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2025-460-E-Housing Dept-Chapel Hill Foundation Real Estate Holdings-Lease Agreement
Revised 01/24 1 [Departmental Use Only] TITLE UNC-OC Lease 128 E Franklin FY FY-25/26 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 30th day of June, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Chapel Hill Foundation Real Estate Holdings Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): UNC and Orange County Lease Agreement for 128 E Franklin St. See attached Lease agreement ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C Revised 01/24 2 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C Revised 01/24 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): use of leased space for OC Housing Department program activities 4. Duration of Services a. Term. The term of this Agreement shall be from 6/30/25 to 7/31/26. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 8/1/2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed $1.00 Dollars ($10). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Blake Rosser, Housing Director) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C Revised 01/24 4 7.Insurance a.General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8.Indemnity a.Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9.Amendments to the Agreement a.Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C Revised 01/24 5 11.Additional Provisions a.Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C Revised 01/24 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C Revised 01/24 7 County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Blake Rosser Gordon Merklein P.O. Box 8181 merklein@unc.edu Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Blake Rosser By: __________________________________ Gordon Merklein Printed Name and Title Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C Associate Vice Chancellor Rea EstateHousing Director Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Chapel Hill Foundation Real Estate Holdings Vendor Contact Person: Gordon Merklein Phone: Address: Cameron Ave 300 S Bldg Cb 100 City Chapel Hill State: NC Zip: 27599 Department: Housing Amount: $1 Purpose: Lease Agreement Budget Code(s): 32472020-620000 Vendor # 816805 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 6/30/25 End Date 7/31/26 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - 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. This agreement is approved as to technical form and content. 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: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 7/29/2025 7/29/2025 7/29/2025 7/29/2025 1 NORTH CAROLINA : LEASE AGREEMENT ORANGE COUNTY : THIS LEASE, made effective as of the 30th day of July, 2025, by and between Chapel Hill Foundation Real Estate Holdings, Inc., a North Carolina non-profit corporation, hereinafter referred to as the "Landlord" which term shall include the Landlord’s successors and assigns wherever the context so requires or admits, and County of Orange, North Carolina hereinafter referred to as the “Tenant” which term shall include the Tenant’s successors or assigns wherever the context so requires or admits. W I T N E S S E T H: 1. GRANT AND TERM 1.1. PREMISES LEASED That for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration each to the other in hand paid, and in consideration of the payment from time to time of the rents hereinafter stipulated and for and in consideration of the performance by the Tenant of the covenants hereinafter contained by the Tenant to be kept and performed, the Landlord has leased, let and demised and by these presents does lease, let and demise unto the Tenant, and the Tenant accepts from the Landlord, those certain premises located at 128 East Franklin Street in the City of Chapel Hill, County of Orange and State of North Carolina, which premises consist of a space, containing an area of approximately 1890 square feet, herein called the "leased premises" or "demised premises", shown as Chapel Hill Downtown Partnership on the sketch of premises attached hereto as Exhibit A. 1.2. USE OF COMMON AREAS The use and occupation by the Tenant of the leased premises shall include the use in common with others entitled thereto of the common areas, service roads, loading facilities, sidewalks and other facilities as may be designated from time to time by the Landlord, subject, however, to the terms and conditions of this agreement and to reasonable rules and regulations for the use thereof as prescribed from time to time by the Landlord. 1.3. GENERAL LAYOUT The Demised Premises are shown on Exhibit A attached hereto and are part of the entire project. Said Exhibit sets forth a general layout and shall not be deemed to be a warranty or agreement on the part of Landlord that said project will remain exactly as indicated on said diagram. Landlord reserves the right to make alterations or additions to, the building in which the Demised Premises are contained and to add buildings adjoining the same or elsewhere in the Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 2 project. Use and occupancy by Tenant of the Demised Premises shall include the use in common with others of the common areas and facilities. Nothing herein contained shall be construed as a grant or rental by Landlord to Tenant of the roof and exterior of the building or buildings of which the Demised Premises form a part, or of the walks and other common areas beyond the Demised Premises, or of the land upon which the Demised Premises are located. 