HomeMy WebLinkAbout1998 S Housing - Freedom house - Home Program; Criminal Justice Partnership Program (CJPP) 2-17-1998 NORTH CAROLINA
ORANGE COUNTY DEVELOPMENT AGREEMENT
This is an AGREEMENT between ORANGE COUNTY, a general local
governmental unit of the State of North Carolina, (hereinafter referred to as the "County")
and FREEDOM HOUSE, INC, a North Carolina nonprofit corporation (hereinafter referred
to as "Freedom House, Inc."). The date of this Agreement is February 17, 1998.
WITNESSETH
WHEREAS, the Orange County HOME Consortium has designated $337,000 in
FY 1996 HOME funds for the purpose of conveying these funds to Freedom House, Inc. to
assist with the development of transitional housing on Airport Road in Chapel Hill, which
property is more particularly described in Exhibit A attached hereto and made a part of this
Agreement (hereinafter referred to as the "Property"); and
WHEREAS, the County is the lead entity of the Orange HOME Consortium, so
designated in an agreement dated August 27, 1992, and amended January 26, 1993, and
July 28, 1993, and as such is the lead entity in a representative capacity for all members of
the Orange HOME Consortium for the purposes of carrying out the HOME Program in
accordance with the Title II of the Cranston-Gonzalez National Affordable Housing Act
(Pub. L. 101-625), (42 U.S.C. 3535(d.) et. seq.) (hereinafter referred to as the "Act"), and
as further defined in the Federal Program Requirements provided by the U.S.
Department of Housing and Urban Development; and
WHEREAS, Freedom House, Inc. intends to develop the Property for the purpose
of constructing transitional housing opportunities for low income residents.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto do agree as follows:
1. Freedom House, Inc. agrees to develop ten (10) transitional housing units on
Airport Road in Chapel Hill for low income persons in Orange County. Construction
contract award must occur on or before December 31, 1998.
2. The HOME funding investment shall be secured by a note to the County and a
deed of trust constituting a lien on the Exhibit A property which Deed of Trust shall
designate Orange County as the secured party/beneficiary. The note and deed of
trust shall be in the form of the documents that are attached to and a part of this
document.
3. Freedom House, Inc. agrees to rent the property to qualified tenants whose
incomes do not exceed 50% of the area median income by family size, as
determined by the U.S. Department of Housing and Urban Development and
amended from time to time. The period of affordability for HOME funds in
accordance with the Acts, its regulations and Federal Program Requirements shall
be 20 years from the date of execution of this Agreement.
4. HOME funds will be expended upon presentation by Freedom House of invoices for
actual construction costs for the ten(10) transitional housing units as certified by the
project architect.
5. Miscellaneous Provisions.
a. Termination of Agreement. The obligations of the parties hereunder and
the specific obligation of Freedom House, Inc. to develop the Property and provide
transitional housing for low income residents shall terminate on December 31, 2018.
Notwithstanding the foregoing, the parties hereto may terminate this Agreement at any
time by a mutual agreement to that effect in writing.
b. Default, Remedies. This Agreement may be terminated by a non-
defaulting party upon an event of default hereunder, after written notice thereof and
thirty (30) days grace period in which the defaulting party may act to cure. As used
herein, the term "an event of default" shall mean and refer to a failure or act of omission
by either party with respect to any undertaking, obligation, covenant or condition as set
forth in this Agreement. With respect to any event of default, the non-defaulting party
may exercise any right available to it at law or in equity with respect to such default.
C. Books and Records. Each party shall keep and maintain books, records
and other documents relating directly to the receipt and disbursement of grant funds
and the fulfillment of this Agreement. Each party agrees that any authorized
representative of the County, the State, the U.S. Department of Housing and Urban
Development and Comptroller General of the United States shall, at all reasonable
times, have access to and the right to inspect, copy, audit and examine all of the books,
records and other documents relating to the grant and the fulfillment of this Agreement
for a period of three (3) years following the completion of the Project.
d. Conflict with HOME Agreement. Notwithstanding anything herein to the
contrary, the parties hereto acknowledge the due execution of a HOME Program
Agreement between the County and the U.S. Department of Housing and Urban
Development and agree that any conflict between the provisions, requirements, duties
or obligations of this Agreement and the HOME Agreement shall be resolved in favor of
the HOME Agreement.
e. Notices. Any Notice shall be in writing and shall be given by depositing
the same in the United States mail, post-paid and registered or certified, and addressed
to the party to be notified, with return-receipt requested, or by delivering the same in
person to an officer or principal of such party. Notice deposited in the mail in the
manner here in above described shall be effective upon mailing. For purposes of
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Notice, the addresses of the parties shall, unless changed as hereinafter provided, be
as follows:
i. To the County: Orange County
c/o Housing and Community Development
Department
P.O. Box 8181
Hillsborough, NC 27278
ATTN: Director
ii. To Freedom House, Inc.: Freedom House, Inc.
1477 Airport Rd.
Chapel Hill, NC 27514
ATTN: Executive Director
Either the County or Freedom House, Inc. may change the person or address to which
any future Notice shall be given as herein provided.
f. No Assignment. No transfer or assignment of Freedom House, Inc.'s
interest in this Agreement shall occur without the prior written consent of the County.
g. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.
h. Entire Agreement; Modification. This Agreement, with all exhibits and
attachments hereto, constitutes the entire agreement between the County and Freedom
House, Inc.. No modification or amendment to this Agreement shall be binding upon
either party unless made in writing and executed by each party.
i. No Joint Venture or Agency. The County and Freedom House, Inc.
each agree and acknowledge that nothing contained herein or otherwise, including,
without limitation, any act of the County or Freedom House, Inc. under this Agreement,
shall be deemed or construed to create any relationship of joint venture, partnership or
agency between the parties.
j. Effect of Waiver or Forbearance. No failure by the County to insist upon
the strict performance of any term or condition of this Agreement, or to exercise any
right or remedy upon the breach by Freedom House, Inc. of any of its obligations,
agreements, or covenants hereunder, shall be a waiver of such affected term or
condition or of such breach; nor shall any forbearance by the County to seek a remedy
for any breach by Freedom House, Inc. be a waiver by the County of its rights and
remedies with respect to that or any other breach.
