1. Contract Term. The term of this Lease shall be for one (1) year, beginning on, 20, and ending on, 20.

Transcription

1 STATE OF NORTH CAROLINA GUILFORD COUNTY GUILFORD COUNTY CONTRACT NO. FARMLAND LEASE AGREEMENT LEASE AGREEMENT FOR FARMLAND AT: (PROPERTY ADDRESS) THIS FARMLAND LEASE AGREEMENT is hereby made, entered into, and effective as of this day of, 201, by and between GUILFORD COUNTY, a body politic and corporate of the State of North Carolina, hereinafter referred to as the LESSOR, and, a, hereinafter referred to as the LESSEE, and also collectively referred to as the Parties. WHEREAS, according to the provisions set forth herein and for consideration received, the Parties hereby acknowledge, that LESSEE shall lease from the LESSOR existing Farmland, located at and as may be shown on Exhibit A, which is attached hereto, being acres more or less, and situated in Guilford County. NOW, THEREFORE, the Parties agree to the following terms and conditions regarding lease of the subject Property, which shall be used solely for Agricultural Purposes: 1. Contract Term. The term of this Lease shall be for one (1) year, beginning on, 20, and ending on, Renewal. The tenancy provided for in this Lease expires on the expiration date of the initial term stated above, but it is expressly understood that LESSEE, if not in default hereunder, shall have the option for renewing this Lease for up to four (4) additional one (1) year periods, provided that LESSEE notifies LESSOR in writing of LESSEE s intention to renew at least ninety (90) days prior to expiration of the current Lease term, and upon mutual Agreement of the Parties set forth in a written Contract Agreement executed by both Parties. 3. Rental Payment. The rental amount under this Lease shall be $ per acre of land, which translates to $ annually. Monthly rental payments of $ shall be paid to LESSOR (GUILFORD COUNTY) by LESSEE no later than the 10 th of each month at the address for Guilford County Property Management and Facilities Department shown in Paragraph No. 4 herein. In the event of late payment, interest charges shall accrue at the rate of 18% per annum. The required rental payments shall be made by LESSEE to GUILFORD COUNTY (LESSOR), without demand or monthly invoices being provided by 1

2 FARMLAND LEASE AGREEMENT LESSOR. Should receipt of LESSEE s rental payment to LESSOR be more than thirty (30) days late, the LESSEE will be considered to be in breach of this Lease Agreement and LESSOR may proceed to terminate this Lease as provided herein and subject to North Carolina law. 4. Notices. Except where otherwise stated herein, all notices, correspondence, and payments pursuant to this Lease Agreement shall be in writing and delivered personally or mailed or delivered to the following address for the Parties. Either Party may change such address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of three (3) days after mailing. Notices shall be sent to the following: Notices to LESSOR: with a copy to: Notices to LESSEE: Attention: Marty K. Lawing Guilford County Manager GUILFORD COUNTY 301 West Market Street, 2 nd Floor Greensboro, N.C Attention: Robert McNiece Guilford County Facilities Director GUILFORD COUNTY PROPERTY MANAGEMENT AND FACILITIES DEPT. 301 West Market Street, 4 th Floor Greensboro, N.C Attention: Title: Legal Company Name: Address: City, State, Zip code: 5. Termination. This Lease may be canceled by LESSEE upon ninety (90) days written notice to LESSOR. Should LESSEE terminate this Lease early, advance rental payments paid by LESSEE to LESSOR for the terminated Lease period, if any, shall be forfeited by LESSEE. The LESSOR may cancel this Lease during the initial term upon thirty (30) days written notice to LESSEE if the terms of this Lease are breached. Breach of this Lease Agreement shall exist for reasons of (a) non-payment of rental fee or more than thirty (30) days 2

3 FARMLAND LEASE AGREEMENT late payment of rental fee by LESSEE, (b) use of the premises for purposes other than Agricultural Purposes consistent with a bona fide farm by LESSEE, (c) LESSEE not maintaining the Property as described herein, or (d) LESSEE fails to maintain liability insurance coverage as required hereunder. Should any of these events occur, the LESSOR may proceed to terminate this Lease as provided herein. The LESSOR may cancel this Lease for any reason upon ninety (90) days written notice to LESSEE. Should LESSOR terminate this Lease early, any advance rental payments which have been paid by LESSEE to LESSOR for the terminated Lease period, if any, shall be refunded to LESSEE by LESSOR within thirty (30) days of date of termination of this Lease Agreement. 6. Surrender. Upon the expiration of or the termination of this Lease, LESSEE shall peacefully and quietly leave and surrender the premises to LESSOR in good order and repair, and in the same condition as when delivered to the LESSEE. LESSEE shall retain the ownership of and has the right to remove all movable equipment and supplies placed on the premises by LESSEE, provided LESSEE repairs any damage to the Property resulting from such removal. 7. Care of Premises. LESSEE agrees to maintain and keep the Property and its dirt roads in reasonable repair and condition at the LESSEE s expense. The LESSOR is not responsible for fencing, irrigation, or other improvements to the Property. There shall be no dumping of trash, debris, limbs, stumps, or other waste material on the Property. There shall be no fences or structures permanent in nature erected within the leased area without the express permission of the LESSOR. LESSEE is expected to implement all best management farming practices to capitalize the value of the land. LESSEE is expected to coordinate with all other adjacent property Lessees with the Guilford County farm to collaboratively help raise produce yield and value of the land. Additional Annual Maintenance Responsibilities, if any, shall be listed on and attached hereto as Exhibit B. 8. Lawful Land Use and Responsibilities. LESSEE s use of the Property shall not interfere with LESSOR s intended uses for open space or public trails. The leased acres shall be used strictly for purposes as Agricultural Land and uses prohibited by law on GUILFORD COUNTY Open Space Property shall not be allowed, including but not limited to, uses such as hunting, off-road vehicle use ( 4-wheeling ), cutting of timber, and consumption of alcoholic beverages. The leased acres shall be strictly farmed using the most efficient methods consistent with organically driven principles. All current best management practices within the Soil and Water Conservation Plan, approved by staff of Guilford County Soil and Water and the Guilford County Director of Facilities and Property Management or their designee, will be instituted. LESSEE will be directly responsible for sufficient documentation needed to meet all organic 3