1.4. COMMENCEMENT OF TERM The term of this lease, and Tenant's obligation to pay rent, shall commence on August 1, 2025. In the event that the term commences on a day other than the first day of the month, then the term hereunder shall be deemed to commence on the first day of the month next succeeding such date; provided, however, that the Tenant shall pay rent for the fractional month on a per diem basis (calculated on the basis of a thirty day month) until the first day of the month when the term hereunder commences and thereafter the minimum rent shall be paid in equal monthly installments on the first day of each and every month in advance. 1.5. LENGTH OF TERM The term of this lease shall be for one year following the commencement of the term as provided in the preceding paragraph, and ending July 31, 2026 (“Term”), unless terminated per the terms of this Lease. 1.5.1. Termination This lease may be terminated at any time following January 31, 2026 with 30 days written notice by either party. 1.6. EXCUSE OF LANDLORD'S PERFORMANCE Anything in this agreement to the contrary notwithstanding, providing such cause is not due to the willful act or neglect of the Landlord, the Landlord shall not be deemed in default with respect to the performance of any of the terms, covenants and conditions of this lease if same shall be due to any strike, lockout, civil commotion, war-like operation, invasion, rebellion, hostilities, military, or usurped power, sabotage, governmental regulations or controls, inability to obtain any material, service or financing, through Act of God or other cause beyond the control of the Landlord. 2. RENT 2.1. BASE RENT The Tenant hereby agrees to pay the Landlord without demand at its office, or at such other place or places as Landlord may from time to time designate in writing, the following rents for the aforesaid leased premises, for the term of this lease, to wit: 2.1.1. Annual Rent: The fixed minimum annual rent during the term of this lease shall be $1.00. 2.1.2. Percentage Rent: There shall be no percentage rent payable in connection with this lease. Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 3 2.1.3. Base Rent: The Base Rent shall include water usage, common area electric, common area cleaning and common area maintenance. 2.2. LEASE YEAR The term "lease year" as used herein shall mean the period beginning with the commencement of the term of this lease as herein above determined (or if the term commences on a day other than the first day of the month, then the first day of the month next succeeding) to the last day of the twelfth month thereafter, and each successive twelve month period thereafter during the term of this lease. 2.3. FULL TIME OPERATION OF BUSINESS At all times during the term of this lease the Tenant shall keep the entire demised premises open for business during regular business hours and conduct its business in a high class and reputable manner with an adequate staff, subject to strikes and other causes beyond the Tenant's control. 2.4. ADDITIONAL RENT In addition to the foregoing, all other payments to be made by Tenant to Landlord shall be deemed to be and shall become additional rent hereunder whether or not the same be designated as such, and shall be due and payable on demand or together with the next succeeding installment of rent, whichever shall first occur, together with interest thereon. Landlord shall have the same remedies for failure to pay the same as for a non-payment of rent. Landlord, at its elections, shall have the right to pay or do any act which requires the expenditure of any sums of money by reason of the failure or neglect of Tenant to perform any of the provisions of this lease, and in such event, Tenant agrees to pay Landlord, upon demand, all such sums together with interest thereon at the rate of 8% per annum as additional rent. 2.5. AD VALOREM TAXES Not applicable 2.6. INITIAL IMPROVEMENTS Tenant accepts the Premises in its current, as-is condition. 3. SECURITY DEPOSIT 3.1. TERMS OF DEPOSIT Not Applicable 3.2. TRANSFER OF DEPOSIT In the event of a sale of the building or a lease on the land which it stands, subject to this lease, the Landlord shall have the right to transfer the security to the vendee or lessee and the Landlord shall be considered released by the Tenant from all liability for the return of such security and the Tenant shall look to the new Landlord or lessee solely for the return of the said security and it is agreed that this shall apply to every transfer or assignment made of the security to a new Landlord. The security deposited under this lease shall not be mortgaged, assigned or encumbered by the Tenant without the written consent of the Landlord and may be co-mingled with other funds of Landlord. Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 4 4. USE OF PREMISES 4.1. TENANTS USE Tenant shall use the leased premises solely for the purposes of conducting business to support the viability and sustainability of the central business district of the Town of Chapel Hill. Tenant shall occupy the leased premises for no other purpose and such use and occupancy shall be in compliance with all applicable laws, ordinances and governmental regulations. The Tenant agrees to conduct continuously in the leased premises the business stated above. Landlord reserves the right to adopt rules and regulations for the building provided such are uniformly applied to and enforced against all tenants in the building as Landlord deems necessary or desirable to ensure the good representation and good condition of the building for all tenants. Tenant shall, additionally, provide office space to accommodate one staff member of the Campus and Community Alcohol Harm Prevention Coalition 4.2. FIXTURES All fixtures installed by Tenant shall be new or high quality antiques. Tenant shall not alter the Demised Premises, or any part thereof, and shall not install or fix any sign, fixture or attachment on or visible from the exterior of the Demised Premises, or on any other building located in or on the common areas of the project, without first obtaining Landlord's written consent and complying in all respects with all requirements contained in this lease. 