HomeMy WebLinkAbout2014-251 Housing - Interfaith Council for Social Services for Community House Men's Transitional Housing Facility $500,000 NORTH CAROLINA
DEVELOPMENT AGREEMENT
ORANGE COUNTY
This is an AGREEMENT between ORANGE COUNTY, a body politic and corporate, a
political subdivision of the State of North Carolina, (hereinafter referred to as the "County") and
INTER-FAITH COUNCIL FOR SOCIAL SERVICE, INC. a North Carolina non-profit
corporation, (hereinafter referred to as "IFC" or "Sublessee"). The effective date of this
agreement is May 15, 2014.
WITNESSTH
WHEREAS, the Orange County HOME Consortium has designated approximately
$500,000 in HOME funds to assist in the construction of a transitional living facility for
homeless men with 50 plus beds known as Community House Men's Transitional Housing
Facility in Chapel Hill; and
WHEREAS, the County is the lead entity of the Orange County HOME Consortium, so
designated in an agreement dated July 1, 2011 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 H 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, the Community House Men's Transitional Housing Facility (hereinafter
referred to as "the Project"), a new 50 plus bed facility for homeless men individuals owned by
IFC, serving 50+ low income individuals earning less than 50% of the Area Median Income and
which will remain affordable for low income families throughout the term of the 99 year period
of affordability; and
WHEREAS, the Community House Transitional Housing Facility will be located at
1315 Martin Luther King, Jr. Blvd. in Chapel Hill, NC on property as more particularly
described in EXHIBIT A(hereinafter referred to as"the Property"); and
WHEREAS, on March 28, 2013, the Town of Chapel Hill and the State of North
Carolina entered into a Land Lease (hereinafter referred to as "the Lease") for the Property,
which Lease has been recorded in Deed Book 5579 beginning at Page 143 in the Office of the
Register of Deeds for Orange County,North Carolina; and
WHEREAS, on April 4, 2013, the Town of Chapel Hill and Inter-Faith Council for
Social Service, Inc. entered into an Agreement for Sublease of Property (hereinafter referred to
as "the Sublease") for the Property, which Agreement has been recorded in Deed Book 5584
beginning at Page 271 in the Office of the Register of Deeds for Orange County,North Carolina;
and
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WHEREAS, IFC agrees to utilize HOME funds provided for the purpose of
constructing the Property as described in its HOME Program applications February 28, 2005,
February 25, 2009, February 26, 2010 and February 25, 2011 which is hereby incorporated into
this Agreement and hereinafter referred to as "the Project"; and
WHEREAS, notwithstanding any provision of this Agreement, the County and IFC
agree and acknowledge that this Agreement does not constitute a commitment of funds or site
approval, and that such commitment of funds or approval may occur only upon satisfactory
completion of an environmental review and receipt by Orange County of a Release of Funds
from the U.S. Department of Housing and Urban Development under 24 CFR Part §58 if
applicable. The parties further agree that the provision of such funds to the project is
conditioned on Orange County's determination to proceed with, modify, or cancel the project
based on the results of a subsequent environmental review.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations
contained herein, it is agreed between the parties hereto as follows:
I. USE OF HOME FUNDS/SUBSIDY TYPE
1. The Sublessee shall perform the projects or tasks related to its allocation of HOME funds
within the proposed budget outlined in Exhibit B, Schedule of Values. Exhibits B is hereby
made a part of this Agreement and are incorporated by reference, as it now reads or as it may be
modified by the parties.
2. The Sublessee must comply with all of the Lease and Agreement for Sublease of Property
obligations, terms and conditions throughout the term of this Agreement and prior to requesting
any disbursement of funds under this Agreement. The amount of each request must be limited to
eligible costs as determined by Orange County staff.
3. The Sublessee shall provide all insurance required by the Lease, naming Orange County
as an additional insured as to its interest in said Property including any improvements.
4. Said funds shall be disbursed by check payable to the Sublessee.
5. HOME funds will be a fixed subsidy provided in the form of grant.
II. AMOUNT OF HOME FUNDS/GRANT TERMS
The County shall make available to the Sublessee up to Five Hundred Thousand Dollars
($500,000)pursuant to this Agreement. The funding provided by the County will be provided as
a fixed subsidy in the form of a grant.
Said funds shall be disbursed by the County to the Sublessee for performance of the services
described in Exhibit B.
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III. LIEN POSITION
Orange County hereby acknowledges that the terms and conditions of its (i) HOME Program
Development Agreement and (ii) Declaration of Restrictive Covenants (collectively referred to
as "Orange County Documents"), for Community House Transitional Housing Facility shall be
expressly subordinated only to the: (iii) Deed of Easement (Corporate Sewer Easement with
Mortgage) recorded at Book 5659, Page 570 in the Orange County Registry; (iv) Deed of
Easement (Corporate Water Easement with Mortgage) recorded at Book 5659, Page 462 in the
Orange County Registry; (v) Stormwater Facility Easement Agreement recorded at Page 5703,
Page 44 in the Orange County Registry; and (vi) Access Easement Agreement recorded at Book
5703, Page 72 in the Orange County Registry. The Declaration of Restrictive Covenants is
described in Section VI. of this Agreement, the form of which is attached as Exhibit C and
incorporated by reference.
IV. TIMELINESS
The Sublessee shall complete the Project within eighteen (18) months from the date of this
Agreement. However, in the event of any alterations or additions or of circumstances beyond the
control of the Sublessee, which in the opinion of the Director of the County's Department of
Housing, Human Relations and Community Development will require additional time for
completion of the Project, then in that case, the time of completion shall be extended by the
County Manager in writing for a period of time not to exceed six (6) months. Any further
extensions will require the approval of the Orange County Board of County Commissioners.
V. DURATION OF THE AGREEMENT
This Agreement will remain in effect during the Period of Affordability which is 99 years
or the term of the lease and any renewals of the lease whichever is earlier.
VI. AFFORDABILITY REQUIREMENTS
Sublessee agrees to lease the Project dwelling units up to fifty (50) low income families
earning less than 50% of the area median income throughout the period of affordability. Area
Median Income by family size is determined by the U.S. Department of Housing and Urban
Development and amended from time to time. Residential leases will not exceed one year in
term.
Each of the Project dwelling units must remain affordable during the period of
affordability. The Sublessee retains full responsibility for compliance with the affordability
requirement for each of the Project dwelling units, unless affordability restrictions are terminated
due to termination of the Lease or Agreement for Sublease of Property. The Sublessee shall
assure compliance with affordability of each of the Project dwelling units as provided in the
Declaration on the Property. The Declaration shall constitute and remain a lien on the Property
during the period of affordability.
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Sublessee agrees to the,Affordability Requirements as provided in Section 3B and Resale
Provisions as provided in Section 4B of the attached Declaration of Restrictive Covenants in
Exhibit C.
VII. SUBLESSEE PERFORMANCE UNDER THIS AGREEMENT
Sublessee agrees and authorizes the County to conduct on-site reviews, examine client and
contractor records, client applications and to conduct any other procedures or practices to assure
compliance with these provisions.
Sublessee agrees to not violate any State or Federal laws, rules or regulations regarding a direct
or indirect illegal interest on the part of any employee or elected official of the Sublessee in the
Project or payments made pursuant to this Agreement.
Sublessee agrees that to the best of its knowledge, neither the Project nor the funds provided
therefore, and the personnel employed in the administration of the program shall be in any way
or to any extent engaged in the conduct of political activities in contravention of Chapter 15 of
Title 5, United States Code,referred to as the Hatch Act.
Sublessee shall adopt the audit requirements of the Office of Management and Budget
(hereinafter "OMB") Circular A-110, "Grants and Agreements with Institutions of Higher
Education, Hospitals, and Other Nonprofit Organizations," and Circular A-122, "Cost Principles
for Nonprofit Organizations," and OMB Circular A-133, "Audits of Institutions of Higher
Education and Other Non-Profit Institutions." Sublessee shall submit to the County copy of said
audit report. Sublessee shall permit the authorized representatives of the County, HUD and the
Comptroller General of the United States to inspect and audit all data and reports of the
Sublessee relating to its performance under the Agreement.