4 FARMLAND LEASE AGREEMENT regulations. LESSEE is responsible for the entirety of the leased Property, including and up to all roads and access points. 9. Environmental Laws. The LESSEE agrees to comply at all times with federal, state and local rules, regulations, statutes, ordinances and directives that may now or hereafter be applicable to the leased premises and that are related to hazardous or toxic materials, pollution control, and environmental matters which include, but may not be limited to (a) any laws and regulations governing water use, groundwater, wetlands and watersheds associated with the leased premises; (b) any pesticides, fertilizer, or chemical record-keeping and reporting laws and regulations; (c) any pesticide, fertilizer, or chemical applicator licensing laws and regulations; and, (d) the Worker Protection Standard for Agricultural Pesticides. The LESSEE further agrees to be in strict compliance with all manufacturers label instructions, use requirements and precautionary statements and warnings. LESSEE will use the utmost care in the handling and application of any pesticides, fertilizers and chemicals to protect all persons upon the leased premises and the environment, and will dispose of all pesticide, fertilizer and chemical containers only in a lawful manner and will not dump, bury or burn said containers on the premises. 10. Sublet, Assignment, Assumption. This Lease cannot be sublet, assigned or assumed without LESSOR s written approval. If LESSEE should undergo merger, acquisition, bankruptcy or any change in its ownership or name for any reason, LESSEE must notify LESSOR in writing of these changes and provide LESSOR with legal documentation supporting these changes, such as an Assumption Agreement, Bill of Sale, Articles of Incorporation, Articles of Amendment, sales contract, merger documents, etc. Further, LESSEE will submit the name and address of the assuming entity s registered agent for service of process and/or all notices required under this Lease Agreement. 11. Independent Contractor/Indemnification. LESSEE shall operate as an independent contractor for all purposes. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the LESSOR or any of their agents or employees and LESSEE, or any of their agents or employees. LESSEE is an independent contractor and not an employee, agent, joint venture or partner of the LESSOR. LESSEE agrees to make no representations to the contrary. This Lease is entered into upon the express condition that the LESSEE shall indemnify LESSOR and hold LESSOR harmless from all liabilities, claims, expenses for damages or loss by LESSEE. 12. Right of Entry. While this Agreement is in effect, both Parties and their authorized agents and employees shall have the right to access the Farmland for legitimate purposes. The LESSOR and its representatives and/or agents may enter said premises at any reasonable time for the purpose of inspecting the land relating to the performance of maintenance activities on the Property and to ensure compliance with the Lease. 4

5 FARMLAND LEASE AGREEMENT 13. Access. All Property leased will be granted sufficient access through all visible roads. These roads are expected to be shared freely with adjoining lessees and all efforts to collaborate with and maintain roads and property should be pursued. 14. LESSOR s Duties. Except as expressly stated herein, LESSOR and its agents or employees shall have no duties to LESSEE under this Agreement or otherwise related to LESSEE s use of the Farmland. 15. Insurance. While this Agreement is in effect and for so long as LESSEE uses the Farmland, LESSEE agrees that it shall, at its own expense maintain liability insurance covering liabilities arising out of the activities contemplated under this Agreement with limits satisfactory to LESSOR and to promptly provide documentation of same as often as LESSOR may reasonably request. 16. Amendments. All modifications or alterations to this Lease shall be made by written Lease Amendment which shall be signed by both the LESSEE and LESSOR. 17. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement and no intended beneficiaries other than those identified herein. 18. Disclaimer of Warranties/Assumption of Risk. LESSEE acknowledges that it is entirely responsible for determining the suitability of the Farmland for its purposes, has had sufficient opportunity to do so, relies only on its own observations and conclusions as to the suitability of the Farmland, assumes all risks related to the Farmland s current and future suitability, and disclaims any duty on the part of LESSOR, or LESSOR s agents or employees, to inform LESSEE of facts relevant to the suitability of the Farmland. In the event that the Farmland is, or at any time becomes unsuitable for LESSEE s purposes, LESSEE s sole remedy is to discontinue farming on the Property and cancel this Lease Agreement. GUILFORD COUNTY (LESSOR) DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 19. Severability. If any provision of this Lease Agreement is held unenforceable, then such provision will be modified to reflect the Parties intention. All remaining provisions of this Lease Agreement shall remain in full force and effect. 20. Headings/Titles/Wording. Inclusion of titles of paragraphs or section headings, capitalization of certain words or phrases and/or bold face typestyle of certain words or phrases in this Lease Agreement are for convenience purposes only and shall not be used to interpret or construe the provisions of this Agreement. The terms Contract and Agreement have the same meaning and may be used interchangeably throughout this document. The terms Attachment, Exhibit, and Addendum have the same meaning and may be used interchangeably throughout this document. 5