4.3. QUALITY OF TENANT'S WORK All construction, renovation, additions, alterations, or installations of fixtures or equipment shall be done in a good and workmanlike manner of such high quality as to equal or exceed the quality of construction performed by Landlord throughout the project. 5. PARKING AND COMMON USE AREAS AND FACILITIES 5.1. USE IN COMMON Landlord grants to Tenant, in common with other Tenants and their agents, employees and customers and persons doing work for or business with Tenants in the project the right to use the "common areas" consisting of the pathways, sidewalks, entrances and exits and other areas and facilities designated by Landlord for common use in the project and/or in the building containing the demised premises. 5.2. CONTROL AND MANAGEMENT OF COMMON AREAS The common areas shall be subject to the exclusive control and management of Landlord and Landlord shall have the right to establish, modify, change and enforce reasonable rules and regulations with respect to the common areas and Tenant agrees to abide by and conform with such rules and regulations. Landlord shall have the right to close any part of the common areas for such time as may, in the opinion of Landlord's counsel, be necessary to prevent a dedication thereof, or the accrual of any rights in any person. 5.3. COMMON AREA CHARGES N.A. Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 5 6. UTILITIES 6.1. SEPARATE UTILITIES Tenant shall be solely responsible for and promptly pay all charges for heat, gas, electricity or any other utility used or consumed in the leased premises. In no event shall Landlord be liable for an interruption or failure in the supply of such utilities to the leased premises. 6.2. INSTALLATION AND MAINTENANCE , Landlord has provided heating and air conditioning to provide heating and air conditioning in good working order and condition to the demised premises (including interior duct work), and such equipment shall be deemed part of the premises and the property of Landlord. Any additional heating or air conditioning units which Tenant may subsequently deem necessary shall be purchased and installed by Tenant and such units shall be of the same make and compatible design as the initial units and approved by Landlord. Tenant agrees to enter into, keep current and in effect, and pay all costs of a regular maintenance contract with a service contractor or representative as may be designated or approved by Landlord to service said heating and air conditioning units and any additional units and Tenant shall be responsible for keeping all units in good working order and condition. 6.3. CONTROLS The heating and air conditioning shall be thermostatically controlled in each leased area; and each Tenant shall operate the same in a manner as will comply with governmental regulations, the reasonable direction of the Landlord and otherwise so that the temperature within the Demised Premises will be reasonably the same as in adjacent leased areas. 7. WASTE, GOVERNMENTAL REGULATIONS 7.1. WASTE Tenant shall not commit or suffer to be committed any waste upon the leased premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other Tenant in the building in which the leased premises may be located, or which may disturb the quiet enjoyment of any person within five hundred feet thereof. Without limitation of the foregoing, Tenant shall at all times conduct its business operations, deliveries, and storage of goods and materials so as to prevent the intrusion of strong odors, smells, noise or vibrations into or around the spaces of adjoining tenants or the common area. 7.2. GOVERNMENT REGULATIONS Tenant shall, at Tenant's sole cost and expense, comply with all of the requirements of all county, municipal, state, federal and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to the said premises, and shall faithfully observe in the use of the premises all municipal and county ordinances and state and federal statutes now in force or which may hereafter be in force. 7.3. ENVIRONMENTAL REGULATIONS Tenant shall comply with, and shall indemnify and hold Landlord harmless from any loss, cost or expense, (including reasonable attorneys fees, and expert testing, analysis, or witness fees) arising from Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 6 any actual or claimed failure to comply with all laws, regulations or requirements of any federal, state, or governmental authorities regarding Tenant’s use, storage, transportation, sale, or disposition of any hazardous or toxic substances in or about the demised premises or upon the project, including but not limited to all costs associated with the testing, analysis, assessment, removal, or abatement of such substances as may be required by such authorities or by Landlord. 8. INDEMNIFICATION OF OWNER AND LIABILITY INSURANCE 8.1. INDEMNIFICATION Except as to any claim caused by the negligence of Landlord, Tenant shall indemnify Landlord and save it harmless from demands, suits, damages, liability and expense in connection with loss of life, personal injury or property damage arising from or out of any occurrence in, upon, at or from the Demised Premises or any improvements thereon or the occupancy or use by Tenant of said premises or any part thereof, including the common areas, or occasioned wholly or in part by any act or omission by Tenant, its agents, contractors, employees, invitees or licensees. 