ROCKINGHAM A CITY LOOKING CITY COUNCIL AGENDA September 14, 2021 6:30 p.m.  1. Opening of meeting by Mayor Steve Morris. 2. Invocation by Mayor Steve Morris. 3. Amendments and Changes to Agenda.  4. Consent Agenda:  A.  Disposition of Minutes of the August 10, 2021 Regular Meeting.  B. Tax Collector's Report. (See Pages 4-8)  Informational Items: 1.) Monthly Collection Report  2.) Uncollected Taxes as of August 31, 2020 1.) Refunds per County Assessor's Office. 2.) Discovery bills added to Tax Scroll. 3.) Releases per County Assessor's Office.  Action Items:  5. Business by Planning Board.  A. Set Public Hearings. (none) B. Hold Public Hearings: (none)  C. Minutes from Various Boards. (none)  514 Rockingham Road, Rockingham, NC 28379 Phone (910) 895 9088 Fax (910) 997 6617 wwmgelectingham.con    City Council Agenda September 14, 2021  6. Consideration of Approval of first (5) year option to extend the lease of Discovery Place Kids Rockingham as requested by DPK and in accordance with original lease agreement signed December 14, 2011. (See enclosed lease agreement 2. Option to Renew) (See Pages 9-23)  7. Business by City Clerk.  8. Closed Session reference GS 143-318.11 (a) (4) Economic development  (Request for Downtown Development Loan)  9. Business by City Attorney.  10. Items of discussion by City Council Members.  11. Business by Mayor. 12. Adjournment.    Rockingham, NC  City Council Agenda  SUPPORT DOCUMENTS    2 3      0  8 d&  2    a    0 2 9 E 8  0  0  2        UNCOLLECTED TAXES  YEAR 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011  AMOUNT 2,697,570.37 22,648.84 9,270.39 7,780.26 7,007.33 6,508.63 6,938.87 7,063.35 8,328.57 6,232.89 5,870.15  Aug-21  2,697,570.37 87,649.28 2,785,219.65  Total Current Year Total Past Years Total All Years    DISCOVERY PLACE SCIENCE I KIDS L NATURE discoyeryplace.org August 30, 2021 Mr. Monty Crump City Manager City of Rockingham 514 Rockingham Road Rockingham, NC 28379  Subject: Discovery Place and City of Rockingham Lease Extension  Dear Monty -  Discovery Place greatly values and appreciates the relationship we' ve developed with you, your team, and the city of Rockingham over the past decade. Thanks to your leadership, Discovery Place Kids - Rockingham has a bright future, despite the challenges we' ve all encountered over the past 18 months. We look forward to working with you and your leadership to continue to make Rockingham a vibrant & attractive city for people and Per the terms of our lease agreement with the City of Rockingham, we are 180 days from the expiration of our current 10-year term. Discovery Place would like to exercise our option tor renew our lease for the first oft three (3) successive five (5) year options. Please let us know what additional information is needed for this extension.  businesses to call home.  Sincerely,  CatuhNone Catherine Horne  President & CEO, Discovery Place  Our Mission  We bring science, nature, and design together to create tronsformative experiences that enable our community to understand, enjoy and apply science tot their lives.    Monty R. Crump City Manager  ROCKINGHAM SSSEVATASSCXEASERUATRIVZSI A CITY LOOKING FORWARD  December 14, 2011  Mr. John L. Mackay, Jr. President & CEO Discovery Place 301 N. Tryon St. Charlotte, NC 28202 Re: Lease Agreement  Discovery Place KIDS-Rockingham  Dear John,  Enclosed are two (2) originals of the lease agreement for Discovery Place KIDS- Rockingham which have been executed by the City of Rockingham. The execution of the lease was unanimously approved during the December 13, 2011 Rockingham City  Council meeting.  Please sign both documents and return one to me for the City's files.  Singer  City Manager MRC:th Enclosures: 2  2  514/ Rockingham Road, Rockingham, NC. 28379. Phone (910) 895 9088 Fax (910) 997 6617*www.gorockingham.com    LEASE AGREEMENT  This lease agreement (this Lease) Imade as of this 1* day of December 2011, by and between the Cityof Rockingham, a North Carolina municipal coporationflamdord')amdi Discovery Place, Inc., a North  Carolina nonprofit corporation ("Tenant").  BACKGROUND  1. Landlord has entered into a joint fundraising campaign (the "Campaign") with Discovery Place, Inc. to raise funds for Discovery Place KIDS-Rockingham. The goal oft this Campaign is $14,585,940. Minimum attainment of goal for the project to proceed is $11,623,250. Included in b. Exhibition design, fabrication, and installation as well as programming costs,  the minimum goal is:  a. Building purchase, design, and renovation, Operating endowment; d. Accessibilitys endowment, e. Fundraising costs, Pre-opening marketing costs, and  & Other pre-opening costs, debt service, doubtful accounts, staff, travel, and contingency. The total goal includes, in addition to those items in the minimum goal, the following: h. Exhibition maintenance/renewal endowment, and Discovery Place ScienceReach to Richmond County endowment.  2. Discovery Place KIDS-Rockingham will be housed in the building located at: 233 East Washington Street in Rockingham, formerly known as the McKenzie Furniture Building (the' "Premises"). 3. Upon thet terms and conditions seti forth in this Agreement, and the successful completion oft the minimum goal fort the fundraising campaign, Landlord will cause the Premises and local Parking Spaces to be designed and constructed, and upon their substantial completion, Landlord will deliver possession oft the Premises to Tenant, in the condition required by this Lease, for the installation and operation of a children's museum that wills serve younger children (0-10)and  engage their caregivers.  