HomeMy WebLinkAboutAgenda - 11-18-2014 - 6f1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: November 18, 2014
Action Agenda
Item No. 6 -f
SUBJECT: Inter -Faith Council Lease Estoppel Certificate and Standstill Agreement
DEPARTMENT: Asset Management Services, PUBLIC HEARING: (Y /N) No
County Attorney
ATTACHMENT(S): INFORMATION CONTACT:
1) Original Lease Jeff Thompson, (919) 245 -2658
2) Proposed Estoppel Certificate and John Roberts, (919) 245 -2318
Standstill Agreement
3) Southern Orange Campus Map
PURPOSE: To approve an Estoppel Certificate and Standstill Agreement authorizing the North
Carolina Housing Finance Agency ( "NCHFA ") to be notified prior to any changes or
modifications within the current Lease and to be recognized as the Tenant within the Inter -Faith
Council for Social Service, Inc. ( "IFC ") Lease in case of a default on an existing loan agreement
between NCHFA and IFC, and authorize the Chair to sign.
BACKGROUND: IFC is a Tenant in a 25 year Lease Agreement (Attachment 1) with Orange
County with regard to the Project HomeStart property located within the Southern Human
Services Campus in Chapel Hill. IFC has operated within the terms of the Lease Agreement
and is currently in good standing. The NCHFA is a lender to the IFC in the amount of $150,000
with a 20 year term. This loan originated in 1995, the same time as the Lease with Orange
County. IFC is requesting that the loan term be extended for 5 years in order that it would be
consistent with the 25 year term of the Lease with Orange County. The loan is secured by a
Deed of Trust encumbering Tenant's leasehold interest in the Project HomeStart property.
NCHFA has agreed to the requested term extension of the loan, contingent on the County
agreeing to the proposed Estoppel Certificate and Standstill Agreement (Attachment 2). The
primary risk to the County is that in the event of a default, the lender would step into the shoes
of IFC, the lessee, in which case the County would be leasing a County -owned facility to the
lender at the same $1 /year rate.
FINANCIAL IMPACT: None. IFC intends to request an extension of the current Lease prior to
the June 2020 expiration. IFC intends to request an extension of the loan facility with NCHFA
at that time as well. In event of a potential default the County would have to expend funds to
avoid the default in order to maintain the status quo.
RECOMMENDATION(S): The Manager recommends the Board approve an Estoppel
Certificate and Standstill Agreement authorizing the North Carolina Housing Finance Agency
( "NCHFA ") to be notified prior to any changes or modifications within the current Lease and to
be recognized as the Tenant within the Inter -Faith Council for Social Service, Inc. ( "IFC ") Lease
in case of a default on an existing loan agreement between NCHFA and IFC, and authorize the
Chair to sign.
Attachment 1 2
000K 1579 PAGL 152
Prepared by:
and Return to: Geoffrey E. Gledhill, Esquire, P.O. Drawer 1529, Hillsborough, NC 27278
STATE OF NORTH CAROLINA
ORANGE COUNTY LEASE
9880-00 $527
7. z4.42 AgCr
THIS LEASE made and entered into this the Z— day of
1995, by and between ORANGE COUNTY, NORTH CAROLINA,
ereinafter referred to as "County" and the INTER -FAITH COUNCIL FOR
SOCIAL SERVICE, INC., hereinafter referred to as 11IFC11;
WITNESSETH
County hereby agrees to lease the property described
below to IFC upon the following terms and conditions:
1. The Property: The property herein leased is a tract and
parcel of land, together with all improvements located thereon,
hereafter "the premises" or "the leased premises," located in
Chapel Hill Township, Orange County, North Carolina and more
particularly described as follows:
that certain tract and parcel of land located in the Town of
Chapel Hill, Orange County, North Carolina identified as 3.497
acres of "gross land area" and containing 3.000 acres of "net
land area" on the Ballentine & Riley Surveyors plat of survey
titled "Lease Boundary Survey for Project Homestart, Property
of Orange County, Chapel Hill Township, Orange County, N.C.,"
which plat is recorded at Plat Book :72� , Page of the
Orange County Registry. The leased premises is su sect to the
utility and right of way easements, existing and proposed,
shown on the recorded plat referred to here and such other
easements, utility and otherwise, as exist of record and
prescriptively.
2. The Lease. The Lease will commence on July 1, 1995 and
unless sooner terminated as herein provided shall exist and
continue for a term of twenty -five (25) years thereafter.
3. Rental. The rental for the use of said premises shall be
the sum of ONE DOLLAR ($1.00) per year, payable on or before each
1
K
BoDK 1579 pack 153
anniversary date of this Lease to the order of County, and shall be
forwarded to the address hereinafter set forth under "Notices ".
4. Acceptance and Use of Premises. IFC agrees to accept the
premises as they now exist with no obligation on the part of County
to make any improvements thereto. IFC further agrees to use the
leased premises only for provision of short -term residential
housing opportunities for homeless families, including battered
women, and other low- income individuals (hereafter described as
"Project Home Start" or "the Project ").
5. Taxes. IFC agrees and covenants to pay-County for any ad
valorem or property taxes, assessments, or public charges on the
leased premises, and on any improvements located on the leased
premises. Said payment shall be for those taxes, assessments or
public charges assessed during the lease term. Said payment shall
be made within a reasonable time after County presents IFC a copy
of invoices or other suitable documentation but in no event after
the due date stated on the invoice or documentation.
6. Operation. The leased premises and the Project shall be
operated by IFC entirely free of control and direction of County,
subject to the conditions herein contained and any applicable laws,
ordinances and regulations, and the relationship herein created is
strictly the relationship of Lessee and Lessor, it being understood
that the parties are not principal and agent and not partners or
joint venturers.
7. Nuisances. IFC agrees not to commit or permit any
nuisance on the property hereby leased. IFC further agrees, during
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4
Buox1579 Pact 154
the lease term, to promptly, at its own expense, comply with the
requirements of every applicable statute, law, ordinance,
regulation, or order by any federal, state, municipal or other
public body, department, commission, bureau, or officer with
respect to the use and occupancy of said premises. Provided, IFC
may at its own expense contest the validity of any statute, law,
ordinance, regulation or order and any non - compliance by IFC during
such contest, provided such contest shall be diligently pursued,
shall not be deemed a default under this Lease.
8. Assignability. IFC shall not assign, sublet, or license
the leased premises without the prior written consent of County,
which shall not be unreasonably withheld. County consents to a
sublease to the Orange- Durham Coalition for Battered Women, Inc. of
that portion of the leased premises and the Project to be used by
the Orange - Durham Coalition for Battered Women, Inc. for women who
are victims of domestic violence and women with children who are
victims of domestic violence. In the event IFC requests and County
approves assignment, subletting or licensing of the leased
premises, IFC will ensure that its tenant is subject to the same
terms and conditions which are reflected in this Lease.
9. Screening. The premises shall be provided with a
perimeter landscape zone. This perimeter landscape zone shall be
constructed, installed and maintained during the lease term at the
sole cost and expense of IFC and shall be as prescribed on the June
16, 1995 R. L. Horvath Associates, Inc. Site Plan drawing titled
"Project Homestert, Homestead Road, Chapel Hill, North Carolina,
3
P.00A5 / 9 PAGE 155
Sheet No. C -2," a reduced copy of which is attached hereto as
Exhibit A. A full sized, to scale, copy of Exhibit A is maintained
on file in the offices of the Orange County Purchasing Director in
Hillsborough, North Carolina.
10. Improvements. Subject to such approvals as may be
required by County and as may be approved by the Town of Chapel
Hill through its Development Ordinance(s), IFC shall have the right
and option to construct or cause to be constructed on the premises
such structures or other improvements as it deems appropriate for
carrying out Project Home Start, and to remove or replace any or
all of said structures during the term of this Lease or any renewal
thereof, and all said improvements shall remain the property of
IFC. During the term of this Lease or any renewals thereof, in
making said improvements, IFC shall have the right (except as
expressly prohibited by County), consistent with the approved Town
of Chapel Hill special use permit modification for the Project, to
clear, grade or fill any part of the premises necessary to render
said area more usable for IFC purposes within the scope of
providing Project Home Start. All improvements to and maintenance
of the leased premises shall be solely at IFC's expense.
From and after the time IFC takes possession of the premises
it shall be the responsibility of IFC to maintain the premises in
a neat, clean and orderly condition at all times. Roadways,
parking areas and other access ways on the leased premises shall be
maintained by IFC.
4
sooK I579 PAGE 156
Any improvements constructed or provided at the premises and
structures not removed by IFC during the lease term shall, upon
termination or expiration of the Lease, be the property of County.
Provided, however, at the request of County, upon the termination
or expiration of the Lease, in the event one or more of the
structures on the premises is reasonably determined by County to be
uninhabitable because of fire, casualty, failure of maintenance or
other cause, including any force majeure, IFC, at its sole expense,
shall remove such improvements and structures as County requests
and restore the premises to the same and as good condition as at
the beginning of the term. This removal and restoration
requirement shall not require the replacement of trees removed from
the premises when removal has been authorized by this Lease or
otherwise by County. Upon the termination or expiration of this
Lease, IFC shall clean up the premises, ridding it of any debris,
trash, building scraps, etc., in addition to any other
restorations, repairs or work necessary to restore the premises to
the same and as good condition as at the beginning of the term.
11. Termination of Lease. The leased premises and Project
Home Start are the objects of an application for special use permit
modification and site plan approval now or shortly to be pending
before the Town of Chapel Hill. This Lease terminates upon the
happening of the first of one of the following events:
a. The application for special use permit modification is
not completed and filed with the Town of Chapel Hill on or before
July 1, 1995;
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F00p,1579 Pae457
b. The Town of Chapel Hill denies the application for
special use permit modification or the site plan;
C. The Town of Chapel Hill conditions approval of the
application for special use permit modification or the site plan
with a condition or conditions unacceptable to County;
d. The Town of Chapel Hill revokes approval of the
application for special use permit modification or the site plan;
e. There is a fire or casualty loss to one or more of the
buildings on the premises rendering it or them uninhabitable and
IFC elects not to or is unable to repair- or rebuild the
uninhabitable building or buildings within a reasonable amount of
time, not to exceed twelve (12) months following the loss.
In the event IFC should breach any of the covenants or
conditions set forth in the Lease, then and in that event upon 30
days written notice by County, specifying said failure or default,
and in the event said failure or default has not been remedied
within said 30 -day period, County at its election may cause this
Lease to terminate.
12. Notices. All notices herein provided to be given or
which may be given by either party to the other shall be deemed to
have been fully given when made in writing and deposited in the
United States mail, certified and postage prepaid and addressed as
follows:
COUNTY:
County of Orange
Director of Purchasing and Central Services
132 East Ring Street; PO Box 8181
Hillsborough, NC 27278
ry
IFC:
( 8
RuoR 1579 pAGE 158
Executive Director
Inter -faith Council for Social Service, Inc.
207 Wilson Street
Chapel Hill, NC 27514
Nothing herein contained shall preclude the giving of such
written notice by personal service. The address to which notices
shall be mailed as aforesaid by either party may be changed by
written notice given to such other party by the other as
hereinbefore provided.
13. Strict Performance. The failure of either party to
insist in any instance upon strict performance of any of the terms
and conditions hereinafter set forth shall not be construed as a
waiver of the right to insist upon strict performance in any other
instance. No modification of any provision hereof and no
cancellation or surrender hereof shall be valid unless in writing
and signed and agreed to by both parties.
14. Insurance and Indemnity.
a. IFC shall procure and maintain and pay for, at its sole
cost and expense, insurance coverage insuring itself against loss
of, or damage to, the buildings to be located on the leased
premises by reason of fire or other casualty. Such insurance
coverage shall be obtained and maintained at at least 80% of the
replacement value of the structures located on the premises. IFC
shall keep in force, at its sole cost and expense, fire and
extended coverage insurance and against vandalism and malicious
mischief, covering IFC's fixtures, furnishings, equipment,
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9
BOOK x.579 PAGE 159
inventory and contents located on the premises in the full
replacement value thereof.
b. IFC shall, at IFC's sole expense, obtain and keep in full
force during the term of this Lease a Comprehensive Public
Liability policy with limits of $1,000,000 for personal injury or
death and $300,000 for property damage. County shall be named as
an additional insured to the extent of its interest in this Lease.
IFC shall deliver said policy or a certificate of insurance to
County together with evidence of full payment of premiums within
two weeks of execution of this Lease and thereafter during the
lease term shall provide County with evidence of continued
coverage.
IFC shall indemnify and hold harmless County from and against
any and all claims arising from IFC's use of the premises, or from
the conduct of IFC's business or from any activity, work or things
done, permitted or suffered by IFC in or about the premises or
elsewhere.
15. Parties. This Lease shall be binding and shall insure to
the benefit of the parties and their successors and assigns.
16. Entire Agreement; Waiver. This Lease contains the entire
agreement of the parties and there are no representations,
inducements, or other provisions other than those expressed in
writing. All changes, additions, or deletions hereto must be in
writing and signed by the parties. Any provision of this Lease
found to be prohibited by law shall be ineffective to the extent of
such prohibition without invalidating the remainder of this Lease.
8
10
SU x.5'79 PAGE 16��
The waiver by IFC or County of any breach by the other of any term,
covenant, or condition hereof shall not operate as a waiver of any
subsequent breach thereof.
IN WITNESS, THEREOF, this Lease agreement has been duly executed by
the parties as of \, �%...NAWk first written above.
r�. , ' 0o�po . 7 Q�/
Witness:
Inter -Faith Council for Social
Service, Inc
By: AV'4,1, yt I i)t
Orange County, Northparolina
• By. !441 yl Vw �-c�-
yt{1Q£ s .
;,``• Moses Carey, Jr., Chai , /Peange
�, ; •4 �t. = ' County Board of Co oners
aeve�
ard
:'MOLINA
r.,COUNTY
I r 1A Q r �a�' -� o , Notary Public for said
County and State, certify that
personally came before me this day and cknow edged that he she is
Secretary of Inter -Faith Council for Social Service,
Inc., a corporation, and that by authority 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 by himself /herself as its Secretary
Witness my hand and official seal, this the �v` day of
1995.
0.
Notary Public '�` �- `''�
.,:* };• "1'4 i?.ii
+;. !'�A
My commission expires:
9
11
NORTH CAROLINA COOK15 t 9 Pat 161
ORANGE COUNT)(
I, Notary Public for said
County and State, certify that Beverly Blythe personally came
before me this day and acknowledged that she is Clerk to the Board
of Commissioners of Orange County, and that by authority duly given
and as the act of Orange County, the foregoing instrument was
signed in its name by Moses Carey, Jr., Chair, sealed with its
official seal, and attested by herself as its Clerk.
ross my hand and official seal, this �g day of
w�±�'� >;r,• 195.
My co.�:ssion expires:
1sg \home3 \intrfth.1ea
votary Public
FILED
0,:: MAY 19'37, at 1:::.12.1Bpm
B.--.-,1... 157'x. Page 15:*? -- 16;=
Betty June Hayes,
Register -:.,f Deeds,
Orange C:c,L.tnty, N. C.
NORTH CAROLINA - ORANGE COUNTY
The foregoing certificate(s) of Charlotte H. Thomas and Kathleen C. Baker
**zWP,xfor*otaries) Public of the designated Governmental unitsU(are) certffied to be correct. Filed for registration
this the 2nd day of May 19 97 12:12:18 o'clock P.M.
in Record Book 1579 page 152 B une Hay egist,�o De
Return: By. a ssioWnt/Deputy
Register of Deeds
10
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EXHIBIT A BooK1579 PAGE 162
THIS MAP IS NOT A CERTIFIED
AND NO RELIANCE
MAY BE PLACED ON ITS ACCURACY.
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13
Attachment 2
ESTOPPEL CERTIFICATE AND STANDSTILL AGREEMENT
November 18, 2014
For good and valuable consideration, ORANGE COUNTY, NORTH CAROLINA ( "Landlord ") hereby
makes the following certifications to and agreements with and for the benefit of North Carolina Housing
Finance Agency ( "NCHFA ") in connection with a 5150,000.00 loan by NCHFA to Inter -Faith Council
for Social Service, Inc., a North Carolina non -profit corporation ( "Tenant "), which is secured by a Deed
of Trust encumbering Tenant's fee and leasehold interest in property which is located at 2505 Homestead
Drive in the Town of Chapel Hill, Orange County, North Carolina and is known as Project Home Start
(the "Project "):
1. Tenant and Landlord have entered into that certain Ground Lease ( "Lease ") pertaining to the Project
which is dated June 30, 1995.
2. The Lease is for the entire Project ( "Demised Premises "), including approximately 3.497 acres upon
which the buildings of the Project are located.
3. The Lease has not been modified or amended except by the following documents (if none, so state):
None.
4. The initial term of the Lease commenced on July 1, 1995, and shall expire on July 1, 2020 . Tenant has
the following option to renew or extend the term of the Lease (if none, so state): None.
5. The Lease, as it may have been modified or amended, contains the entire agreement of Landlord and
Tenant with respect to the Demised Premises, and is in full force and effect.
6. As of the date hereof, Tenant is paying rent on a current basis under the Lease in the amount of 51.00
annually.
7. To the best of Landlord's knowledge, no default on the part of Tenant exists under the Lease in the
performance of the terms, covenants and conditions of the Lease required to be performed on the part of
Tenant.
8. Landlord has not received notice of any assignment, hypothecation, mortgage or pledge of Tenant's
interest in the Lease or the rents or other amounts payable thereunder, except as follows (if none, so
state): None.
9. Landlord agrees that it will send written notice of any defaults under the Lease to NCHFA at the same
time that it sends such notice to Tenant and that notwithstanding the terms of the Lease, Landlord shall
not pursue its remedies under the Lease for Tenant default without giving NCHFA such written notice
and 10 business days to cure a monetary default and 30 days to cure a non - monetary default (or if such
default cannot reasonably be cured within 30 days, a reasonable time to cure). If in NCHFA's reasonable
estimation NCHFA needs to foreclose under its Deed of Trust, Landlord will give NCHFA time to
complete such foreclosure before pursuing its remedies under the Lease.
14
10. If NCHFA succeeds to the interest of Tenant under the Lease, either by foreclosure or
deed /assignment in lieu of foreclosure, Landlord will recognize NCHFA as the tenant under the Lease.
11. Landlord shall not agree to a termination or modification of the Lease without NCHFA's prior written
consent. NCHFA (or any successor transferee in the event of a foreclosure or deed /assignment in lieu of
foreclosure) will not be bound by any modifications to the Lease made without NCHFA's written
consent.
12. The provisions of NCHFA's loan documents shall control distribution of any proceeds or awards
made to Tenant or regarding the Premises in the event of a casualty or condemnation.
13. By signing below, the Landlord acknowledges receipt and approval of the Modification of Promissory
Note, Deed of Trust and Declaration by and between Tenant and NCHFA.
14. The individual signing below is authorized to execute this Estoppel Certificate and Standstill
Agreement on behalf of Landlord.
IN WITNESS WHEREOF, Landlord has caused this instrument to be executed by authority duly given.
LANDLORD:
ORANGE COUNTY, NORTH CAROLNA
Print Name:
Title:
STATE OF NORTH CAROLINA
I,
COUNTY
a Notary Public of the County and State aforesaid, certify that
personally appeared before me this day and acknowledged that s /he is the
of , a North Carolina limited liability
company, and that by authority duly given and as an act of
on behalf
of , the foregoing instrument was signed under seal in its name.
Witness my hand and official stamp or seal, this day of , 20
Notary Public
Attachment 3
SOUTHERN ORANGE CAMPUS MAP
NOMEST
ROAD
DUKE POWER CO. R/W
j EASMENT (BLANKET • '�„ti : - _ - --
f J f MA TAINED AT 3- - -.-
COUNCIL`°,
PO
LINE �/
r:
• _ 50' BUFFER LINE /'
ROBERT dMDF`EAR4,
SOUTHERN ORANGE CAMPUS seYnnouR,CENTER }
FLOOR AREA 25,090
• g 33.24 ACRES i ; # QF PARKING.SPACES 710
a, y OWASA
� M EXISTING TRAIL FORCEMAIN
�W SYSTEM EASMENT
E PIOND G 5 { 30' OWASA SANITARY
SEWER EASMENT PB
78 PG 88
hr
• �, f I SOOTHE
HARDWOODS jj 1 IJ SERVICE
N SOUTHWEST TOTAL FL' OR F �E+ % •�
CORNER i �� �#flF *PAREIr`L5",
r RCD BUFFER LINE
'SETBACK BUFFER
15
IN