8.2. TENANT'S PROPERTY Tenant shall store its property in and shall occupy the Demised Premises and all other portions of the project at its own risk, and releases Landlord to the full extent permitted by law from all claims of every kind resulting in loss of life, personal or bodily injury or property damage. Except as to any claim caused by the negligence of Landlord, Landlord shall not be responsible or liable at any time for any loss or damage to Tenant's merchandise, equipment, fixtures or other personal property of Tenant or to Tenant's business; and Landlord shall not be responsible or liable to Tenant or to those claiming by, through or under Tenant for any loss or damage to either the person or property of Tenant that may be occasioned by or through the acts or omissions of persons occupying adjacent, connecting or adjoining premises. 8.3. DEFECTS IN PREMISES Landlord shall not be responsible or liable for any defect, latent or otherwise, in any building or any of the equipment, machinery, utilities, appliances or apparatus therein, nor shall it be responsible or liable for any injury, loss or damage to any person or to any property of Tenant or other person caused by or resulting from bursting, breakage or from leakage, steam, snow or ice, running, backing up, seepage, or the overflow of water or sewage in any part of said premises or for any injury or damage caused by or resulting from Acts of God or the elements, or from the acts of any other occupant of the premises. 8.4. NOTICE OF CASUALTY Tenant shall give prompt notice to Landlord in case of fire or accidents in the Demised Premises or in the building of which the Demised Premises are a part or of defects therein or in any fixtures of equipment. In case Landlord shall without fault on its part be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney's fees. Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 7 8.5. TENANT'S INSURANCE Tenant shall at all times during the term of this lease pay all premiums for and maintain in full force and effect the following insurance in standard form generally in use in the State of North Carolina with insurance companies authorized to do business in said State: 8.5.1. Comprehensive public liability insurance in the amount of at least $1,000,000.00 for any occurrence resulting in bodily and personal injury to or the death of one person and consequential damages arising therefrom, and in the amount of at least $2,000,000.00 for any such occurrence for more than one person; 8.5.2. Comprehensive property damage insurance covering liability for damage to all property in the amount of at least $100,000.00 for each occurrence either without the policy containing the "care, custody, and control" exclusion, or, in the alternative, providing fire and extended coverage legal liability insurance; and 8.5.3. Tenant further agrees that the contractor performing work for Tenant shall furnish Landlord with certificates showing evidence of comprehensive public liability insurance in the same amounts as set out in subsections (A) and (B). Such insurance to include "completed operations coverage." Further, if any work involving excavation or underground operations should be required, the XC&U exclusions must be omitted. 8.6. LANDLORD NAMED AS INSURED Such insurance and certificates shall name Landlord as an additional insured for the full amount of the insurance herein required. Tenant, at the beginning of the term of this lease and hereafter not less than thirty (30) days prior to the expiration of any such policy, shall furnish Landlord with a standard certificate of insurance executed by the insurer involved also containing an undertaking by the insurer to give Landlord ten (10) days prior written notice of any cancellation, non-renewal or change in scope or amount of coverage of such policy. Tenant shall, at all times, maintain worker's compensation insurance as may be required to comply with the applicable laws of the State of North Carolina. 8.7. LANDLORD'S INSURANCE At all times during the term of this lease, Landlord shall maintain in effect policies of insurance covering the building and improvements of which the Demised Premises constitute a part, providing protection to the extent of not less than eighty percent (80%) of the insurable value of said building against all casualties included under standard insurance industry practices within the classification "Fire and Extended Coverage, Vandalism and Malicious Mischief". Nothing in this Section shall prevent the taking out of policies of blanket insurance which may cover real and personal property and improvements in addition to the building of which the Demised Premises constitute a part. Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 8 8.8. TENANT'S ADDITIONAL INSURANCE At all times during the term of this lease, Tenant shall pay all premiums for and maintain in effect, with a responsible insurance company or companies authorized to do business in North Carolina, policies of insurance for the benefit of Landlord and Tenant, as their interests may appear as follows: 8.8.1. Insurance covering Tenant's trade fixtures, furniture, furnishings, equipment, betterments and improvements and other installations of Tenant, providing protection to the extent of not less than eighty percent (80%) of the insurable value of the same against all casualties included under standard insurance industry practices within the classification "Fire and Extended Coverage, Vandalism and Malicious Mischief" and covering sprinkler leakage; 8.8.2. Plate glass insurance covering the plate glass in the Demised Premises; and 8.8.3. Insurance covering one hundred percent (100%) of Tenant's fixtures, improvements, or alterations to the Demised Premises against all casualties included under standard insurance industry practices within the classification "Fire and Extended Coverage", and "Builders Risk Coverage", which insurance shall be maintained until Tenant has opened for business. In no event shall Tenant cancel the insurance provided for herein until notice to Landlord and Landlord has included such Tenant's improvements under Landlord's insurance. 