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HomeMy WebLinkAboutOTHER-2022-055-Lease agreement amendment letter-Well DOT Attachment 3 WELL DOT, INC . 419 W . Franklin Street Chapel Hill, NC 27516 October 5 , 2022 VIA EMAIL AND HAND DELIVERY Orange County Director, Asset Management Services Margaret Lane Hillsborough, NC 27278 Email : ALL AMS NIANAGEVIENToran ecountync . gov Re : Lease dated June 8 , 2022 (as amended , the "Lease ") by and between Orange County, a political subdivision of the State of North Carolina ("Landlord ") and Well Dot, Inc. ("Tenant") Dear Sir or Madam : By this letter agreement ("Letter Agreement"), we desire to amend Section 23 of the Lease for the purpose of extending the Inspection Period so that it shall now expire on Monday, November 21 , 2022 . As communicated to Landlord , Tenant has encountered issues with the groundwater at the premises under the Lease in its environmental due diligence, and requires the additional Inspection Period time for purposes of conducting further testing thereon to determine the suitability of the premises for Tenant ' s use . During such extended Inspection Period, Tenant reserves the right to terminate the Lease by providing written notice to Landlord of such termination prior to the expiration of such extended Inspection Period . As, without the foregoing amendment, the Inspection Period expires tomorrow, on October 6 , 2022 , in the event that Landlord has not countersigned and acknowledged this Letter Agreement where indicated below, this Letter Agreement shall also serve as Tenant ' s official written notice terminating the Lease pursuant to Section 23 of the Lease . Notwithstanding the foregoing, in the event that Landlord countersigns and acknowledges this Letter Agreement where indicated below after October 6 , 2022 , but prior to October 31 , 2022 (the " Outside Effectiveness Date") , then the Lease shall automatically be reinstated and shall be deemed in full force and effect in all respects, including the amendment to Section 23 set forth in this Letter Agreement . Following the Outside Effectiveness Date , the reinstatement of the Lease pursuant to this Letter Agreement shall be nullified regardless of any subsequent execution by Landlord, and the Lease shall be deemed terminated and of no further force or effect . Very truly yours, WELL DOT, INC . Fr By : Name : 'ate Its : C�ktt �ttJAi\sCtAL oftc i � rL [LANDLORD SIGNATURE ON FOLLOWING PAGE] CHAR211958522vl ACKNOWLEDGEMENT AND AGREEMENT TO AMEND : By executing this Letter Agreement, Landlord hereby agrees to the terms of this Letter Agreement and the amendment of Section 23 of the Lease such that the Inspection Period shall now expire on Monday, November 21 , 2022 . With such signature , no further amendment to the Lease shall be required in order to accomplish such revision to the Lease . In the event that this Letter Agreement is executed by Landlord after October 6 , 2022 but prior to the Outside Effectiveness Date, the Lease shall be automatically reinstated and shall remain in full force and effect, and shall be deemed amended as set forth in this Letter Agreement, with no further action of the parties required . LANDLORD . ORANGE COUNTY, a political subdivision of the State of North Carolina By : Name : � _ Its : �` � � ' , >✓w Date : October g , 2022 CHAR2\ 1458522v1 Attachment 3 WELL DOT, INC . 419 W . Franklin Street Chapel Hill, NC 27516 October 5 , 2022 c VIA EMAIL AND HAND DELIVERY Orange County Director, Asset Management Services Margaret Lane Hillsborough, NC 27278 Email : ALL AMS NIANAGEMENT� oran eg countync . gov Re : Lease dated June 8 , 2022 (as amended , the "Lease ") by and between Orange County, a political subdivision of the State of North Carolina ("Landlord ") and Well Dot, Inca ("Tenant") Dear Sir or Madam : By this letter agreement ("Letter Agreement") , we desire to amend Section 23 of the Lease for the purpose of extending the Inspection Period so that it shall now expire on Monday, November 21 , 2022 . As communicated to Landlord, Tenant has encountered issues with the groundwater at the premises under the Lease in its environmental due diligence , and requires the additional Inspection Period time for purposes of conducting further testing thereon to determine the suitability of the premises for Tenant ' s use . During such extended Inspection Period, Tenant reserves the right to terminate the Lease by providing written notice to Landlord of such termination prior to the expiration of such extended Inspection Period . As, without the foregoing amendment, the Inspection Period expires tomorrow, on October 6 , 2022 , in the event that Landlord has not countersigned and acknowledged this Letter Agreement where indicated below, this Letter Agreement shall also serve as Tenant ' s official written notice terminating the Lease pursuant to Section 23 of the Lease . Notwithstanding the foregoing, in the event that Landlord countersigns and acknowledges this Letter Agreement where indicated below after October 6 , 2022 , but prior to October 31 , 2022 (the " Outside Effectiveness Date") , then the Lease shall automatically be reinstated and shall be deemed in full force and effect in all respects , including the amendment to Section 23 set forth in this Letter Agreement . Following the Outside Effectiveness Date, the reinstatement of the Lease pursuant to this Letter Agreement shall be nullified regardless of any subsequent execution by Landlord, and the Lease shall be deemed terminated and of no further force or effect . Very truly yours, WELL DOT, INC . By : Name : l�- Its : CJ4 ces?= F AjA,\S4,cPLC, t l t C( Ll T46A5- rL. [LANDLORD SIGNATURE ON FOLLOWING PAGE] CHAR211958522v1 i ACKNOWLEDGEMENT AND AGREEMENT TO AMEND : By executing this Letter Agreement, Landlord hereby agrees to the terms of this Letter Agreement and the amendment of Section 23 of the Lease such that the Inspection Period shall now expire on Monday, November 21 , 2022 . With such signature , no further amendment to the Lease shall be required in order to accomplish such revision to the Lease . In the event that this Letter Agreement is executed by Landlord after October 6 , 2022 but prior to the Outside Effectiveness Date, the Lease shall be automatically reinstated and shall remain in full force and effect, and shall be deemed amended as set forth in this Letter Agreement, with no further action of the parties required . LANDLORD . ORANGE COUNTY, a political subdivision of the State of North Carolina By : 91 Name : Its : ( `,�,� i r . ec� � c\ tV�t�u ; z, rS Date : October , 2022 CHAR2\ 1958522vi OTI Attachment 3 WELL DOT, INC . 419 W . Franklin Street Chapel Hill, NC 27516 October 5 , 2022 VIA EMAIL AND HAND DELIVERY Orange County Director, Asset Management Services Margaret Lane Hillsborough, NC 27278 Email : ALL AMS MANAGEMENTnoran eg_countync . gov Re : Lease dated June 8 , 2022 (as amended , the "Lease ") by and between Orange County , a political subdivision of the State of North Carolina ("Landlord ") and Well Dot, Inc. ( "Tenant") Dear Sir or Madam : By this letter agreement ("Letter Agreement") , we desire to amend Section 23 of the Lease for the purpose of extending the Inspection Period so that it shall now expire on Monday, November 21 , 2022 . As communicated to Landlord , Tenant has encountered issues with the groundwater at the premises under the Lease in its environmental due diligence, and requires the additional Inspection Period time for purposes of conducting further testing thereon to determine the suitability of the premises for Tenant ' s use . During such extended Inspection Period, Tenant reserves the right to terminate the Lease by providing written notice to Landlord of such termination prior to the expiration of such extended Inspection Period . As, without the foregoing amendment, the Inspection Period expires tomorrow, on October 6, 2022 , in the event that Landlord has not countersigned and acknowledged this Letter Agreement where indicated below, this Letter Agreement shall also serve as Tenant ' s official written notice terminating the Lease pursuant to Section 23 of the Lease . Notwithstanding the foregoing, in the event that Landlord countersigns and acknowledges this Letter Agreement where indicated below after October 6 , 2022 , but prior to October 31 , 2022 (the " Outside Effectiveness Date") , then the Lease shall automatically be reinstated and shall be deemed in full force and effect in all respects , including the amendment to Section 23 set forth in this Letter Agreement . Following the Outside Effectiveness Date , the reinstatement of the Lease pursuant to this Letter Agreement shall be nullified regardless of any subsequent execution by Landlord, and the Lease shall be deemed terminated and of no further force or effect . G Very truly yours, WELL DOT, INC . 7 By : Name , jA i 'c rV4 i�- [LANDLORD SIGNATURE ON FOLLOWING PAGE] CHAR2\1958522v1 t ACKNOWLEDGEMENT AND AGREEMENT TO AMEND : By executing this Letter Agreement, Landlord hereby agrees to the terms of this Letter Agreement and the amendment of Section 23 of the Lease such that the Inspection Period shall now expire on Monday, November 21 , 2022 . With such signature , no further amendment to the Lease shall be required in order to accomplish such revision to the Lease . In the event that this Letter Agreement is executed by Landlord after October 6 , 2022 but prior to the Outside Effectiveness Date, the Lease shall be automatically reinstated and shall remain in full force and effect, and shall be deemed amended as set forth in this Letter Agreement, with no further action of the parties required . LANDLORD : ORANGE COUNTY, a political subdivision of the State of North Carolina By : , Name : e e Date : October , 2022 CHAR2\ 1 458522vt