County shall provide, upon request, copies of all laws, regulations and orders cited in this
Agreement.
Sublessee and County shall at all times observe and comply with Title 24 CFR Part 92 and all
applicable laws, ordinances or regulations of the Federal, State, County, and local government,
which may in any manner affect the performance of this Agreement, and Sublessee shall perform
all acts with responsibility to the County in the same manner as the County is required to
perform all acts with responsibility to the Federal government.
Sublessee hereby assures and certifies that it will comply with the regulations, policies,
guidelines and requirements with respect to the acceptance and use of HOME funds in
accordance with the policies of the County. Also, Sublessee certifies with respect to the Project
that:
1. The Project will be conducted and administered in compliance with:
Title VI of the Civil Rights Act of 1964(Pub. L. 88-352, 42 U.S.C. Sec 2000d et seq.) and
implementing regulations issued at 24 CFR Part I;
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Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-208, 42- U.S.C. Sec 2000d at seq.), as
amended; and that the Sublessee will administer all programs and activities related to housing
and community development in a manner to affirmatively further fair housing;
Section 109 of the Housing and Community Development Act of 1974, as amended; and the
regulations issued pursuant hereto;
Section 3 of the Housing and Urban Development Act of 1968, as amended;
Executive Order 11246-Equal Opportunity, as amended by Executive Orders 11375 and 12086,
and implementing regulations issued at 41 CFR Chapter 60;
Executive Order 11063-Equal Opportunity in Housing, as amended by Executive Order 12259,
and implementing regulations at 24 CFR Part 107;
Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing
regulations when published in effect;
The Age Discrimination Act of 1975 (Pub.L.94135),as amended, and implementing regulations
when published for effect;
The Fair Housing Act(42 U.S.C. 3601-20);
VII. ADMINISTRATION AND REPORTING REQUIREMENTS
Sublessee shall submit to the County a quarterly Progress Report no later than the fifth day of the
months of January,April; July; October until the activity has been reported completed.
Miscellaneous Provisions
a. Uniform Administrative Requirements. The Sublessee must comply with the
applicable uniform administrative requirements of 24 CFR§92.505.
b. Other Program Requirements. The Sublessee must carry out each activity in
compliance with all Federal laws and regulations described in 24 CFR, Part 92, subpart H except
that the subrecipient does not assume the responsibilities for environmental review or
intergovernmental review.
C. Affirmative Marketing. If HOME funds will be used for housing containing
five (5) or more assisted units, The Sublessee must prepare and submit an Affirmative Marketing
Plan to the County.
d. Termination of Agreement. The full benefit of the Project will be realized only
after the completion of the affordability periods for all Project dwelling units. It is the County's
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intention that the full public benefit of the Project shall be completed under the auspices of the
Sublessee for the assisted units as follows:
In the event that the Sublessee is unable to proceed with any aspect of the Project in a timely
manner, and County and the Sublessee determine that reasonable extension(s) for completion
will not remedy the situation, then The Sublessee will retain responsibility for requirements for
any dwelling units assisted and County will make no further payments to the Sublessee.
In the event that the Sublessee, prior to the contract completion date, is unable to continue to
function due to, but, not limited to, dissolution or insolvency of the organization, its filing a
petition for bankruptcy or similar proceedings, or is adjudged bankrupt or fails to comply or
perform with provisions of this agreement, then the Sublessee shall, upon the County's request,
convey to the County the Property assisted with HOME funds. Conveyance shall be at the sole
discretion of County and on a Project dwelling unit by Project dwelling unit basis.
Conveyance shall be on the terms set forth herein:
Conveyance shall occur within thirty (30) days of County and the Sublessee's agreement of the
Sublessee's inability to continue as a viable organization. The Sublessee shall convey the
Property to the County by general warranty deed, free and clear of all liens and encumbrances of
record except those which create a beneficial interest in County (Declaration of Restrictive
Covenants and Deed of Trust).
e. Default, Remedies. This Agreement may be terminated by a non-defaulting
parry 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.
f. Books and Records. The Sublessee shall maintain records of its grant
requirements under this contract for a period of not less than five (5) full fiscal years following
the contract completion date.
i. The Sublessee shall ensure access to records and financial statements, as
necessary, to provide effective monitoring and evaluation of project performance. Additionally,
The Sublessee shall submit a copy of its annual audit to the County.
ii. Upon reasonable advance notice, County or its authorized representatives may
from time to time inspect, audit, and make copies of any of The Sublessee records that relate to
this contract. If any audit by County discloses that payments to The Sublessee were in excess of
the amount to which The Sublessee was entitled under this contract, The Sublessee shall
promptly pay to County the amount of such excess. If the excess is greater than 1% of the
contract amount, The Sublessee shall also reimburse County its reasonable costs incurred in
performing the audit.
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iii. The Sublessee shall maintain files of all tenants, regardless of length of
occupancy, residing in assisted units. Documentation shall verify eligibility for federal assisted
housing at the point of initial tenancy and every subsequent year thereafter for the period of
affordability. Information maintained shall include: tenant income level; name of family
members; ethnic data; family type—e.g. female head of household; disability status; and monthly
rent.
iv. The Sublessee shall maintain records verifying the affordability of the dwelling
units.
g. 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 Notice, the addresses of the parties shall, unless
changed as hereinafter provided, be as follows:
i. To the County: Orange County
c/o Housing, Human Rights and Community
Development Department
P.O.Box 8181
Hillsborough,NC 27278
ATTN: Director
ii. To The Sublessee: Inter-Faith Council for Social Service, Inc.
110 West Main Street
Carrboro,NC 27510
Neither the County nor Sublessee may change the person or address to which any future Notice
shall be given as herein provided.
h. No Assignment.No transfer or assignment of the interest of the Sublessee in this
Agreement shall occur without the prior written consent of the County; neither may The
Sublessee assign this Agreement without the prior written consent of County.
i. Conflict of Interest. The Sublessee agrees to abide by the provisions of 24 CFR
570.611 with respect to conflicts of interest, and covenants that it presently has no financial
interest and shall acquire any financial interest, direct or indirect, that would conflict in any
manner or degree with the performance of services required under this Agreement. The
Sublessee further covenants that in performance of this Agreement no person having such a
financial interest shall be employed or retained by the Sublessee hereunder. These conflicts of
interest provisions apply to any person who is an employee, agent, consultant, or elected official
or appointed official of the County, or any designated public agencies or subrecipients that are
receiving funds under the County HOME Investment Partnership Program.
j. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
k. Indemnification. To the extent legally possible, The Sublessee shall indemnify
and hold County, its officers, agents, and employees, harmless from and against any and all
claims, actions, liabilities, costs, including attorney fees and other costs of defense, arising out of
or in any way related to any act or failure to act by The Sublessee, its employees, agents,
officers, and contractors in connection with this contract. In the event any such action or claim is
brought against County, The Sublessee shall, upon County's tender, defend the same at The
Sublessee's sole cost and expense, promptly satisfy any judgment adverse to County or to
County and The Sublessee jointly, and reimburse the County for any loss, cost, damage, or
expense, including attorney fees suffered or incurred by the County.
1. Subcontracting. The Sublessee shall not subcontract work under this Agreement,
in whole or in part, without the County's prior written approval. The Sublessee shall require any
approved subcontractor to agree, as to the portion subcontracted, to comply with all applicable
federal, state, and local laws, rules, ordinances, and regulations at all times and in the
performance of the work and to comply with all applicable obligations of The Sublessee
specified in this contract. Notwithstanding County's approval of a subcontractor, The Sublessee
shall remain obligated for full performance of this contract and County shall incur no obligation
to any subcontractor. The Sublessee shall indemnify, defend, and hold County harmless from all
claims of its contractors.
m. No Joint Venture or Agency. The County, The Sublessee each agree and
acknowledge that nothing contained herein or otherwise, including, without limitation, any act of
the County, The Sublessee under this Agreement, shall be deemed or construed to create any
relationship of joint venture, partnership or agency between the parties.
n. 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 The Sublessee 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 The Sublessee be a waiver by the County of its
rights and remedies with respect to that or any other breach.
o. 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.