8.9. WAIVER OF SUBROGATION Landlord and Tenant hereby grant to each other and on behalf of its insurers, a waiver of any right of subrogation any such insurer of one party may have or acquire against the other by virtue of payment of any loss under such insurance. Such waiver shall be effective so long as each is empowered to grant such waiver under the terms of its insurance policy or policies involved without payment of additional premium. Such waivers shall stand mutually terminated as of the date either Landlord or Tenant ceases to be so empowered. Landlord and Tenant agree to provide each and every insurance company providing a policy or policies as may be required herein with a copy of this lease or notice of this provision for waiver of subrogation. 9. MAINTENANCE AND IMPROVEMENTS 9.1. LANDLORD'S MAINTENANCE Landlord will keep the structural components, roof and exterior walls of the Demised Premises Common Areas in proper repair, provided that in each case when known Tenant shall have given Landlord prior written notice of the necessity of such repairs; and provided further, that if any such repair is required by reason of the negligence of Tenant or any of its agents, employees or customers, or other person using the Demised Premises with Tenant's consent, express or implied, or Tenant's failure to perform any of its obligations under this Section, Landlord may at his option make such repairs and add the cost thereof to the first installment of Minimum Rent which shall thereafter become due. Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 9 9.2. TENANT'S MAINTENANCE Tenant covenants and agrees to keep and maintain in good order, condition and repair the Demised Premises and every part thereof, including fixtures and equipment therein, except as to those obligations expressly assumed by Landlord, including but without limitation, the exterior and interior portions of all doors, windows, glass, plumbing and sewage facilities within the Demised Premises, including free flow up to the main sewer line, fixtures, electrical equipment, and interior walls, floors and ceilings, including compliance with applicable building codes relative to fire extinguishers, accomplishing any and all repairs, alterations, replacements and modifications at its own expense and using materials and labor of kind and quality equal to the original work. Tenant will surrender the Demised Premises at the expiration or earlier termination of this lease in as good condition as when received, excepting only deterioration caused by ordinary wear and tear, and damage by fire or other casualty or Act of God. If so requested by Landlord, Tenant shall remove any alterations and restore the premises to the original condition. 9.3. PROMPT REPAIRS If any repairs required to be made by Tenant hereunder are not made or commenced or Tenant is not proceeding with due diligence to commence and complete such repairs within ten (10) days after written notice delivered to Tenant by Landlord, Landlord may at its option make such repairs and Tenant shall pay to Landlord upon demand as additional rental hereunder the costs of such repairs plus interest from the date of payment by Landlord until repaid by Tenant. 9.4. TENANT ALTERATIONS Tenant shall not make any alterations, additions, or improvements to the Demised Premises without the prior written consent of Landlord, except for the installation of unattached movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Demised Premises. All fixtures attached or installed by Tenant shall be new or approved by Landlord, and shall become the property of Landlord. 9.5. TENANT'S CONSTRUCTION All construction work done by Tenant within the Demised Premises shall be performed in a good workmanlike manner, in compliance with all governmental requirements and with all the terms of this lease and at such times and in such manner as to cause a minimum of interference with other construction in progress and with the transaction of business in the project. If required by Landlord, Tenant shall, at Tenant's sole cost, and expense, erect and install a temporary enclosure approved by Landlord to enclose the Tenant's space during construction there. All costs of such work shall be paid promptly so as to prevent the assertion of any liens for labor or materials. Tenant shall obtain from its contractor(s) and provide to Landlord such waivers or releases of lien rights or claims against Landlord, and such evidence of workers compensation and public liability insurance, as Landlord may require. Tenant agrees to indemnify and hold Landlord harmless against any loss, liability, or damage resulting from such work or liens filed. Tenant shall require any contractor, subcontractor, or materialman furnishing labor or materials for Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 10 repair or improvement of the demised premises to execute as part of his contract an agreement limiting his lien rights to the Tenant’s leasehold estate, in substantially the following form: "The undersigned having contracted on behalf of the Tenant to perform certain work on the premises located at 128 E. Franklin Street, Suite 240, Chapel Hill, NC, on behalf of the Tenant, hereby acknowledges and concedes that the work has not been contracted by or at the direction of the Landlord/Owner of the property, and further covenants and agrees that any and all materialman or labor liens to which the undersigned may be entitled shall constitute an encumbrance against the Tenant’s leasehold estate only, and specifically releases or waives any claim against the real property or Landlord’s interest therein." 