6 FARMLAND LEASE AGREEMENT 21. Entire Agreement. This Lease Agreement, including the Exhibits and/or Attachments, if any, sets forth the entire Agreement between the Parties. All prior conversations or writings between the Parties hereto or their representatives are merged within and extinguished. This Lease Agreement shall not be modified except by a writing subscribed to by all the Parties. 22. Jurisdiction. The Parties agree that this Lease Agreement is subject to the jurisdiction and laws of the State of North Carolina. LESSEE will comply with bid restrictions, if any, and applicable laws, including N.C.G.S (j) regarding E-Verify. Any controversies arising out of this Contract shall be governed by and construed in accordance with the laws of the State of North Carolina. (The remainder of this page is intentionally left blank. This Lease Agreement continues on the following page.) 6

7 FARMLAND LEASE AGREEMENT IN WITNESS WHEREOF, the Parties have caused this Lease Agreement to be executed, all pursuant to authority duly granted, as of the day and year first above written. GUILFORD COUNTY ATTEST: Marty K. Lawing, Guilford County Manager Guilford County Clerk to Board (COUNTY SEAL) LESSEE Legal Name: ATTEST/WITNESS: Printed Name & Title: Printed Name & Title: (CORPORATE SEAL) (Attach if applicable.) (The remainder of this page is intentionally left blank) 7

8 FARMLAND LEASE AGREEMENT Exhibit A Additional Property Description, Map or Plat 8

9 FARMLAND LEASE AGREEMENT Exhibit B Additional Annual Maintenance Responsibilities 9

10 GRAZE LAND LEASE AGREEMENT STATE OF NORTH CAROLINA GUILFORD COUNTY GRAZE LAND LEASE AGREEMENT FOR: (PROPERTY ADDRESS) THIS GRAZE LAND LEASE AGREEMENT is hereby made, entered into, and effective as of this day of, 201, by and between GUILFORD COUNTY, a body politic and corporate of the State of North Carolina, hereinafter referred to as the LESSOR, and, a, hereinafter referred to as the LESSEE, and also collectively referred to as the Parties. WHEREAS, according to the provisions set forth herein and for consideration received, the Parties hereby acknowledge, that LESSEE shall lease from the LESSOR existing Pasture Land, located at and as may be shown on Exhibit A, which is attached hereto, being acres more or less, and situated in Guilford County. NOW, THEREFORE, the Parties agree to the following terms and conditions regarding lease of the subject Property, which shall be used solely for purposes of grazing cattle: 1. Grazing Rights. This Lease Agreement applies to the fenced Pasture owned by GUILFORD COUNTY, as indicated approximately on Exhibit A and located at:. While this Agreement is in effect, the LESSOR agrees that it will: a. Allow LESSEE to permit up to 1 head per acre of its cattle to graze on the Pasture; b. Not cut or mow the Pasture except in designated area such as road frontage; and, c. Not intentionally introduce its livestock nor the livestock of third-parties into the Pasture. While this Agreement is in effect, both Parties and their authorized agents and employees shall have the right to access the Pasture for legitimate purposes. 2. Contract Term. The term of this Lease shall be for one (1) year, beginning on, 20, and ending on, 20. 1

11 GRAZE LAND LEASE AGREEMENT 3. Renewal. The tenancy provided for in this Lease expires on the expiration date of the initial term stated above, but it is expressly understood that LESSEE, if not in default hereunder, shall have the option for renewing this Lease for up to four (4) additional one (1) year periods, provided that LESSEE notifies LESSOR in writing of LESSEE s intention to renew at least ninety (90) days prior to expiration of the current Lease term, and upon mutual Agreement of the Parties set forth in a written Contract Agreement executed by both Parties. 4. Rental Payment. The rental amount under this Lease shall be $ per head of cattle per day, and a minimum of $ annually, for so long as LESSEE s cattle occupy the Pasture. Monthly rental payments of $ shall be paid to LESSOR (GUILFORD COUNTY) by LESSEE no later than the 10 th of each month at the address for the Guilford County Property Management and Facilities Department shown in Paragraph No. 5 herein. In the event of late payment, interest charges shall accrue at the rate of 18% per annum. The required rental payments shall be made by LESSEE to GUILFORD COUNTY (LESSOR), without demand or monthly invoices being provided by LESSOR. Payment shall be accompanied by documentation sufficient to permit LESSOR to verify the amount due. Backup documentation shall be timely supplied upon LESSOR s request. Should receipt of LESSEE s rental payment to LESSOR be more than thirty (30) days late, the LESSEE will be considered to be in breach of this Lease Agreement and LESSOR may proceed to terminate this Lease as provided herein and subject to North Carolina law. 5. Notices. Except where otherwise stated herein, all notices, correspondence, and payments pursuant to this Lease Agreement shall be in writing and delivered personally or mailed or delivered to the following address for the Parties. Either Party may change such address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of three (3) days after mailing. Notices shall be sent to the following: Notices to LESSOR: with a copy to: Attention: Marty K. Lawing Guilford County Manager GUILFORD COUNTY 301 West Market Street, 2 nd Floor Greensboro, N.C Attention: Robert McNiece Guilford County Facilities Director GUILFORD COUNTY PROPERTY MANAGEMENT AND FACILITIES DEPT. 301 West Market Street, 4 th Floor Greensboro, N.C