LEASE OF PREMISES  Landlord hereby leases to Tenant, and' Tenant hereby leases from Landlord, the Premises (described below) to be renovated by Landlord and paid by the Campaign, together with the nonexclusive right and license for Tenant and its employees, guests andi invitees to use the adjacent and public Parking Spaces,  upon thet terms and conditions set forth in this Lease.  TERMS AND CONDITIONS OFL LEASE  1. Term ofl Lease. This Lease term shall begin on the date that the Campaign meets its minimum goal (the Commencement Date") and shall terminate at midnight on the date ten (10) years after the Commencement Date (the "Expiration Date"), unless sooner terminated or subsequently extended as hereinafter provided. Landlord and Tenant wille execute a memorandum of this Lease ini recordable form specifying the Commencement Date and the  Expiration Date of thei initial lease term.    2, Option to Renew. Provided that (a) Tenant is noti in default underi the terms of this Lease beyond any applicable cure period and (b) the Premises have beeny visited at an average annual rate of at least 30,000 persons duringt the initial lease term, (and maintained during each option period for purposes of subsequent renewals) then Tenant shall have three (3) successive five (5) year options to renew the Lease, each of which may be exercised bys giving Landlord notice of renewal at least 180 days prior to the expiration oft the then current term.  3. Designa and Renovation! Premises  a. The Premises shall ber renovated: substantially as shown on the rendering and schematic design drawings attached hereto as composite ExhibitA (the' "Schematic Design Documents"), ast the same may be modified byl Landlord with Tenant'sc consent, noti to be unreasonably withheld or delayed. The Premises shall have high-quality finishes, fixtures and equipment. The Premises and adjacent and public Parking Spaces shall be attractively landscaped and shall provide for safe, convenient access. The Schematic Design Documents are based on minimum program requirements of Tenant attached b. Based on1 the approved Schematic Design Documents, Landlord shall, at the Campaign's expense, cause WHN Architects or other qualified architect reasonably: acceptable to Tenant (the "Architect") to prepare Design Development Documents and Construction Documents (as those terms are used in standard AIA documents)t for the Premises. The Design Development Dacuments and Construction Documents relating to the Premises andt the exterior appearance of the Premises shall be subject to approval by Landlord and' Tenant, which approval shall not be unreasonably withheld or delayed. Landlord shall, ati its expense, repair and/or replace all sidewalks and parking lot(s) d. Ifdespite their reasonable efforts, Landlord and Tenant are unable to agree upon mutually acceptable Design Development Documents by February1 15, 2012 and Construction Documents by March 31, 2012, either party mayt terminate thisl Lease by e. Tot the extent described ini this Lease, Landlord shall, att the Campaign's expense, cause the Premises and the adjacent and public Parking Spaces (collectively' 'Landlord's Work") to be constructed in accordance with the approved Construction Documents, in good and workmanlike manner, and in compliance with all applicable laws, ordinances, regulations andl building codes (including the applicable provisions oft the Americans  hereto as ExhibitB.  adjacent to Premises.  giving written notice of termination to the other party.  with Disabilities Act).  4. Rental. For the term of this Lease, as the same may be extended by Tenant's exercise of oned or more of its options to renew, Tenant shall pay Landlord, in advance, rental of One Dollar ($1.00)  pery year.  5. Deliveryof Premises: Tenant Improvements.  a. Upon substantial completion of Landlord's Work, Landlord shall deliver the Premises to Tenant ina a clean, "turnkey" condition, with all utilities and building systems instalied and available for use, ready for Tenant to install the exhibits, furniture, trade fixtures and supplemental equipment required fori itsi intended use (the' "Tenant Improvements"). Tenant shall examine the Premises before accepting deliverywhich action shall constitute conclusive evidence that the Premises are in good order and    satisfactory condition, except forl latent defects and such matters as may be agreed upon by both parties prior thereto. Notwithstanding the foregoing, Tenant may enter the Premises priort to delivery thereof by Landlord, to facilitate the design and installation oft the Tenant Property; provided that such entryshall not unreasonable delay or otherwise interfere with completion ofl Landlord's Work. b. Upon delivery of thel Premises in the condition required byt this Lease, Tenant shall, at the Campaign's expense, place or install the Tenant Improvements ini the Premises. The Tenant Improvements shall be of high-quality design and construction and shall include exhibits at least comparable to those currently installed in Discovery Place in Charlotte IfLandlord fails to deliver the Premises to Tenant Ini the condition required by this Lease by September 30, 2012, Tenant may terminate this Lease by giving written notice of termination to Landlord, and neither party: shall thereafter have any further obligation toi the other party under this Lease. IfTenant fails toi install its Tenant Improvements and open a Children'sMuseum int thel Premises within: six (6) months after delivery of the Premises to Tenant in the condition required by this Lease, Landlord may terminate this Lease by giving written notice of termination to Tenant; andi neither party shall thereafter have any further obligation to the other party undert this Lease.  and Discovery Place KIDS-Huntersville.  6. Use of Premises.  