9.6. PLANS FURNISHED Whenever Tenant proposes to do any construction work within the Demised Premises, it shall first furnish to Landlord plans and specifications in such detail as Landlord may request covering all such work, and no work shall be commenced without prior approval by Landlord and by the appropriate department of the Town of Chapel Hill. 9.7. LANDLORD'S PROPERTY All additions, alterations, fixtures and improvements (including but not limited to additional heating and air conditioning units installed by Tenant) shall become the property of Landlord and be surrendered with the premises at the termination of this lease. Tenant shall have the right to remove or replace its unattached movable trade fixtures, provided Tenant repairs any damage caused by such removal. 10. ACCESS BY LANDLORD Landlord or Landlord's agents shall have the right to enter the leased premises at reasonable times to examine the same, and to show them to prospective purchasers or lessees of the building, and to make such repairs, alterations, improvements or additions as Landlord may deem reasonably necessary or desirable. During the last four months of the lease term, Landlord may post “for rent” signs on the premises. Tenant shall furnish Landlord an extra key to the leased premises. If Tenant shall not be personally present to open and permit an entry into said premises, at anytime, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agent may enter the same by Tenant’s key or master key, or in the event of an emergency may forcibly enter the same, without rendering Landlord or such agents liable therefore, and without in any manner affecting the obligations and covenants of this lease. 11. DESTRUCTION OF LEASED PREMISES If the leased premises shall be damaged by fire, the elements, unavoidable accident or other casualty, but are not thereby rendered untenable in whole or in part, Landlord shall promptly at its own expense cause such damage to be repaired, and the rent shall not be abated; if by reason of such occurrence, the premises shall be rendered untenable only in part, Landlord shall promptly at its own expense cause such damage to be repaired, and the minimum rent meanwhile shall be abated proportionately as to the portion of the premises rendered untenable; if by reason of such occurrence the premises shall be rendered wholly untenable, Landlord shall promptly at its Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 11 own expense cause such damage to be repaired, and the minimum annual rent meanwhile shall be abated in whole, except that if at the time of such total destruction there shall be twenty-four months or less remaining of the term of this lease within sixty (60) days after said occurrence, either Tenant or Landlord at his option may give written notice that it has elected not to reconstruct the destroyed premises in which event this lease and the tenancy hereby created shall cease as of the date of said occurrence, the minimum rental and the percentage rental to be adjusted as of such date. Unless the parties shall otherwise agreeing writing, Landlord shall have no interest in the proceeds of any insurance carried by Tenant on Tenant's interest in its lease and Tenant shall have no interest in the proceeds of any insurance carried by Landlord. 12. EMINENT DOMAIN If the whole or any substantial part of the entire project shall be taken by eminent domain or in any manner for public use, the Landlord may at its option terminate this lease and the estate hereby granted by giving written notice of such termination to Tenant and upon the giving of such written notice by Landlord the estate hereby granted and all rights of Tenant hereunder shall expire as of the earlier of the date when title to or the right to possession of the entire project or a substantial part thereof shall vest in or be taken by public authority as aforesaid and any rent paid for any period beyond said date shall be repaid to Tenant. Tenant shall not be entitled to any part of any award or payment which may be paid to Landlord or made for Landlord's benefit in connection with such public use and Tenant shall have no claim or rights as against Landlord for the value of any unexpired term of this lease. However, the widening of any street abutting the entire project shall not affect this lease, provided that no part of any building is taken. 13. ASSIGNMENT AND SUBLETTING Tenant shall not assign or sublet any part of the Demised Premises without the prior written consent of the Landlord. The consent of Landlord to any assignment or subletting or other act of Landlord, however, shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting; in all events, the Tenant shall remain fully liable and shall not be released from performing any of the terms of this lease. Tenant shall, with respect to each such request for the consent of Landlord to a proposed assignment or sublet, reimburse Landlord for its attorneys’ fees incurred in connection with the review, modification, or revision of any documentation with the preparation, review, modification, or revision of any documentation and consultations regarding same, and in an amount equal to the greater of the actual fees incurred or $500.00. 14. QUIET ENJOYMENT Landlord covenants that, subject to compliance with all terms and obligations herein imposed upon the Tenant, the Tenant shall hold and enjoy the Demised Premises during the term of this lease free from the adverse claims of any and all persons. 