P. 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
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Agreement shall be valid and be enforced to the fullest extent permitted by law. The County,
The Sublessee 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, The Sublessee
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.
q. Equal Opportunity. The Sublessee shall not discriminate against any employee
or applicant for employment because of race, color, religion, sex, national origin, political
affiliation or belief, age, handicap, or familial status in the implementation of the Project.
r. Headings. Headings are for convenience only and shall not be used to interpret or
construe its provision.
S. 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.
t. Recording. The parties hereto agree that upon notice to the other and at its own
cost and expense, a parry may record this Agreement in the Office of Register of Deeds for
Orange County.
U. 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, The Sublessee shall comply with all
federal, state and local laws, regulations and ordinances applicable to the expenditure of funds
provided by the County, to purchase and develop the Property.
V. Publicity; Signage. The Sublessee 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.
W. 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.
X. No Third Party Rights. The parties hereto covenant and agree that nothing
contained in this Agreement or any act by the County, The Sublessee 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, The Sublessee or any of their respective officers, agents or employees by any third
party-
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Y. 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.
Z. Duration of Agreement. This Agreement shall be effective on the date of
execution and shall remain in effect during the period of affordability required by the Act under
24 CFR Part 92.
i
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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.
ORANGE COVN RTH CAR INA
Mic el S" Interim ounty Manager
ATTEST: ®{�``ge �047f�
nna Baker
Clerk to the Board of Commissioners
17 52
A p ved s form and legality
e
ette Moore, Staff A orneyOrth eLar°��r
This document has been preaudited in accordance with the N.C. Local Government and Fiscal
Control Act. n
4� , Clarence Grier, Finance Director
INTER-FAITH COUNCIL FOR SOCIAL
SERVICE,INC.
President
AT, ST 7
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EXHIBIT A
Property Description
Being all that tract of land containing 1.66 acres,more or less, located in Chapel Hill
Township, Orange County, Town of Chapel Hill,North Carolina and being more particularly
described as follows:
From a Point of Beginning;being an Iron Pin located in the western right-of-way of
Martin Luther King Jr.Blvd. (NC Hwy 86) having North Carolina State Plane Coordinates
(NAD83) of N(Y) 801367.47sft and E(X) 1982807.23sft; thence N87° 59' 46"W 310.00' to a
computed point;thence S02° 00' 14"W 140.00' to a computed point; thence S30° 43' 5YE
166.43' to a computed point;thence S87° 59' 46"E 160.00' to a computed point;then N14° 05'
55"E 286.36' to the Point of Beginning; containing 1.66 acres.
Being the same area shown on the Map titled"Exhibit A: Lease Area From the State of
North Carolina to Town of Chapel Hill"and a part of the property described on the survey titled
"Minor Subdivision of Chapel Hill Operation Center&Homestead 100KV Substation Lot",
recorded in Orange County,North Carolina in Plat Book 104, Page 32.
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AL°R°® CERTIFICATE OF LIABILITY INSURANCE 5�7/2014"�'
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 pol(cy(les)must 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 Ileu of such endorsement(s).
PRODUCER E" T Michelle Corcoran
Insurance professionals, Inc. PHONE (919)467-5555 1 FAX. (919)467-7764
919 Kildaire Farm Road .MA .mcorcoranQinspronc.com
Suite 2 INSURE R($)AFFORDING COVERAGE NAICN
Cary NC 27511 INSURERAAlliane Of Nonprofits For Ins
INSURED INSURERS:First Benefits Insurance Mutual
Inter-Faith Food Shuttle Inc. INSURERCNorth American Elite Ins. Co.
Po BOX 14638 INSURER D:
INSURER E:
'Raleigh NC 27620 INSU ERF:
COVERAGES CERTIFICATE NUMBER:2014 Liability Master REVISION NUMBER:
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.
INSR
L TYPEOFINSURANCE S POLICY NUMBER XWOM IMP0hVLDSyM6%P
LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
X COMMERCIAL GENERAL LIABILITY PR f E S(E000currancel $ 500,000
A CLAWS-MADE XX OCCUR 201330334 /15/2014 /15/2015 MEDEXP ono rson) $ 20,000
PERSONAL&ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 2,000,000
GEKLAGGREGATELIIAITAPPUESPER: PRODUCTS-COMPIOPAGG $ 2,000,000
X POLICY PRO- LOC S
AUTOMOBILE LIABILITY COI.IBINIED ten) tiuT 11000,000
A X ANY AUTO
BODILY INJURY(Per person) S
ALLOANEU SCHEDULED 01330334 /15/2014 /15/2015 BODILY INJURY(Per aeddent) $AU A��
HIRED NON-OANED S AUTOS
$
X UMBRELLA LIAB HCLAI)AS4.tADE OCCUR EACH OCCURRENCE S 3,000,000
A EXCESSLULB AGGREGATE S 3,000,000
DED I X I RETENTIONJ 10,000 1 P01330334UMS /15/2014 /15/2015 $
B WORKERS COMPENSATION X K STATU- OT
AND EMPLOYERS'LIABILITY Y1 N
ANY PROPMETORIPARRI£RIEXECUTIVE £.L EACH ACCIDENT $ 500,000
OFFICERIAEI,!BER EXCLUDED? a NIA
(Mandatary In NH) 1265552013 /1/2013 /1/2014 E.LDISEASE-EAEMPLOYE $ 500,000
If YYMbe under
DlON OF OPERATIONS below E.L.DISEASE.POLICY LIMIT S 500,000
C Employee Dishonesty CnOO102050230334 115/2014 /15/2015 Unit 50,0000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space is required)
Operations usual to food recovery.
CERTIFICATE HOLDER CANCELLATION
sally@foodshuttle.org 9HOULDANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Orange County Government ACCORDANCE WITH THE POLICY PROVISIONS.
County Managers Office
200 South Cameron AUTHORIZED REPRESENTATIVE
Hillsborough, KC 27278
Michelle Corcoran/MC
ACORD 26(20101`06) Q 1986-2010 ACORD CORPORATION. All rights reserved.
INR{12S r�nimstnr Th.Ar'ni2n Ar non
EXHIBIT B
Schedule of Values
The Inter-Faith Council for Social Services proposes to use the Orange County HOME Funds for
the purpose of building construction as delineation in the Schedule of Values attached herein.
Source of Funds
Orange County HOME Funds $500,000
Sublessee may not request disbursement of funds under this Agreement until the funds are
needed for payment of eligible costs. The amount of each request must be limited to eligible
costs as determined by the County's Housing, Human Rights and Community Development
Department("OCHHRCD").
Funds may be shifted between line items of the Project without prior approval of the County only
to the extent of"Minor Adjustments," defined as actions which do not result in a change in the
Project and so long as such Minor Adjustments do not exceed ten percent (10%) of the line item
total from which the funds are being removed or to which the funds are being added, there is no
increase to the above budget, and there are only minor changes to the Plans and Specifications.
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Project Construction Form FHLBanW
3. Schedule of Values (New Construction Only) A FEDERAL HOME LOAN BANK
Application/Project No: 26 Project: Community House Men's 1 Submit Date: 2/1/2014
Project City: Chapel Hill State: NC Zip: 27514
Contractor: License:
CSI Div Description Budget %
02 Infr Site Construction (Infrastructure) $ - 0.0%
02 Site Site Construction (Site Improvements) $ 729,000.00 23.4%
02 Exist Site Construction (Existing Conditions) 0.0%
03 Concrete $ 148,000.00 4.8%
04 IMasonry $ 162,000.00 5.2%
05 Metals $ 390,000.00 12.5%
06 Wood& Plastics $ 78,000.00 2.5%
07 Thermal&Moisture Protection $ 165,000.00 5.3%
08 Doors&Windows $ 180,000.00 5.8%
09 Finishes $ 227,000.00 7.3%
10 Specialties $ 25,000.00 0.8%
11 Equipment $ 150,000.00 4.8%
12 Furnishings $ 200,000.00 6.4%
13 Site Special Construction (Site Construction) 0.0%
13 Bldg Special Construction(Building Construction) 0.0%
14 Conveying Systems $ 55,000.00 1.8%
15 Mechanical $ 396,000.00 12.7%
16 Electrical $ 209,000.00 6.7%
Subtotal Direct New Construction Costs $ 3,114,000.00 100.0%
01 General Requirements $ 186,000.00 6.0%
OH Contractor's Overhead $ 61,000.00 2.0%
PR Contractor's Profit $ 249,000.00 8.0%
OF Other Fees Paid by Contractor(Paid on Behalf of Owner) 0.0%
Subtotal Contractor Indirect New Construction Costs $ 496,000.00 15.9%
Total Original New Construction Contract Amount $ 3,610,000.00
CO Change Orders(To Primary Contract) 0.0%
OC Other New Construction Contract(s) 0.0%
OW Owner/Developer-Completed New Construction 0.0%
CC Owner/Develo per's New Construction Contingency $ 183,000.00 5.1%
Total New Construction Hard Cost Budget $ 3,793,000.00
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FHLB Project Construction Form 3. New Construction V:12/13/2013 4 of 9
Exhibit C
Prepared by: Annette Moore,Esquire,Orange County Staff Attorney,P.O. Box 8181,Hillsborough,NC 27278
After recording return to: Annette Moore,Esquire,Orange County Staff Attorney,P.O. Box 8181,Hillsborough,
NC 27278
DECLARATION OF RESTRICTIVE COVENANTS
THIS DECLARATION OF RESTRICTIVE COVENANTS (hereinafter referred to as
"Declaration"), dated , by the Inter-Faith Council for Social Services, Inc.
for itself and its successors and assigns (hereinafter referred to as "Sublessee"or"IFC"), is given
as a condition precedent to the award of Orange County HOME Partnership funds.
RECITALS:
WHEREAS, the Orange County HOME Consortium has designated approximately
$500,000 in HOME funds to assist in the construction of a transitional living facility for
homeless men with 50 plus beds known as Community House Men's Transitional Housing
Facility in Chapel Hill; and
WHEREAS, the County is the lead entity of the Orange County HOME Consortium, so
designated in an agreement dated July 1, 2011 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 11 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, the Community House Men's Transitional Housing Facility (hereinafter
referred to as "the Project"), a new 50 plus bed facility for homeless men individuals owned by
IFC, serving 50+ low income individuals earning less than 50% of the Area Median Income and
which will remain affordable for low income families throughout the term of the 99 year period
of affordability; and
WHEREAS, the Community House Transitional Housing Facility will be located at
1315 Martin Luther King, Jr. Blvd. in Chapel Hill, NC on property as more particularly
described in EXHIBIT A (hereinafter referred to as "the Property"); and
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WHEREAS, on March 28, 2013, the Town of Chapel Hill and the State of North
Carolina entered into a Land Lease (hereinafter referred to as "the Lease") for the Property,
which Lease has been recorded in Deed Book 5579 beginning at Page 143 in the Office of the
Register of Deeds for Orange County,North Carolina; and
WHEREAS, on April 4, 2013, the Town of Chapel Hill and Inter-Faith Council for
Social Service, Inc. entered into an Agreement for Sublease of Property (hereinafter referred to
as "the Sublease") for the Property, which Agreement has been recorded in Deed Book 5584
beginning at Page 271 in the Office of the Register of Deeds for Orange County,North Carolina;
and
WHEREAS, IFC agrees to utilize HOME funds provided for the purpose of
constructing the Property as described in its HOME Program applications February 28, 2005,
February 25, 2009, February 25, 2010 and February 25, 2011 which is hereby incorporated into
this Agreement and hereinafter referred to as"the Project"; and
WHEREAS, notwithstanding any provision of this Agreement, the County and IFC
hereto agree and acknowledge that this Agreement does not constitute a commitment of funds or
site approval, and that such commitment of funds or approval may occur only upon satisfactory
completion of an environmental review and receipt by Orange County of a Release of Funds
from the U.S. Department of Housing and Urban Development under 24 CFR Part §58 if
applicable. The parties further agree that the provision of such funds to the project is
conditioned on Orange County's determination to proceed with, modify, or cancel the project
based on the results of a subsequent environmental review.
WHEREAS, IFC has signed this Declaration agreeing to the terms of this Declaration,
its obligations pursuant to this Declaration and agreeing to the terms of the HOME PROGRAM
DEVELOPMENT AGREEMENT between the County and IFC of even date;
NOW, THEREFORE, in consideration of the promises and covenants hereinafter set
forth and of other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, IFC intends, declares, and covenants that the regulatory and restrictive covenants
set forth herein governing the use, occupancy, and transfer of the Property shall be and are
covenants pertaining to the Property and running with the land for the term stated herein and are
binding upon all subsequent Sublessees of the Property and for such term, except as specifically
provided herein, and are not merely personal covenants of IFC.
SECTION 1 REPRESENTATIONS, COVENANTS AND WARRANTIES OF
SUBLESSEE
IFC hereby represents covenants and warrants as follows:
a. It is contemplated that the Property and the Project will be used, during the period of
affordability as described in the HOME Program Development Agreement after Project
Completion (defined as the last of the following events: the Property is acquired,
rehabilitated, if necessary, and the last of the fifty(50) Project dwelling units occupied by
a low-income family), for rental housing to families earning up to 50% of HUD area
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median income. In the event Sublessee sells, transfers or exchanges the Property or any
portion of the Property, the following shall pertain:
1. Subject to the requirements of the DEVELOPMENT AGREEMENT (Exhibit B
hereto), the Orange County HOME Investment Partnership Program and this
Declaration, Sublessee may sell, transfer, or exchange the Property to a non-profit
fund, foundation, or corporation of like purpose which is organized and operated
exclusively for charitable and educational purposes and which has established its tax
exempt status under Section 501 (c)(3) of the Internal Revenue Code, or to Orange
County; provided, however, Sublessee shall obtain the written agreement, in form
satisfactory to Orange County, of any buyer or successor or other person acquiring the
Property or any interest therein, that such acquisition is subject to the requirements of
this Declaration and to the requirements of the DEVELOPMENT AGREEMENT and
the Orange County HOME Investment Partnership Program. Sublessee agrees that
Orange County may void any sale, transfer, or exchange of the Property or any portion
of the Property if the buyer or successor or other person fails to assume in writing the
requirements of this Declaration and the requirements of the DEVELOPMENT
AGREEMENT and the Orange County HOME Investment Partnership Program.
2.Any assignment, sale, transfer, conveyance or other disposition of the Property or any
part of the Property other than as described in subparagraph 1 above, whether
voluntary or involuntary or by operation of law shall be subject to the provisions of
SECTION 4 of this Declaration.
b. Sublessee will, at the time of execution, delivery and recording of this Declaration, have
good and marketable title to the Property, free and clear of any lien or encumbrance
(except encumbrances created pursuant to this Declaration or other permitted
encumbrances).
C. Sublessee warrants that it has not and will not execute any other declaration with
provisions contradictory to, or in opposition to, the provisions hereof, and that in any
event, the requirements of this Declaration are paramount and controlling as to the rights
and obligations herein set forth and supersede any other requirements in conflict
herewith.
SECTION 2 TERM OF DECLARATION
a. This Declaration, and the Terms of Affordability specified herein, apply to the Property
immediately upon recordation, and Sublessee shall comply with all restrictive covenants
herein. This declaration shall terminate ninety-nine years or upon termination of the
Lease or Sublease after Project Completion, unless Orange County HOME Investment
Partnership Program affordability restrictions are terminated due to the sale of the
Property to a non-qualified buyer as provided herein.
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b. This Agreement will remain in effect during the Period of Affordability which is 99 years
or the term of the lease and any renewals of the lease whichever is earlier.
SECTION 3 RECORDING AND FILING; COVENANTS TO RUN WITH
THE LAND
a. Upon execution of this Declaration by Sublessee, Sublessee shall cause this Declaration
and all amendments hereto to be recorded and filed in the Office of the Register of Deeds
of Orange County.
b. Sublessee intends, declares and covenants, on behalf of itself and all future Sublessees of
the Project during the term of this Declaration, that this Declaration and the covenants
and restrictions set forth in this Declaration regulating and restricting the use, occupancy
and transfer of the Property (1) shall be and are covenants running with the land,
encumbering the Property for the term of this declaration, binding upon Sublessee's
successors in title and all subsequent Sublessees of the Property; (2) are not merely
personal covenants of Sublessee; and (3) shall bind Sublessee (and the benefits shall
inure to Orange County and any past, present or prospective Sublessee of the Property)
and its respective successors and assigns during the term of this Declaration. Sublessee
hereby agrees that any and all requirements or privileges of estate are intended to be
satisfied, or in the alternate, that an equitable servitude has been created to insure that
these restrictions run with the Property. For the term of this Declaration, each and every
contract, deed or other instrument hereafter executed conveying the Property or portion
thereof shall expressly provide that such conveyance is subject to this Declaration,
provided, however, the covenants contained herein shall survive and be effective
regardless of whether such contracts, deed, or other instrument hereafter executed
conveying the Property or portion thereof provides that such conveyance is subject to this
Declaration. It is further the responsibility of Sublessee to rerecord the Declaration of
Restrictive Covenants periodically and no less often than one day less than every 30 years
from the date hereof for the purpose of renewing the rights of first refusal in the Property
or portion thereof including any leasehold interest in the Property or portion thereof.
Orange County retains the right to, periodically and every 30 years after the first
recording of the Declaration of Restrictive Covenants on the Property to register,with the
Register of Deeds of Orange County, a notice of preservation of the Restrictive
Covenants on the Property as provided in North Carolina General Statute § 4713-4 or any
comparable preservation law in effect at the time of the recording of the notice of
preservation. It is the intent of this Section that the period of affordability of this
Declaration of Restrictive Covenants be accomplished and that any future Sublessee of
the Property, IFC, and Orange County will do what is necessary to ensure that the same
is not extinguished by N.C. Gen. Stat. § 41-29 or any comparable law purporting to
extinguish, by the passage of time, preemptive rights in the Property and by the Real
Property Marketable Title Act or any comparable law purporting to extinguish, by the
passage of time, non possessory interests in real property. Any future Sublessee, IFC and
Orange County agree to do what each must do to accomplish the period of affordability
of this Declaration of Restrictive Covenants.
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SECTION 4 ENFORCEMENT OF AFFORDABLE HOUSING
REQUIREMENTS
a. Rights of Refusal
a. Grant and Effect. Orange County is granted a right of first refusal to purchase
the Property as described in this Section. Any assignment, sale, transfer,
conveyance, or other disposition of the Property or any part thereof whether
voluntarily or involuntarily or by operation of law ("Transfer") shall not be
effective unless and until the below-described procedure is followed.
b. Right of First Refusal. If Sublessee contemplates a Transfer to other than
an agency with similar interest in affordable housing serving families with
incomes not exceeding 80% of the area median household income by family size,
as determined by the U.S. Department of Housing and Urban Development at the
time of the transfer, the non-profit fund, foundation, or corporation of like
purposes must have established its tax-exempt status under Section 501 (c)(3) of
the Internal Revenue Code. Sublessee shall send to Orange County, at the address
noted in the Notice section of this Declaration, not less than 90 days prior to the
contemplated closing date of the Transfer, a "Notice of Intent to Sell." This
Notice of Intent to Sell shall be accompanied by a copy of a completed, fully
executed bona fide offer to purchase the Property on the then current North
Carolina Bar Association "Offer to Purchase and Contract" form. If Orange
County elects to exercise its said right of refusal, it shall notify the Sublessee of
its election to purchase within 30 days of its receipt of the Notice and shall
purchase the Property or portion thereof within 90 days of the receipt of the
"Notice of Intent to Sell."
C. Sales After Failure to Exercise Rights of Refusal If Orange County does not
advise Sublessee in a timely fashion of an intent to purchase the Property, then
Sublessee shall be free to transfer the property in accordance with this Section.
d. Assignability, Orange County may assign its right of first refusal without
Sublessee's consent.
B. Resale Provisions
a. If the Sublessee no longer uses the Property as affordable rental property, then
Sublessee must sell, transfer, or otherwise dispose of its interest in the Property only to an
agency with similar interest in affordable housing and to serve families with incomes not
exceeding 80% of the area median household income by family size, as determined by
the U.S. Department of Housing and Urban Development at the time of the transfer. The
non-profit fund, foundation, or corporation of like purposes must have established its tax-
exempt status under Section 501 (c)(3) of the Internal Revenue Code.
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b. However, if the property is not sold, transferred, or otherwise disposed of to an
agency with similar interest in affordable housing during the term of affordability, the net
sales proceeds (sales price less: (1) selling cost, and (2) the unpaid principal amount of
the initial Orange County contribution and any other initial government contribution
secured by a deferred payment promissory note and deed of trust) or "equity" will be
divided 50150 by the seller of the Property and Orange County.
c. The resale provisions shall remain in effect for the full affordability period.
C. Sublessee covenants that it will not knowingly take or permit any action that would result
in a violation of the affordability requirements of Orange County or of the Orange County
HOME Investment Partnership Program. Orange County, together with Sublessee, may execute
and record any amendment or modification of this Declaration and such amendment or
modification shall be binding on third parties granted rights under this Declaration.
D. Sublessee acknowledges that the primary purpose for requiring compliance by Sublessee
with restrictions provided in this Declaration is to assure compliance with the affordability
requirements of Orange County and the Orange County HOME Investment Partnership Program,
AND BY REASON THEREOF, SUBLESSEE IN CONSIDERATION FOR RECEIVING
ORANGE COUNTY HOME INVESTMENT PARTNERSHIP PROGRAM FUNDS FOR THE
PROPERTY HEREBY AGREES AND CONSENTS THAT ORANGE COUNTY SHALL BE
ENTITLED, FOR ANY BREACH OF THE PROVISIONS HEREIN, AND IN ADDITION TO
ALL OTHER REMEDIES PROVIDED BY LAW OR IN EQUITY, TO ENFORCE BY
SPECIFIC PERFORMANCE SUBLESSEE'S OBLIGATIONS UNDER THIS
DECLARATION IN A STATE COURT OF COMPETENT JURISDICTION, WITH VENUE
IN ORANGE COUNTY. Sublessee hereby further specifically acknowledges that the
beneficiaries of Sublessee's obligations hereunder cannot be adequately compensated by
monetary damages in the event of any default hereunder.
E. This Declaration may be enforced by Orange County or its designee in the event Sublessee
fails to satisfy any of the requirements of this Declaration by proceedings at law or in equity
against any person or persons violating or attempting to violate any covenant. If legal costs are
incurred by Orange County, such legal costs, including attorney fees and court costs (including
costs of appeal), are the responsibility of, and may be recovered from the Sublessee.
SECTION 6 MISCELLANEOUS
a. Severability. The invalidity of any clause, part, or provision of this Declaration shall not
affect the validity of the remaining portions thereof.
b. 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 hereinabove described shall
be effective upon mailing. For purposes of Notice, the addresses of the parties shall, unless
changed as hereinafter provided,be as follows:
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i. To Orange County: Orange County
c/o Housing, Human Rights, and Community
Development Department
P.O. Box 8181
Hillsborough,NC 27278
ATTN: Director
ii. To The Sublessee: Inter-Faith Council for Social Service, Inc.
110 West Main Street
Carrboro,NC 27510
C. Governing Law. This Declaration shall be governed by the laws of the State of
North Carolina and,where applicable,the laws of the United States of America.
IN WITNESS WHEREOF, the Sublessee has caused this Declaration to be signed by its duly
authorized representative, on the day and year first above written.
INTER-FAITH COUNCIL FOR SOCIAL
SERVICE,INC.
By:
NORTH CAROLINA
COUNTY
I Notary Public in and for the above named County and State, do
hereby certify that on this day personally appeared before me with
whom I am personally acquainted, who being by me duly sworn, says that he/she is
of Inter-Faith Council for Social Service, Inc., and that by authority
duly given and as the act of the corporation, the foregoing instrument was signed by him on
behalf of the corporation.
Witness my hand and notarial seal, this the day of 20
Notary Public
My commission expires:
21
EXHIBIT A
Property Description
Being all that tract of land containing 1.66 acres, more or less, located in Chapel Hill
Township, Orange County, Town of Chapel Hill,North Carolina and being more particularly
described as follows:
From a Point of Beginning; being an Iron Pin located in the western right-of-way of
Martin Luther King Jr. Blvd. (NC Hwy 86)having North Carolina State Plane Coordinates
(NAD83) ofN(Y) 801367.47sft and E(X) 1982807.23sft; thence N87° 59' 46"W 310.00' to a
computed point; thence S02° 00' 14"W 140.00' to a computed point; thence S30° 43' 5YE
166.43' to a computed point; thence S87° 59' 46"E 160.00' to a computed point; then N14° 05'
55"E 286.36' to the Point of Beginning; containing 1.66 acres.
Being the same area shown on the Map titled"Exhibit A: Lease Area From the State of
North Carolina to Town of Chapel Hill" and a part of the property described on the survey titled
"Minor Subdivision of Chapel Hill Operation Center&Homestead 100KV Substation Lot",
recorded in Orange County,North Carolina in Plat Book 104, Page 32.
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EXHIBIT B
NORTH CAROLINA
DEVELOPMENT AGREEMENT
ORANGE COUNTY
This is an AGREEMENT between ORANGE COUNTY, a body politic and corporate, a
political subdivision of the State of North Carolina, (hereinafter referred to as the "County") and
INTER-FAITH COUNCIL FOR SOCIAL SERVICE, INC. a North Carolina non-profit
corporation, (hereinafter referred to as "IFC" or "Sublessee"). The effective date of this
agreement is
WITNESSTH
WHEREAS, the Orange County HOME Consortium has designated approximately
$500,000 in HOME funds to assist in the construction of a transitional living facility for
homeless men with 50 plus beds known as Community House Men's Transitional Housing
Facility in Chapel Hill; and
WHEREAS, the County is the lead entity of the Orange County HOME Consortium, so
designated in an agreement dated July 1, 2011 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, the Community House Men's Transitional Housing Facility (hereinafter
referred to as "the Project"), a new 50 plus bed facility for homeless men individuals owned by
IFC, serving 50+low income individuals earning less than 50% of the Area Median Income and
which will remain affordable for low income families throughout the term of the 99 year period
of affordability; and
WHEREAS, the Community House Transitional Housing Facility will be located at
1315 Martin Luther King, Jr. Blvd. in Chapel Hill, NC on property as more particularly
described in EXHIBIT A(hereinafter referred to as "the Property"); and
WHEREAS, on March 28, 2013, the Town of Chapel Hill and the State of North
Carolina entered into a Land Lease (hereinafter referred to as "the Lease") for the Property,
which Lease has been recorded in Deed Book 5579 beginning at Page 143 in the Office of the
Register of Deeds for Orange County,North Carolina; and
WHEREAS, on April 4, 2013, the Town of Chapel Hill and Inter-Faith Council for
Social Service, Inc. entered into an Agreement for Sublease of Property (hereinafter referred to
23
as "the Sublease") for the Property, which Agreement has been recorded in Deed Book 5584
beginning at Page 271 in the Office of the Register of Deeds for Orange County,North Carolina;
and
WHEREAS, IFC agrees to utilize HOME funds provided for the purpose of
constructing the Property as described in its HOME Program applications February 28, 2005,
February 25, 2009, February 25, 2010 and February 25, 2011 which is hereby incorporated into
this Agreement and hereinafter referred to as "the Project"; and
WHEREAS, notwithstanding any provision of this Agreement, the County and IFC
agree and acknowledge that this Agreement does not constitute a commitment of funds or site
approval, and that such commitment of funds or approval may occur only upon satisfactory
completion of an environmental review and receipt by Orange County of a Release of Funds
from the U.S. Department of Housing and Urban Development under 24 CFR Part §58 if
applicable. The parties further agree that the provision of such funds to the project is
conditioned on Orange County's determination to proceed with, modify, or cancel the project
based on the results of a subsequent environmental review.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations
contained herein, it is agreed between the parties hereto as follows:
I. USE OF HOME FUNDS/SUBSIDY TYPE
I. The Sublessee shall perform the projects or tasks related to its allocation of HOME funds
within the proposed budget outlined in Exhibit B, Schedule of Values. Exhibits B is hereby
made a part of this Agreement and are incorporated by reference, as it now reads or as it may be
modified by the parties.
2. The Sublessee must comply with all of the Lease and Agreement for Sublease of Property
obligations, terms and conditions throughout the term of this Agreement and prior to requesting
any disbursement of funds under this Agreement. The amount of each request must be limited to
eligible costs as determined by Orange County staff.
3. The Sublessee shall provide all insurance required by the Lease, naming Orange County
as an additional insured as to its interest in said Property including any improvements.
4. Said funds shall be disbursed by check payable to the Sublessee.
5. HOME funds will be a fixed subsidy provided in the form of grant.
II. AMOUNT OF HOME FUNDS/GRANT TERMS
The County shall make available to the Sublessee up to Five Hundred Thousand Dollars
($500,000)pursuant to this Agreement. The funding provided by the County will be provided as
a fixed subsidy in the form of a grant.
24
Said funds shall be disbursed by the County to the Sublessee for performance of the services
described in Exhibit B.
III. LIEN POSITION
Orange County hereby acknowledges that the terms and conditions of its (i) HOME Program
Development Agreement and (ii) Declaration of Restrictive Covenants (collectively referred to
as "Orange County Documents"), for Community House Transitional Housing Facility shall be
expressly subordinated only to the: (iii) Deed of Easement (Corporate Sewer Easement with
Mortgage) recorded at Book 5659, Page 570 in the Orange County Registry; (iv) Deed of
Easement (Corporate Water Easement with Mortgage) recorded at Book 5659, Page 462 in the
Orange County Registry; (v) Stormwater Facility Easement Agreement recorded at Page 5703,
Page 44 in the Orange County Registry; and (vi) Access Easement Agreement recorded at Book
5703, Page 72 in the Orange County Registry. The Declaration of Restrictive Covenants is
described in Section VI. of this Agreement, the form of which is attached as Exhibit C and
incorporated by reference.
IV. TIMELINESS
The Sublessee shall complete the Project within eighteen (18) months from the date of this
Agreement. However, in the event of any alterations or additions or of circumstances beyond the
control of the Sublessee, which in the opinion of the Director of the County's Department of
Housing, Human Relations and Community Development will require additional time for
completion of the Project, then in that case, the time of completion shall be extended by the
County Manager in writing for a period of time not to exceed six (6) months. Any further
extensions will require the approval of the Orange County Board of County Commissioners.
V. DURATION OF THE AGREEMENT
This Agreement will remain in effect during the Period of Affordability which is 99 years
or the term of the lease and any renewals of the lease whichever is earlier.
VI. AFFORDABILITY REQUIREMENTS
Sublessee agrees to lease the Project dwelling units up to fifty (50) low income families
earning less than 50% of the area median income throughout the period of affordability. Area
Median Income by family size is determined by the U.S. Department of Housing and Urban
Development and amended from time to time. Residential leases will not exceed one year in
term.
Each of the Project dwelling units must remain affordable during the period of
affordability. The Sublessee retains full responsibility for compliance with the affordability
requirement for each of the Project dwelling units,unless affordability restrictions are terminated
due to termination of the Lease or Agreement for Sublease of Property. The Sublessee shall
assure compliance with affordability of each of the Project dwelling units as provided in the
25
Declaration on the Property. The Declaration shall constitute and remain a lien on the Property
during the period of affordability.
Sublessee agrees to the Affordability Requirements as provided in Section 3b and Resale
Provisions as provided in Section 4B of the attached Declaration of Restrictive Covenants in
Exhibit C.
VII. SUBLESSEE PERFORMANCE UNDER THIS AGREEMENT
Sublessee agrees and authorizes the County to conduct on-site reviews, examine client and
contractor records, client applications and to conduct any other procedures or practices to assure
compliance with these provisions.
Sublessee agrees to not violate any State or Federal laws, rules or regulations regarding a direct
or indirect illegal interest on the part of any employee or elected official of the Sublessee in the
Project or payments made pursuant to this Agreement.
Sublessee agrees that to the best of its knowledge, neither the Project nor the funds provided
therefore, and the personnel employed in the administration of the program shall be in any way
or to any extent engaged in the conduct of political activities in contravention of Chapter 15 of
Title 5,United States Code, referred to as the Hatch Act.
Sublessee shall adopt the audit requirements of the Office of Management and Budget
(hereinafter "OMB") Circular A-110, "Grants and Agreements with Institutions of Higher
Education, Hospitals, and Other Nonprofit Organizations," and Circular A-122, "Cost Principles
for Nonprofit Organizations," and OMB Circular A-133, "Audits of Institutions of Higher
Education and Other Non-Profit Institutions." Sublessee shall submit to the County copy of said
audit report. Sublessee shall permit the authorized representatives of the County, HUD and the
Comptroller General of the United States to inspect and audit all data and reports of the
Sublessee relating to its performance under the Agreement.
County shall provide, upon request, copies of all laws, regulations and orders cited in this
Agreement.
Sublessee and County shall at all times observe and comply with Title 24 CFR Part 92 and all
applicable laws, ordinances or regulations of the Federal, State, County, and local government,
which may in any manner affect the performance of this Agreement, and Sublessee shall perform
all acts with responsibility to the County in the same manner as the County is required to
perform all acts with responsibility to the Federal government.
Sublessee hereby assures and certifies that it will comply with the regulations, policies,
guidelines and requirements with respect to the acceptance and use of HOME funds in
accordance with the policies of the County. Also, Sublessee certifies with respect to the Project
that:
26
1. The Project will be conducted and administered in compliance with:
Title VI of the Civil Rights Act of 1964 (Pub. L. 88-352,42 U.S.C. Sec 2000d et seq.) and
implementing regulations issued at 24 CFR Part I;
Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-208, 42 U.S.C. Sec 2000d at seq.), as
amended; and that the Sublessee will administer all programs and activities related to housing
and community development in a manner to affirmatively further fair housing;
Section 109 of the Housing and Community Development Act of 1974, as amended; and the
regulations issued pursuant hereto;
Section 3 of the Housing and Urban Development Act of 1968, as amended;
Executive Order 11246-Equal Opportunity, as amended by Executive Orders 11375 and 12086,
and implementing regulations issued at 41 CFR Chapter 60;
Executive Order 11063-Equal Opportunity in Housing, as amended by Executive Order 12259,
and implementing regulations at 24 CFR Part 107;
Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing
regulations when published in effect;
The Age Discrimination Act of 1975 (Pub. L. 94135), as amended, and implementing regulations
when published for effect;
The Fair Housing Act(42 U.S.C. 3601-20);
VII. ADMINISTRATION AND REPORTING REQUIREMENTS
Sublessee shall submit to the County a quarterly Progress Report no later than the fifth day of the
months of January,April; July; October until the activity has been reported completed.
Miscellaneous Provisions
a. Uniform Administrative Requirements. The Sublessee must comply with the
applicable uniform administrative requirements of 24 CFR §92.505.
b. Other Program Requirements. The Sublessee must carry out each activity in
compliance with all Federal laws and regulations described in 24 CFR, Part 92, subpart H except
that the subrecipient does not assume the responsibilities for environmental review or
intergovernmental review.
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C. Affirmative Marketing. If HOME funds will be used for housing containing
five (5) or more assisted units, The Sublessee must prepare and submit an Affirmative Marketing
Plan to the County.
d. Termination of Agreement. The full benefit of the Project will be realized only
after the completion of the affordability periods for all Project dwelling units. It is the County's
intention that the full public benefit of the Project shall be completed under the auspices of the
Sublessee for the assisted units as follows:
In the event that the Sublessee is unable to proceed with any aspect of the Project in a timely
manner, and County and the Sublessee determine that reasonable extension(s) for completion
will not remedy the situation, then The Sublessee will retain responsibility for requirements for
any dwelling units assisted and County will make no further payments to the Sublessee.
In the event that the Sublessee, prior to the contract completion date, is unable to continue to
function due to, but, not limited to, dissolution or insolvency of the organization, its filing a
petition for bankruptcy or similar proceedings, or is adjudged bankrupt or fails to comply or
perform with provisions of this agreement, then the Sublessee shall, upon the County's request,
convey to the County the Property assisted with HOME funds. Conveyance shall be at the sole
discretion of County and on a Project dwelling unit by Project dwelling unit basis.
Conveyance shall be on the terms set forth herein:
Conveyance shall occur within thirty (30) days of County and the Sublessee's agreement of the
Sublessee's inability to continue as a viable organization. The Sublessee shall convey the
Property to the County by general warranty deed, free and clear of all liens and encumbrances of
record except those which create a beneficial interest in County (Declaration of Restrictive
Covenants and Deed of Trust).
e. 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.
f. Books and Records. The Sublessee shall maintain records of its grant
requirements under this contract for a period of not less than five (5) full fiscal years following
the contract completion date.
i. The Sublessee shall ensure access to records and financial statements, as
necessary, to provide effective monitoring and evaluation of project performance. Additionally,
The Sublessee shall submit a copy of its annual audit to the County.
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ii. Upon reasonable advance notice, County or its authorized representatives may
from time to time inspect, audit, and make copies of any of The Sublessee records that relate to
this contract. If any audit by County discloses that payments to The Sublessee were in excess of
the amount to which The Sublessee was entitled under this contract, The Sublessee shall
promptly pay to County the amount of such excess. If the excess is greater than 1% of the
contract amount, The Sublessee shall also reimburse County its reasonable costs incurred in
performing the audit.
iii. The Sublessee shall maintain files of all tenants, regardless of length of
occupancy, residing in assisted units. Documentation shall verify eligibility for federal assisted
housing at the point of initial tenancy and every subsequent year thereafter for the period of
affordability. Information maintained shall include: tenant income level; name of family
members; ethnic data; family type—e.g. female head of household; disability status; and monthly
rent.
IV. The Sublessee shall maintain records verifying the affordability of the dwelling
units.
g. 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 Notice, the addresses of the parties shall, unless
changed as hereinafter provided,be as follows:
i. To the County: Orange County
c/o Housing, Human Rights and Community
Development Department
P.O. Box 8181
Hillsborough,NC 27278
ATTN: Director
ii. To The Sublessee: Inter-Faith Council for Social Service, Inc.
110 West Main Street
Carrboro,NC 27510
Neither the County nor Sublessee may change the person or address to which any future Notice
shall be given as herein provided.
h. No Assignment. No transfer or assignment of the interest of the Sublessee in this
Agreement shall occur without the prior written consent of the County; neither may The
Sublessee assign this Agreement without the prior written consent of County.
i. Conflict of Interest. The Sublessee agrees to abide by the provisions of 24 CFR
570.611 with respect to conflicts of interest, and covenants that it presently has no financial
29
interest and shall acquire any financial interest, direct or indirect, that would conflict in any
manner or degree with the performance of services required under this Agreement. The
Sublessee further covenants that in performance of this Agreement no person having such a
financial interest shall be employed or retained by the Sublessee hereunder. These conflicts of
interest provisions apply to any person who is an employee, agent, consultant, or elected official
or appointed official of the County, or any designated public agencies or subrecipients that are
receiving funds under the County HOME Investment Partnership Program.
j. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
k. Indemnification. To the extent legally possible, The Sublessee shall indemnify
and hold County, its officers, agents, and employees, harmless from and against any and all
claims, actions, liabilities, costs, including attorney fees and other costs of defense, arising out of
or in any way related to any act or failure to act by The Sublessee, its employees, agents,
officers, and contractors in connection with this contract. In the event any such action or claim is
brought against County, The Sublessee shall, upon County's tender, defend the same at The
Sublessee's sole cost and expense, promptly satisfy any judgment adverse to County or to
County and The Sublessee jointly, and reimburse the County for any loss, cost, damage, or
expense, including attorney fees suffered or incurred by the County.
1. Subcontracting. The Sublessee shall not subcontract work under this Agreement,
in whole or in part, without the County's prior written approval. The Sublessee shall require any
approved subcontractor to agree, as to the portion subcontracted, to comply with all applicable
federal, state, and local laws, rules, ordinances, and regulations at all times and in the
performance of the work and to comply with all applicable obligations of The Sublessee
specified in this contract. Notwithstanding County's approval of a subcontractor, The Sublessee
shall remain obligated for full performance of this contract and County shall incur no obligation
to any subcontractor. The Sublessee shall indemnify, defend, and hold County harmless from all
claims of its contractors.
m. No Joint Venture or Agency. The County, The Sublessee each agree and
acknowledge that nothing contained herein or otherwise, including, without limitation, any act of
the County, The Sublessee under this Agreement, shall be deemed or construed to create any
relationship of joint venture,partnership or agency between the parties.
n. 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 The Sublessee 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 The Sublessee be a waiver by the County of its
rights and remedies with respect to that or any other breach.
o. 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.
30
P. 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,
The Sublessee 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, The Sublessee
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.
q. Equal Opportunity. The Sublessee shall not discriminate against any employee
or applicant for employment because of race, color, religion, sex, national origin, political
affiliation or belief, age,handicap, or familial status in the implementation of the Project.
r. Headings. Headings are for convenience only and shall not be used to interpret or
construe its provision.
S. 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.
t. 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.
U. 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, The Sublessee shall comply with all
federal, state and local laws, regulations and ordinances applicable to the expenditure of funds
provided by the County, to purchase and develop the Property.
V. Publicity; Signage. The Sublessee 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.
W. 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.
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X. No Third Party Rights. The parties hereto covenant and agree that nothing
contained in this Agreement or any act by the County, The Sublessee 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, The Sublessee or any of their respective officers, agents or employees by any third
ply.
Y. 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.
Z. Duration of Agreement. This Agreement shall be effective on the date of
execution and shall remain in effect during the period of affordability required by the Act under
24 CFR Part 92.
32
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.
ORANGE CO UN Y, TH CARO N
Mi ael . Talbe t ri ou y a ger
ATTEST:
Donna Baker
Clerk to the Board of Commissioners
Approved as to form and legality
Annette Moore, Staff Attorney
This document has been preaudited in accordance with the N.C. Local Government and Fiscal
Control Act.
Clarence Grier, Finance Director
INTER-FAITH COUNCIL FOR SOCIAL
SERVICE,INC.
President
ATTEST
33
EXHIBIT A
Property Description
Being all that tract of land containing 1.66 acres,more or less, located in Chapel Hill
Township, Orange County, Town of Chapel Hill,North Carolina and being more particularly
described as follows:
From a Point of Beginning; being an Iron Pin located in the western right-of-way of
Martin Luther King Jr. Blvd. (NC Hwy 86) having North Carolina State Plane Coordinates
(NAD83) of N(Y) 801367.47sft and E(X) 1982807.23sft; thence N87° 59' 46"W 310.00' to a
computed point; thence S02° 00' 14"W 140.00' to a computed point; thence S30° 43' 5YE
166.43' to a computed point; thence S87° 59' 46"E 160.00' to a computed point; then N14° 05'
55"E 286.36' to the Point of Beginning; containing 1.66 acres.
Being the same area shown on the Map titled"Exhibit A: Lease Area From the State of
North Carolina to Town of Chapel Hill" and a part of the property described on the survey titled
"Minor Subdivision of Chapel Hill Operation Center&Homestead 100KV Substation Lot",
recorded in Orange County,North Carolina in Plat Book 104, Page 32.
34
EXHIBIT B
Schedule of Values
The Inter-Faith Council for Social Services proposes to use the Orange County HOME Funds for
the purpose of building construction as delineation in the Schedule of Values attached herein.
Source of Funds
Orange County HOME Funds $500,000
Sublessee may not request disbursement of funds under this Agreement until the funds are
needed for payment of eligible costs. The amount of each request must be limited to eligible
costs as determined by the County's Housing, Human Rights and Community Development
Department("OCHHRCD").
Funds may be shifted between line items of the Project without prior approval of the County only
to the extent of"Minor Adjustments," defined as actions which do not result in a change in the
Project and so long as such Minor Adjustments do not exceed ten percent (10%) of the line item
total from which the funds are being removed or to which the funds are being added, there is no
increase to the above budget, and there are only minor changes to the Plans and Specifications.
35
�t
Proeect Construction Form FHLBanW
3. Schedule of Values (New Construction Only) A FEDERAL HOME LOAN BANK
Application/Project No: 26 Project: Community House Men's ISubmit Date: 2/1/2014
Project City: Chapel Hill State: NC Zip: 27514
Contractor: License:
CSI Div Description Budget
02 Infr Site Construction (Infrastructure) $ - 0.0%
02 Site Site Construction (Site Improvements) $ 729,000.00 23.4%
02 Exist Site Construction (Existing Conditions) 0.0%
03 Concrete $ 148,000.00 4.8%
04 IMasonry $ 162,000.00 5.2%
05 Metals $ 390,000.00 12.5%
06 Wood & Plastics $ 78,000.00 2.5%
07 Thermal &Moisture Protection $ 165,000.00 5.3%
08 Doors&Windows $ 180,000.00 5.8%
09 Finishes $ 227,000.00 7.3%
10 Specialties $ 25,000.00 0.8%
11 Equipment $ 150,000.00 4.8%
12 Furnishings $ 200,000.00 6.4%
13 Site Special Construction (Site Construction) 0.0%
13 Bldg Special Construction (Building Construction) 0.0%
14 Conveying Systems $ 55,000.00 1.8%
15 Mechanical $ 396,000.00 12.7%
16 Electrical $ 209,000.00 6.7%
Subtotal Direct New Construction Costs $ 3,114,000.00 100.0%
01 General Requirements $ 186,000.00 6.0%
OH Contractor's Overhead $ 61,000.00 2.0%
PR Contractor's Profit $ 249,000.00 8.0%
OF Other Fees Paid by Contractor(Paid on Behalf of Owner) 0.0%
Subtotal Contractor Indirect New Construction Costs $ 496,000.00 15.9%
Total Original New Construction Contract Amount $ 3,610,000.00
CO Change Orders(To Primary Contract) 0.0%
OC Other New Construction Contract(s) 0.0%
OW Owner/Developer-Completed New Construction 0.0%
CC 10 wner/Developer's New Construction Contingency $ 183,000.00 1 5.100
Total New Construction Hard Cost Budget $ 3,793,000.00
36
FHLB Project Construction Form 3. New Construction V:12/13/2013 4 of 9