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HomeMy WebLinkAbout2019-228-E Housing - Habitat development agreement DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 NORTH CAROLINA ORANGE COUNTY DEVELOPMENT AGREEMENT This is an AGREEMENT between ORANGE COUNTY, a local governmental political subdivision of the State of North Carolina, (hereinafter referred to as the "County") and HABITAT FOR HUMANITY OF ORANGE COUNTY, NC, INC., a North Carolina non- profit housing organization (hereinafter referred to as "Habitat"). The effective date of this Agreement is April 8, 2019 WITNESSTH WHEREAS, the Orange County HOME Consortium has designated $60,000 in FY 2018-19 HOME funds to provide funding for second mortgage assistance for two (2) newly constructed homes located in Orange County in the Fairview Community in Hillsborough and Tinnin Woods subdivision in Efland which are hereinafter designated collectively as "the Property" or "the Properties"; and WHEREAS, Orange County is the lead entity of the Orange 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, Habitat is constructing the housing units on the Properties for first-time homebuyers earning between 30% and 65% of HUD area median income described in Habitat's FY 2018-19 Application for Funding, Orange County HOME Program dated, February 6, 2018 which is hereby incorporated into this Agreement as if written herein, and hereafter referred to as "The Project." A copy of the 2018-19 HOME Program Applications are on file in the office of the Orange County Housing and Community Development Department; and WHEREAS, Habitat intends to assist two (2) first-time homebuyers, who earn between 30% and 65% of HUD area median income, to purchase the newly constructed housing units at the Properties; and WHEREAS, a first-time homebuyer for the purposes of this program is defined as any low income household that has not owned a home within the past three (3) years including households living in manufactured housing not permanently affixed to a foundation, or owner-occupants of homes not feasible for rehabilitation and has lived or worked in Orange County for at least one year prior to the home purchase; I DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 WHEREAS, notwithstanding any provision of this Agreement, the County and Habitat 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. 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. Habitat shall perform the projects or tasks related to its allocation of HOME funds as provided in this Agreement, Exhibit A, Scope of Services, Exhibit B, Proposed Budget and Source of Funds and the Declaration of Restrictive Covenants the form of which is attached as Exhibit C. All Exhibits, attachments and addendums annexed hereto or referred to herein are hereby incorporated into and made a part of this Agreement as if set forth herein, as it now reads or as it may be modified by the Parties. B. Habitat 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 Orange County staff. C. Said funds shall be disbursed by check payable to Habitat. D. HOME funds will be a fixed subsidy provided in the form of a deferred loan. II. AMOUNT OF HOME FUNDS/LOAN TERMS A. The County shall make available to Habitat up to Sixty Thousand Dollars (S60,000) at an interest rate of zero percent(0%)pursuant to this Agreement. 1. The funding provided by the County will be provided as a fixed subsidy in the form of a deferred second mortgage to the individual families at the time of sale of the Property to them. The investment will be secured by a forty (40) year Deed of Trust (Exhibit D) and Promissory Note (Exhibit E) forgivable at the end of 40 years. 2. This Deed of Trust and Promissory Note shall constitute a lien on the Properties, subordinate only to the Declaration of Restrictive Covenants described in Section VI, Affordability Requirements of this Agreement, the form of which is provided in Exhibit C and any lien as provided in subsection 3 below. 2 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 3. At the time of closing of the sale of each of the dwelling units to a homebuyer, the homebuyer shall receive HOME funds as second mortgage assistance which shall be documented by a Promissory Note from the homebuyer to the County, which shall be secured by a Deed of Trust on the Properties naming the County as beneficiary. The County agrees to subordinate its Deed of Trust lien to a lien securing private permanent financing acquired by the homebuyer. B. Said funds shall be disbursed by the County to Habitat for performance of the services described in Exhibit A. III. LIEN POSITION 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"), shall not expressly subordinated to any other documents except those documents scribed in §§ II.A.2. and II.A.3 above. IV. TIMELINESS Habitat shall complete the Project by December 31, 2020 and sell all homes by June 30, 2021. However, in the event of any alterations or additions or of circumstances beyond the control of Habitat, 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 for the Period of Affordability as provided in Section VI, Affordability Requirements. VI. AFFORDABILITY REQUIREMENTS A. Habitat agrees to build and sell the Project dwelling units to two (2) low income families earning between 30% and 65% of the area median income as determined during the initial eligibility period. Families may not earn more than 80% of the area median income at the time of sale of the property. Area Median Income by family size is determined by the U.S. Department of Housing and Urban Development and amended from time to time. B. The Declaration of Restrictive Covenants shall provide that each of the Project dwelling units must remain affordable for a period of ninety-nine years. Habitat shall retain full responsibility for compliance with the affordability requirement for each of 3 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 the Project dwelling units, unless affordability restrictions are terminated due to the sale of the Property to a non-qualified buyer. In the event of a sale of the Property to a non-qualified buyer by the homebuyer, the Recapture Provisions of this Agreement pertain and Habitat assures compliance with affordability of each of the Project dwelling units as provided in the Declaration of Restricted Covenants on the Property. The Declaration of Restricted Covenants shall constitute and remain a lien on the Property during the entire period of affordability. C. Habitat agrees to retain full responsibility for compliance with the Affordability Requirements provided in Section IV.B above and the Recapture Provisions provided in Section 4B of Exhibit C, Declaration of Restrictive Covenants. VII. HABITAT PERFORMANCE UNDER THIS AGREEMENT A. Habitat 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. Habitat 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 Habitat in the Project or payments made pursuant to this Agreement. C. Habitat 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. Habitat shall comply with audit requirements contained in 2 CFR, Subpart F which requires Habitat to have an annual audit conducted within nine (9)months of the end of their fiscal year, if Habitat has an aggregate expenditure of more than $750,000 in federal funds in a fiscal year. Habitat shall submit to the County copy of said audit report. Habitat 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 Owner relating to its performance under the Agreement. Any deficiencies noted in audit reports must be fully cleared by Habitat within thirty(30) days after receipt of same. If Habitat is not required to perform an audit per the 2 CFR, Subpart F requirements, it must have and maintain adequate internal financial/cash management principles and reporting policies. E. County shall provide, upon request, copies of all laws, regulations and orders cited in this Agreement. F. Owner certifies by executing this Agreement that Owner has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider 4 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. G. Habitat 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 Habitat 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. H. Habitat 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, Habitat certifies with respect to the Project that it 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.