than as required of state capital improvement

projects by applicable laws, rules, regulations and requirements.

22. STANDARD OF CONSTRUCTION OF INFRASTRUCTURE. Lessee, at Lessee's

expense, shall cause all demolition and Improvements constructed for or on behalf of Lessee to

be constructed in accordance with the construction plans and specifications and in a good and

workmanlike manner in strict compliance with applicable laws and regulations, including but

not limited to environmental and construction permits and such Improvements shall when

complete be, and continue to be, in conformity with all applicable laws, including, but not

limited to, all applicable building codes. All regulatory fees (including acreage fees,

development fees, storm water fees, tap fees, and the like) solely applicable to the Premises

levied by governmental authorities shall be paid by Lessee.

Lessee, shall be responsible for the installation of all roads and utilities required to serve the

Premises. During the Term, the State shall provide to the Premises, from any adjacent land under

the ownership or control of the State, and as may be reasonably required and following all

necessary prior governmental approvals, all easements as required for the construction of

utilities, provided the State shall approve the location of said easements.

Lessee shall obtain all licenses and permits, and comply with all statutes, laws and regulations for the construction of the Improvements in accordance with the permitted use thereof.

23. ALTERATIONS, ADDITIONS, IMPROVEMENTS. Lessee shall submit plans and

designs for any alteration or improvements to the City of Raleigh and State Construction Office,

NC Department of Administration for review and approval prior to making any improvements or

alterations to the leased premises. All improvements or alterations erected or made on the

Premises shall become the property of the State upon expiration or termination of the lease or

must be removed by Lessee, at Lessee’s cost, within three (3) months of expiration or

termination of the lease, at the State’s discretion. All improvements allowed to remain shall be

given to the State in good and safe condition. All improvements erected or alterations made on

the premises shall be completed, in the State’s opinion, on a timely manner.

Lessee may not make any alterations, whether exterior or interior, changes, improvements, or

additions to the Premises, which alter or change the scope of the Improvements, which is not in substantial compliance with the plans and specifications submitted for review to the City of

Raleigh and State Construction Office without the prior written consent of the State, and any such alteration, change, improvement or addition shall be constructed by Lessee in a manner

which conforms, and shall when complete, conform with applicable law. Lessee shall promptly deliver an "as built" diagram of the Premises accurately setting forth any such alteration,

change, improvement or addition to the Premises. During the Term hereof, Lessee may remove moveable furniture and equipment (not belonging to or installed by the State), provided: (a)

Such removal is made prior to the termination or expiration of the Term; (b) Lessee is not then in default in the timely performance of any obligation or covenant under the lease; and (c)

Lessee properly repairs all damage caused by such removal and (d) Lessee agrees that no trade fixtures or equipment shall be removed from the Premises which renders the Improvements

unsuitable for its continued use. All other property at the Premises and any alteration, change, improvement or addition to the Premises and any other article attached or affixed to the

Premises, shall become the property of the State and shall be surrendered with the Premises as part thereof at the termination of the lease, without payment or compensation therefore.

24. CONSTRUCTION AT THE PREMISES AND ON ADJACENT PROPERTY. During the Term, the State, subject to and following all necessary prior governmental

approvals, shall grant to Lessee a temporary construction easement as may be reasonably required for the purpose of constructing improvements on the site; provided the State shall

approve the location, dimensions and terms of said easement. Further, during the Term, Lessee shall subordinate – and cause any Permitted Mortgagee to subordinate – its interest in this

Lease and the Premises to such easements as may be reasonably required by the State for the construction, repair, support and maintenance of the State’s adjacent lands and improvements

thereon, now or in the future.

25. COMMENCEMENT/COMPLETION OF IMPROVEMENTS. The State and Lessee agree that the intent of the parties hereto is that Lessee shall commence construction of

the Improvements within three hundred sixty-five (365) days of the Commencement Date and that construction of the Improvements shall be complete within two (2) years from the

Commencement Date.

26. FINANCING APPROVAL. No construction of Improvements shall commence until Lessee has provided evidence, reasonably satisfactory to the State, that there has been (I)

binding commitment or allocation of sufficient funds by Lessee to complete the construction of the Improvement, and (2) Lessee has made a legally binding commitment to complete the

construction of the Improvements using the funds so allocated.