a. Tenant shall use the Premises for the purpose of operating a state-of-the-art, first-class children's museum designed primarily to promote the learning process of the younger child (ages1 to10) (a' "Children's Museum") and for purposes related tot the operation ofa Children's Museum (including fund raising and other promotional events). Tenant shall, at its expense, be responsible for operating a Children's Museum in the Premises continuously for the entire lease term, except as interrupted for necessary repairs, maintenance, exhibits changes and upgrades, and any casualty or othere event beyond b. Recognizing that a Children's Museum will be an integral part of downtown Rockingham, increases the quality of life in Richmond County, and forms the basis for the lease terms offered by! Landlord, Tenant agrees that the Children's Museum willl be operated and open to the public (except during necessary down time as provided in Section 6(a) above) on ar minimum five-day-a-week basis, excluding major holidays, during reasonable operating hours appropriate toi itst targeted users. Tenant agrees to use reasonable efforts to promote the Children's Museum and maintain its Subject always to Tenant's prior right to use the Premises for its purposes, Tenant shall, ing good faith, consider requests from Landlord, in its governmental capacity, for occasional use oft the Premises for events conducted or sponsored by Landlord that do noti interfere with the operation oft the Children's Museum and that are compatible with reputationandi image oft the Children's Museum. Forsuch use, Landlord shall not be charged any rental or other usage fee, but shall be responsible for providing and paying for all expenses attributable to such use including, but not limited to the cost of utility, security, catering, Children's Museum staff services, janitorial and cleaning services and d. This Lease is or may be considered: a sale of property to an entity carrying out a public purpose under Section 160A-279 oft thel North Carolina General Statutes. Accordingly, the Premises shall not! be used in any manneri inconsistent with the public purpose  Tenant's control,  attractiveness to the community that it serves.  any repairs or replacements occasioned by such use.    provisions oft that statutory provision; however, the parties agree thati incidental rental oft the Premises for private functions shall not be considered inconsistent with the statutory public purpose provision. The Premises shall be used without discrimination in violation ofany applicable law, subject tos such reasonable and nondiscriminatory, rules  and regulations as may! be adopted from time to time by" Tenant.  7. Parking. Landlord shall during the lease term provide, without charge, paved and landscaped adjacent and public surface Parking Spaces reasonably: sufficient to accommodate the parking needs of the Premise's occupants, specifically their employees, agents, customers andi invitees. a. Landlord shall be responsible fort thei installation, repair, maintenance and operation of the heating, ventilating air-conditioning (HVAC) systems; the structural and permanent partitioning elements of the Premises; all electrical and plumbing systems (excepting such specialized electrical elements as are to bei installed for particular exhibits andi not of general usage); elevators, escalators, landscaping and grounds; basic wall paintings and coverings and floor surfacing, but excluding specialized painting and coverage unique to Tenant's exhibits and facilities such as specialized carpets in certain play areas and wall paintings for particular exhibits; electrical, gas, water and sewer systems; facility service lighting, including fixtures and bulbs for both general building lighting (LSI) and work lighting (but not specialized lighting for particular exhibits); fire suppression and smoke detector systems; security system(s), daily after hoursj janitorial service, including all supplies related toi this service, waste removal, and pest control services fort the Premises. Installation expenses willl be borne by the Campaign. Repair, b. Tenant Neglect. Regardless of obligations hereinabove imposed upon the Landlord for repairs and maintenance, Tenant shall be responsible for the cost ofr repairs or damage resulting from the negligent, unlawful or willful acts or omissions ofi its employees, representatives or invitees, except forl loss or damage insurable under the property Landlord's Liability. Landlord shall not be liable to Tenant fori fallure to make repairs or perform maintenance required ofl Landlord unless written notice oft the necessity thereof has been given by Tenant to Landlord, specifying ini reasonable detail the repairs required, and Landlord shall not have made: such repairs within a reasonable period of time sufficient to accomplish such repairs after receipt of such notice, due allowances being made for delays beyond control of Landlord. Landlord's sole obligation for failure to make the repairs shall bet the actual cost oft the repairs and Landlord shall under no circumstances be responsible for any consequential damages suffered by Tenant. If Landlord shall have failed to perform required repairs within such reasonable period of time, Tenant may perform such repairs and shalll be entitled to reimbursement from Landlord fort the costs thereof promptly following submission of an itemized bill and  8. Landlord's Installation, Repair and Maintenance Obligations.  maintenance and operation expenses will be borne by Landlord.  coverage required ofl Landlord under this Lease,  reasonable: supporting documentation.  9. Tenant's Obligations for Repairs and Maintenance.  a. Tenant, at its own expense, shall be responsible for all exhibition maintenance and upgrades, communication costs, including repairs and maintenance fort telephone, internet, cable, radio and pager: services; alll licensing requirements related thereto, and similarly related expenses, and all daily porter( (during operating hours) janitorial service.    b. Tenant, ati its own expense, shall keept the interior of the Premises in good repair, except where: such repairs and maintenance are the obligation ofl Landlord under this Lease, and shall at allt times keep its owni furniture, fixtures, equipment and exhibitions in good order and repair. Tenant shall promptly cause repairs to be madei to the Premises resulting from damage obligating the Tenant to make such repairs.  10. Tenant Alterations Subsequent to Initial Occupancy.  a. Pursuant to the provisions of Paragraph 3 ofthis Lease, Landlord and Tenant willl have approved the initial build-out oft the Premises as required to ber made by Landlord under this Lease as part of Landlord's Work. Such build-outi includes, buti is notl limited to, the items identified in Paragraph 8(a) and alli interior walls (except removable partitions which are the responsibility oft the Tenant), restroom facilities, mezzanine and mezzanine level facilities (ifa any) and any similar permanent build-out items. b. Tenant shall not make any structural alterations to the initial build-out of the Premises without the consent of the Landlord, which consent shall not be unreasonablys withheld. Such structural alterations shall be made only at Tenant's expense unless the Landlord and" Tenant mutually agree that alterations aret fort the benefit of both parties and both parties agree to a cost sharing arrangement. IfLandlord consents to such alterations before commencement of any suchy work or delivery of materials into the Premises or the building, Tenant shall furnish to Landlord for approval: architectural plans and specifications, names and addresses ofa all contractors, contracts, necessary permits and licenses, certificates ofi insurance and instruments of indemnification against any and all claims, costs, expenses, damages and liabilities which may arise in connection with such work, all as may be satisfactory to Landlord. Alls such alterations shall be subject to the reasonable approval of Landlord's: architect and Tenant shall be responsible for any costs incurred by Landlord to: such architect. Notwithstanding anything herein contained, nothing! herein shall be deemed to require Landlord's consent for decorative alterations such as installation of wall coverings, hanging, paintings, prints or other wall hangings, painting of walls or similar alterations affecting only thei interior of the Premises, nor: shall anything herein be deemed to require Landlord's consent for the installation from time to time of Tenant's exhibits and removable facilities, including any With respect to any improvements by Tenant within the Premises, Tenant shall, upon request, provide Landlord with reasonably satisfactory evidence of Tenant's ability to payf fors such work and materials in full and Tenant shall not permit any contractors or material liens to attach to the building or the Premises or shall within ten (10) days cause the same to be bonded or otherwise discharged. Tenant will hold Landlord, and its respective officers, agents and employees harmless against all claims and liabilities of every kind, nature and description which may arise out of, ori in any way be connected with such work. All such work shall be in compliance with all applicable legal, governmental: and quas-governmental requirements, ordinances and rules, and all requirements of applicable insurance companies. Such work will be done ina a good and workmanlike manner with the use of good grades of materials equivalent to those initially used throughout the building. Tenant shall permit Landlord reasonable rights of  necessary temporary walls associatedi with temporary exhibits.  inspection to assure compliance with this Paragraph.  11. Utilities. Except as otherwise provided herein, Landlord shall be responsible for providing and paying for watera and sewer service, natural gas service, electrical utility service, security service,    facility service lighting andf fixture and bulbi replacement cost andi installation. Landlord shall furnish heating anda air conditioning tot the Premises comparable to that provided in other Class Abuildings. Tenant: shall be responsible for Landiord's: actual cost of providing heating and air conditioning that is made necessary by" Tenant'sr misuse oft the Premises or the utility services. Tenant shall also be responsible fora all costs of maintenance and usage of communication systems, including telephone, internet, cable, radio and pager service and any similar service, andi fori thei installation of any wiring and conduits for such services after thei initial installation of 12. Taxes. Landlord shall be responsible for and shall pay, prior to delinquency, any ad valorem taxes and assessments for the building and the Premises. Tenant shall pay, prior to delinquency, all taxes and assessments ofe every kind or nature imposed or assessed with respect to furnishings, fixtures, equipment and other property oft the Tenant placed in the Premises. a. Landlord will keep the building and the Premises (except as hereinafter provided) insured against loss or damage by fire and other casualties insurable under an' "all risk" policyi in an amount determined byl Landlord, but which shall be reasonably calculated tor repair or replace the building and Premises int the event of such casualty loss, Nevertheless, if such insurance proves to bei insufficient, Landlord shall not be required to use or appropriate funds in excess oft the amount ofi insurance to effect any necessary b. Landlord shall obtain and maintain adequate public liability insurance for any losses, damages or claims occurring within and outside the building Premises. Such insurance shall be in an amount notl less than One Million Dollars ($1,000,000) per incident. Tenant shall obtain and maintain insurance against any casualty losses to furniture, fixtures, equipment, inventory and exhibits. The amount of such insurance shall be reasonably calculated to effect repair or replacement thereof in the event of loss, sO that Tenant shall be able to resume its normal operations in at timely manner. Nevertheless, ifs such insurance prove to bei insufficient, Landlord shall not be required to use or appropriate funds in excess oft the amount ofi insurance to effect any necessary d. Tenant shall maintain public liability insurance against losses and claims occurring within the Premises, insuring both Landlord and Tenant, in an amount of notl less than One e. All property insurance coverage required ofl Landlord or Tenant under this Lease shall contain waivers of subrogation against Landlord and Tenant and their employees and Policies required hereunder ofe either Landlord or Tenant may be obtained under blanket policies, and ini the case ofl Landlord, under a risk management facility for municipalities. a. Ift the Premises is damaged by fire or other casualty, but is not rendered substantially untenantable, then Landlord shall diligently proceed to repair and restore the damaged portions thereof, other thant the leasehold improvements installed by Tenant, to substantially the: same condition as existed immediately prior to such fire or casualty. In  wiring and conduits ini the build-out ofthel Premises.  13. Insurance.  repairs or replacements.  repairs or replacements.  Million Dollars ($1,000,000) per incident.  agents.  14. Damage by Fire or Other Casualty.  such event, this Lease shall continue in full force and effect.    b. Ift the Premises is rendered substantially untenantable byf fire or other casualty, but the damage is such that can be reasonably repaired or restored toi its condition prior to the fire within a period ofr nine (9) months from the date oft the casualty loss, then Landlord shall undertake to make such repairs and restoration to the extent that casualty insurance maintained byi It is available for such repair or restoration and this Lease shall Ifthe Premises are made substantially untenantable by fire or other casualty sO that it cannot reasonably be restored within a period of nine (9) months from the date oft the casualty, then either party, by written notice to the other giving notr more than ninety (90) days following the date of the casualty, may elect tot terminate this Lease. Ifnotso terminated, Landlord will proceed to restore the building and the Premises to the condition as existed immediately prior to the casualty, tot the extent that the casualty insurance maintained byi it is available for such repair or restoration. d. Notwithstanding anything herein contained, if during the last two (2) years of ane existing term, the Premises are damaged to the extent of more thant twenty five percent (25%) ofthe reasonable value oft thei improvements, Landlord shall be under no obligation to repair and replace said Premises, unless Tenant within thirty (30) days after demand of Landlord, extends the Lease fort the period oft the first renewali term then authorized. e. Ifall or any part of the Premises are damaged byi fire or other casualty and this Lease is not terminated, Tenant shall promptly and with due diligence repair and restore its leasehold improvements, personal property, furniture, fixtures and equipment and exhibits for the continued operation oft the facility pursuant toi this Lease.  continue in effect.  15. Eminent Domain. In the event the whole of the Premises, (or such as substantial part thereof that they are rendered unsuitable for Tenant's usage) shall be taken by any public authority undert the power ofe eminent domain or like power, this Lease shall terminate as oft the date possession thereof shall be required tol be delivered to the appropriate party. Ini the event of only ap partial taking under such power, which does not materially render the Premises unsuitable for Tenant's usage, this Lease: shall not terminate. Landlord shall be entitled to any awards for damages under the power of eminent domain for the taking oft the Premises; Tenant shall be entitled to such awards for damages as may be allowed for taking ofa any of the 16. Entryoflandlord for Inspections. Landlord may, ata all reasonable times and inany reasonable manner, enteri the Premises to inspect and protect the Premises or any ofi its equipment thereon, effect compliance with any law, order or regulation ofa any lawful authority, make and supervise repairs, alterations and additions, and, during the last six (6) months prior to the expiration of the term oft the Lease (or such earlier time int the event of Tenant default) show the Premises to others and affix to any suitable part oft the Premises notice of the availability oft the Premises. Notwithstanding, in the exercise ofi its rights hereunder, Landlord shall not interfere  furniture, fixtures or equipment that may result therefrom.  with Tenantsoperations in the Premises.  17. Default and Remedies.  