12 GRAZE LAND LEASE AGREEMENT Notices to LESSEE: Attention: Title: Legal Company Name: Address: City, State, Zip code: 6. Termination. This Lease may be canceled by LESSEE upon ninety (90) days written notice to LESSOR. Should LESSEE terminate this Lease early, advance rental payments paid by LESSEE to LESSOR in excess of the minimum Lease amount stated in Paragraph No. 4 herein for the terminated Lease period, if any, shall be forfeited by LESSEE. The LESSOR may cancel this Lease during the initial term upon thirty (30) days written notice to LESSEE if the terms of this Lease are breached. Breach of this Lease Agreement shall exist for reasons of (a) non-payment of rental fee or more than thirty (30) days late payment of rental fee by LESSEE, (b) use of the premises for purposes other than as Pasture for grazing cattle, (c) LESSEE not maintaining the Property as described herein, or (d) LESSEE s failure to maintain liability insurance coverage as required hereunder. Should any of these events occur, the LESSOR may proceed to terminate this Lease as provided herein. The LESSOR may cancel this Lease for any reason upon ninety (90) days written notice to LESSEE. Should LESSOR terminate this Lease early, any advance rental payments which have been paid by LESSEE to LESSOR for the terminated Lease period, if any, shall be refunded to LESSEE by LESSOR within thirty (30) days of date of termination of this Lease Agreement. Additionally, LESSOR may terminate this Agreement effective immediately upon the delivery of written notice to LESSEE if: a. LESSEE s cattle reduce the height of the forage in any area of the Pasture below 3 inches; b. LESSOR has a good faith belief that a contagious disease exists among one or more of LESSEE s cattle; c. LESSOR has a good faith belief that LESSEE is not adequately monitoring the Pasture and its cattle and responding to the conditions thereof and that such failure poses risk to the safety or health of LESSEE s cattle, to the safety or health of other livestock, or to the safety or health of the public;. 3

13 GRAZE LAND LEASE AGREEMENT d. LESSEE shall use any chemicals or fertilizers which are strictly prohibited and not approved under best management practices; or, e. If monthly logs are not maintained by LESSEE on all herd numbers, vaccinations, etc. 7. Surrender. Upon the expiration of or the termination of this Lease, LESSEE shall peacefully and quietly leave and surrender the premises to LESSOR in good order and repair, and in the same condition as when delivered to the LESSEE. LESSEE shall retain the ownership of and has the right to remove all movable equipment and supplies placed on the premises by LESSEE, provided LESSEE repairs any damage to the Property resulting from such removal. 8. Care of Premises. LESSEE agrees to maintain and keep the Property in reasonable repair and condition at the LESSEE s expense. The LESSOR is not responsible for fencing, irrigation, or other improvements to the Property. There shall be no dumping of trash, debris, limbs, stumps, or other waste material on the Property. There shall be no fences or structures permanent in nature erected within the leased area without the express permission from the LESSOR. Additional Annual Maintenance Responsibilities, if any, shall be listed on and attached hereto as Exhibit B. 9. LESSOR s Duties. Except as expressly stated herein, LESSOR and its agents or employees shall have no duties to LESSEE under this Agreement or otherwise related to LESSEE s use of the Pasture. In particular, and without limitation, GUILFORD COUNTY (LESSOR), the Guilford County Sheriff s Office, and their agents or employees shall have no duty to: a. Monitor the Pasture or LESSEE s cattle; b. Notify LESSEE of conditions related to the Pasture or LESSEE s cattle; c. Notify LESSEE of the escape of its cattle from the Pasture nor secure escaped cattle; d. Monitor, repair or replace fencing; e. Supply forage or water; nor f. Feed, water, examine, treat, control, load, or transport LESSEE s cattle. None of the foregoing duties shall be interpreted to limit any of the other duties, nor shall any of these duties individually, nor all of the duties collectively, be interpreted to impose any duty on LESSOR, and/or its agents and employees, except those as expressly stated in this Agreement. 10. LESSEE s Duties. While this Agreement is in effect and for so long as LESSEE s cattle occupy the pasture, LESSEE agrees that it shall, at its own expense: 4

14 GRAZE LAND LEASE AGREEMENT a. Adequately monitor the Pasture and its cattle; maintain sustainable herd numbers consistent with recommended conservation plan for prescribed grazing sufficient with NRCS standards; institute all best management practices where applicable, including limited usage of chemicals and fertilizers; and not to use any chemicals or fertilizers without the express written permission of LESSOR. b. Ensure positive identification of the cattle occupying the Pasture (and do so in a manner that allows them to be readily distinguishable from LESSOR s cattle or any other lessee s cattle in the event that they become intermingled), maintain records of same, and promptly provide copies of same to LESSOR upon request; c. Strictly disallow cattle believed to be in an unhealthy, unstable or diseased condition to occupy the Pasture (and promptly notify LESSOR s staff in the event that LESSEE has reason to believe that this may have occurred); d. Promptly secure any escaped cattle (and promptly notify LESSOR s staff of both the escape and the return); e. Adequately monitor the Pasture s fencing and promptly repair or replace fencing as necessary to prevent cattle from escaping; f. Feed, water, examine, treat, control, load, and transport its cattle; g. Promptly remove any unhealthy or diseased cattle and the carcasses of any deceased cattle from the Pasture (and promptly notify LESSOR s staff of same); and, h. Not permit its cattle to reduce the height of the forage in any area of the Pasture below 3 inches; and LESSEE is responsible for entirety of leased Property, including all maintenance up to all roads, access points, and borders. 11. Insurance. LESSOR will maintain liability insurance covering liabilities arising out of the activities contemplated under this Agreement with limits satisfactory to LESSOR and to promptly provide documentation of same as often as LESSOR may reasonably request. 12. Removal of Cattle. Upon the expiration or termination of this Agreement, LESSEE will remove its cattle from the Pasture at its own expense, as promptly as possible, and in any event, within seven (7) days of the expiration or termination of this Agreement, whichever comes first. 13. Remedies for Failure to Remove Cattle. If LESSEE fails to remove its cattle as required in the preceding paragraph, LESSOR may allow the cattle to remain in the Pasture or cause the cattle to be removed to a location of its choosing, at LESSOR s option, and LESSOR shall have the right, but not the duty to feed, water, examine, treat, and otherwise maintain the cattle, as all such duties remain with LESSEE. All expenses incurred by LESSOR because of LESSEE s failure to remove its cattle as required by the preceding paragraph and/or because of LESSOR s exercise of its rights under this Agreement, shall be promptly reimbursed to LESSOR by LESSEE. These remedies are not to the exclusion of any other legal recourse. 14. Abandonment. If LESSEE abandons cattle which this Agreement requires it to remove, ownership of such cattle may be forfeited to LESSOR, at LESSOR s election, by the 5