27. ALLOCATION OF RESPONSIBILITY. During the Term, Lessee shall be responsible for the Premises and the State shall have no liabilities, obligations or

responsibilities whatsoever with respect thereto. Lessee shall pay absolute net during the

lease term and any renewals.

Nothing contained in the lease shall constitute any consent or request by the State, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect to the Premises or any party thereof, nor as giving Lessee any right, power,

or authority to contract for or permit the performance of any labor or services or the claim against the State in respect thereof.

28. STATE'S OBLIGATIONS. Subject to Lessee's performance of its obligations hereunder, The State makes the following assurances to Lessee:

ASSISTANCE OF THE STATE. The State shall act reasonably to cooperate with Lessee in executing such documents and instruments, as shall be required

by governmental agencies to construct the Improvements and to obtain the licenses and permits required by applicable law in accordance with the permitted

use thereof under Section 15.

QUIET ENJOYMENT. The State covenants and agrees with Lessee that so long as Lessee pays the Rent and observes and performs all the terms,

covenants, and conditions of the lease on Lessee's part to be observed and performed, Lessee may peaceably and quietly enjoy the Premises subject,

nevertheless, to the terms and conditions of the lease, and Lessee's possession will not be disturbed by anyone claiming by, though, or under the State.

29. REPAIRS, MAINTENANCE AND CARE OF THE PREMISES. By possession or occupancy of the Land, Lessee acknowledges that it has inspected the Land and finds the Land to be satisfactory and in conformity to the obligations of the State upon delivery of the Land to

Lessee. Lessee shall maintain the land and improvements to be constructed on the site in a clean, attractive condition, and not commit or allow any waste or damage to be committed on

or to any portion of the Land or improvements to be constructed on the land, ordinary wear and tear accepted. All maintenance and repair of the Land and the Improvements shall be the

responsibility of Lessee. Lessee shall (at Lessee's expense) keep and maintain in good repair the whole of the land and improvements to be constructed on the land, including, the interior

and exterior, as well as any heating, air conditioning, plumbing, electrical, lighting, gas, and other mechanical systems including safety and alarm systems such as fire alarms, sprinkling

systems, and security devices including locks.

The State shall have no obligation or responsibility for maintenance. Lessee will promptly

repair any damage to the Land or Improvements with the exception of any damage caused by the State or its agents.

30. COMPLIANCE WITH LAWS. Lessee, at Lessee's expense, shall comply with all

Federal, State, municipal and other laws, regulations, and ordinances, including environmental

remediation standards, applicable to the construction, use, occupancy, and with respect to the Premises, including license and permit requirements, and will not commit or permit waste in

respect to the Premises. Lessee agrees to comply with all applicable environmental laws in its construction, management and occupancy of the entire Premises.

31. TAXES AND ASSESSMENTS. In no event shall the State be liable for any taxes or

assessments levied upon or applicable to the Premises.

32. UTILITIES. Lessee shall provide and maintain its own electrical, gas, telephone,

water and sewer, garbage and refuse removal and other utility services with respect to the

Premises, and shall bear all expenses thereto, including, any connection charges.

33. STATE'S RIGHT TO ENTER PREMISES. Subject to the provisions of the lease,

the State and its authorized representatives shall have the right to enter the Premises at

reasonable hours after 24-hour prior notification to Lessee, except in cases of emergency, for

the purposes of inspecting construction, the Premises, and for excavation and installation of

utilities and other Improvements associated with the development of adjacent properties.

34. DESTRUCTION OF PREMISES. Lessee may, at its option, rebuild the underlying

structure in the event of partial or total destruction. In the event that Lessee decides not to

rebuild, Lessee, at its cost, shall remove the improvements from the premises leaving a grade

level lot.