§§ 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. §§ 2000d at seq.), as amended; and that Habitat 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; 9. The Fair Housing Act(42 U.S.C. 3601-20); 10. Title II of the American Disabilities Act; 5 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 VIII. ADMINISTRATION AND REPORTING REQUIREMENTS Habitat 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. IX. MISCELLANEOUS PROVISIONS A. Uniform Administrative Requirements. Habitat must comply with the applicable uniform administrative requirements of 24 CFR §92.505. B. Other Program Requirements. Owner must carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 35 subparts A, B, J, K, M, and R, as applicable; 24 CFR, Part 92, subpart F for homeownership projects, including but not limited to the applicable property standards at 92.251; and 24 CFR, Part 92, subpart H except that the subrecipient does not assume the responsibilities for environmental review or intergovernmental review. Applicable property standards shall apply throughout the period of affordability. C. Affirmative Marketing. If HOME funds will be used for housing containing five (5) or more assisted units, Habitat 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 Habitat for the assisted units as follows: 1. In the event that Habitat is unable to proceed with any aspect of the Project in a timely manner, and County and Habitat determine that reasonable extension(s) for completion will not remedy the situation, then Habitat will retain responsibility for requirements for any dwelling units assisted and County will make no further payments to the Habitat. 2. In the event that Habitat, 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 Habitat 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: a. Conveyance shall occur within thirty(30) days of County and Habitat's agreement of the Habitat's inability to continue as a viable organization. 6 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 b. Habitat 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. Notwithstanding and in addition to the above, in accordance with 24 CFR 85.43, this Agreement may be suspended or terminated by the County if Habitat materially fails to comply with any term of the Agreement. Remedies for breach of the provisions of this Agreement include but are not limited to repayment of any funds deemed to be expended in an ineligible manner. Repayment of HOME fund is required if the housing does not meet the affordability requirements for the Period of Affordability. F. Books and Records. Habitat 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. Habitat shall ensure access to records and financial statements, as necessary, to provide effective monitoring and evaluation of project performance. Additionally, Habitat 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 Habitat records that relate to this contract. If any audit by County discloses that payments to Habitat were in excess of the amount to which Habitat was entitled under this contract, Habitat shall promptly pay to County the amount of such excess. If the excess is greater than 1% of the contract amount, Habitat shall also reimburse County its reasonable costs incurred in performing the audit. 3. Habitat shall maintain files of all homebuyers, regardless of length of occupancy, residing in assisted units. Documentation shall verify eligibility for federal assisted housing at the point of initial purchase. 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. Habitat 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 7 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 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 and Community Development Department P.O. Box 8181 Hillsborough,NC 27278 ATTN: Director 2. To Habitat: Habitat for Humanity 88 Vilcom Center Drive, Suite L110 Chapel Hill,NC 27514 ATTN: Executive Director Either the County or Habitat 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 Habitation this Agreement shall occur without the prior written consent of the County; neither may Habitat assign this Agreement without the prior written consent of County. I. Conflict of Interest. Habitat agrees to abide by the provisions of 24 CFR 92.356(f) and 24 CFR 570.611, as applicable, 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. Habitat further covenants that in performance of this Agreement no person having such a financial interest shall be employed or retained by Habitat 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, Habitat 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 Habitat, its employees, agents, officers, and contractors in connection with this contract. In the event any such action or claim is brought against County, Habitat shall, upon County's tender, defend the same at The Habitat's or Habitat's sole cost and expense, promptly satisfy any judgment adverse to County or to County and Habitat jointly, and reimburse the County for any loss, cost, damage, or expense, including attorney fees suffered or incurred by the County. 8 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 L. Subcontracting. Habitat shall not subcontract work under this Agreement, in whole or in part, without the County's prior written approval. Habitat 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 Habitat specified in this contract. Notwithstanding County's approval of a subcontractor, Habitat shall remain obligated for full performance of this contract and County shall incur no obligation to any subcontractor. Habitat shall indemnify, defend, and hold County harmless from all claims of its contractors. By executing this Agreement Owner affirms that they and any subcontractors of Owner are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Owner also certifies that they have not been identified, and have not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. § 147-86.58. M. No Joint Venture or Agency. The County and Habitat each agree and acknowledge that nothing contained herein or otherwise, including, without limitation, any act of the County and Habitat 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 Habitat 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 Habitat 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 Agreement shall be valid and be enforced to the fullest extent permitted by law. The County and HABITAT agree to substitute for such provision of this Agreement or the application thereof determined to be invalid or unenforceable, such other provision as most closely approximates, in a lawful manner, such invalid, illegal or unenforceable provision. If the County and HABITAT 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. 9 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 Q. Equal Opportunity. HABITAT 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, HABITAT 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. HABITAT 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 or HABITAT 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, HABITAT 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. 