15. HOLDING OVER If the Tenant remains in possession after the expiration of the term or any extension hereof (without the execution of a new lease) the Tenant shall not thereby acquire any right, title or interest in or to the leased premises, and shall be a tenant by Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 12 sufferance during such holding over on a month to month basis. But in such event, the Tenant shall be subject to all the conditions, provisions and obligations of this lease insofar as the same shall then be applicable. 16. SUBORDINATION This lease and all leasehold rights hereunder shall be, become and remain subordinate to the lien of any bona fide mortgage or deed of trust now or hereafter imposed upon all or any part of the Demised Premises; and the Tenant shall execute and deliver to Landlord or its lender upon request any estoppel letters or acknowledgments as to the status of the Lease and non-default thereunder (or, to the extent any default exists, the nature thereof) or any instruments reasonably requested by the Landlord consenting to the full subordination of this lease to any such mortgage or deed of trust upon the condition that Tenant's rights hereunder shall not be disturbed by any foreclosure or otherwise so long as Tenant is not in default hereunder. Tenant shall also provide to Landlord or any lender of Landlord, upon request and from time to time, current financial statements of Tenant, which statements shall be held in confidence by such requesting parties. 17. DEFAULT 17.1. EVENTS OF DEFAULT If Tenant (a) fails to pay any rental or other payment hereunder as it comes due; or (b) fails to perform any other of the terms of this lease to be observed or performed by Tenant; or (c) shall become bankrupt or insolvent or there is an appointment of a receiver or trustee of all or a substantial portion of Tenant's property, or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into such an agreement; or (d) if this lease shall pass to or devolve upon (by law or otherwise) one other than Tenant except as herein provided - then, in any one or more of such events, upon Landlord serving a written Notice upon Tenant specifying the nature of such default and the period allowed to cure the default, if Tenant shall have failed to comply with or remedy such default within such period, then this lease and other term thereunder shall (at the option of Landlord) terminate and come to an end on the date specified in such Notice. Tenant shall thereupon quit and surrender the Demised Premises to the Landlord as if the term hereunder ended by the expiration of the time originally fixed herein, but Tenant shall remain liable as hereinafter provided. 17.2. LATE CHARGES Tenant hereby acknowledges that late payment by Tenant to Landlord of Base Rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the premises. Accordingly, if any installment of Base Rent or any other sum due from Tenant shall not be received by Landlord or Landlord’s designee after such amount shall be due, then, without any requirement for notice to Tenant, Tenant shall pay to Landlord a late charge equal to 6% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 13 Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for three (3) consecutive installments of any of the aforesaid monetary obligations of Tenant, then Base Rent shall automatically become due and payable quarterly in advance, rather than monthly, notwithstanding any other provision of this Lease to the contrary. 17.3. NOTICE The written Notice required of Landlord under the preceding section shall provide for ten (10) days of grace to cure a monetary default, or thirty (30) days to cure a non-monetary default which can reasonably be cured in thirty (30) days; and, for any non-monetary default not curable in thirty (30) days, that Tenant shall commence to cure within thirty (30) days and thereafter proceed diligently and in good faith to complete the curing of said default as soon as possible. 17.4. RIGHT OF RE-ENTRY If the Notice provided shall have been given as set forth in Section 17.3 and Tenant fails to cure or commence to cure as therein provided, and the term shall expire as aforesaid, or should Landlord elect not to terminate this lease, Landlord shall have the immediate right to re-entry and may (without breach of the peace) remove all persons and property from the Demised Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Tenant, all without further service of Notice or resort to legal process (all of which Tenant expressly waives) and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby except to the extent occasioned by Landlord's gross negligence or intentional damage. Landlord shall have a lien for the payment of all sums agreed to be paid by Tenant herein upon all Tenant's property stored by Landlord, which is to be in addition to any Landlord's lien now or that may thereafter be provided by Law. 17.5. REMEDIES Should Landlord elect to re-enter or should it take possession pursuant to legal proceedings or pursuant to any Notice provided for by law, after Notice provided as set forth in Section 17.3 and Tenant fails to cure or commence to cure as therein provided, Landlord may make such alterations and repairs as may be necessary in order to relet the premises, and relet said premises or any part thereof for such term of terms (which may be for a term extending beyond the term of this lease) and at such rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable. Upon each such reletting, all rentals received by landlord from such reletting shall be applied, first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any cost and expenses of such reletting, including brokerage fees and attorney's fees, and of cost