HomeMy WebLinkAbout2017-333-E Housing - Downtown Housing Improvement Corporation (DHIC) - Development Agreement for HOME Investment Partnership Award DocuSign Envelope ID:CD9F8982-55C9-4553-9BE5-F346295164C5
NORTH CAROLINA
DEVELOPMENT AGREEMENT
ORANGE COUNTY
This is an AGREEMENT between ORANGE COUNTY, a political subdivision of the
State of North Carolina, (hereinafter referred to as the "County"), DHIC, Inc., a North Carolina
non-profit corporation, (hereinafter referred to as "Sponsor") and Greenfield Workforce
Housing, LLC, a North Carolina limited liability company, (hereinafter referred to as
"Greenfield" or"Owner"). The effective date of this agreement is
WITNESSTH
WHEREAS, Sponsor has applied to the Orange County HOME Consortium for
allocation of FY 15-16 funds to assist in the construction of eighty (80) apartment rental units
known as Greenfield Place in Chapel Hill(hereinafter referred to as "the Project"); and
WHEREAS, the Orange County HOME Consortium has allocated for FY 15-16
approximately $154,500 in HOME funds (referred to also as "Project Funds") in the form of a
Loan to Sponsor to assist in the construction of the Project; and
WHEREAS, the Sponsor is affiliated with Greenfield and Greenfield will develop, own
and operate the Project, and
WHEREAS, the Sponsor wishes to assign the allocation of Project Funds to Greenfield
so they can develop, own and operate the Project and has agreed that throughout the term of the
Agreement they, along with Greenfield, will be responsible to the County for Greenfield's
performance of the terms of the Agreement; and
WHEREAS, because Sponsor has agreed to be, along with Greenfield, responsible to the
County for Greenfield's performance of the terms of the Agreement the County has agreed to
assign the Project Funds allocated to Sponsor in the form of a Loan (the "Loan") to Greenfield to
develop, own and operate the Project; 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 Project Funds, along with other funds, will be used to finance the
construction of the Project, a new eighty (80) unit affordable housing development owned by
Greenfield and serving eighty (80) low income families earning less than 60% of the Area
Median Income and which will remain affordable for low income families throughout the term of
the forty (40) year period of affordability. Greenfield Place will be located on Legion Road in
Chapel Hill, North Carolina. The Project dwelling units are located on the property more
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particularly described in Exhibit A, Property Legal Description attached hereto and made a part
of this Agreement(hereinafter referred to as "the Property"); and
WHEREAS, Greenfield agrees to utilize the Project Funds provided by the County for
the purpose of constructing the Project as described in Sponsor's HOME Program application
dated February 19, 2015 which is hereby incorporated into this Agreement and hereinafter
referred to as "the Project Application"; and
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
A. The County, Sponsor and Owner hereby agree and acknowledge that the Project Funds
were awarded to Sponsor and that Sponsor is hereby assigning the right to such Project
Funds to the Owner. The County, on behalf of the Sponsor, is loaning such funds to
Owner in accordance with the terms of this Agreement.
B. The Sponsor and Owner shall be responsible for and ensure that Owner performs the
projects or tasks related to its allocation of Project funds as provided in Exhibit B, Scope
of Work, and within the Proposed Project Budget outlined in Exhibit C. Exhibits B and
C are 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. Sponsor and Owner agree that all Loan
funds made available to the Owner shall be expended solely on the Project.
C. The Owner may not request disbursement of funds under this Agreement until after the
property has been conveyed to Owner, a title insurance policy with the County as a
named insured purchased and the funds are needed for payment of eligible costs. The
amount of each request must be limited to eligible costs as determined by the Orange
County staff.
D. Said funds shall be disbursed by check made payable to the Owner.
E. HOME funds will be a fixed subsidy provided in the form of a deferred loan, payable in a
lump sum at the end of the loan term.
II. AMOUNT OF HOME FUNDS/GRANT TERMS
The County shall make available to the Owner a Loan of up to One Hundred Fifty-Four
Thousand Five Hundred Dollars ($154,500) at an interest rate of zero percent (0%)
pursuant to this Agreement. The funding provided by the County will be provided as a fixed
subsidy in the form of a deferred loan, payable in one (1) lump sum payment on the last day of
the term of the loan. The investment will be secured by a Forty (40) year Deed of Trust and
Promissory Note. This Deed of Trust and Promissory Note shall constitute a lien on the
Property. Said funds shall only be disbursed by the County to the Owner for performance of the
services described in Exhibit B.