10 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 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. Training. The Owner agrees to attend training and/or technical assistance workshops provided by the County related to the administration of this Agreement and that the Department of Housing and Community Development deems mandatory. BB. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. [SIGNATURES ON FOLLOWING PAGE] 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: HABITAT FOR HUMANITY OF ORANGE COUNTY, NC, INC. Oacusigned by: EEF221ABE6F745F. Jennifer Player, Executive Director ORANGE COUNTY, NORTH CAROLINA IDocuSigned by: 761nJlnil. �"��tt.Y'S� 0637994B755E477.. Bonnie Hammersley, County Manager 11 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 This document has been pre-audited in accordance with the N.C. Local Government and Fiscal Control Act. Gr ry T)nnnId-,nn Finance Director Vocusigned by: 411.4/� 704B51S1ACC1409. Annrnyod nc to form and legality Docu5igned by: aK.vZ fit, U(h 079A4D525COF4FB. Anne Marie"l osco, Staff Attorney 12 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 EXHIBIT A SCOPE OF SERVICES HOME funds will be used for second mortgage funding for two (2) newly constructed homes within Orange County in the Fairview Community and Tinnin Woods subdivision in Hillsborough using FY 2019-19 funds. All homes will be sold to qualified first-time homebuyers earning between 30% and 65% of the AMI during the initial eligibility period. 13 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 Exhibit B PROPOSED BUDGET Proposed Uses of Funds Down Payment Assistance 2018-19 (two second mortgages) $ 60,000 Total Uses of Funds $ 60,000 Sources of Funds Orange County HOME funds $ 60,000 Total Sources of Funds $ 60,000 Habitat 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 and Community Development Department("HCD"). 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 Total Renovation Cost specified in the above budget, and there are only minor changes to the Plans and Specifications. 14 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 Exhibit C Prepared by and return to: Anne Marie Tosco, Orange County Attorney's Office: P.O. Box 8181; Hillsborough,NC 27278 DECLARATION OF RESTRICTIVE COVENANTS THIS DECLARATION OF RESTRICTIVE COVENANTS (Declaration), dated , by Habitat for Humanity of Orange County, NC, Inc. for itself and its successors and assigns ("Owner"), is given as a condition precedent to the award of Orange County HOME Investment Partnership Program funds. RECITALS: WHEREAS, the Orange County HOME Consortium has designated $60,000 in FY 2018- 19 HOME funds to provide funding for second mortgage funding for two (2) newly constructed homes located in Orange County in the Fairview Community in Hillsborough and Tinnin Woods subdivision in Efland which are hereinafter designated collectively as "the Property" or "the Properties"; and WHEREAS, Orange County is the lead entity of the Orange 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, Habitat is constructing the housing units on the Properties for first-time homebuyers earning between 30% and 65% of HUD area median income described in Habitat's FY 2018-19 Application for Funding, Orange County HOME Program dated, February 6, 2018 which is hereby incorporated into this Agreement as if written herein, and hereafter referred to as "The Project." A copy of the 2018-19 HOME Program Applications are on file in the office of the Orange County Housing and Community Development Department; and 15 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 WHEREAS, Habitat intends to assist two (2) first-time homebuyers, who earn between 30% and 65% of HUD area median income, to purchase the newly constructed housing units at the Properties; and WHEREAS, a first-time homebuyer for the purposes of this program is defined as any low income household that has not owned a home within the past three (3) years including households living in manufactured housing not permanently affixed to a foundation, or owner- occupants of homes not feasible for rehabilitation and has lived or worked in Orange County for at least one year prior to the home purchase; WHEREAS, notwithstanding any provision of this Agreement, the County and Habitat 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, Orange County requires and Owner agrees to the requirement, as a condition precedent to the awarding of Orange County HOME Investment Partnership Program funds, that Owner execute, deliver and record this Declaration in the Office of the Register of Deeds of Orange County in order to create certain covenants pertaining to the Property and running with the land for the purpose of enforcement of the affordability requirements of the Orange County HOME Investment Partnership Program. 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, Owner 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 owners of the Property and for such term, except as specifically provided herein, and are not merely personal covenants of Owner. SECTION 1 REPRESENTATIONS, COVENANTS AND WARRANTIES OF OWNER Owner hereby represents, covenants and warrants as follows: A. It is contemplated that the Property and the Project will be used, during the ninety-nine (99) years after Project Completion (defined as the last of the following events: the Property is acquired, rehabilitated, if necessary, and the last of the nine dwelling units is occupied by a low-income family), for owner-occupied housing to families earning up to 65% of HUD area median income. In the event Owner 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 between Habitat 16 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 and County dated , which is hereby incorporated by reference and made a part of this Declaration, and the HOME Investment Partnership Program and this Declaration, Owner 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, Owner 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 HOME INVESTEMENT PARTNERSHIP PROGRAM. Owner agrees that County may void any sale, transfer, or exchange of the Property or any portion of this 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 HOME INVESTMENT PARTNERSHIP PROGRAM. A copy of the DEVELOPMENT AGREEMENT is on file with the Office of the Clerk to the Orange County Board of County Commissioners. 2. Any assignment, sale, transfer, conveyance or other disposition of the Property or any part of the Property other than as described in subparagraph I above, whether voluntary or involuntary or by operation of law shall be subject to the provisions of SECTION 4 of this Declaration. B. Owner 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. Owner 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 This Declaration and the Terms of Affordability, specified herein, apply to the Property immediately upon recordation and Owner shall comply with all restrictive covenants herein. This declaration shall terminate ninety-nine (99) years after Project Completion, unless Orange HOME Investment Partnership Program affordability restrictions are terminated due to the sale of the Property to a non-qualified buyer as provided herein and Orange County agrees to the termination of the Declaration. SECTION 3 RECORDING AND FILING; COVENANTS TO RUN WITH THE LAND A. Upon execution of this Declaration by Owner, Owner shall cause this declaration and all amendments hereto to be recorded and filed in the Office of the Register of Deeds of 17 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 Orange County. B. Owner intends, declares and covenants, on behalf of itself and all future Owners 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 Owner's successors in title and all subsequent Owners of the Property; (2) are not merely personal covenants of Owner; and (3) shall bind Owner (and the benefits shall inure to Orange County and any past, present or prospective owner of the Property) and its respective successors and assigns during the term of this Declaration. Owner 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 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 Section that the ninety-nine (99) year duration of this Declaration of Restrictive Covenants be accomplished and that any future owner of the Property, Habitat, 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, Habitat and Orange County agree to do what each must do to accomplish the ninety-nine (99) year duration of this Declaration of Restrictive Covenants. SECTION 4 ENFORCEMENT OF AFFORDABLE HOUSING REQUIREMENTS A. Rights of Refusal 1. 