15 GRAZE LAND LEASE AGREEMENT LESSOR providing written notice of such election to LESSEE. For purposes of this paragraph, LESSEE will be deemed to have abandoned the cattle if it fails to remove them from the Pasture, or from such other place where they are then located, within thirty (30) days after the expiration or termination of this Agreement, whichever comes first. In the event of the forfeiture of cattle to LESSOR, the LESSEE shall promptly provide LESSOR with all records which LESSOR may reasonably request concerning the forfeited cattle. These remedies are not to the exclusion of any other legal recourse. 15. Records. LESSEE shall at all times record and maintain documentation of the identity of all cattle that occupy the Pasture at any time, including for each of head of cattle, date in which occupation began, date it concluded, any and all vaccinations and all breeding records. 16. Lawful Land Use and Responsibilities. LESSEE s use of the Property shall not interfere with LESSOR s intended uses for open space or public trails. The leased acres shall be used strictly for purposes as Agricultural Land and uses prohibited by law on GUILFORD COUNTY Open Space Property shall not be allowed, including but not limited to, uses such as hunting, off-road vehicle use ( 4-wheeling ), cutting of timber, and consumption of alcoholic beverages. 17. Sublet, Assignment, Assumption. This Lease cannot be sublet, assigned or assumed without LESSOR s written approval. If LESSEE should undergo merger, acquisition, bankruptcy or any change in its ownership or name for any reason, LESSEE must notify LESSOR in writing of these changes and provide LESSOR with legal documentation supporting these changes, such as an Assumption Agreement, Bill of Sale, Articles of Incorporation, Articles of Amendment, sales contract, merger documents, etc. Further, LESSEE will submit the name and address of the assuming entity s registered agent for service of process and/or all notices required under this Lease Agreement. 18. Independent Contractor/Indemnification. LESSEE shall operate as an independent contractor for all purposes. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the LESSOR or any of their agents or employees and LESSEE, or any of their agents or employees. LESSEE is an independent contractor and not an employee, agent, joint venture or partner of the LESSOR. LESSEE agrees to make no representations to the contrary. This Lease is entered into upon the express condition that the LESSEE shall indemnify LESSOR and hold LESSOR harmless from all liabilities, claims, expenses for damages or loss by LESSEE. 19. Right of Entry. While this Agreement is in effect, both Parties and their authorized agents and employees shall have the right to access the Farmland for legitimate purposes. The LESSOR and its representatives and/or agents may enter said premises at any 6

16 GRAZE LAND LEASE AGREEMENT reasonable time for the purpose of inspecting the land relating to the performance of maintenance activities on the Property and to ensure compliance with the Lease. 20. Access. All Property leased will be granted sufficient access through all visible roads. These roads are expected to be shared freely with adjoining lessees and all efforts to collaborate with and maintain roads and property should be pursued. 21. Amendments. All modifications or alterations to this Lease shall be made by written Lease Amendment which shall be signed by both the LESSEE and LESSOR. 22. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement and no intended beneficiaries other than those identified herein. 23. Disclaimer of Warranties/Assumption of Risk. LESSEE acknowledges that it is entirely responsible for determining the suitability of the Pasture for its purposes, has had sufficient opportunity to do so, relies only on its own observations and conclusions as to the suitability of the Pasture, assumes all risks related to the Pasture s current and future suitability, and disclaims any duty on the part of LESSOR, or LESSOR s agents or employees, to inform LESSEE of facts relevant to the suitability of the Pasture. In the event that the Pasture is, or at any time becomes unsuitable for LESSEE s purposes, LESSEE s sole remedy is to remove its cattle and cancel this Lease Agreement. GUILFORD COUNTY (LESSOR) DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 24. Severability. If any provision of this Lease Agreement is held unenforceable, then such provision will be modified to reflect the Parties intention. All remaining provisions of this Lease Agreement shall remain in full force and effect. 25. Headings/Titles/Wording. Inclusion of titles of paragraphs or section headings, capitalization of certain words or phrases and/or bold face typestyle of certain words or phrases in this Lease Agreement are for convenience purposes only and shall not be used to interpret or construe the provisions of this Agreement. The terms Contract and Agreement have the same meaning and may be used interchangeably throughout this document. The terms Attachment, Exhibit, and Addendum have the same meaning and may be used interchangeably throughout this document. 26. Entire Agreement. This Lease Agreement, including the Exhibits and/or Attachments, if any, sets forth the entire Agreement between the Parties. All prior conversations or writings between the Parties hereto or their representatives are merged within and extinguished. This Lease Agreement shall not be modified except by a writing subscribed to by all the Parties. 27. Jurisdiction. The Parties agree that this Lease Agreement is subject to the jurisdiction and laws of the State of North Carolina. LESSEE will comply with bid restrictions, if any, and applicable laws, including N.C.G.S (j) regarding E-Verify. Any controversies 7