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III. LIEN POSITION
1. At the time of the Orange County Loan closing the County's loan will be subordinate to
the existing BB&T construction loan and will be subordinated to the NC Housing
Finance Agency RPP Loan (whether closed at the time of Orange County Loan or
subsequent to such closing). At the time of the permanent loan closing the BB&T
Construction Loan will be paid off an the Orange County Loan will be subordinate to the
NC Housing Finance Agency, the RPP Loan and the State Employees Credit Union
Foundation Loan.
2. Orange County hereby acknowledges that the terms and conditions of its (i) HOME
Program Development Agreement, (ii) Promissory Note, (iii) Deed of Trust and Security
Agreement and (iv) Declaration of Restrictive Covenants (collectively referred to as
"Orange County Loan Documents"), for Greenfield Place in Chapel Hill shall be and are
expressly subordinated to the following exceptions to title that encumber the property, as
described in the Orange County Loan Documents: (1) Deed of Trust, Assignment of
Rents and Leases, and Security Agreement dated October 11, 2016 from Greenfield
Workforce Housing, LLC for the benefit of Branch Bank and Trust Company securing a
construction loan in the original principal amount of $8,000,000 and recorded in Book
6202, Page 453, Orange County Registry; (2) Deed of Trust, Assignment of Rents and
Leases, and Security Agreement from Greenfield Workforce Housing, LLC for the
benefit of North Carolina Housing Finance Agency securing a loan (RPP) in the original
principal amount of$1,000,000 to be recorded in the Orange County Registry.
Orange County further acknowledges and agrees that Greenfield will obtain permanent
financing from the State Employees Credit Union Foundation, in the expected original
principal amount of $2,822,875 ("SECUF Loan"), that shall be documented by, but not
limited to, a (i) Deed of Trust, (ii) Assignments of Lessor's Interest in Leases, Rents and
Profits and (iii) Regulatory Agreement, that shall be recorded on the public records in
Orange County("SECUF Loan Documents").
Orange County agrees to enter into a subordination agreement, subordinating the lien,
operation and effect of the Orange County Loan Documents to the lien, operation and
effect of the SECUF Loan Documents upon closing of the SECUF Loan. Upon request
by Greenfield, Orange County shall enter into a subordination agreement with respect to
the RPP Loan.
IV. TIMELINESS
The Owner 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 Owner, 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
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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 for the Period of Affordability, which is forty (40)
years.
VI. AFFORDABILITY REQUIREMENTS
A. Owner agrees to lease the Project dwelling units to eighty (80) low income families
earning less than 60% of the area median income during 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.
B. Each of the Project dwelling units must remain affordable during the Period of
Affordability. Owner retains full responsibility for compliance with the affordability
requirement for each of the Project dwelling units, unless affordability restrictions are
terminated due to the sale of the Property to a non-qualified buyer. In which event of the
sale of the Property to a non-qualified buyer, the Resale Provisions of this Agreement
shall apply.
C. The Owner shall assure compliance with Affordability Requirements of the Agreement
for the Project dwelling units by recording a Declaration of Restrictive Covenants, the
form of which is attached as Exhibit D, and shall be incorporated into this document.
This Declaration shall constitute and remain a lien on the Property during the Period of
Affordability. The Declaration of Restrictive Covenants shall include at least the
following elements in their Resale Provisions for the Improvements:
1. If Owner no longer uses the Property as rental property or is unable to continue with
Ownership, then the Owner must sell, transfer, or otherwise dispose of its interest in
the Property only to an agency with similar interest in affordable housing and 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.
2. However, if the Property is sold, transferred, or otherwise disposed of to an agency
other than one with a similar interest in affordable housing during the term of
affordability, the Right of First Refusal provision of the County's Long-Term
Housing Affordability Policy must be followed and the net sales proceeds (sales price
less: (1) selling cost, (2) the unpaid principal amount of the original first mortgage
and (3) the unpaid principal amount of the initial County contribution and any other
initial government contribution secured by a deferred payment promissory note and
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deed of trust) or "equity" will be divided 50/50 by the seller of the Property and the
County.
