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Home My WebLink About2022-224-E-Finance-OC Rape Crisis Center-Loan to Nonprofit per Budget AmendmentRevised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: OC Rape Crisis Center Party/Vendor Contact Person: Oseye Laing Contact Phone: Party/Vendor Address: 1506 E Franklin St City Chapel Hill State: NC Zip: 27515 Department: Finance & Administrative Services Amount: $72,340.00 Purpose: Loan to Nonprofit per Budget Amendment Budget Code(s): 94940020-900400-94502 Vendor # 800015 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 06/07/2022 Approved by Board Yes No Agenda Date: 06/07/2022 --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: 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 the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 18B266FC-5A76-4690-9B5F-188F47B4DEDD 6/15/2022 6/15/2022 6/16/2022 LOAN AGREEMENT Page 1 of 3 THIS Loan Agreement (the "Agreement") is dated as of June 15, 2022, and is by and between Orange County Rape Crisis, LLC, a North Carolina nonprofit (the "Borrower") and the Orange County (the “County”) The Borrower has applied for a loan from the County, and the County has agreed to make the loan a no interest loan. This Agreement sets out the terms of the loan, including the terms for payments and the security for the loan. NOW, THEREFORE, in consideration of the mutual promises set out in this Agreement, the parties agree as follows: PART ONE – AGREEMENT TO MAKE AND REPAY THE LOAN 1. The County will loan to the Borrower the sum of [$72,340.00] (the "Loan"). The County is making this loan by disbursing the Borrower an Electronic Funds Transfer for the loan amount. 2. The Borrower will repay the loan. The Borrower’s obligation to repay the Loan will be represented by a promissory note (the “Note) in substantially the form of Exhibit A, which the Borrower will execute and deliver to the County in exchange for the Loan proceeds. 3. The Borrower will use the Loan for the capital purposes referenced in its loan request letter. 4. The County hereby agrees to lend the Borrower the Loan Amount subject for the purposes of capital expenditures including land acquisition, utility infrastructure, site development, facility construction and furniture, fixtures and equipment. 5. Following evidence of project completion, the loan is subject to conversion to a Forgiveable Loan with no additional principal amounts due to the County. PART TWO - EVENTS OF DEFAULT OR TECHNICAL DEFAULT 6. Events of Default or Technical Default – The happening of any of the following events shall constitute a default under this Agreement (these are the “Events of Default”): 6.1 The Borrower fails to pay when due any amounts payable under the Note; 6.2 The Borrower breaches or fails to perform or observe any term, condition or covenant of this Agreement; 6.3 The Borrower moves its principal place of Nonprofit operations outside Orange County; 6.4 The Borrower fails to use the capital loan for the intended capital expenditures; 6.5 The Borrower’s financial audit, agreed upon procedures audit or management letter determines misappropriation of funds. 7. Remedies on Default – Upon the continuation of any Event of Default, the County may, without any further demand or notice, exercise any one or more of the following remedies: 7.1 Declare the unpaid balance of the Note immediately due and payable; 7.2 Proceed by appropriate court action to enforce the Borrower’s performance of the applicable covenants of this Agreement or to recover for the breach thereof; DocuSign Envelope ID: 18B266FC-5A76-4690-9B5F-188F47B4DEDD LOAN AGREEMENT Page 2 of 3 7.3 Pursue collection under the guaranties; 7.4 Avail itself of all other rights and remedies available at law and in equity. 8. Costs and expenses related to remedial action - The Borrower agrees that all costs and expenses (including reasonable attorneys’ fees and expenses for legal services of every kind) will be the responsibility of the Borrower. PART THREE – PROMISES BY THE BORROWER 9. The Borrower agrees that it will do the following: 9.1 Operate the Nonprofit in full compliance with applicable federal, state, and local laws, including, without limitation, laws relating to equal employment opportunity and occupational health and safety, the North Carolina State Building Code, and local building and land use regulations. 9.2 Promptly perform all obligations of Borrower including the payment, when due, of all amounts owed to County secured by this Agreement; 9.3 Keep proper financial records and books in a manner satisfactory to the County; 9.4 Submit an annual financial statement reviewed or compiled by an independent public accountant within sixty (60) days of the close of the Borrower’s fiscal year for the Nonprofit; 9.5 Submit a copy of its annual tax return to the County within one month of filing. The Borrower hereby authorizes all federal, state and municipal authorities to furnish reports of examinations, records, and other information relating to the condition and affairs of the Nonprofit; 9.6 Maintain books, records, and other documents relating directly to the receipt and disbursement of loan and the fulfillment of this Agreement. Each party agrees that any duly authorized representative of the County shall at all reasonable times, have access to and the right to inspect, copy, audit and examine all of the books, records and other documents relating to the loan. 10. The Borrower further represents to the County and acknowledges that the following things are true: 10.1 No financing statement, other than those financing statement(s) on file with the North Carolina Secretary of State at the date of execution of this Agreement. 10.2 The Borrower’s correct address appears below its signature to this Agreement 10.3 All information supplied and statements made by or in support of the Borrower in its application for this credit are true and correct. PART FOUR – OTHER AGREEMENTS BETWEEN THE PARTIES 11. Communication – 11.1 Any communication required or permitted by this Agreement must be in writing. 11.2 Any communication under this Agreement shall be sufficiently given and deemed given when delivered by hand or on the date shown as the date of delivery on a United States Postal Service return receipt, if addressed as follows: DocuSign Envelope ID: 18B266FC-5A76-4690-9B5F-188F47B4DEDD LOAN AGREEMENT Page 3 of 3 11.2.1 If to the County, addressed as follows: Orange County, PO Box 8181, Hillsborough, NC 27278 ATTN: Finance and Administrative Services/CFO; or, 11.2.2 If to the Borrower, addressed to the address shown below the Borrower’s signature to this Agreement. 11.3 Any addressee may designate additional or different addresses for communications by notice given under this Section to each of the others. 12. The Borrower shall not sell or assign any interest in this Agreement. 13. The parties intend to limit disclosure of confidential information to the fullest extent of the law. Any use of confidential information shall be for the benefit of the Borrower. Notwithstanding anything in the foregoing to the contrary, the County may disclose confidential information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method. 14. The parties intend that North Carolina law shall govern this Agreement. If any provision of this Agreement shall be determined to be unenforceable, that shall not affect any other provision of this Agreement. If the date for making any payment or the last day for performance of any act or the exercising of any right shall not be a Nonprofit day, such payment shall be made or act performed or right exercised on or before the next preceding Nonprofit day. The parties agree that time is of the essence of this Agreement. 15. This Agreement, together with the documents referenced in this Agreement, constitutes the entire agreement between the Borrower and the County with respect to its general subject matter. Only a writing signed on behalf of each party may amend this Agreement. 16. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed to be an original. Notwithstanding the foregoing, the parties shall deliver original execution copies of this Agreement to one another as soon as practicable following execution thereof. IN WITNESS WHEREOF, the parties have duly signed, sealed and delivered this Agreement in duplicate originals as of the day and year first above written. ORANGE COUNTY RAPE CRISIS ORANGE COUNTY By: _________________________________ By: _________________________________ Oseye Laing, Interim Executive Director Bonnie Hammersley, County Manager Exhibit: A – Form of Promissory Note DocuSign Envelope ID: 18B266FC-5A76-4690-9B5F-188F47B4DEDD 6/16/20226/16/2022 EXHIBIT A - PROMISSORY NOTE 1 Amount: Date: $72,340.00 June 15, 2022 FOR VALUE RECEIVED, ORANGE COUNTY RAPE CRISIS CENTER_____________________, LLC, a North Carolina limited liability County (hereafter the “Borrower”) promises to pay to the order of Orange County (hereafter the “County”), the principal sum stated above, at 0.00% (Zero basis points), on the dates and in the amounts described below. PAYMENTS; PREPAYMENT Borrower shall make its first payment on January 1, 2023 in the principal amount of $602.00 each month. If not sooner paid, all unpaid principal and all accrued and unpaid interest on this Note shall be due and payable on December 1, 2032. The Borrower may prepay the outstanding principal amount at its option at any time, in whole or in part, without penalty or premium. MANNER OF PAYMENT All payments shall be made via the Automated Clearing House (ACH) electronic payment system payable to “Orange County, NC Government. NOTE GIVEN UNDER LOAN AGREEMENT; This Note is issued pursuant to, and is governed by a Loan Agreement dated June 15, 2022, between the Borrower and the County (the “Loan Agreement”). DEFAULT Upon the occurrence of any Event of Default described in the Loan Agreement, the County shall have all rights granted by the Loan Agreement. GOVERNING LAW The Borrower and the County intend that North Carolina law shall govern all matters related to this Note. RIGHTS CUMULATIVE The rights and remedies of the County as provided in this Note and any instrument securing this Note shall be cumulative and may be pursued singularly, successively, or together against the Borrower. AMENDMENT AND MODIFICATION DocuSign Envelope ID: 18B266FC-5A76-4690-9B5F-188F47B4DEDD EXHIBIT A - PROMISSORY NOTE 2 No waiver by the County of any of the terms and conditions of this Note shall be effective unless it is in writing and signed by the County. No modification or amendment to this Note may be made except in writing, signed by the Borrower and the County. COUNTERPARTS This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of this Note, including the signature pages hereto, shall be deemed to be an original. Notwithstanding the foregoing, the parties shall deliver original execution copies of this Note to one another as soon as practicable following execution thereof. IN WITNESS WHEREOF, the Borrower has caused this Note to be signed, sealed and delivered by its duly authorized officers on the day and year first above written: BORROWER: _______________, a North Carolina Nonprofit Organization By: __________________________________________ Oseye Laing, Interim Executive Director DocuSign Envelope ID: 18B266FC-5A76-4690-9B5F-188F47B4DEDD Orange County Rape Crisis Center