35. INSURANCE REQUIREMENTS. At all times during the Term, Lessee shall carry and

maintain or cause to be carried and maintained at its sole cost and expense, insurance in the

amounts specified below or such other amounts as the State and Lessee may from time to time

agree upon, with insurance companies and on forms satisfactory to the State and Lessee

including appropriate liability insurance.

i. Automobile - Automobile Liability Insurance, to include coverage for liability,

comprehensive, and collision. The minimum limits shall be $1,000,000/$2,000,000 bodily

injury; $1,000,000 property damage; $100,000 uninsured/under-insured motorist; and $1,000

medical payment.

ii. Commercial General Liability - General Liability Coverage, on a Comprehensive

Broad Form on an occurrence basis in the minimum amounts of $5,000,000/$5,000,000

Combined Single Limit (C.S.L.). (Defense cost shall be in excess of the limits of liability) In

addition, there shall be sub-limits of $1,000 premises medical payment per person; $10,000

premises medical payment per accident; and $100,000 care custody and control.

iii. Workers Compensation - The contractor shall take out and maintain during the life

of the contract Workmen's Compensation Insurance as required by law for all of his employees.

The contractor shall require the sub-contractor similarly to provide Workmen's Compensation

Insurance for all the latter's employees, unless such employees are covered by the protection

afforded by the contractor. Employers Liability (Section B) limits of $1,000,000.

iv. Fire and Extended Coverage Insurance. Fire and extended coverage insurance

covering all Improvements in the Premises and all of Lessee's merchandise, equipment, trade

fixtures, appliances, furniture, furnishing, and personal property from time to time, on, or upon

the Premises, in an amount not less than the full replacement cost without deduction for

depreciation from time to time during the Term, providing protection against all perils included

within the classification of fire, extended coverage, vandalism, malicious mischief, special

extended peril (at risk), boiler, flood, vandalism, glass breakage, and sprinkler leakage.

v. Builder's Risk Insurance. Builders all-risk insurance in an amount reasonably

satisfactory to the State during the construction of any Improvements and during any subsequent

restorations, alterations, or changes in Improvements that may be made by Lessee at a cost in

excess of Five Thousand Dollars ($5,000.00) per job.

Providing and maintaining adequate insurance coverage is a material obligation of Lessee. All

such insurance shall meet all legal requirements. Such insurance coverage shall be obtained

from companies that are authorized to provide such coverage and that are approved by the State.

Lessee shall at all times comply with the terms of such insurance policies, and all requirements

of the insurer under any of such insurance policies, except as they may conflict with existing law,

permit conditions or the lease. The limits of coverage under each insurance policy maintained by

Lessee shall not be interpreted as limiting the Lessee’s liability and obligations under the lease.

The State of North Carolina shall be named as additional insured on all policies. All of the

above insurance shall be secured from companies licensed to do business in the State and with an

A.M. Best rating of A+ or better.

Certificates attesting to the existence of such insurance coverage must at all times be deposited

with the NC State Property Office. Such policies shall contain a provision that coverage

afforded under the policies will not be cancelled, reduced in amount, or coverage eliminated until

at least thirty days after mailing written notice, by certified mail, to the State.

36. INSURANCE PROCEEDS. In the event that (i) proceeds from any property/casualty

insurance policy(ies) ("Property Insurance Proceeds"), together with any additional funds

which Lessee and/or the State are willing to contribute, are sufficient to repair and/or replace

damage following a fire or other casualty, and (ii) proceeds from any rental interruption

insurance (or similar insurance), together with any other funds which are or will be available

and/or which Lessee and/or the State are willing to contribute, are sufficient, the Property

Insurance Proceeds, if any, shall be made available for such repair and/or replacement. The

determination of whether any such proceeds and/or other funds are sufficient for purpose of the

immediately preceding sentence shall be made by an independent third party certified public

accountant at Lessee's expense. “Deed of Trust Requirements” means with respect to any

period, the aggregate of: (i) principal, redemption premium and interest to become currently

payable during such period; (ii) administrative expenses and fiduciary fees to become payable

during such period; (iii) required deposits to reserve accounts required to be made during such

period; and (iv) penalties or make-whole amounts required to be funded during such period, in

each case as provided by each such Permitted Lender.