17 GRAZE LAND LEASE AGREEMENT arising out of this Contract shall be governed by and construed in accordance with the laws of the State of North Carolina. (The remainder of this page is intentionally left blank. This Lease Agreement continues on the following page.) 8

18 GRAZE LAND LEASE AGREEMENT IN WITNESS WHEREOF, the Parties have caused this Lease Agreement to be executed, all pursuant to authority duly granted, as of the day and year first above written. GUILFORD COUNTY ATTEST: Marty K. Lawing, Guilford County Manager Guilford County Clerk to Board (COUNTY SEAL) LESSEE Legal Name: ATTEST/WITNESS: Printed Name & Title: Printed Name & Title: (CORPORATE SEAL) (Attach if applicable.) (The remainder of this page is intentionally left blank) 9

19 GRAZE LAND LEASE AGREEMENT Exhibit A Additional Property Description, Map or Plat 10

20 Exhibit B GUILFORD COUNTY CONTRACT NO. GRAZE LAND LEASE AGREEMENT Additional Annual Maintenance Responsibilities 11

21 GREENHOUSE LEASE AGREEMENT STATE OF NORTH CAROLINA COUNTY OF GUILFORD GREENHOUSE LEASE AT: (PROPERTY ADDRESS) THIS LEASE AGREEMENT is hereby made, entered into, and effective as of this day of, 20, by and between GUILFORD COUNTY, a body politic and corporate of the State of North Carolina, hereinafter referred to as LESSOR and, hereinafter referred to as LESSEE, and also collectively referred to as the Parties. WHEREAS, according to the provisions set forth herein and for consideration received, the Parties hereby acknowledge, that LESSEE shall lease from the LESSOR the existing Greenhouse Property located at and as may be shown on Exhibit A, which is attached hereto, being acres more or less, and situated in Guilford County. NOW, THEREFORE, the Parties agree to the following terms and conditions regarding lease of the subject Property, which shall be used solely for the purposes of growing Greenhouse plants: 1. Property Description. The LESSOR hereby leases to the LESSEE, and the LESSEE hereby leases from the LESSOR, the following described Property to be used for Greenhouse and related purposes: The Greenhouse Property is located at and is roughly 4 acres in size, with 5 houses which are approximately 20 x 40. The Condition of the Greenhouses and Facilities are as follows: 3 houses in excellent, very well equipped condition; 1 house in good condition; and, 1 house in fair condition. The LESSOR agrees to provide the following equipment or Facilities: power, heat, water, stocking & growing equipment, including but not limited to, racks, docks, etc. (The LESSEE is responsible for all utility costs associated with this Lease, including the power bill and wood for furnace.) Additional Property description, if any, shall be included on an Exhibit A, which will be attached hereto and incorporated herein by reference. 2. Operation. LESSEE agrees that the leased Property will only be used for Greenhouse and related purposes. LESSEE will be responsible for all costs associated with day to day operations, including but not limited to, personnel, utility costs, all growing & planting materials and any labor and additional equipment needed. LESSEE agrees that the Property will not be used for any illegal activities.

22 GREENHOUSE LEASE AGREEMENT 3. Use and Care of Premises. The LESSEE agrees to maintain and keep the Property in reasonable repair and condition at the LESSEE s expense. The LESSEE may provide unskilled labor and equipment necessary in making minor repairs and improvements to maintain the Property during the Lease period, normal wear and depreciation expected. The LESSOR is not responsible for fencing, irrigation or other improvements to the Property. There shall be no dumping of trash, debris, limbs, stumps or other waste material on the Property. There shall be no fences or structures permanent in nature erected within the Lease area without express permission from the LESSOR. LESSEE is expected to implement all best management practices to carry out practices consistent with organic principles and optimize growth of crops. LESSEE is expected to coordinate with all other adjacent property Lessees within the GUILFORD COUNTY farm to collaboratively help raise produce yield and value of the land. Additional Labor or Annual Maintenance Responsibilities, if any, shall be listed on and attached hereto as an Exhibit B. 4. Contract Term. The term of this Lease shall be for one (1) year, beginning on, 20, and ending on, Renewal. The tenancy provided for in this Lease expires on the expiration date of the initial term stated above, but it is expressly understood that LESSEE, if not in default hereunder, shall have the option for renewing this Lease for up to four (4) additional one (1) year periods, provided that LESSEE notifies LESSOR in writing of LESSEE s intention to renew at least ninety (90) days prior to expiration of the current Lease term, and upon mutual Agreement of the Parties set forth in a written Contract Agreement executed by both Parties. 6. Rental Payment. The rental amount under this Lease shall be $ annually. Monthly rental payments of $ shall be paid to LESSOR (GUILFORD COUNTY) by LESSEE no later than the 10 th of each month at the address for Guilford County Property Management and Facilities Department shown in Paragraph No. 8 herein. In the event of late payment, interest charges shall accrue at the rate of 18% per annum. The required rental payments shall be made by LESSEE to LESSOR (GUILFORD COUNTY) without demand or monthly invoices being provided by LESSOR. Should receipt of LESSEE s rental payment to LESSOR be more than thirty (30) days late, the LESSEE will be considered to be in breach of this Lease Agreement and LESSOR may proceed to terminate this Lease as provided herein and subject to North Carolina law. 7. Security Deposit. There shall be a security deposit in the amount of one month s rental payment. If, at the end of the Lease period, the condition of the Property exceeds reasonable condition, the LESSOR may use the LESSEE s security deposit to apply towards repair of any damages to the Property. If LESSEE has not made rental payment to LESSOR as agreed, LESSOR may use the LESSEE s security deposit to apply towards LESSEE s unpaid rent. If the Property is in reasonable condition at the end of the Lease period and LESSEE has made rental payments as agreed upon, the LESSOR will return the security deposit to LESSEE within thirty (30) days from the date that LESSEE exited the premises. 8. Notices. Except where otherwise stated herein, all notices, correspondence, and payments pursuant to this Lease Agreement shall be in writing and delivered personally or mailed or delivered to the following address for the Parties. Either Party may change such address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of three (3) days after mailing. Notices shall be sent to the following:

23 GREENHOUSE LEASE AGREEMENT Notices to LESSOR: with a copy to: Notices to LESSEE: Attention: Marty K. Lawing Guilford County Manager GUILFORD COUNTY 301 West Market Street, 2 nd Floor Greensboro, N.C Attention: Robert McNiece Guilford County Facilities Director GUILFORD COUNTY PROPERTY MANAGEMENT AND FACILITIES DEPT. 301 West Market Street, 4 th Floor Greensboro, N.C Attention: Title: Legal Company Name: Address: City, State, Zip code: 9. Termination. This Lease may be canceled by LESSEE upon ninety (90) days written notice to LESSOR. Should LESSEE terminate this Lease early, advance rental payments paid by LESSEE to LESSOR for the terminated Lease period, if any, shall be forfeited by LESSEE. The LESSOR may cancel this Lease during the initial term upon thirty (30) days written notice to LESSEE if the terms of this Lease are breached. Breach of this Lease Agreement shall exist for reasons of (a) non-payment of rental fee or more than thirty (30) days late payment of rental fee by LESSEE, (b) use of the premises for purposes other than Agricultural Purposes consistent with a bona fide farm by LESSEE, and/or (c) LESSEE not maintaining the Property as described herein. Should any of these events occur, the LESSOR may proceed to terminate this Lease as provided herein. The LESSOR may cancel this Lease for any reason upon ninety (90) days written notice to LESSEE. Should LESSOR terminate this Lease early, any advance rental payments which have been paid by LESSEE to LESSOR for the terminated Lease period, if any, shall be refunded to LESSEE by LESSOR within thirty (30) days of date of termination of this Lease Agreement. 10. Surrender. Upon the expiration of or termination of this Lease, LESSEE shall peacefully and quietly leave and surrender the premises in good order and repair to LESSOR, and in the same condition as when delivered to the LESSEE. LESSEE shall retain the ownership of and has the right to remove prior to surrender of the premises all movable equipment, and supplies placed in or on the premises by LESSEE, provided LESSEE repairs any damage to the Property resulting from such removal.

24 GREENHOUSE LEASE AGREEMENT 11. Care of Premises. The LESSEE agrees to maintain and keep the Property and its dirt roads in reasonable repair and condition at the LESSEE s expense. The LESSOR is not responsible for fencing, irrigation or other improvements to the Property. There shall be no dumping of trash, debris, limbs, stumps or other waste material on the Property. There shall be no fences or structures permanent in nature erected within the Lease area without express permission from the LESSOR. LESSEE is expected to implement all best management farming practices to capitalize the value of the land. LESSEE is expected to coordinate with all other adjacent property Lessees within the GUILFORD COUNTY farm to collaboratively help raise produce yield and value of the land. Additional Annual Maintenance Responsibilities, if any, shall be listed on and attached hereto as Exhibit B. 12. Removable Improvements. In order for the LESSEE to make minor improvements of a temporary or removable nature which do not mar the condition or appearance of the Property at the LESSEE S expense, the LESSEE must obtain prior approval of LESSOR. LESSOR agrees to let the LESSEE remove such improvements, provided the LESSEE leaves the Property from which such improvements are removed in good condition. LESSEE is strictly forbidden to add any electrical wiring, plumbing, or heating to any building without the prior written consent of the LESSOR. 13. Crop Insurance. LESSEE shall procure and maintain crop insurance at a minimum level equal to the unpaid rent. The insurance policies or certificates of coverage shall be deposited with the LESSOR on or before commencement of this Lease. 14. Insurance. The LESSOR agrees to fully insure or self-insure the Property against casualty, theft, or other loss, and against personal liability. The LESSEE shall provide Public Liability Property Damage and Workers Compensation Insurance with minimum limits of $1,000, per bodily injury and $1,000, Property Damage Insurance. 15. Loss Replacement. The LESSOR agrees to replace or repair as promptly as possible any building or equipment leased by LESSEE for the LESSOR that may be destroyed or damaged by fire, flood, or other cause beyond the Parties control or to make rental adjustments in lieu of replacement or repair. 16. Water. The LESSOR agrees to furnish an adequate supply of clean water and to make any necessary repairs to wells, pumps, injectors, and water systems. 17. Lawful Land Use and Responsibilities. The leased Property shall be used strictly for purposes of Greenhouse growing. LESSEE s use of the Property shall not interfere with LESSOR s intended uses for open space or public trails. Uses prohibited by law on GUILFORD COUNTY Open Space Property shall not be allowed, including but not limited to, uses such as hunting, off-road vehicle use ( 4-wheeling ), cutting of timber, and consumption of alcoholic beverages. 18. Environmental Laws. The LESSOR agrees to comply at all times with federal, state and local rules, regulations, statutes, ordinances and directives that may now or hereafter be applicable to the leased premises and that are related to hazardous or toxic materials, pollution control, and environmental matters which include, but may not be limited to (a) any laws and regulations governing water use, groundwater, wetlands and watersheds associated with the leased premises; (b) any pesticides, fertilizer, or chemical record-keeping and reporting laws and regulations; (c) any pesticide, fertilizer, or chemical applicator licensing laws and regulations; and, (d) the Worker Protection Standard for Agricultural Pesticides. The OPERATOR further agrees to be in strict compliance with all manufacturers label instructions, use requirements and precautionary statements and warnings. OPERATOR will use the utmost care in the handling and application of any pesticides, fertilizers and chemicals to protect all persons upon the leased premises and the environment, and will dispose of all