à. Tenant's Default. IfTenant fails to pay any rent or other amount due hereunder and such failure shall continue for ten (10) days after Tenant is given written notice ofs such failure; fails to observe or perform any oft the other covenants or conditions oft this Lease to be observed or performed by Tenant and fails to cure. such default within thirty (30) days after Tenant is given written notice of such failure, is adjudicated bankrupt or    insolvent according to law or makes any assignment for the benefit of creditors, or terminate this lease and Tenant's right of possession of the Premises, and recover all damages to which Landlord is entitled under law; ii. terminate Tenant'sr right of possession of the Premises without terminating this Lease, in which event Landlord may, but shall not be obligated to, relent all or part of the Premises for the account of Tenant, for such rent and term and upon such terms and conditions as are acceptable to Landlord; or ili. exercise such other rights and remedies as may be available at law ori in equity. b. Landlord's Default. IfLandlord fails to observe or perform any oft the covenants or conditions of thisl Lease to be observed or performed by Landlord andi fails to cure such default within thirty (30) days after Landlord is given written notice ofs such failure, then Cure the default and recover from Landlord the reasonable and necessary costs ii. Exercise such other rights and remedies as may be available at law ori in equity.  vacates or abandons the Premises, then Landlord may:  Tenant may: thereof; l. Terminate this Lease; or  18. Sole Location Within Target Area. Landlord and Tenant acknowledge that the Children's Museum to be operation by Tenant may be one ofs several such facilities operated by Tenant in other locations. Nevertheless, Tenant agrees that the Premises shall bet the sole location for such facility within the target area fori its proposed usage, generally Richmond County. During the term of the Lease, as the same mayl bee extended, Tenant agrees that it will not operatea similar Children's Museum within that target area. Further, att the end oft the term oft the Lease, or upon any earlier termination oft the Lease, unless occasioned by Landlord's default, Tenant shall not operate a similar facility within thei target area for a period of one (1) year after the  expiration or termination of this Lease.  19. Hazardous Materials.  a. Tenant shall not use the Premises for producing, storing, disposing of or otherwise generating any toxic or hazardous substance on the Premises, nor willTenant use the Premises for any purpose that poses a substantial risk or damage to public! health, public safety or environment;: and Tenant further agrees to defend, indemnify and save harmless Landlord from any claims or demands arising from such generating, storage or disposal ofa anys such toxic or hazardous materials, in ort from the Premises duringt the b. Thei indemnification provisions of this Paragraph 19 shall survive the expiration or  term oft the Lease. termination oft this Lease.  20. Signage. Tenant shall be responsible for all: signage within the Premises. Landlord shall provide appropriate signage, with Tenant'sadvance approval, within the City of Rockingham designating the location oft the Children's Museum. Landlord willi further provide directional signage from major roadways and othert transportation corridors to the Children's Museum. Tenant is  responsible for providing any temporary external signage.  21. Indemnity and Waiver.  a. Tenant agrees to defend, indemnify, and hold harmless Landlord, its officers, employees and agents, from and against any and all liabilities, claims, demands, costs and expenses    ofe every kind and nature (including attorney's fees) arising from anyi Injury or damage to any person, (including death), property or business () sustained in or about the Premises, (i) resulting from the negligence or willful act ofTenant, itse employees, agents, servants, invitees, licensee or sub-tenants, or (il) resulting from the failure of Tenant to perform its obligations under this Lease. In case ofa any action or proceeding brought against Landlord, its employees, officers, or respective agents, by reason ofany such claim, upon written notice from Landlord, Tenant covenants and agrees to defend such action or proceeding using counsel reasonably satisfactory to Landlord. Notwithstanding anything to the contrary contained in the foregoing, Tenant shall not be obligated to defend, indemnify or hold harmless Landlord from or against any liability, claim, demand, cost or expense caused by Landlord's sole negligence ofv willful b. To the full extent permitted by law, Tenant hereby releases and waives all claims against Landlord, its officers, employees and agents, for Injury or damage toi the person, property or business sustained in or about the Premises by Tenant, agents, or employees, other than damages caused byt the negligence, willful misconduct, or breach ofthisl Lease of or by! Landlord or its officers, employees, or agents.  misconduct.  22. Tenant's Property. Alle exhibits, furniture, fixtures and equipment int the Premises, which are supplied ori installed at the sole expense of Tenant, shall remain Tenant's property. Tenantr tmay remove these items prior to the expiration or termination of this Lease; provided that Tenant shall immediately repair or reimburse Landlord fort the costs ofr repairing damage or defacement caused by such removal. Otherwise, such items shall become Landlord's property. Tenant shall be and remain the sole owner of all trademarks and service marks used by Tenant toi identify the Children's Museum, including, but not limited to, "Discovery Place KIDS". 