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Home My WebLink About2023-691-E-AMS-Hillsborough NC I SGF-Lease Amendment for Hillsborough Commons5996614.1 THIS MODIFICATION OF LEASE (this “Amendment”) is entered into as of the _20th_ day of _November_, 2023_ (the “Effective Date”) by and between HILLSBOROUGH NC I SGF, LLC, a Delaware limited liability company (“Landlord”), and ORANGE COUNTY, NORTH CAROLINA (“Tenant”). WITNESSETH: WHEREAS, Landlord, as successor in interest to Hillsborough Commons, LLLP, and Tenant entered into that certain Lease Agreement dated July 25, 2008, as amended by that certain Lease Modification dated January 12, 2015, and that certain Lease Modification dated November 12, 2015, and that certain Lease Modification dated September 20, 2018 (collectively, the “Lease”), pursuant to which Landlord leases to Tenant certain premises consisting of 66,444 rentable square feet, identified as Unit Nos. 01 and 03 (the “Premises”), in the shopping center (the “Shopping Center”) known as Hillsborough Commons, situated in Hillsborough, North Carolina, City of Richmond, Virginia (the “Property”), as more fully described and depicted in the Lease. WHEREAS, Tenant has exercised its first option to extend the Lease Term for the renewal period commencing on January 22, 2019 and expiring on January 21, 2024. WHEREAS, Landlord and Tenant desire to memorialize Tenant’s exercise of Tenant’s second option to extend the Lease Term for the renewal period commencing on January 22, 2024 and expiring on January 21, 2029, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the aforesaid premises and the other agreements and covenants hereafter set forth and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows: 1. Incorporation of Recitals. The above recitals are hereby incorporated into this Amendment as if fully set forth herein. As used herein the term “Lease” shall mean the Lease as amended by this Amendment. 2. Definitions. All capitalized terms used in this Amendment shall have the meanings assigned to them in the Lease unless otherwise specified herein. 3. Exercise of Renewal Option. This Amendment shall serve as Tenant’s exercise of its second option to extend the Lease Term for the renewal period commencing on January 22, 2024 and expiring on January 21, 2029. Base Rent for the Premises during such period shall be $932,880.00 per year ($77,740.00 per month). Landlord and Tenant acknowledge that Tenant has two (2) additional renewal options of five (5) years each remaining. 4. No Default. Each of Landlord and Tenant hereby affirm to each other that to best of its knowledge without inquiry as of the Effective Date, no breach, default, event of default, or other act, error, or omission which, with the giving of notice or passage of time or both would constitute a breach, default, or event of default by such party has occurred and is continuing under the Lease beyond any applicable notice or cure period. LEASE MODIFICATION DocuSign Envelope ID: E4C09404-D67B-42DB-BA5E-BAF2ECADADFA 2 5996614.1 5. No Third-Party Beneficiaries. Notwithstanding any other provision of thisAmendment or the Lease, Tenant and Landlord hereby agree that (i) no individual or entity shall be considered, deemed or otherwise recognized to be a third-party beneficiary of this Amendment or the Lease, as amended; (ii) the provisions of the Lease, as amended, are not intended to be for the benefit of any individual or entity other than Tenant and Landlord; (iii) no individual or entity shall obtain any right to make any claim against Tenant and Landlord under the provisions of the Lease, as amended; and (iv) no provision of the Lease, as amended, shall be construed or interpreted to confer third-party beneficiary status on any individual or entity. For purposes of this paragraph, the phrase “individual or entity” means any individual or entity, including, but not limited to, individuals, contractors, subcontractors, vendors, subvendors, assignees, licensors and sublicensors, regardless of whether such individual or entity is named in this Amendment or the Lease, as amended. 6. Affirmation of Lease Terms. Except as modified by this Amendment, Landlord and Tenant each hereby ratify the Lease and agree that the Lease shall remain unchanged and shall continue in full force and effect. In the event there is any conflict between the terms of the Lease and the terms set forth in this Amendment, the terms specifically set out in this Amendment shall control. From and after the Effective Date, any and all references to “the Lease” or “this Lease” in the Lease shall mean the Lease as modified by this Amendment. 7. Mutual Authorization Representation. Each of Landlord and Tenant hereby represent and warrant to each other that: (a) this Amendment (and each term and provision hereof) has been duly and appropriately authorized and executed by such party through proper written corporate or limited liability company action and approval; and (b) no additional consent, agreement, or approval is required with respect hereto. 9. Miscellaneous. The submission of an unsigned copy of this Amendment to Tenant shall not constitute an offer. Landlord and Tenant each agree that this Amendment (i) shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, legal representatives and assigns, (ii) shall be governed by and construed in accordance with the laws of the State of Virginia, (iii) shall constitute the entire agreement between the parties relating to the subject matter hereof, all prior negotiations, agreements, and understandings, and (iv) shall become effective and binding upon execution and delivery by both Landlord and Tenant. 10. Signature and Counterparts. Landlord and Tenant each agree: (a) no further approvals or consents are required and that it has full right and authority to execute this Amendment; (b) that the individual executing this Amendment on its behalf has the authority to bind it; (c) execution and delivery of this Amendment via electronic transmission or other electronic means shall be binding; (d) photocopies, facsimile transmissions, electronic images or copies (such as docusign or pdf), shall be valid, binding, effective and enforceable the same as originals for all purposes, and may be so admitted in any judicial proceeding, regulatory proceeding or arbitration, and in making proof of this Amendment; it shall be unnecessary to produce the original hereof or any or all original signature pages, and (e) this Amendment may be executed in two (2) or more counterparts, all of which together shall constitute but one and the same agreement. [Remainder of Page Intentionally Blank; Signature Page Follows] DocuSign Envelope ID: E4C09404-D67B-42DB-BA5E-BAF2ECADADFA 5996614.1 IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be executed as of the dates respectively listed below. LANDLORD: HILLSBOROUGH NC I SGF, LLC, a Delaware limited liability company By: Name: Title: TENANT: ORANGE COUNTY, NORTH CAROLINA By: Name: Title: DocuSign Envelope ID: E4C09404-D67B-42DB-BA5E-BAF2ECADADFA 11/30/2023 12/1/2023 Revised 04/23 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Hillsborough NC I SGF, LLC Vendor Contact Person: Sarah Lynch Phone: 919-619-2949 Address: 575 Maryville Centre Dr. Suite 500 City St.Louis State: MO Zip: 63141 Department: AMS Amount: $932,880.00 ($77,740 per month) Purpose: Lease Amendment for Hillsborough Commons Budget Code(s): 10400120-580000 Vendor # 65646 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: July 25, 2008) (Most Recent Amendment ) Effective Date 01/22/2024 End Date 01/21/29 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 10/03/23 ); Made or Administered by Steve Arndt Signature Authority - BOCC Express Delegation (Agenda Date: 10/03/23) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: DocuSign Envelope ID: E4C09404-D67B-42DB-BA5E-BAF2ECADADFA 11/30/2023 11/30/2023 11/30/2023 Revised 04/23 2 Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: E4C09404-D67B-42DB-BA5E-BAF2ECADADFA