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k. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of North Carolina. Any litigation arising out of this
Agreement shall be brought in courts sitting in North Carolina, with venue in Orange
County.
I. Severability. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered invalid or
unenforceable by the fact that for any reason any other provision may be invalid or
unenforceable in whole or in part. If any provision of this Agreement or the application
thereof to any person or circumstances shall, to any extent, be or become invalid or
unenforceable, the remainder of this Agreement, or the application of such provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each provision of this Agreement shall
be valid and be enforced to the fullest extent permitted by law. The County and
Freedom House, Inc. agree to substitute for such provision of this Agreement or the
application thereof determined to be invalid or unenforceable, such other provision as
most closely approximates, in a lawful manner, such invalid, illegal or unenforceable
provision. If the County and Freedom House, Inc. cannot agree, they shall apply to a
court of competent jurisdiction to substitute such provision as the court deems
reasonable and judicially valid, legal and enforceable. Such provision determined by
the court shall automatically be deemed part of this Agreement ab initio.
M. Equal Opportunity. Freedom House, Inc. shall not discriminate against
any employee or applicant for employment because of race, color, religion, sex, national
origin, political affiliation or belief, age, or handicap.
n. Headings. Headings are for convenience only and shall not be used to
interpret or construe its provision.
o. Gender; Singular and Plural. As used herein, the neuter gender
includes the feminine and masculine. The masculine includes the feminine and neuter,
and the feminine includes the masculine and neuter and each includes a corporation,
partnership or other legal entity when the context so requires. The singular number
includes the plural and vice versa, whenever the context so requires.
P. Recording. The parties hereto agree that upon notice to the other and at
its own cost and expense, a party may record this Agreement in the Office of Register of
Deeds for Orange County.
q. Compliance with Laws. To the extent applicable, each party hereto
agrees to comply with all laws, ordinances and regulations affecting the Property from
and after the date hereof. Without limiting the generality of the foregoing, Freedom
House, Inc. shall comply with all federal, state and local laws, regulations and
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ordinances applicable to the expenditure of funds provided by the County, to purchase
and develop the Property.
r. Publicity; Signage. Freedom House, Inc. agrees to provide such
publicity with respect to the County's participation in the development of the Property as
the County shall reasonably require. Any signage at the Property shall acknowledge
the County's role and contribution.
S. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together shall
constitute on and the same instrument.
t. No Third Party Rights. The parties hereto covenant and agree that
nothing contained in this Agreement or any act by the County or Freedom House, Inc.
shall be deemed or construed by the parties or any third party to create any relationship
of third party beneficiary, including third party principal or agent, or to create any right,
claim or cause of action against the County, Freedom House, Inc. or any of their
respective officers, agents or employees by any third party.
U. Performance of Government Functions. Notwithstanding anything in
this Agreement which may be to the contrary, nothing contained in this Agreement shall
in any way stop, limit or impair the County from exercising or performing any regulatory,
policing or governmental powers or functions with respect to the Property including,
without limitation, inspection of the Property in the performance of such functions.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have set
their hands and seals on the day and year first above written.
COUNTY OF ORANGE, NORTH CAROLINA
(SEAL)
ar ar W. Brown, Chairman
Orange County Board of Commissioners
ATTEST:
Beverly A.Bythe
Clerk to the Board of Commissioners
NORTH CAROLINA
ORANGE COUNTY
This is to certify that on this day personally came before me Beverly A. Blythe,
with whom I am personally acquainted, and being by me duly sworn, says that Margaret
W. Brown, is the Chair of the Orange County Board of Commissioners, and that she the
said Beverly A. Blythe, is the Clerk to the Board of Commissioners of the County of
Orange, the body politic and corporate named within and which executed the foregoing
instrument; that she knows the common seal of said County; that the seal affixed to said
instrument is said common seal; that the name of Orange County was subscribed
thereto by the said Chair of the Orange County Board of Commissioners and that the
said Chair of the Orange County Board of Commissioners and said Beverly A. Blythe
subscribed their names hereto and said common seal was affixed, all by order of the
Board of County Commissioners of Orange County and that said instrument is the act
and deed of Orange County.
Witness my hand and notarial seal, this the s day of 1998.
C_
No Public
My commission expires: 2� C?R
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� � FREEDOM HOUSE, INC.
Co
(S AL)0�'
Al oo y, President
ATTEST: e4- d'ti
Claude Piantadosi, Secretary
NORTH CAROLINA
ORANGE COUNTY
I, je,nr4k c-A.lo4cr , Notary Public in and for the above named County
and State, do hereby certi that on this day personally appeared before me t1dJe.R&4&c(6st
with whom I am personally acquainted, who, being by me duly sworn, says at he is Secretary
and that M is President of Freedom House, Inc., a North Carolina corporation,
and that by authorit duly given and as the act of the corporation, the foregoing instrument was
signed in its name by its President, sealed with its corporate seal and attested to by its
Secretary.
Witness my hand and notarial seal, this the day of I"1 arch 1998.
N0#y P lic ,, �a.�..eoc`t'w
My commission expires: .5' 6 0s p
0� UBL%C, �
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