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 18 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 until the below-described procedure is followed. 2. Right of First Refusal. If Owner contemplates a Transfer to any entity 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. Owner 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 ("Notice")." This Notice 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 Owner 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." 3. Sales After Failure to Exercise Rights of Refusal. If Orange County does not advise Owner in a timely fashion of its intent to purchase the Property, then owner shall be free to transfer the property in accordance with the provisions in this Section. 4. Assi ng ability. Orange County may assign its right of first refusal without Owner's consent. B. Resale Provisions I. If the buyer no longer uses the Property as a principal residence or is unable to continue ownership, then the buyer must sell, transfer, or otherwise dispose of their interest in the Property only to a qualified homebuyer, i.e., a low-income household, one whose combined income does not exceed 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, to use as their principal residence. 2. However, if the property is sold during the term of affordability, the Right of First Refusal provision of the New and Existing First-Time Homebuyer Program portion 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 deed of trust) or "equity" will be divided 50150 between the Seller of the Property and the County. 3. In the event that Net Sales Proceeds are insufficient to repay the HOME Funds, including principal plus interest, the amount to be recaptured shall be any funds remaining after payment of all senior non-HOME debt and closing costs. In no event 19 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 shall the borrower be required to use funds other than net proceeds to repay the HOME Funds. 4. The recapture provisions shall remain in effect for the full affordability period — 99 years. C. Owner 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 HOME Investment Partnership Program. Orange County, together with Owner, 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. Owner acknowledges that the primary purpose for requiring compliance by Owner with restrictions provided in this Declaration is to assure compliance with the affordability requirements of Orange County and the HOME Investment Partnership Program, AND BY REASON THEREOF, OWNER IN CONSIDERATION FOR RECEIVING 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 OWNER'S OBLIGATIONS UNDER THIS DECLARATION IN A STATE COURT OF COMPETENT JURISDICTION, WITH VENUE IN ORANGE COUNTY. Owner hereby further specifically acknowledges that the beneficiaries of Owner'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 Owner 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 Owner. 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: i. To the County: Orange County 20 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 c/o Housing and Community Development Department P.O. Box 8181 Hillsborough,NC 27278 ATTN: Director ii. To Habitat: Habitat for Humanity of Orange County,NC, Inc. 88 Vilcom Center Drive, Suite L110 Chapel Hill,NC 27514 ATTN: Executive Director C. Governing L� 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 Owner has caused this Declaration to be signed by its duly authorized representative, on the day and year first above written. Habitat for Humanity of Orange County, NC, Inc. (Print Name) (Title) ATTEST: Secretary 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 is Secretary and that is of Habitat for Humanity of Orange County, NC, Inc., a North Carolina 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 and attested to by its Secretary. Witness my hand and notarial seal, this the day of 20_. Notary Public My commission expires: 21 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 Attachment A Legal Description 22 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 EXHIBIT D Prepared By and after recording return to: Anne Marie Tosco, Orange County Attorney's Office, P.O. Box 8181, Hillsborough, NC 27278 NORTH CAROLINA ORANGE COUNTY DEED OF TRUST AND SECURITY AGREEMENT THIS DEED OF TRUST, AND SECURITY AGREEMENT ("Deed of Trust") is made as of this day of , 20 by and among whose address is (Borrower"), John L. Roberts whose address is P.O. Box 8181, Hillsborough North Carolina, 27278 ("Trustee"), and Orange County whose street address is 200 S. Cameron Street, Hillsborough, North Carolina 28278 ("Lender"). WHEREAS, Borrower owes Lender for money advanced or to be advanced in the principal sum of (the "Loan") as evidenced by a promissory note of even date herewith (the "Note"), the final payment of which is due, together with interest thereon, as provided in the Note; and WHEREAS, it has been agreed that the Loan will be made subject to the terms and Conditions and in reliance upon the covenants contained in the Note, this Deed of Trust, and, the following documents: (Check those which apply) (Hereinafter referred to either singularly or collectively, as the 'Loan Documents') X_ Development Agreement between Habitat For Humanity Of Orange County,NC, Inc and Lender dated X Declarations of Restrictive Covenants between Habitat For Humanity Of Orange County, NC, Inc and Lender dated X Promissory Note from Borrower to the Lender dated the same date as this Deed of Trust and Security Document. 23 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 This Deed of Trust secures to Lender: (a) The repayment of the debt evidenced by the Note, with interest as provided in the Note, and all renewals, extensions and modifications of the Note; (b) the payment of all other sums with interest as provided in the Note, advanced to protect the security of this Deed of Trust; and (c) performance of Borrower's covenants and agreements under the Loan Documents. NOW, THEREFORE, in consideration of the Loan, and other valuable consideration, the receipt of which is hereby acknowledged. Borrower hereby grants and conveys to Trustee his successors and assigns all buildings, improvements, the equipment and all other real and personal property, of every kind and nature now or hereafter attached to or used in connection with the premises situated on real property located in Orange County, North Carolina, said real property being more particularly described in Attachment "A", attached hereto and made a part hereof by this reference, including by way of example and not limitation, all plumbing, heating, lighting and air conditioning fixtures, refrigerators, ranges, hot water heaters, draperies and carpets (hereinafter collectively referred to as the "Premises"). TO HAVE AND TO HOLD said Premises with all privileges and appurtenances there-unto belonging to Trustee, his successors and assigns, upon the trusts, terms and conditions and for the purposes hereinafter set out. Borrower