of such alterations and repairs; third, to the payment of rent, due and unpaid hereunder, and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If such rentals received from such reletting during any month be less than that to be paid during that Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 14 month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly; or, Landlord may elect to accelerate the balance due hereunder for the remainder of the then existing term, credit the amount due under any then existing lease as a result of reletting the premises, and recover the difference. Landlord may also recover from Tenant all damages it may incur by reason of Tenant's default, including the cost of recovering the leased premises, reasonable attorney's fees, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this lease for the remainder of the stated term over the then reasonable rental value of the Demised Premises for the remainder of the stated term, all of which amount shall be immediately due and payable from Tenant to Landlord. For the purposes of this Article, percentage rent for any period after default and re-entry by Landlord shall be computed on the basis of the amount thereof accruing during the next preceding lease year or during the next preceding twelve (12) months, whichever is the greater, except that if such event shall occur during the first lease year, then on the basis of the amount of percentage rent accruing for the then elapsed portion of the term of this lease. 17.6. INJUNCTION In the event of a breach or threatened breach by Tenant of any provision of this lease, Landlord shall have the right of injunction as if other remedies were not provided for therein. 17.7. NON-EXCLUSIVE REMEDIES The rights and remedies given to Landlord in this lease are distinct, separate and cumulative remedies, and the exercise of any of them shall not be deemed to exclude Landlord's right to exercise any or all of the others or those which may be permitted by law. 17.8. BREACH BY LANDLORD Landlord shall in no event be in default in the performance of any of its obligations contained in this lease unless and until Landlord shall have failed to perform such obligation within thirty (30) days of such notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation. 18. MISCELLANEOUS PROVISIONS 18.1. NOTICE All notices by either party to the other party provided for in this lease shall be in writing and shall be sent by email or other electronic transmission, registered or certified mail, or personally delivered, until otherwise designated, as follows: 18.1.1. To Landlord: Chapel Hill Foundation Real Estate Holdings, Inc., Attn: Gordon Merklein, Executive Director 309 South Building, CB 1000 Chapel Hill, NC 27599-1000 Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 15 Email: property@unc.edu 18.1.3. To Tenant: County of Orange, NC Attn: Blake Rosser 300 West Tryon Street, PO Box 8181 Hillsborough, NC 27278 Email: brosser@orangecountync.gov Phone number: 919-245-2492 18.2. RECORDATION Upon the request of either party, the other party will in good faith cooperate in the preparation and execution of a recordable short form lease. Tenant shall in no event record this lease, whether in full or in part. 18.3. BROKERS Except as may otherwise be expressly agreed in writing by Landlord, Tenant represents and warrants that there are no claims for brokerage commissions or finder's fees in connection with the execution of this lease and agrees to indemnify Landlord against and hold it harmless from all liabilities arising from any such claim, including cost of counsel. 18.4. SUCCESSORS AND ASSIGNS The covenants and agreements herein contained are binding on the parties hereto, their successors, assigns, and legal representatives. This lease embodies all of the understandings and agreements of the parties, and the terms hereof shall not be changed or varied except by written instrument signed by both parties. 18.5. SIGNAGE. Tenant may install exterior letters in the location specified by Landlord, provided that such letters and any other signage shall be of the same size, style, color and materials as the exterior letters or signage currently permitted by Landlord. IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the day and year first above written. Landlord: Chapel Hill Foundation Real Estate Holdings, Inc. By :________________________________ Gordon Merklein Tenant: Orange County, NC By: ________________________________ Travis Myren, Manager Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C 17 EXHIBIT "A" Suite, 240, 128 East Franklin Street, Chapel Hill, NC Tenant: Chapel Hill Downtown Partnership Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 7/16/2025 (619) 238-1828 25615 Orange County, NC 300 West Tryon Street Hillsborough, NC 27278 25623 25674 44520 A 2,000,000 ZLP91N5373025PA 7/1/2025 7/1/2026 1,000,000 Excluded 2,000,000 2,000,000 2,000,000 1,000,000B H8106T107454PHX25 7/1/2025 7/1/2026 4,000,000C ZUP16P3255725PA 7/1/2025 7/1/2026 4,000,000 C UB5T76883625PAD 7/1/2025 7/1/2026 1,000,000 N 1,000,000 1,000,000 D Pollution Liability PLL115248 7/1/2025 Occurence/Aggregate 500,000 Cyber Coverage: Lloyd's Syndicate 2623/623 (Beazley Furlonge Limited) POLICY NUMBER: FN2511046 DATE: 07/01/2025 EXP DATE: 07/01/2026 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Cyber Limit 1,000,000 Evidence of Coverage only. Evidence of Coverage ORANCOU-50 ABOYARLA Charter Oak Fire Insurance Company Phoenix Insurance Company Travelers Property Casualty Company of America Crum & Forster Specialty Insurance Company 7/1/2026 X X X X X X X Alliant Insurance Services, Inc. 227 W. Trade Street, Suite 1930 Charlotte, NC 28202 Docusign Envelope ID: 1D68F173-6B6F-4424-9E87-2885D9C25A5C