37. FORMS OF POLICIES. Original or copies of original policies that the evidence of payment of all premiums of such policies shall be delivered prior to the Commencement Date and from time to time at least thirty (30) days prior to the expiration of the term of each such policy. All such policies maintained by Lessee shall be purchased only from insurers who are licensed to do business in the State of North Carolina, comply with the requirements thereof and who carry A.M. Best Company rating of "A" or "A+" and will provide that they may not be terminated or amended except after (30) days' prior written notice to the State. No insurance required by this Section 36 shall be subject to more than a $50,000 deductible limit without the State's prior written consent.

38. ADEQUACY OF COVERAGE. The State, its agents and employees make no

representation that the limits of liability specified to be carried by Lessee pursuant this Section

37 are adequate to protect Lessee. If Lessee believes that any of such insurance coverage is

inadequate, Lessee will obtain, at Lessee's sole expense, such additional insurance coverage, as

Lessee deems adequate.

39. HOLD HARMLESS. The State shall not be responsible for any contracts, agreements,

or transactions of Lessee in connection with said sales of products and merchandise conducted

by Lessee and shall not be liable for any damage growing out of said sales. Lessee agrees to

indemnify and hold harmless the State, its officers, employees and agents, against any claims,

damages, or obligations or suits arising out of or in any manner connected with the use of the

Premises by Lessee, its assigns, invitees, contractors, employees, or agents.

40. PERFORMANCE DEPOSIT. A deposit in the form of a certified check or a cashier’s

check payable to the State of North Carolina in the amount of $50,000 shall be submitted with

the completed proposal. In the event the successful proposer fails to provide a Performance

Guarantee as required or fails to execute the lease within fourteen (14) days of receipt of the

lease document from the State, unless otherwise agreed to in writing for reasons to be determined

at the sole discretion of the State, reserves the right to disqualify the proposal. In the event of

such disqualification, the State may then consider other proposals that were received or seek

other proposals at its discretion.

41. INSPECTION PERIOD. Lessee shall have a 90-day inspection period to decide, in its

sole and absolute discretion, if the property is satisfactory for Lessee to enter into a lease with the

State. Lessee shall make an appointment with Angela Blinson at (919) 807-4670 to enter upon

and inspect the property during the 90-day period. The inspection may include such activities as

boring, engineering, environmental, water, sanitary and stormwater, traffic, utilities, topographic

and/or other tests and investigations as Lessee may determine is needed. Inspections by

appointment only.

42. PROPERTY CONVEYED AS IS, WHERE IS, WITH ALL FAULTS.

a. Lessee acknowledges that Lessee has had and will have prior to the expiration of

the Inspection Period, full and adequate right and opportunity to inspect and

review the Property. The waiver of Lessee’s right to terminate the agreement

prior to the expiration of the Inspection Period and Lessee’s execution of the

Lease Agreement shall each constitute conclusive evidence that Lessee is satisfied

with the condition of the property. If Lessee elects to proceed with lease

execution, Lessee shall exclusively rely upon Lessee’s own inspections and

reviews, and not upon (i) any documents that the State may deliver to Lessee or

(ii) any representation or warranty of the State, or the State’s agents or employees.

b. Lessee understands and agrees (i) that the State has made no representation,

warranty or guaranty, express or implied, oral or written, regarding (a)

compliance of the property with any applicable law, regulation or ordinance,

including, but not limited to, any land use, zoning or environmental regulation or

building code, or (b) any other matter regarding the condition of the property of

title to the property, (ii) that the State is not obligated to alter, repair or improve

the property in any manner, and (iii) to accept the property in its “AS-IS,

WHERE-IS, WITH ALL FAULTS” condition, with all present and future faults

or defects, and without any representation or warranty of the State

43. LESSEE’S APPROVAL. On or before 5:00 p.m. (Eastern Time) on the last day of the

Inspection Period, Lessee shall notify the State in writing that is signed by an officer (“Lessee’s

Notice”) of (i) Lessee’s intent to lease the property and proceed with the transaction, whereby

$10,000 of the $50,000 Performance Deposit shall be nonrefundable to Lessee or (ii) of Lessee’s

intent to not lease the property. In the event Lessee’s notice is not given to the State by such

time, the transaction shall automatically proceed. In the event Lessee’s notice terminates the

transaction, the State shall return the entire $50,000 Performance Deposit to Lessee and Lessee

shall furnish the State, without representation or warranty, express or implied, as to the terms or

quality thereof, the fees paid therefore or otherwise, copies of any third party reports, surveys

and materials Lessee may have received as a result of Lessee’s investigations, and the parties

shall thereupon be released from any further liability or obligation hereunder. If Lessee elects to

proceed with the transaction after the 90-day inspection period, Lessee will provide the State a

survey of the land, subject to State approval, to include an adequate legal property description of

the land. Proposal ideas, plans, proposed uses, etc. become the property of the State when

proposal is submitted.