23. Quiet Possession. IfTenant shall pay the rent and perform and observe all oft the other covenants and conditions to be performed by Tenant hereunder, Tenant shall at all times during the term hereof have the peaceable and quiete enjoyment of the Premises without interference of the Landlord or any person claiming through Landlord, subject, however, to the terms ofthis Lease Agreement and any mortgage or deeds of trust as provided hereafter. 24. Subordination and Attornment. Tenant agrees that this Lease is subject and subordinate to any mortgage or mortgages which may hereafter affect the real property ofwhich the Premises form a part andi to all renewals, replacements and extensions thereof; provided that each mortgagee enters into a non-disturbance agreement which will protect Tenant's continued occupancy under the terms oft this Lease for so long as Tenant is not in default hereunder beyond any applicable cure period, notwithstanding any foreclosure oft the mortgage. This clause shall be self-operative and not further instrument or subordination shall be required by any mortgagee. Tenant agrees to attorn to the mortgagee, trustee, or beneficiary under any such mortgage or deed of trust and to the purchaser at a sale pursuant toi thei foreclosure thereunder, providing that such documents shalli include ar non-disturbance agreement as to the 25. Notices. Any notice required or permitted tol be given under this Lease shall bei in writing and shall deem to have been given when deposited in the United States Mail, registered or certified mail, postage prepaid, by deposit with any reputable, national, "next day" delivery service, such as Federal Express or UPS, or by hand delivery, delivered and addressed: as follows:  rights of the Tenant hereunder.    Ast tol Landlord: City of Rockingham 514 Rockingham Road Rockingham, NC28379 Attention: City Manager As to Tenant: Discovery Place, Inc. 301 N. Tryon Street Charlotte, North Carolina 28202 Attention: Chief Operating Officer  Either party may, from time to time, by notice as herein provided, designate a different address 26. Assignment and Subletting. Tenant shall not assign this Lease nor sublet all or any portion oft the Premises, or otherwise transfer any right ori interest hereunder without Landlord'sp prior written consent which shall not be unreasonably withheld, and any such approval shall be effective only for the particular instances described int the consent. Ini the event ofany such assignment or subletting, Tenant shall nevertheless remain liable fort the performance of all covenants and Notwithstanding the foregoing, Landlord acknowledges that Tenant intends to create another entity to occupy the Premises and operate the Children's Museum therein. Landlord herewith consents to such assignment to the related entity to be created, provided that" Tenant remains 27. Governing Law and Interpretation, This Lease shall be governed by and interpreted under the laws of the State of North Carolina, and the sole venue for the litigation ofany disputes between 28. Miscellaneous. Headings are for convenience only and are not to be construed as parts of the particular Paragraph to which they refer. Any separate or attached sketch, drawing plan, specification, rider or schedule shall be deemed an original part oft this Lease and shalll be initialed by the parties. Failure ofe either party to insist upon strict performance of any of the covenants or conditions ofi this Lease or the exercise ofa any option herein conferred in any one orr more instances shall not be construed as a waiver or relinquishment of any such covenant, 29. Successors. This Lease shall be binding upon and shalli inure to the benefit oft the parties hereto and their respective successors and permitted assigns, except as otherwise provided in this 30. Short Form Memorandum. The parties shall execute andi file al Memorandum or short form of this Lease, which shall include such provisions hereof as either party may wish to be 31. Joint Efforts. Landlord and Tenant will cooperate inj joint efforts to assure the successful opening and ongoing operations of the Children's Museum. The parties wille establish a working executive team with representativest from each party to meet on a periodic basis to assist in the  to which notices may be sent.  conditions oft this Lease.  liable to Landlord for all of the Tenant's obligations hereunder.  the parties shall be Richmond County, North Carolina.  condition or option, but the same shall remain in fulli force and effect.  Lease.  incorporated or which are required by lawi for notice,    implementation oft the Children's Museum. This team will attempt to address and make recommendations for the resolution ofany problems that arise during the construction,  opening, or operation oft the Children's.Museum. Tot this end:  a. Landlord will:  Renovate the Premises with a high visibility in the downtown area of the City of ii. To the extent permissible and practicable, assist in Tenant's efforts to raise capital funds to open and operate a Children's Museum in the Premises; iii. Assist Tenant in realizing and maintaining a constructive, workingrelationship iv. Assist Tenant in its community research, facility planning research and program i. Use its best efforts to raise adequate capital to open and continually operate a first-class, state-of-the art Children's Museum in accordance with this Lease; ii. Plan, implement: and manage the day-to-day operation oft the Children's Museum ini the Premises in accordance with this Lease; and ili. Ber responsible for ongoing marketing and promotion oft the Children'sMuseum int the Premises in accordance withi this Lease.  Rockingham;  with the community; and development research.  b. Tenant will:  32. Time of Performance. Time is oft the essence oft this Lease and the performance of all obligations hereunder. However, except with respect to the payment ofr money, the time allowedi to either party for performing its obligations under this Lease shall be extended byt the number of days of delays resulting from force majeure. As used in this Lease, "Force Majeure" means with respect to delays affecting the performance ofc one party (a) unreasonable interference by the other party or a separate contractor employed by the other party, or (b): acts of God, governmental restrictions, war or enemy action or invasion, terrorism, civil commotion, insurrection, malicious mischief, sabotage, labor disputes, fire or other casualty, condemnation, or other causes beyond the control of the delayed party. Ifa partyi intends to claim entitlement to an extension, that party must give notice to the other party within thirty (30) days after the later of( (1) the occurrence of the Force Majeure event or (i) the date on which the claiming party first recognizes the Force Majeure condition giving rise to the claimed extension. The notice shall include an estimate of the probable effect and extent oft the delay caused by the Force Majeure event. Ifadverse weather conditions are the basis for a claimed extension, the claim must ultimately be documented by data substantiating that weather conditions were abnormal for the period oft time, could not have been reasonably: anticipated and had a material adverse 33. Brokers. Each party represents and warrants to the other party that it has not engaged any person, firm or entity to serve or act asa a broker, agent or finder with respect to this Lease. Each party agrees to defend, indemnify and hold harmless the other party from and against any claim, damage, loss or expense resulting from the breach of the representation and warranty set  effect on the scheduled performance.  forth in this Paragraph.  INI WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed effective the date first  above written.    City of Rockingham, al North Carolina municipal corporation  By:  hER Name MOWTY RCRUAp Title CITY MMAGGR  iscoveryPlaçe, Inc. a North Carolina nonprofit corporation  NamelkJohn! . Mackay, Jr. Title: President and CEO    EXHIBIT B  TENANT's MINIMUMI PROGRAM REQUIREMENTS  Space Needs Lobby Lobby/Program Storage Exhibition Space Lab Space Vending/Snack Area Public Restrooms Family Restroom/Nursing: Area Office Back of House Classroom 1 Classroom 2 Kitchen Space for Classrooms Exhibit Shop Storage/Loading Dock Janitor's Closet Server/Telephone Electnca/Mechanical Riser Elevator/Elevator Service Room  Approximate Size Required (square feet)  600 450 13,000 280 300 As determined by code 200 800 400 400 75 1,280 150 80 400  As determined by existing condition As determined by existing condition    DEPARTMENTAL ACTIVITY REPORTS  for  COUNCIL'S INFORMATION    ROCKINGHAM cIy LOOKING FORWARD W.D. Kelly, Chiefof! Police  Rockingham Police Department  To: Monty Crump From: W. D. Kelly Chief of Police Date: September2, 2021 Ref: August Activity Report  On behalf of the Rockingham Police Department, I am pleased to submit this report for your consideration. The following activities have been undertaken by officers of the Rockingham Police Department.  Total Calls for the Month: Public Service Calls INCLUDES Alarms, Unlocks and Battery Boosts) Charges Generating Arrest: Felonies: Misdemeanors: Drug Violations: Juvenile: Warrants Served: Citations:  1457 424 29 29 01 09 106 50 54 05 22 160  Accidents eported/Investigated: Property Damage only: Personal Injury: Officer Hours Spent in Court: Officer Training Hours Logged  311E. Franklin Street, Rockingham, N.C. 28379 Phone (910) 895-2468 Fax (910) 895-0899 mgerocknghompdcom    FVA  FIRE CHIEF HAROLDI ISLER ADMIN.ASST. KRISTYI PLAYER  I FIRE DEPT. August-21  We are pleased to submit the monthly fire report on the activities undertaken by the Rockingham  Fire Department during the month of August 2021.  Total Alarms: Turn In Alarms: Wrecks: Service Call: Power line down: 3 Cooking fire: Electrical:  34 2 8 3 0 1  In Town: Silent Alarms: Alarm Malf: Vehicle fire: Assist Ems: Co detector: Smokelodor removal:  34 32 10 1 0 0 1  Out of Town: Structure: Good Intent: Trash/outside fire: 1 Gas Leak/Spill: Assist Police: Land Search:  0 2 3 0 0 1  Hours Spent on Calls: 16 hours 43 minutes Total Property Exposed to Fire: Total Property Damaged by Fire: Total Property Saved:  $9,500.00 $9,500.00 $0.00  During the month of August full time members of thet fire department averaged 43 training hours  per person; part-paid members averaged 7 hours per person for the month.  Respectfully Submited, a Fire Chief Harold Isler  231 S. LAWRENCE ST. ROCKINGHAM. NC. 28379 L 910-997-4002    Monty R. Crump City Manager  ROCKINGHAM A CITY LOOKING FORWARD  To: From: Date: Subject:  Monty Crump, City Manager Dave Davis, Parks and Recreation Director September 7, 2021 Activity Report  The following is an update on current Parks and Recreation activities.  Youth Soccer - All aspects of this very popular sport are falling into place as we begin our  twenty-eight season on Saturday, September 11th.  Approximately 425 children are registered to participate and if everything progresses  accordingly we: should complete our season the latter part of October.  Youth Volleyball - Registration begins on Monday, September 20t.A After six seasons of solid enrollment we are hopeful this program is establishing a good foundation for continued grow Hinson Lake - Reservations are in place for every week-end through the end of this calendar year. Additionally, this facility will play host to the annual ultra-marathon race the weekend  of September 25th.  514 Rockingham Road, Rockingham, NC 28379 - Phone (910)895 9088 . Fax (910) 9976617-www.gorockingham.com