3. The resale provision shall remain in effect for the full Period of Affordability period.
D. Owner agrees to retain full responsibility for compliance with the Affordability
Requirements in this Agreement and the Resale Provisions as provided in Section 4 of the
attached Declaration of Restrictive Covenants, the form of which is attached as Exhibit
D.
E. It is further the responsibility of Owner 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 § 47B-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 Agreement that the forty (40) year duration of this Declaration of
Restrictive Covenants be accomplished and that any future Owner of the Property,
Owner, 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 Owner, Owner and Orange
County agree to do what each must do to accomplish the Forty (40) year duration of this
Declaration of Restrictive Covenants.
VII. OWNER PERFORMANCE UNDER THIS AGREEMENT
A. Owner 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.
B. Owner 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
Owner in the Project or payments made pursuant to this Agreement.
C. Owner 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.
D. Owner shall adopt the audit requirements of the Office of Management and Budget
(hereinafter "OMB") Circular A-110, "Grants and Agreements with Institutions of Higher
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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." Owner shall submit
to the County copy of said audit report. Owner 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 Owner relating to its performance under the Agreement.
E. County shall provide, upon request, copies of all laws, regulations and orders cited in this
Agreement.
F. Owner 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
Owner 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.
G. Owner 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, Owner certifies with respect to the
Project that the Project will be conducted and administered in compliance with:
1. 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;
2. 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 Owner will administer all programs and activities
related to housing and community development in a manner to affirmatively further
fair housing;
3. Section 109 of the Housing and Community Development Act of 1974, as amended;
and the regulations issued pursuant hereto;
4. Section 3 of the Housing and Urban Development Act of 1968, as amended;
5. Executive Order 11246 - Equal Opportunity, as amended by Executive Orders 11375
and 12086, and implementing regulations issued at 41 CFR Chapter 60;
6. Executive Order 11063 - Equal Opportunity in Housing, as amended by Executive
Order 12259, and implementing regulations at 24 CFR Part 107;
7. Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and
implementing regulations when published in effect;
8. The Age Discrimination Act of 1975 (Pub. L. 94135), as amended, and implementing
regulations when published for effect;
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9. The Fair Housing Act(42 U.S.C. 3601-20);
10. Lead Based Requirements at 24 CFR Part 35
VIII. ADMINISTRATION AND REPORTING REQUIREMENTS
A. Owner 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 construction of the Project has
been reported completed and a certificate of occupancy has been granted.
B. After completion, the Owner is responsible for verifying the income of prospective
tenants and maintaining eligibility data. Owner shall maintain tenant files during the
Period of Affordability as provided in Section IX.F. below. The Owner must provide the
County with an initial occupancy report verifying the income eligibility of all tenants at
the time of initial lease-up. The Owner must then furnish the County with an annual
report on the Project dwelling units by July 31 of each year thereafter certifying that all
the tenants, at the time of their initial leasing of a unity in the Project, earn less than 60%
of the area median income by family size, as determined by the US Department of
Housing and Urban Development as amended from time to time.
IX. MISCELLANEOUS PROVISIONS
A. Uniform Administrative Requirements. The Owner must comply with the applicable
uniform administrative requirements of 24 CFR §92.505.
B. Other Program Requirements. The Owner 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, Owner 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 Owner for the assisted units as follows:
1. In the event that the Owner is unable to proceed with any aspect of the Project in a
timely manner; and County and the Owner determines that a reasonable extension(s)
for completion will not remedy the situation, then Owner will retain responsibility for
requirements for any dwelling units assisted and County will make no further
payments to the Owner.
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2. In the event that the Owner, 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
Owner must sell, transfer, or otherwise dispose of its interest in the Property only to
the County or an agency with similar interest in affordable housing and 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.
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 Owner 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.
1. The Owner shall ensure access to records and financial statements, as necessary, to
provide effective monitoring and evaluation of project performance. Additionally,
The Owner shall submit a copy of its annual audit to the County.
2. Upon reasonable advance notice, County or its authorized representatives may from
time to time inspect, audit, and make copies of any of Owner's records that relate to
this contract. If any audit by County discloses that payments to the Owner were in
excess of the amount to which the Owner was entitled under this contract, Owner
shall promptly pay to County the amount of such excess. If the excess is greater than
1% of the contract amount, Owner shall also reimburse County its reasonable costs
incurred in performing the audit.