44. PERFORMANCE GUARANTEE. On or before the commencement date of the lease

agreement, Lessee shall deliver to the State a payment and performance bond(s) running to the

State as oblige, which bond(s) must guarantee payment of annual rent and must guarantee the

faithful performance of Lessee of all the terms and conditions of the lease. Said payment and

performance bond(s) must be in a form satisfactory to the State and shall be written by a

reputable surety company licensed to do business in the State of North Carolina. In lieu of a

payment and performance bond(s), Lessee may deliver to the State an irrevocable letter of credit,

drawn on a banking institution with offices located in North Carolina, approved by the State, and

naming the State as beneficiary. Said payment and performance bond(s), or alternatively,

irrevocable letter of credit, are hereinafter referred to as the “Performance Guarantee”. The

Performance Guarantee shall be renewed annually throughout the Term and shall be delivered to

the State at such place specified by the State on or before each anniversary of the lease

commencement date. The initial Performance Guarantee shall be in the estimated total amount

of Rent for the first year of the lease term. The Performance Guarantee for the second year of

the lease term and each subsequent year thereafter shall be in an amount equal to the total rent

paid for the preceding year.

45. COMPLIANCE WITH RULES AND REGULATIONS. Lessee shall observe, obey,

and comply with any and all existing or future laws, regulations, rules, ordinances, orders, and

requirements of the Federal, State, County, City and Municipal government or any governing

body or subpart of a governing body (including safety and public service entities), which relate

to the management and regulation of the Premises and related facilities, regardless of whether

such compliance is ordered or directed against the State, Lessee or both. Lessee will require the

same obedience and compliance by its assigns, officials, agents, employees and invitees, and all

other persons for whose conduct Lessee is responsible or over whom Lessee exercises or has

authority to exercise control.

46. ACCESS. The State retains the right of ingress and egress by cars, trucks and tractor

trailers, through premises to access other State-owned facilities located adjacent to the premises.

47. ON-SITE WELL. If necessary to allow for development or construction, the successful

proposer shall be responsible for the relocation of an existing well, currently located on the

premises, to nearby State-owned property.

48. THE STATE MAY ELECT TO ABANDON THIS PROJECT ENTIRELY and

assumes no liability to proposers.

PROPOSAL TO THE

STATE OF NORTH CAROLINA

In accordance with your invitation for Proposals for the lease of a site and all of the conditions

and requirements thereof, which, insofar as they relate to this proposal, are by this reference

made a part of it. I (we) hereby submit this proposal.

1. I (we) agree to pay annual rental in the amount of:

Initial Term

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

Year 7

Year 8

Year 9

Year 10

Year 11

Year 12

Year 13

Year 14

Year 15

Year 16

Year 17

Year 18

Year 19

Year 20

Year 21

Year 22

Year 23

Year 24

Year 25

Year 26

Year 27

Year 28

Year 29

Year 30

Year 31

Year 32

Year 33

Year 34

Year 35

Year 36

Year 37

Year 38

Year 39

Year 40

Renewal Term

Year 1

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Year 25

2. I (we) agree to pay _________% of _____________ annually as additional rent.

3. A performance guarantee in the amount of $50,000 is enclosed.

4. I (we) propose the following use of the leased premises (attach additional information if

necessary):

5. I (we) agree to provide and furnish all the facilities and services listed on the proposal as

described in the detailed data sheet, which is attached hereto and by this reference made a part

hereof,

6. I (we) agree to furnish such additional information and data pertaining to my (our)

qualifications and/or financial position as the Department of Administration may request.

By: Date:

Title: