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HomeMy WebLinkAbout2026-056-E-Housing Dept-Habitat for Humanity Orange County-CIPNORTH CAROLINA CAPITAL INVESTMENT PLAN DEVELOPMENT AGREEMENT ORANGE COUNTY This is an AGREEMENT between Orange County, a general local governmental unit of the State of North Carolina, (hereinafter referred to as the “County”) and Habitat for Humanity, Orange County, N.C., Inc., a North Carolina Non-Profit Corporation (hereinafter referred to as “Owner” or “Habitat for Humanity of Orange County”). The effective date of this Agreement is February 12 2026. WITNESSETH WHEREAS, 1317 US 70A in Hillsborough, North Carolina, is currently owned by Habitat for Humanity of Orange County, to develop the property for affordable residential units serving households earning from thirty percent (30%) of the HUD area median income to up to eighty percent (80%) of the HUD area median income; and WHEREAS, the County, in the implementation of the 2023-24 Capital Investment Plan solicited applications for Five Million ($5,000,000.00) of Affordable Housing Bond Funds from interested eligible organizations; and WHEREAS, Habitat for Humanity of Orange County, as the developer of the project, submitted an application for County funding for the development of site infrastructure at Auman Village at Meadowlands, in contribution to the delivery of seventy-five (75) needed new units of housing in Orange County, sixty (60) of which will be affordable Habitat homes sold to first-time homebuyers earning from thirty percent (30%) to up to eighty percent (80%) of AMI; and WHEREAS, the Orange County Board of Commissioners on January 16, 2024, approved the award to Habitat for Humanity of Orange County of Eight Hundred Thousand Dollars ($800,000.00) in FY 2023-24 Capital Investment Plan funding (hereinafter, “Project funds”) to support the development of site infrastructure, WHEREAS, Habitat for Humanity of Orange County intends to use the Project funds to assist with developing site infrastructure and improvements on the Property at Auman Village at Meadowlands, located at 1317 US 70A in Hillsborough, North Carolina, a development with a planned seventy-five (75) new units of housing in Orange County, sixty (60) of which will be affordable Habitat homes sold to first-time homebuyers earning between thirty percent (30%) and eighty percent (80%) of AMI. The Habitat homes will be 2, 3, and 4-bedroom townhomes featuring six different unit types to create an aesthetically pleasing and high-quality Project design. The remaining 15 units (20%) in Auman Village will be market-rate homes. The Project is located on property more particularly described in Exhibit A, Legal Description (hereinafter, the “Property”), attached hereto and made a part of this Agreement. All Exhibits Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF attached to this Agreement are hereby made a part of this Agreement and are incorporated into this Agreement, as it now reads or as it may be modified by the parties; and WHEREAS, notwithstanding any provision of this Agreement, the County and Habitat for Humanity of Orange County hereby 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 applicable environmental review. The parties further agree that the provision of such funds to the project is conditioned on the 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 BOND FUNDS A. Habitat for Humanity of Orange County shall perform the Project tasks related to its allocation of Capital Investment Plan Affordable Housing Program funds as provided in Exhibit B, Scope of Services, and within the proposed budget outlined in Exhibit C. B. Habitat for Humanity of Orange County may not request disbursement of Project 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 County staff. C. Said Project funds shall be disbursed by the County to Habitat for Humanity of Orange County for performance of the services described in Exhibit B by electronic funds transfer upon request, no more than once per month. D. Habitat for Humanity of Orange County may request reimbursement for eligible and approved project expenses incurred as of January 16, 2024, the date the award was approved. E. Capital Investment Plan Affordable Housing Program funds will be a fixed subsidy provided in the form of a grant. II. AMOUNT OF BOND FUNDS/LOAN TERMS A. The County shall make available to Habitat for Humanity of Orange County up to Eight Hundred Thousand Dollars ($800,000.00) pursuant to this Agreement. B. Said funds to be disbursed by the County to Habitat for Humanity of Orange County for the performance of the services described in Exhibit B. III. LIEN POSITION Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF N/A IV. TIMELINESS Habitat for Humanity of Orange County shall complete the Project by June 30, 3031. However, in the event of any alterations or additions or circumstances beyond the control of Habitat for Humanity of Orange County, which in the opinion of the Director of the County’s Department of Housing and Community Development Department will require additional time for completion of the Project, 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 extension 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, the term of which is ninety-nine (99) years from proper recording of the Orange County Declaration of Restrictive Covenants in the Orange County Registry. VI. AFFORDABILITY REQUIREMENTS A. Habitat for Humanity of Orange County agrees that, upon completion of vertical construction of the affordable housing units on the Property (hereinafter, “the Project dwelling units”), sixty (60) of the Project dwelling units located on the Property shall be sold to households whose income is between thirty percent (30%) and eighty percent (80%) of the HUD area median income by family size, throughout the 99 year Period of Affordability. The 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. Sixty (60) of the Project dwelling units must remain affordable throughout the Affordability Period. Habitat for Humanity of Orange County retains full responsibility for compliance with affordability of sixty (60) of the Project dwelling units on the Property by having recorded a "Declaration of Restrictive Covenants," the form of which is attached hereto as Exhibit D (hereinafter, “the Declaration”) on the Property. This Declaration shall constitute and remain a lien on the Property during the Period of Affordability. The Period of Affordability starts from the date of recording of the Declaration and continues for a period of ninety-nine years thereafter. C. Habitat for Humanity of Orange County agrees to the affordability requirements as provided herein and the Resale Provisions provided in Exhibit D, Declaration of Restrictive Covenants, Section 4A. D. It is further the responsibility of Habitat for Humanity of Orange County to rerecord the Declaration of Restrictive Covenants periodically and no less often than one day less than every thirty (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 Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF in the Property or portion thereof. Orange County retains the right to periodically and every thirty (30) years after the first recording of the Declarations of Restrictive Covenants 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 of this Agreement that the ninety-nine (99)-year duration of this Declaration of Restrictive Covenants be accomplished and that any future owner(s) of the Property, Habitat for Humanity of Orange County, and Orange County will do what is necessary to ensure 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. Habitat for Humanity of Orange County and the County agree to do what each must do to accomplish the duration of the Declarations of Restrictive Covenants. VII. OWNER PERFORMANCE UNDER THIS AGREEMENT A. Owner agrees to use the Project funds for demolition, predevelopment, and infrastructure and site improvement costs on the Property described in Exhibit A to facilitate the future construction and development of sixty (60) affordable housing units (Project dwelling units) for sale to households earning between thirty percent (30%) and eighty percent (80%) of the HUD area median income by family size, as determined by the U.S. Department of Housing and Urban Development and amended from time to time. Notwithstanding any other provision of this Agreement, in the event Owner is unable to complete its obligations under this Agreement, Owner may be required to repay a proportional amount, as determined by the County in its sole discretion, of Project funds expended by the County pursuant to this Agreement. B. Owner agrees and authorizes the County to conduct on-site reviews, examine client and contractor records, client applications and to conduct any other procedures or practices to assure compliance with these provisions. C. Owner agrees to not violate any State or Federal laws, rules or regulations regarding a direct or indirect illegal interest on the part of any employee or elected official of the Owner in the Project or payments made pursuant to this Agreement. D. Owner agrees that to the best of its knowledge, neither the Project nor the funds provided therefore, and the personnel employed in the administration of the program shall be in any way or to any extent engaged in the conduct of political activities in contravention of Chapter 15 of Title 5, United States Code, referred to as the Hatch Act, as applicable. E. Owner shall comply with applicable audit requirements contained in 2 CFR, Subpart F which requires Owner to have an annual audit conducted within nine (9) months of the end of their fiscal year, if Owner has an aggregate expenditure of more than $750,000 Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF in federal funds in a fiscal year. Owner shall submit to the County copy of said audit report. Owner shall permit the authorized representatives of the County, HUD and the Comptroller General of the United States to inspect and audit all data and reports of Owner relating to its performance under the Agreement. Any deficiencies noted in audit reports must be fully cleared by Owner within thirty (30) days after receipt of same. F. If Owner 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. G. County shall provide, upon request, copies of all laws, regulations and orders cited in this Agreement. H. 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 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. I. Owner and County shall at all times observe and comply with all applicable Federal, State, and local laws, ordinances, codes, and regulations. Owner hereby assures and certifies that it will comply with the regulations, policies, guidelines and requirements with respect to the acceptance and use of Project funds in accordance with the policies of the County. Also, Owner certifies with respect to the Project that the Project will be conducted and administered in compliance with: 1. Title VI of the Civil Rights Act of 1964 (Pub. L. 88-352, 42 U.S.C. Sec 2000d et seq.) and implementing regulations issued at 24 C.F.R Part I; 2. Title VIII of the Civil Rights Act of 1968 (Pub. L. 90-284, 42 U.S.C. Sec 2000d et seq.), as amended; and that the Owner will administer all programs and activities related to housing and community development in a manner to affirmatively further fair housing; 3. Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and implementing regulations when published in effect; 4. The Age Discrimination Act of 1975 (Pub. L. 94135), as amended; 5. The Fair Housing Act (42 U.S.C. 3601-20); 6. Title II of the American Disabilities Act; Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF 7. Executive Order 11246-Equal Opportunity, as amended by Executive Orders 11375 and 12086, and implementing regulations issued at 41 C.F.R Chapter 60. VIII. ADMINISTRATION AND REPORTING REQUIREMENTS A. Owner shall submit to the County a quarterly Progress Report no later than the fifth day of the months of January, April, July, and October until the activity has been reported completed. IX. MISCELLANEOUS PROVISIONS A. 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 on the Property. It is the County's intention that the full public benefit of the Project shall be completed under the auspices of the Owner as follows: 1. In the event that the Owner is unable to proceed with any aspect of the Project in a timely manner, and County and the Owner determine that reasonable extension(s) for completion will not remedy the situation, then the Owner will retain responsibility for requirements for the Property and County will make no further payments to the Owner. 2. In the event that the Owner, prior to the contract completion date, is unable to continue to perform under this Agreement 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, the County may, in its sole discretion, terminate this Agreement. Conveyance shall be at the sole discretion of County and may be made on a Project dwelling unit by Project dwelling unit basis as set forth below: i. Conveyance shall occur within thirty (30) days of County and the Owner's agreement of the Owner’s inability to continue as a viable organization. ii. Owner 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). B. 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. Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF C. Books and Records. The Owner shall maintain records of all activities and expenditures funded under this Agreement for a period of not less than the completion of the affordability periods for all Project dwelling units. 1. The Owner shall ensure the County access to records and financial statements, as necessary, to provide effective monitoring and evaluation of project performance. Additionally, the Owner shall submit a copy of its annual audit to the County. 2. Upon reasonable advance notice, County or its authorized representatives may from time to time inspect, audit, and make copies of any of Owner records that relate to this contract. If any audit by County discloses that payments to Owner were in excess of the amount to which Owner was entitled under this contract, Owner shall promptly pay to County the amount of such excess. If the excess is greater than one percent (1%) of the contract amount, Owner shall also reimburse County its reasonable costs incurred in performing the audit. 3. Owner shall maintain files of all homebuyers residing in assisted units. Documentation shall verify eligibility for locally assisted housing at the point of initial purchase. Information maintained shall include: homebuyer income level; name of family members; ethnic data; family type – e.g. female head of household; disability status; and monthly rent or mortgage payment(s). 4. Owner shall maintain records verifying the affordability of the Project dwelling units. D. Notices. Any Notice shall be in writing and shall be given by depositing the same in the United States mail, post-paid and registered or certified, and addressed to the party to be notified, with return-receipt requested, or by delivering the same in person to an officer or principal of such party. Notice deposited in the mail in the manner here in above described shall be effective upon mailing. For purposes of Notice, the addresses of the parties shall, unless changed as hereinafter provided, be as follows: a. To the County: Orange County c/o Housing and Community Development Department P.O. Box 8181 Hillsborough, NC 27278 ATTN: Director b. To the Owner: Habitat for Humanity, Orange County, N.C., Inc. 88 Vilcom Center Drive, Suite L110 Chapel Hill, NC 27514 ATTN: President Either the County or the Owner may change the person or address to which any future Notice shall be given as herein provided. Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF E. No Assignment. No transfer or assignment of the interest of the Owner in this Agreement shall occur without the prior written consent of the County; neither may the County assign this Agreement without the prior written consent of Owner. F. Conflict of Interest. The Owner shall be aware of and observe the requirements of the Orange County Affordable Housing Bond Program which provides that no member of the Orange County Board of Commissioners shall be admitted to any share or part of this Agreement or to any benefit to arise from the same. The Owner shall also be aware of and observe the requirements which states that no member, officer, or employee of Orange County or its designees or agents, no member of the governing body of the locality who exercised any functions or responsibilities with respect to the program during his/her tenure or for one year thereafter, shall have any private interest, direct or indirect, in this contract or any subcontract, or the proceeds thereof, for work to be performed in connection with the program assisted under the agreement. G. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. H. Indemnification. To the extent permitted by law, the Owner shall indemnify and hold County, its officers, agents, and employees, harmless from and against any and all claims, actions, liabilities, costs, including attorney fees and other costs of defense, arising out of or in any way related to any act or failure to act by the Owner, its employees, agents, officers, and contractors in connection with this contract. In the event any such action or claim is brought against County, the Owner shall, upon County's tender, defend the same at the Owner’s sole cost and expense, promptly satisfy any judgment adverse to County or to County and the Owner jointly, and reimburse County for any loss, cost, damage, or expense, including attorney fees suffered or incurred by County. I. Subcontracting. The Owner shall not subcontract work under this Agreement, in whole or in part, without the County's prior written approval. The Owner shall require any approved subcontractor to agree, as to the portion subcontracted, to comply with all applicable federal, state, and local laws, rules, ordinances, and regulations at all times and in the performance of the work and to comply with all applicable obligations of the Owner specified in this contract. Notwithstanding County's approval of a subcontractor, the Owner shall remain obligated for full performance of this contract and County shall incur no obligation to any subcontractor. The Owner shall indemnify, defend, and hold County harmless from all claims of its contractors. J. No Joint Venture or Agency. The County and the Owner each agree and acknowledge that nothing contained herein or otherwise, including, without limitation, any act of the County or the Owner under this Agreement, shall be deemed or construed to create any relationship of joint venture, partnership or agency between the parties. Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF K. Effect of Waiver or Forbearance. No failure by the County to insist upon the strict performance of any term or condition of this Agreement, or to exercise any right or remedy upon the breach by the Owner of any of its obligations, agreements, or covenants hereunder, shall be a waiver of such affected term or condition or of such breach; nor shall any forbearance by the County to seek a remedy for any breach by the Owner be a waiver by the County of its rights and remedies with respect to that or any other breach. L. 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. M. 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 the Owner 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 the Owner cannot agree, they shall apply to a court of competent jurisdiction to substitute such provision as the court deems reasonable and judicially valid, legal and enforceable. Such provision determined by the court shall automatically be deemed part of this Agreement ab initio. N. Equal Opportunity. The Owner shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, political affiliation or belief, age, handicap, or familial status in the implementation of the Project. The Owner shall include this clause in any approved subcontracts. O. Headings. Headings are for convenience only and shall not be used to interpret or construe the provisions of this Agreement. P. 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. Q. 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. Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF R. Compliance with Laws. To the extent applicable, each party hereto agrees to comply with all laws, ordinances and regulations affecting the Project and the Property from and after the date hereof. Without limiting the generality of the foregoing, the Owner shall comply with all federal, state and local laws, regulations and ordinances applicable to the expenditure of funds provided by the County, to develop the Property. S. Publicity; Signage. The Owner agrees to provide such publicity with respect to the County's participation in the development of the Property as the County shall reasonably require. Any signage at the Property shall acknowledge the County's role and contribution. T. 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 one and the same instrument. U. No Third Party Rights. The parties hereto covenant and agree that nothing contained in this Agreement or any act by the County or the Owner shall be deemed or construed by the parties or any third party to create any relationship of third party beneficiary, including third party principal or agent, or to create any right, claim or cause of action against the County, the Owner or any of their respective officers, agents or employees by any third party. V. 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. W. 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 recorded Declaration of Restrictive Covenants. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF 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, ORANGE COUNTY, N.C., INC. By: _________________________________ Grace Johnston OBO Jennifer Player, President & CEO ORANGE COUNTY, NORTH CAROLINA By: ___________________________________ Travis Myren, County Manager This document has been preaudited in accordance with the N.C. Local Government and Fiscal Control Act. ____________________________ Gary Donaldson, Finance Director Approved as to form and legality ____________________________ Margaret McConnell, Staff Attorney Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF 2/15/2026 2/16/2026 2/16/2026 2/19/2026 Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF EXHIBIT B Scope of Services Services to be provided are in accordance with Habitat for Humanity of Orange County Corporation 2023-24 Capital Investment Plan Funding Application and attachments. Funds will be used to assist with site infrastructure and development for Auman Village at Meadowlands, 1317 US 70A, Hillsborough, North Carolina, which will include seventy-five (75) new units of housing in Orange County, sixty (60) of which will be affordable housing units for sale to households earning between thirty percent (30%) and eighty percent (80%) of the HUD area median income. All improvements and/or construction will be completed in compliance with applicable state and local building codes, regulations, and ordinances. Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF Exhibit C PROJECT BUDGET Proposed Uses of Funds Demolition, Predevelopment, Infrastructure and $800,000.00 Site Development Total $800,000.00 Sources of Funds Orange County Capital Investment Plan $ 800,000.00 Total Sources of Funds $ 800,000.00 Habitat for Humanity of Orange County, Inc., 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 (“OCHCD"). 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. Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF EXHIBIT D Prepared by and after recording return to: Margaret McConnell, Orange County Attorney’s Office, P.O. Box 8181, Hillsborough, NC 27278 DECLARATION OF RESTRICTIVE COVENANTS THIS DECLARATION OF RESTRICTIVE COVENANTS (“Declaration”), dated ________, 2025, by Habitat for Humanity, Orange County, N.C., Inc., a North Carolina Non Profit Corporation, for itself and its successors and assigns (“Owner” or “Habitat for Humanity of Orange County”), is given as a condition precedent to the award of Orange County Capital Investment Plan funds. RECITALS: WHEREAS, Orange County has designated up to Eight Hundred Thousand Dollars ($800,000) in FY 2023-24 Capital Investment Plan Affordable Housing Program funds to assist with site infrastructure improvements contributing to the development of seventy-five (75) new homes in Orange County, of which sixty (60) will be affordable homes developed and sold by Habitat for Humanity of Orange County, to homebuyers earning between thirty percent (30%) to eighty percent (80%) of Area Median Income (AMI); and WHEREAS, the Owner intends to develop the Project, Auman Village at Meadowlands, located in Hillsborough, North Carolina (hereinafter referred to as “the Project”) as a homeownership community for low-income families earning between thirty percent (30%) and eighty percent (80%) of the Area Median Income. The Project dwelling units will be located on the property more particularly described in Exhibit A attached hereto and made a part of this Agreement (hereinafter referred to as “the Property”); and WHEREAS, the Owner agrees to utilize FY 2023-24 Capital Investment Plan Affordable Housing Program funds provided by Orange County solely for the purpose of developing the Property as described in its FY 2023-24 Capital Investment Plan Program Funding Application Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF dated September 27, 2023, which is hereby incorporated herein and made part of this Agreement; and WHEREAS, notwithstanding any provision of this Agreement, the County and the Owner hereto agree and acknowledge that this Agreement does not constitute a final commitment of funds or site approval, and that the provision of such funds to the Project is conditioned upon Orange County’s determination to proceed with, modify, or cancel the project based on the results of any required environmental or permitting review. WHEREAS, Orange County requires and Owner agrees as a condition precedent to the awarding of Orange County Capital Investment Plan Affordable Housing 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 enforcing the County’s long-term affordability requirements of the Orange County Affordable Housing Bond and Capital Investment Partnership Program Policy. 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 will be used throughout the ninety-nine (99) years after Project Completion (defined as the Property developed and conveyed to income-qualified homebuyers earning between thirty percent (30%) and eighty percent (80%) of HUD area median income). B. In the event Owner sells, transfers or exchanges the Property or any portion thereof, the following shall pertain: 1. During the Affordability Period and subject to the requirements of the DEVELOPMENT AGREEMENT between Owner and County dated February 12 2026, which is hereby incorporated by reference and made a part of this Declaration, and the Capital Investment Plan Affordable Housing Program and this Declaration, Owner may sell, transfer, or exchange the Property to a qualified low-income buyer; 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. Owner agrees that County may void any sale, transfer, or exchange of the Property or any Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF 17 portion of this Project 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. A copy of the DEVELOPMENT AGREEMENT is on file with the Office of the Clerk to the Orange County Board of County Commissioners. Upon expiration of the Affordability Period and prior to expiration of the ninety-nine (99) years from Project Completion, Owner may sell, transfer, or exchange the Project to a Qualified Buyer as defined in the County’s Long-Term Affordability Policy or 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 Project or any interest therein, that such acquisition is subject to the requirements of this Declaration and to the requirements of the County’s Long-Term Affordability Policy. 2. Any assignment, sale, transfer, conveyance or other disposition of the Project or any part of the Project other than as described in subparagraph 1 above, whether voluntary or involuntary or by operation of law shall be subject to the provisions of SECTION 4 of this Declaration. C. Owner will, at the time of execution, delivery and recording of this Declaration, have good and marketable title to the Properties, free and clear of any lien or encumbrance (except encumbrances created pursuant to this Declaration or other permitted encumbrances). D. 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 Project immediately upon recordation in the Officer of the Register of Deeds of Orange County. Owner shall comply with all restrictive covenants herein. This declaration shall terminate ninety-nine (99) years following Project Completion, unless earlier terminated by written agreement of Orange County in accordance with its Long-Term Affordability Policy. No sale or transfer to a non-qualified buyer shall by itself terminate or extinguish these covenants; termination shall occur only upon the County’s express written release. Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF 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 Orange County. B. Owner intends, declares and covenants, on behalf of itself and all future Owners of the Property 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 ensure 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 Properties 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 Properties, Owner, and Orange County will do what is necessary to ensure that the same is not extinguished by N.C. Gen. Stat. § 41-29 or any comparable law purporting to extinguish, by the passage of time, preemptive rights in the Property and by the Real Property Marketable Title Act or any comparable law purporting to extinguish, by the passage of time, non-possessory interests in real property. Any future owner, Owner and Orange County agree to do what each must do to accomplish the ninety-nine (99) year duration of this Declaration of Restrictive Covenants. SECTION 4 ENFORCEMENT OF AFFORDABLE HOUSING REQUIREMENT A. The following provisions apply throughout the duration of the Affordability Period, and continue to apply upon expiration of the Affordability Period and prior to expiration of ninety-nine (99) years from the date of Project Completion: Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF 1. Rights of Refusal a. Grant and Effect. Orange County is hereby granted a right of first refusal to purchase the Property or Project dwelling units as described in this Section. Any assignment, sale, transfer, conveyance, or other disposition of the Project or any part thereof, whether voluntarily, involuntarily, or by operation of law (“Transfer”) shall not be effective unless and until the below-described procedure is followed. b. Right of First Refusal. If Owner contemplates a Transfer to any entity other than an agency with similar mission in affordable housing serving households with incomes not exceeding eighty percent (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, and which non-profit fund, foundation, or corporation of like purposes has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, the Owner shall provide Orange County, at the address set forth in the Notice section of this Declaration, written notice (“Notice of Intent to Sell”) not less than ninety (90) days prior to the contemplated closing date of the Transfer. The Notice shall be accompanied by a copy of a completed, fully executed bona fide offer to purchase the Project or Project dwelling units on the then-current North Carolina Bar Association “Offer to Purchase and Contract” form. If Orange County elects to exercise its right of refusal, it shall notify the Owner of its election to purchase within thirty (30) days of receipt of the Notice and shall purchase the Project or portion thereof within ninety (90) days thereafter, unless extended by mutual agreement. 1. 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 Project or Project dwelling units, Owner may transfer the property in accordance with the provisions of this Section. 2. Assignability. Orange County may assign its right of first refusal without Owner’s consent. 2. Resale and Recapture Provisions a. If the Owner is unable to continue ownership or occupancy under the affordability requirements, then Owner must sell, transfer, or otherwise dispose of their interest in the Property or any Project dwelling units only to a qualified homebuyer, i.e., a low-income household, one whose combined income does not exceed eighty percent (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. Subsequent resales during the term of this Declaration may be made to households earning up to one hundred fifteen percent (115%) of the area median income, consistent with the County’s Long- Term Housing Affordability Policy. Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF b. However, if the Project is sold during the term of affordability, the Right of First Refusal provisions of the County’s New and Existing First-Time Homebuyer Program portion of the County’s Long-Term Housing Affordability Policy shall apply. Upon sale to a third party, the Net Sales Proceeds (defined as sales price less: (1) reasonable and customary selling costs; (2) the unpaid principal amount of the first mortgage; and (3) the unpaid principal amount of the initial County contribution and any other government contribution secured by a deferred payment promissory note and deed of trust or “equity” shall be divided equally between the Seller of Project or Its Units and the County, each receiving fifty percent (50%) of the equity. c. In the event that Net Sales Proceeds are insufficient to repay the County’s investment, including principal plus any accrued interest, the amount to be recaptured shall consist of all remaining proceeds after payment of all senior, non- County debt and verified closing costs. In no event shall the Seller be required to contribute funds beyond the available Net Sales Proceeds to satisfy this obligation. d. The resale and recapture provisions of this Section shall remain in full force and effect for the entire term of this Declaration, through and including the ninety-nine (99)-year affordability period. D. Owner covenants that it will not knowingly take or permit any action or omission that would result in a violation of the affordability requirements of Orange County, as set forth in this Declaration and in the County’s Long-Term Affordability Policy. Orange County, together with Owner, may, by mutual agreement, execute and record amendments or modifications to this Declaration, provided that any such amendment or modification is consistent with applicable law and the County’s affordable housing policies. Any duly executed and recorded amendment shall be binding upon all parties having rights or interests in the Project under this Declaration. E. Owner acknowledges that the primary purpose of this Declaration is to ensure compliance with the affordability requirements of Orange County. In consideration for receiving Orange County Capital Investment Plan Affordable Housing Bond funds for the Project, Owner hereby agrees and consents that Orange shall be entitled, for any breach of this Declaration, and in addition to all other remedies provided by law or in equity, to enforce Owner’s obligations hereunder by specific enforcement in the General Court of Justice, Orange County, North Carolina. Owner hereby further specifically acknowledges that the County and other intended beneficiaries of this Declaration cannot be adequately compensated by monetary damages in the event of any default. F. This Declaration may be enforced by Orange County or its designee in the event Owner fails to comply with any of the requirements of this Declaration. The County may pursue any and all proceedings at law or in equity against any persons or entity violating or attempting to violate any provision of this Declaration affecting the Project. If legal costs are incurred by Orange County in any such proceeding, including attorneys fees and court costs, including costs of appeal, such costs shall be the responsibility of the Owner and may be recovered by the County to the extent permitted by law. Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF SECTION 5 MISCELLANEOUS A. Severability. If any provision of this Declaration is held to be invalid or unenforceable by a court of competent jurisdiction, such determination shall not effect the validity or enforceability of the remaining provisions of this Declaration, all of which shall remain in full force and effect as if the invalid portion had not been included B. Notices. Any notice, demand, or other communication (“Notice”) required or permitted under this Declaration shall be in writing and shall be given by depositing the same in the United States mail, postage prepaid, addressed to the party to be notified, and sent by certified or registered mail with return receipt requested, or delivered in person in person to an officer or principal of party to be notified. Notice deposited in the mail in the manner described above shall be effective upon mailing. Notice delivered in person shall be effective upon delivery. For purposes of Notice, the addresses of the parties shall, unless changed as by written notice given in accordance with this section, 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, Orange County, N.C., Inc. 88 Vilcom Center Drive, Suite L110 Chapel Hill, NC 27514 ATTN: President C. Governing Law. This Declaration shall be governed by the laws of the State of North Carolina and, where applicable, the laws of the United States of America. IN WITNESS WHEREOF, the Owner has caused this Declaration to be signed by its duly authorized representative, on the day and year first above written. Habitat for Humanity, Orange County, N.C., Inc. _________________________________ Grace Johnston OBO Jennifer Player, President & CEO Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF 2/15/2026 NORTH CAROLINA ORANGE COUNTY I, _________________________, Notary Public in and for the above named County and State, do hereby certify that on this day personally appeared before me who, being by me duly sworn, says that ____________________ is the President & CEO of Habitat for Humanity, Orange County, N.C., Inc., a North Carolina Non-Profit Corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by its Chief Executive Officer. Witness my hand and notarial seal, this the _______day of _______________20__. _________________________________ _______________________, Notary Public My commission expires: ___________________ Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Habitat for Humanity Orange County Inc, Vendor Contact Person: Alice Jacoby Phone: 919-213- 7088 Address: 88 Vilcom Center STE L110 City Chapel Hill State: NC Zip: 27514 Department: Housing Amount: $800,000 Purpose: CIP Budget Code(s): 61370035-89122-14001 Vendor # 15086 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 1/16/2024 End Date 6/30/3031 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 1/16/24); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF 2/16/2026 2/16/2026 2/16/2026 2/16/2026 09/30/2025 Summit Insurance Group Inc. PO Box 2485 Huntersville, NC 28070-2485 License #: 7638156 Michael Colson (704)659-2141 (704)659-2148 michael@sumins.com 00008390-0 93 Habitat For Humanity of Orange County, NC, Inc. 88 Vilcom Center Dr. Ste L110 Chapel Hill, NC 27514 Builders Mutual Insurance Company 10844 A Y CPP 0058155 12 04/01/2025 04/01/2026X X X 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 Builders Mutual Insurance Company 10844 A CAP 0044538 12 04/01/2025 04/01/2026 X 1,000,000 Builders Mutual Insurance Company 10844 A MUB 0001005 08 04/01/2025 04/01/2026XX X 10,000 5,000,000 5,000,000 Builders Premier Insurance Company 10844 13036 B PWC 1011231 12 04/01/2025 04/01/2026 X 1,000,000 1,000,000 1,000,000 WellFleet Insurance Company C MP0000863575 04/01/2025 04/01/2026Volunteer/Accident Limit 250,000 Travelers Cas & Surety Co Of America 19038 D 107048172 04/01/2025 04/01/2028Directors & Officers Limit 2,000,000 Certificate holder includes: Orange County, its officers, agents and employees Additional insured status applies to the certificate holder under General Liability when required by written contract. Orange County 300 West Tryon Street P.O. Box 8181 Hillsborough, NC 27278 (MLC) Printed by MLC on 09/30/2025 at 04:28PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Docusign Envelope ID: 4B02F05F-1410-4DCD-BCEE-8DD7A7B20DAF