3. The Owner 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.
4. The Owner 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
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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:
1. To the County: Orange County
c/o Housing, Human Rights and Community
Development Department
P.O. Box 8181
Hillsborough,NC 27278
ATTN: Director
2. To The Owner: Greenfield Workforce Housing, LLC
113 S. Wilmington Street
Raleigh, NC 27601
ATTN: President
Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
70 Corporate Center
11000 Broken Land Parkway, Suite 700
Columbia, Maryland 21044
Attn: General Counsel
Neither the County nor Owner 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 Owner in this
Agreement shall occur without the prior written consent of the County; neither may the
Owner assign this Agreement without the prior written consent of County.
I. Conflict of Interest. The Owner 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 Owner further covenants that in performance of this Agreement no person having
such a financial interest shall be employed or retained by the Owner 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, Owner shall indemnify and hold County,
its officers, agents, and employees, harmless from and against any and all claims, actions,
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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 Owner, its employees, agents, officers, and
contractors in connection with this contract. In the event any such action or claim is
brought against County, Owner shall, upon County's tender, defend the same at Owner's
sole cost and expense,promptly satisfy any judgment adverse to County or to County and
Owner jointly, and reimburse the County for any loss, cost, damage, or expense,
including attorney fees suffered or incurred by the County.
L. Subcontracting. The Owner shall not subcontract work under this Agreement, in whole
or in part, without the County's prior written approval. The Owner 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 Owner
specified in this contract. Notwithstanding County's approval of a subcontractor, Owner
shall remain obligated for full performance of this contract and County shall incur no
obligation to any subcontractor. The Owner shall indemnify, defend, and hold County
harmless from all claims of its contractors.
M. No Joint Venture or Agency. The County, Owner each agree and acknowledge that
nothing contained herein or otherwise, including, without limitation, any act of the
County, Owner 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 Owner 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 Owner 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. By
executing this Agreement Provider affirms that Provider and any subcontractors of
Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North
Carolina General Statutes. By executing this Agreement Provider certifies that Provider
has not been identified, and has not utilized the services of any agent or subcontractor, on
the list created by the State Treasurer pursuant to G.S. 147-86.58.
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,
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and each provision of this Agreement shall be valid and be enforced to the fullest extent
permitted by law. The County and Owner agree to substitute for such invalid or
unenforceable provision of this Agreement, or the application thereof determined to be
invalid or unenforceable, such other provision as most closely approximates, in a lawful
manner, such invalid, illegal or unenforceable provision. If the County and Owner
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 Owner 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, Owner 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 Owner 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, Owner 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
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County, Owner or any of their respective officers, agents or employees by any third
party.
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.
AA.Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the intent of the
Parties to comply with Article 11A and Article 40 of North Carolina General Statute
Chapter 66.
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.
[SIGNATURE PAGE TO FOLLOW]
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771,00 7/19/2017
0D495C4E43B7498_.
Gregg Warren, President Date
GREENFIELD WORKFORCE HOUSING, LLC
130Cu :FIELD PLACE DEVELOPMENT,INC.,ITS MANAGING MEMBER
WaVir n, 7/19/2017
0fl4e5C4F41R7498
Date
Name and Title
ORANGE COUNTY, NORTH CAROLINA
DocuSigned by:
bOIAA/Li, Nuit la'Stu
• `•iiittiinersLey Signed y:County Manager Date
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PATTEST:
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Donna Baker
Clerk to the Board of Commissioners
This document has been pre-audited in accordance with the N.C. Local Government and Fiscal
Cootcu�igne8 Dy:
7D4E3 181ACC1409...