covenants with Trustee that Borrower is seized of and has the right to convey the Premises, in fee simple; that the Premises are free and clear of all encumbrances, except as described on Attachment "B" attached hereto and made a part hereof by this reference; and that Borrower will warrant and defend title to the Premises against the lawful claims of all persons whomsoever. Upon payment in full of all sums secured by this Deed of Trust, Lender shall cancel this Deed of Trust, of record at the request and cost of Borrower. If, however, there shall be a default in any of the terms, covenants or conditions of the Loan Documents or any advance secured hereby, and such default is not made good within any cure period specifically granted in the Loan Documents, if any, all sums owing to Lender under the Loan Documents shall immediately become due and payable, without notice, at the option of Lender; and, on request of Lender, Trustee shall foreclose this Deed of Trust by judicial proceedings or, at Lender's election, Trustee shall sell (and is hereby empowered to sell) the Premises at public sale to the last and highest bidder for cash (free of any equity of redemption, homestead, dower, curtesy or other exemption, all of which are expressly waived by Borrower) after compliance with applicable North Carolina laws relating to foreclosure sales under power of sale and shall execute a conveyance in fee simple to the successful purchaser at said sale. The proceeds of any such sale shall be applied in the manner and in the order prescribed by applicable North Carolina laws. The Trustee's commission shall be five percent (5%) of the gross sales price for completed sale for all services performed by him hereunder. Lender may bid and become the purchaser at any sale under this Deed of Trust. At any such sale, Trustee may at its election require the successful bidder to immediately deposit with Trustee cash or certified check in an amount equal to all or any part of the successful bid and notice of such requirement need not be included in the advertisement of the notice of such sale. Borrower covenants with Trustee and Lender(and their respective heirs, successors and 24 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 assigns) as follows: 1. Taxes. Borrower shall pay all taxes, charges and assessments, which may become a lien upon the Premises before any penalty or interest accrues thereon and shall promptly deliver to Lender official receipts evidencing payment thereof. 2. Insurance. Borrower shall continually maintain insurance against loss by fire, hazards included within the term "extended coverage", and such other hazards, as Lender may require, including flood, rent loss and business interruption, in such manner and in such companies as Lender may from time to time require on the improvements now or hereafter located on the Premises and in such amounts satisfactory to Lender, but at no time less than the outstanding indebtedness secured by this Deed of Trust and any other lien against the Premises, plus an amount sufficient to prevent any co-insurance liability of the Borrower or Lender, Borrower shall promptly pay all premiums when due and deliver official receipts to Lender evidencing such payment. All insurance policies and renewals thereof shall be held by Lender and have attached thereto a loss payable clause in favor of and in form acceptable to Lender and provide that no such policy can be canceled without ten (10) days prior notice to Lender or materially amended (including any reduction in the scope or limits of coverage) without Lender's prior written approval. All policies of insurance shall contain an endorsement or agreement by the insurer that any loss shall be payable in accordance with the terms of such policy notwithstanding any act of negligence of Borrower which might otherwise result in forfeiture of such insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against the Borrower. In the event of loss, Borrower shall give immediate notice by mail to Lender who may make proof of loss if not made promptly by Borrower. Each insurance company is hereby directed to make payment for such loss directly to Lender (instead of to Borrower and Lender jointly). Unless Lender and Borrower otherwise agree in writing, insurance proceeds shall be applied, at Lender's option, to the debt secured by this Deed of Trust or to the repair or restoration of the Premises. If the insurance proceeds are applied to the debt, it may be applied upon the portion last falling due or in such other manner as Lender may desire. In the event of foreclosure of this Deed of Trust or other transfer of title to or assignment of the Premises in extinguishment of the indebtedness secured hereby, all right, title and interest of Lender in any such insurance policies then in force shall pass to the grantee of the Premises. 3. Condemnation Award. Any award for the taking of or damages to all or any part of the premises or any' interest therein upon the lawful exercise of power of eminent domain shall be payable to Lender who may apply the sums so received to the portion of the debt hereby secured last falling due or in such other manner as Lender may desire, subject to applicable law. 4. Repairs. Borrower will keep the Premises in good order and repair (reasonable wear 25 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 and tear excepted) and will not commit or permit any waste or other loss whereby the value of the Premises might be impaired. 5. Compliance with Laws. Borrower shall promptly comply with any applicable legal requirements of the State of North Carolina or other governmental entity, agency or instrumentality relating to the use or condition of the Premises. 6. Advancements by Lender. If Borrower shall be in default in the timely payment or performance of any obligation under the Loan Documents, Lender, at its option, may pay the sums for which Borrower is obligated. Further, Lender, at its option, may advance, pay or expend such sums as may be proper and necessary for the protection of the Premises and the maintenance of this trust, including but not limited to sums to satisfy taxes or other levies, and assessments and/or liens, to maintain insurance (including title insurance) and to make repairs. Any amounts so advanced, paid or expended shall be deemed principal advances secured by this Deed of Trust (even though when added to other advances the sum thereof may exceed the face amount of the Note), shall bear interest from the time advanced, paid or expended at the rate of ten percent per year or such higher rate as may be prescribed in the Note, and be secured by this Deed of Trust and its payment enforced as if it were a part of the original debt. Any sum expended, paid or advanced under this paragraph shall be at Lender's sole option, shall be due and payable on demand and shall not constitute a waiver of any default or right arising from the breach by. Borrower or any covenant or agreement contained in the Loan Documents. 7. Attorney's Fees. If Borrower shall default in its obligations under the Loan Documents and in the opinion of Lender it becomes necessary or proper to employ an attorney to assist in the enforcement or collection of the indebtedness owed by Borrower to Lender, or to enforce compliance by Borrower with any of the provisions of the Loan Documents, or in the event Lender or Trustee voluntarily or otherwise shall become a party or parties to any suit or legal proceeding (including a proceeding conducted under the Bankruptcy Act), then in order to protect the Premises herein conveyed, to protect the lien of this Deed of Trust, to enforce collection of the indebtedness owed by. Borrower to Lender, or to enforce compliance by Borrower with any of the provisions of the Loan Documents, Borrower agrees to pay reasonable attorney's fees and all the costs that may reasonably be incurred, and such fees and costs, shall be secured by this Deed of Trust and its payment enforced as if it were a part of the original debt, Borrower shall be liable for such reasonable attorney's fees and costs whether or not any suit or proceeding is commenced. Reasonable attorney's fees shall be limited to fees for expenses actually incurred and time actually spent at standard hourly rates. 8. Substitute Trustees. Lender shall have the unqualified right to remove Trustee and to appoint one or more substitute or successor trustees by instruments filed for registration in the Office of the Register of Deeds where this Deed of Trust is recorded. Any such removal or appointment may be made at any time without notice, without specifying any reason therefore, and without any court approval. Any such appointee shall become vested with title to the Premises and with all rights, powers and duties conferred upon the Trustee herein in the same manner and to the same effect as though he were named herein as the original Trustee. 9. Anti-Marshalling Provision. The right is hereby given by Borrower to Trustee and 26 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 Lender to make partial release or releases of security hereunder (whether or not such releases are required by agreement among the parties) agreeable to Trustee and Lender without notice to or the consent, approval or agreement of other names and interest, including junior lienors and purchasers subject to this which partial release or releases shall not impair in any manner the validity of or priority of this Deed of Trust on the Premises remaining hereunder, nor release Borrower from liability for the indebtedness hereby secured. Notwithstanding the existence of any other security interests in the Premises held by Lender or by any other party, Lender shall have the right to determine the order in which any or all of the Premises shall be subjected to the remedies provided herein. Lender shall have the right to determine the order in which any or all portions of the indebtedness secured hereby are satisfied from the proceeds realized upon the exercise of the remedies provided herein. Borrower and any party who consents to this who has actual or constructive notice hereof hereby waives any and all right to require the marshaling of assets in connection with the exercise of any of the remedies permitted by applicable law or provided herein. 10. Additional Financing Prohibited. Borrower may not pledge or encumber the Premises herein conveyed without first obtaining Lender's written consent. 11. Uniform Commercial Code Security Agreement. This Deed of Trust is intended to be a security agreement with respect to items referred to herein which may be subject to a security, interest pursuant to the Uniform Commercial Code, and Borrower hereby grants Lender a security interest in said items. Borrower agrees that Lender may file this Deed of Trust as a financing statement, and at Lender's request agrees to execute such financing statements, extensions or amendments as Lender may require to perfect a security interest with respect to said items. In the event of default, Lender shall have, in addition to its other remedies, all rights and remedies provided for in the Uniform Commercial Code as enacted in North Carolina. 12. Events of Default. Any of the following shall constitute an "Event of Default" hereunder: a. The failure to make when due any payment, whether of principal or interest under the Note; b. The failure to make any other payment to Lender required by the Loan Documents within ten (10) days after notice from Lender directing Borrower to make the payment,but in any event before the same is past due; c. Any covenant, representation, warranty made by Borrower or material Information supplied to the Lender proves to be materially false or misleading when made or given; the transfer of all or part of the Premises (including a beneficial interest) without Lender's prior written consent; d. The death, dissolution, merger, consolidation or termination of existence of Borrower or any guarantor hereof or the transfer of any beneficial interest in Borrower without Lender's prior written consent(if Borrower is a married couple, the death of Borrower means the death of the survivor of the married couple); 27 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 e. The application for the appointment of a receiver for Borrower or any guarantor; or the filing of a petition under any provisions of the Bankruptcy Code or Act by Borrower or any guarantor; or the filing of a petition under any provisions of the Bankruptcy Code or Act against Borrower or guarantor which is not dismissed within 30 days; or the filing of an answer in an involuntary proceeding admitting insolvency or inability to pay debts; or any assignment for the benefit of creditors by or against Borrower or any guarantor; or the attachment, execution or other judicial seizure of any portion of Borrower's or any guarantor's assets which is not discharged within ten (10) days; or f. The failure of any Borrower to perform any other non-monetary obligation or condition of the Loan Documents within 30 days after notice from Lender; provided that if such default cannot reasonably be cured within 30 days, it shall not constitute an Event of Default as long as Borrower is diligently pursuing such cure unless it is not cured within 180 days after the original notice of default from Lender. Upon any Event of Default, the entire principal sum evidenced by the Note and accrued but unpaid interest hereon may, at the sole option of Lender, be declared at once due and payable, time being of the essence of this obligation. Failure of Lender to exercise this option in the event of any Event of Default shall not constitute a waiver of the right of Lender to exercise the same in the event of a subsequent Event of Default. 13. Use of Premises. Unless required by applicable law or unless Lender has otherwise agreed in writing, Borrower shall not allow changes in the use for which all or any part of the Premises was intended at the time this Deed of Trust was executed. Borrower shall not initiate or acquiesce in a change in the zoning classification of the Premises without Lender's prior written consent. 14. Inspection. To assure and protect its rights under this Deed of Trust, Lender shall have the fight to access and inspection of the Premises at reasonable times and upon reasonable notice to Borrower. 15. Application of Payments. All payments and other sums of money received by Lender shall be applied by Lender first to amounts due Lender for Advancements or Attorney's Fees pursuant to this Deed of Trust, then to interest payable of the Note, then to the principal of the Note, then to other payments due under the Loan Documents including equity payments provided for in the Development Agreement and the Declaration of Restrictive Covenants. 