25 GREENHOUSE LEASE AGREEMENT pesticide, fertilizer and chemical containers only in a lawful manner and will not dump, bury or burn said containers on the premises. 19. LESSOR s Duties. Except as expressly stated herein, LESSOR and its agents or employees shall have no other duties to LESSEE under this Agreement or otherwise related to LESSEE s use of the Land. 20. Sublet, Assignment, Assumption. This Lease cannot be sublet, assigned or assumed without LESSOR s written approval. If LESSEE should undergo merger, acquisition, bankruptcy or any change in its ownership or name for any reason, LESSEE must notify LESSOR in writing of these changes and provide LESSOR with legal documentation supporting these changes, such as an Assumption Agreement, Bill of Sale, Articles of Incorporation, Articles of Amendment, sales contract, merger documents, etc. Further, LESSEE will submit the name and address of the assuming entity s registered agent for service of process and/or all notices required under this Lease Agreement. 21. Transfer of Property. If the LESSOR should sell or otherwise transfer title to the Property, they shall do so subject to the provisions of this Lease. 22. Binding on Heirs. The provisions of this Lease shall be binding upon the heirs, executors, administrators and successors of both LESSOR and LESSEE in like manner as upon the original Parties, except as otherwise provided by mutual written Agreement. 23. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement and no intended beneficiaries other than those identified herein. 24. Independent Contractor/Indemnification. LESSEE shall operate as an independent contractor for all purposes. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the LESSOR or any of their agents or employees and LESSEE, or any of their agents or employees. LESSEE is an independent contractor and not an employee, agent, joint venture or partner of the LESSOR. LESSEE agrees to make no representations to the contrary. This Lease is entered into upon the express condition that the LESSEE shall indemnify LESSOR and hold LESSOR harmless from all liabilities, claims, expenses for damages or loss by LESSEE. 25. Right of Entry. While this Agreement is in effect, both Parties and their authorized agents and employees shall have the right to access the Farmland for legitimate purposes. The LESSOR and its representatives and/or agents may enter said premises at any reasonable time for the purpose of inspecting the land relating to the performance of maintenance activities on the Property and to ensure compliance with the Lease. 26. Access. All Property leased will be granted sufficient access through all visible roads. These roads are expected to be shared freely with adjoining lessees and all efforts to collaborate with and maintain roads and property should be pursued. 27. Amendments. All modifications or alterations to this Lease shall be made by written Amendment to this Lease which shall be signed by both the LESSEE and LESSOR.

26 GREENHOUSE LEASE AGREEMENT 28. Disclaimer of Warranties/Assumption of Risk. LESSEE acknowledges that it is entirely responsible for determining the suitability of the Greenhouse Property for its purposes, has had sufficient opportunity to do so, relies only on its own observations and conclusions as to the suitability of the Greenhouse Property, assumes all risks related to the Greenhouse Property s current and future suitability, and disclaims any duty on the part of LESSOR, or LESSOR s agents or employees, to inform LESSEE of facts relevant to the suitability of the Greenhouse Property. LESSEE s sole remedy in the event that the Greenhouse Property is, or at any time becomes, unsuitable for its purposes is to cancel this Lease. GUILFORD COUNTY (LESSOR) DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 29. Severability. If any provision of this Lease should be held unenforceable, then such provision will be modified to reflect the Parties intention. All remaining provisions of this Lease shall remain in full force and effect. 30. Headings/Titles/Wording. Inclusion of titles of paragraphs or section headings, capitalization of certain words or phrases and/or bold face typestyle of certain words or phrases in this Lease Agreement are for convenience purposes only and shall not be used to interpret or construe the provisions of this Agreement. The terms Contract and Agreement have the same meaning and may be used interchangeably throughout this document. The terms Attachment, Exhibit, and Addendum have the same meaning and may be used interchangeably throughout this document. 31. Entire Agreement. This Lease Agreement, including the Exhibits and/or Attachments, if any, sets forth the entire Agreement between the Parties. All prior conversations or writings between the Parties hereto or their representatives are merged within and extinguished. This Lease Agreement shall not be modified except by a writing subscribed to by all the Parties. 32. Jurisdiction. The Parties agree that this Lease Agreement is subject to the jurisdiction and laws of the State of North Carolina. LESSEE will comply with bid restrictions, if any, and applicable laws, including N.C.G.S (j) regarding E-Verify. Any controversies arising out of this Contract shall be governed by and construed in accordance with the laws of the State of North Carolina. (The remainder of this page is intentionally left blank. This Lease Agreement continues on the following page.)