Gary Donaldson, Chief Financial Officer
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Annette Moore, Staff Attorney
DocuSign Envelope ID:CD9F8982-55C9-4553-9BE5-F346295164C5
Exhibit A
Property Legal Description
BEING ALL OF PARCEL 1,AS RECORDED IN PLAT BOOK 116,PAGES 25-26,ORANGE COUNTY
REGISTRY AND BEING FURTHER DESCRIBED AS:
COMMENCING AT AN EXISTING IRON PIPE LOCATED ON THE NORTHERN RIGHT-OF-WAY LINE OF
LEGION ROAD AND ALSO BEING THE SOUTHEASTERN PROPERTY CORNER OF LANDS NOW OR
FORMERLY OWNED BY R E FOX PROPERTIES LLC AS RECORDED IN DEED BOOK 5004,PAGE 598,
ORANGE COUNTY REGISTRY, SAID IRON HAVING NC GRID(NAD'83/2011)COORDINATES
N:797147.7155 FEET E:1995266.4842 FEET;THENCE NORTH 24-49-06 WEST A DISTANCE OF 12.05 FEET
TO THE POINT OF BEGINNING;THENCE LEAVING SAID RIGHT-OF-WAY ALONG AND WITH SAID
EASTERN PROPERTY LINE NORTH 24-49-06 WEST A DISTANCE OF 613.16 FEET TO A
POINT LOCATED ON THE EASTERN PROPERTY LINE OF LANDS NOW OR FORMERLY OWNED BY
SWAN CAROLINA INVESTOR LLC&SFI CAROLINA TIC SPE LLC AS RECORDED IN DEED BOOK 5535,
PAGE 263,ORANGE COUNTY REGISTRY;THENCE LEAVING SAID PROPERTY LINE NORTH 57-22-17
EAST A DISTANCE OF 72.35 FEET TO A POINT;THENCE SOUTH 84-42-34 EAST A DISTANCE OF 72.23
FEET TO A POINT;THENCE ALONG A CURVE TO THE LEFT AN ARC DISTANCE OF 53.44 FEET, SAID
CURVE HAVING A RADIUS OF 211.50 FEET,A CHORD DIRECTION OF NORTH 86-53-30 EAST AND A
CHORD DISTANCE OF 53.29 FEET TO A POINT;THENCE NORTH 79-39-13 EAST A DISTANCE OF 102.04
FEET TO A POINT;THENCE NORTH 10-20-27 WEST A DISTANCE OF 6.00 FEET TO A POINT;
THENCE NORTH 79-22-13 EAST A DISTANCE OF 103.24 FEET TO A POINT;THENCE ALONG A CURVE
TO THE LEFT AN ARC DISTANCE OF 58.67 FEET, SAID CURVE HAVING A RADIUS OF 136.51 FEET,A
CHORD DIRECTION OF NORTH 49-33-41 EAST AND A CHORD DISTANCE OF 58.22 FEET TO A POINT;
THENCE NORTH 37-15-09 EAST A DISTANCE OF 85.82 FEET TO A POINT;THENCE NORTH 71-58-15
EAST A DISTANCE OF 38.07 FEET TO A POINT;THENCE NORTH 17-58-38 WEST A DISTANCE OF 26.40
FEET TO A POINT;THENCE NORTH 37-15-09 EAST A DISTANCE OF 41.70 FEET TO A POINT;THENCE
NORTH 65-07-29 EAST A DISTANCE OF 20.59 FEET TO A POINT LOCATED ON THE WESTERN
PROPERTY LINE OF LANDS NOW OR FORMERLY OWNED BY TOWN OF CHAPEL HILL AS
RECORDED IN PLAT BOOK 116,PAGE 17,ORANGE COUNTY REGISTRY;THENCE ALONG AND
WITH SAID WESTERN PROPERTY LINE SOUTH 24-52-31 EAST A DISTANCE OF 133.43 FEET TO AN
EXISTING IRON REBAR; THENCE SOUTH 29-39-10 EAST A DISTANCE OF 188.89 FEET TO A POINT;
THENCE SOUTH 42-39-39 WEST A DISTANCE OF 131.20 FEET TO AN EXISTING IRON REBAR;THENCE
SOUTH 48-09-19 WEST A DISTANCE OF 25.79 FEET TO AN EXISTING IRON REBAR;THENCE SOUTH
55-09-31 WEST A DISTANCE OF 83.01 FEET TO AN EXISTING IRON REBAR;THENCE ALONG A CURVE
TO THE RIGHT AN ARC DISTANCE OF 36.64 FEET, SAID CURVE HAVING A RADIUS OF 473.41 FEET,A
CHORD DIRECTION OF NORTH 27-05-17 WEST AND A CHORD DISTANCE OF 36.63 FEET TO A POINT;
THENCE SOUTH 58-13-52 WEST A DISTANCE OF 106.52 FEET TO A POINT;THENCE SOUTH 77-17-33
WEST A DISTANCE OF 92.41 FEET TO A POINT;THENCE ALONG A CURVE TO THE LEFT AN ARC
DISTANCE OF 209.59 FEET, SAID CURVE HAVING A RADIUS OF 266.70 FEET,A CHORD DIRECTION
OF SOUTH 27-56-40 EAST AND A CHORD DISTANCE OF 204.24 FEET TO A POINT LOCATED ON SAID
NORTHERN RIGHT-OF-WAY LINE; THENCE ALONG AND WITH SAID RIGHT-OF-WAY SOUTH
49-11-56 WEST A DISTANCE OF 159.75 FEET TO A POINT;THENCE SOUTH 47-09-13 WEST A
DISTANCE OF 66.08 FEET TO THE POINT OF BEGINNING,CONTAINING 5.5065 ACRES,
ACCORDING TO SURVEY PREPARED BY BASS,NIXON&KENNEDY,INC., CONSULTING ENGINEERS
DATED AUGUST 16,2016 LAST REVISED SEPTEMBER ,2016 AND ENTITLED"ALTA/NSPS LAND
TITLE SURVEY,PROPERTY OF THE TOWN OF CHAPEL HILL, CHAPEL HILL TSWP.,ORANGE
COUNTY,NORTH CAROLINA,"AND BEING ALL OF PARCEL 1 AS RECORDED IN PLAT BOOK 116,
PAGES 25-26,ORANGE COUNTY REGISTRY.
DocuSign Envelope ID:CD9F8982-55C9-4553-9BE5-F346295164C5
EXHIBIT B
Scope of Work
The Project will consist of construction of 80 apartments units for families in four residential
buildings. Three of the residential apartment buildings will be three/four splits and one will be a
two/three split.
DocuSign Envelope ID:CD9F8982-55C9-4553-9BE5-F346295164C5
EXHIBIT C
PROJECT BUDGET
Income
First Mortgage $ 2,822,875
NCHFA $ 1,000,000
DHIC Loan $ 300,000
Orange County $ 154,500
Town of Chapel Hill $ 145,500
Federal LIHTC Equity $ 8,282,250
Deferred Developer Fee $25,962
Total $ 12,731,087
Expenses
Total Project Cost of Construction and Development $12,731,087
Source of Funds
Orange County HOME Funds $154,500
Owner 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
("HHRCD").
Orange County HOME Funds must be used for construction of Project only and may not be
shifted between line items of the Project without prior approval of the County except for "Minor
Adjustments." "Minor Adjustments" are defined as actions which do not result in a change in the
Project and 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.
DocuSign Envelope ID:CD9F8982-55C9-4553-9BE5-F346295164C5
ORANGE COUNTY---DEPARTMENT USE ONLY---HARD COPY ONLY
Department
Party/Vendor Name: Downtown Housing Improvement Corporation (DHIC) Party/Vendor Contact Person: Gregg
Warren, President Contact Phone: 919.832.4345 Party/Vendor Address: 113 S Wilmington St. City: Raleigh
State: NC Zip: 27601 Department: Housing, Human Rights and C/D Amount: $154,500 Purpose: HOME
Investment Partnership Award.Budget Code(s): 3247302078302147315 Vendor(N/A if new vendor) Vendor is a
BOCC consultant? Yes ❑ No Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective
Date:July 19,2017.Approved by Board Yes No Agenda Date:May 5,2015.
This agreement is approved as to tec 'aufqgg AN content:
NIA
Department Director's Signatureot-s Date: 7/19/2017
F9A89F0A0B62480...
Information Technologies
(Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer Date:
Risk Management
This agreement is approved for sufficiency of insurance standards,specifications, and requirements:
Office of Risk Management Date:
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act: DocuSigned by:
rlotrt Office of the Chief Financial Officer Date:7/20/2017
D4E5181 ACC cc1 1409...
Legal Services
This agreement is approved as to gl cu �fgngne n y d sufficiency:
o
7/20/2017
Office of the County Attorney - Date:
`—4035C B 8304CA4A9...
Clerk to the Board
Received for record retention:
Office of the Clerk to the Board Date:
Revised 6/16