16. Environmental Issues. a. Borrower warrants that, (i) to the best of Borrower's knowledge, the Premises and the land described in Attachment A attached hereto (the "Land") are free of Hazardous Materials, (ii) neither Borrower, nor to the best of Borrower's knowledge, anyone else connected with the Premises or the Land has received any notice from any governmental agency, entity or other person with regard to Hazardous Materials, 28 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 from or affecting the Premises or the Land, and (iii) to the best of Borrower's knowledge, there is not now pending or threatened any action, suit, investigation or proceeding against Borrower relating to the Premises or the Lender (or against any other party relating to the Premises or the Land) seeking to enforce any right or remedy under any of the Environmental Laws. b. Borrower covenants and agrees that (i) the Premises shall be kept free of Hazardous Materials, (ii) Borrower shall not cause nor permit the presence, use, disposal, installation, generation, manufacture, transportation, storage, release or treatment of Hazardous Materials in or on the Premises of the land and (iii) Borrower shall at all times comply with and ensure compliance by all other parties with all applicable Environmental Laws relating to or affecting the Premises and the Land and shall keep the Premises and the Land free and clear of any liens imposed pursuant to any applicable Environmental Laws. The preceding sentence shall not apply to the presence, use or storage on the Premises of small quantities of Hazardous Materials that are generally recognized to be appropriate to normal residential use and to maintenance of the Premises. c. Borrower shall immediately give Lender written notice of any investigation, claim, demand, lawsuit or other action by any party involving the Premises or the Land and any Hazardous Materials of Environmental Law of which Borrower has actual knowledge. If Borrower learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any Hazardous Materials affecting the Premises or the Land is necessary, Borrower shall promptly take all necessary remedial actions in accordance with all applicable Environmental Laws. d. Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against any and all losses, liabilities, damages and claims of any and every kind whatsoever paid, incurred or suffered by or asserted against Lender for, with respect to, or as a direct or indirect result of (i) the presence on or release from the Premises or the Land prior to the cancellation of this Deed of Trust of any Hazardous Material, regardless of whether or not caused by or within the control of Borrower, (ii) the violation of any Environmental Laws prior to the cancellation of this Deed Of Trust relating to or affecting the Premises or the Land, whether or not caused by or within the control of Borrower, (iii)the failure of Borrower to comply fully with the terms and provisions of this section, or (iv) any warranty or representation made by Borrower in this section being false or untrue in any material respect. e. For purposes of this Deed of Trust: 29 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 (i) "Hazardous Material" means petroleum products, any flammable explosives, radioactive materials, asbestos or any material containing asbestos, and/or any hazardous, toxic or dangerous material defined as such in or for the purpose of the Environmental Laws. (ii) "Environmental Laws" means the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, any "Superfund" or "Superlien" law, or any other federal state or local law, regulation or decree regulating relating to or imposing liability standards of conduct concerning any petroleum products, any flammable explosives, radioactive materials, asbestos or ally material containing asbestos, and/or hazardous, toxic or dangerous material, as may now or at any time hereafter be in effect. f. The obligations and liabilities of Borrower under this section shall survive the foreclosure of the Deed of Trust, the delivery of a deed in lieu of foreclosure, the cancellation of the Note, or the sale or alienation of any part of the Premises or the Land. 17. Statute Inapplicable. The provisions of § 45-45.1 of the North Catalina General Statutes, or any similar statute hereafter enacted in replacement or substitution thereof shall be inapplicable to this Deed of Trust. 18. Definition. As used herein, the terms `Borrower," "Trustee", "Lender" other terms shall refer to the singular, plural, neuter, masculine and feminine as the context may require and shall include, be binding upon, and inure to the benefit of their respective heirs, successors, legal representatives, and assigns. 19. Future Advances (Check if applicable). If this paragraph is checked, this Deed of Trust is given wholly or partially to secure future obligations which may be incurred hereunder pursuant to the provisions of Sections 45-67, et seq., of the North Carolina General Statutes; the amount of present obligations secured hereunder is and /100 Dollars ($ ); the maximum amount (including present as well as future advances) to be advanced hereunder shall not exceed the face amount of the Note, provided such future obligations are incurred not later than ( ) years after the date of the Note; and no execution of a written instrument or notation shall be necessary to evidence or secure any future advances made hereunder. [SIGNATURE PAGE TO FOLLOW] 30 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 IN WITNESS WHEREOF, Borrower has caused this instrument to be duly signed, sealed and delivered the day and year first above written. BORROWER COUNTY OF STATE OF NORTH CAROLINA I, a Notary Public, do hereby certify that personally appeared before me this day and acknowledged the due execution of this Deed of Trust. WITNESS my hand and official stamp or seal, this day of , My Commission expires: Notary Public (Seal/Stamp) 31 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 Attachment A Property Description 32 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 Attachment B Permitted Encumbrances 33 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 EXHIBIT E PROMISSORY NOTE DEFERRED PAYMENT LOAN Date: Amount: ($ ) 1. Loan. This Note evidences a loan made by Lender to Borrower under a Development Agreement between Habitat For Humanity Of Orange County, NC, Inc. and Orange County, North Carolina, pursuant to the Orange County HOME Investment Partnership Program and the Orange County Long-Term Housing Affordability Policy. The loan is secured by a Deed of Trust, (the "Deed of Trust") dated the same date as this Note, and which is a lien on the property described in the Deed of Trust (the "Property"). The Trustee is John Roberts. All terms of the Deed of Trust are incorporated in this Note by reference, and any default under the Deed of Trust is a default under this Note. 2. Borrower's Promise to Pay. In return for a loan received (the "Loan"), ("Borrower") promises to pay DOLLARS and CENTS (U.S. $ ) or so much of the loan as may have been disbursed and remain unpaid, with interest, if any, until paid, to Orange County, North Carolina ("Lender"). Amounts advanced by Lender to protect its interest in the Property securing this Note, if any, shall be added to the principal amount owing under this Note, shall accrue Interest at the Default Rate from the date of advance until paid and shall be due and payable on demand. 3. Interest Rate. Interest shall accrue on the unpaid principal balance at a rate of zero percent(0%)per year. 4. Payments. No monthly principal or interest payments are required. All unpaid principal amount of the loan shall be due and payable on the day of the earlier of the following dates (the "Due Date"): a. The date the Property is sold or transferred by the Borrower, whether voluntarily or involuntarily or by operation of law, other than to a qualified assumer under Paragraph 5; b. The date a default occurs under the terms of any loan secured by a lien to which the Deed of Trust is subordinated; C. Any date within 40 years after the date of recording of the last deeds of trust securing the Lender's investment in the dwelling units that are the Project described in the Development Agreement, if on or prior to that date, the Property ceases to provide affordable housing, as defined in the Development Agreement. 34 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 5. Assumptions. The Note may be assumed only on the prior written approval of the Lender. All terms and conditions of the Declaration of Restrictive Covenants, this Promissory Note and the Deed of Trust shall remain in effect for any successor to Borrower and any Successor shall assume all duties and obligations to the Borrower. 6. Place of Payments. Borrower shall make payments to Lender at Orange County Housing and Community Development, Post Office Box 8181, Hillsborough, NC 27278, or 200 S. Cameron Street, Hillsborough, NC 27278 or such other address as Lender may notify Borrower. 7. Prepayments. Borrower may make payments of principal, either in whole or in part, at any time before they are due. 8. Late Charges. If this Note is paid in installments, and Lender has not received the full amount of any installment within 15 days after it is due, Borrower shall pay a late charge of 4% of the amount overdue. 9. Default. a. If Borrower dues not pay the full amount of principal and interest due under this Note within ten (10) days from the due date, this Note will be in default. If, after the applicable cure period provided, if any, there exists an Event of Default under any other document entered into in connection with the Loan; this Note will be in default. b. If this Note is in default, Lender, without further notice to Borrower, may require Borrower to immediately pay the full amount of the principal which has not been paid, any accrued interest and other sums due under this Note. Even if, at a time the Note is in default, Lender does not require Borrower to pay immediately in full, Lender will still have the right to do so at a later time if the default is continuing or if the Note is in default at a later time. If this Note is in default, Lender may employ an attorney to enforce Lender's rights and remedies, Borrower agrees to pay Lender for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Thos7e expenses include, for example, reasonable attorneys' fees based on time and expenses actually expended at normal hourly rates. c. If this Note is in default the sums due under this Note shall bear interest at ten percent (10%)per year(the "Default Rate"). 10. Waiver by Lender. Lender's rights and remedies as provided in this Note or any other document executed in connection with the Loan shall be cumulative and may be pursued singly, successively, or together. The failure to exercise any right or remedy will not be a waiver or release of such right or remedy or the right to exercise any of them at another time. 11. Joint and Several Liability. If more than one person or entity signs this Note, each 35 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 person or entity is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. Any person or entity who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any person or entity who takes over these obligations, including the obligations of a guarantor, surely or endorser of this Note, is also obligated to keep all of the promises made in this Note. The Lender may enforce its rights under this Note against each person or entity individually or against all such persons or entities together. 12. Waivers. Borrower and any other Person or entity who has obligations under this Note waives the rights of protest, presentment, notice of dishonor and notice of acceleration of maturity. "Presentment" means the right to require Holder to demand payment of amounts due. "Notice of dishonor" means the right to require Holder to give notice to other persons that amounts due have not been paid. Borrower and any other person or entity who has obligations under this Note agree that their obligations shall continue even if Lender has agreed to the release, modification or substitution of any security for this Note or to any extensions of time for the payment of principal and interest under this Note. 13. Related Documents. The following documents have also been executed in connection with the Loan (Check those which apply): X Development Agreements between Habitat For Humanity Of Orange County, NC, Inc. and Lender dated X Declarations of Restrictive Covenants between Habitat For Humanity Of Orange County, NC, Inc., and Lender dated X Deed of Trust from Borrower to John L. Roberts, Trustee for Lender beneficiary, dated the same date as this Note. The terms of those documents listed above are incorporated in this Note. Default under any of the terms of the documents listed above shall be a default under this Note. 14. Governing Law. This note shall be governed and construed by the laws of the State of North Carolina. 15. Assignment. The Borrower consents to the assignment of this Note transferring the Lender's right, title and interest. IN WITNESS WHEREOF, Borrower has caused this instrument to be duly signed, sealed and delivered the day and year first above written. BORROWER 36 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB90F35D5BA2 COUNTY OF STATE OF NORTH CAROLINA I, a Notary Public, do hereby certify that ,personally appeared before me this day and acknowledged the due execution of this Promissory Note. WITNESS my hand and official stamp or seal, this day of , My Commission expires: Notary Public (Seal/Stamp) 37 DocuSign Envelope ID:758215CF-OA18-45F8-8807-AB9OF35D5BA2 AC 0� CERTIFICATE OF LIABILITY INSURANCE DATE IM0YYYI 031201201r201 s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME C Stephanie Freeman Summit Insurance Group,Inc. PHONE (704)659-2141 FAx (704)659-2146 AIC No Ext: AIC,Nc PO Box 2485 t-MAIL s: stephanie@sumins.com ADDRE INSURER(S)AFFORDING COVERAGE NAIC Y Huntersville NC 28070 INSURERA: Builders Mutual Insurance Company-Tip 10844 INSURED INSURER B• Consolidated Program Ins.Services,Inc. Habitat For Humanity Orange County,NC,Inc. INSURERC 88 Vilcom Center Dr.Ste L110 INSURERD: INSURER E= Chapel Hill NC 27514 INSURER F: COVERAGES CERTIFICATE NUMBER: CL1932004039 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBE❑HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.OMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS. INSR ALYULbUHK POLICYEFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDNYYY MMIDOlYYYY LIMITS x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 VAUAGM TO RENTED CLAIMS-MADE Fx_]OCCUR PREMISES Ea owunrencyl S 1,000,000 MED EXP(Any one person) S 5,000 A Y GPP0058155 04/01/2019 04101/2020 PERSONAL&ADVINJURY S 1,000.000 GEN'L AGGREGATE LIM IT APPL I ES PER: GENERALAGGREGATE $ 2,000,D00 POLICY ❑jC&T ❑LOC PRODUCTS-CGMPIOPAGG $ 2,000,000 OTHER: 5 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,006,000 Ea accident ANYAUTO BODILY INJURY(Per person) 5 A OWNED SCHEDULED PCA0009233 04/01/2019 04/01/2020 BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON•OWNEO PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY Per.'rodent $ x UMBRELLA LIAR OCCUR EACH OCCURRENCE S 2.000,000 A EXCESS LIAR 11 CLAIMS.- OF MUBOOOIO05 04/01/2019 04/01/2020 AGGREGATE S 2,000,ODO DED 1 x RETENTION 5 10,000 v S WORKERS COMPENSATION ORH AND EMPLOYERS'LIABILITY Y I H STATUTE E A ANY PROPRIETORIPARTNERIEXECUTIVE NIA PWC1011231 04/01/2019 04/01/2020 E.L.EACH ACC I DENT S 1.000,000 OF F I CE RIMEMS ER EXCLUDED? I Mandatory in NHI E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Vol $250.000 unteer Accident101 B NHH000489 0410112019 04/01/2020 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be afTsched if more space is required) Orange County Government is considered an additional insured with respects to the General Liability per written contract CERTIFICATE HOLDER CANCELLATION SHOULD ANY 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. PC Box 8181 A UTHCROED REPRESENTATIVE Hillsborough INC 27278 Q 1988-2015 ACORD CORPORATION, All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD