DEVELOPMENT AGREEMENT

Transcription

1 STATE OF NORTH CAROLINA COUNTY OF CHATHAM DEVELOPMENT AGREEMENT This Development Agreement (this Agreement ) is made and entered into as of the day of, 2009 (the Effective Date ), by and between the COUNTY OF CHATHAM, NORTH CAROLINA, a body politic and corporate of the State of North Carolina (the County ) and EMPOWERMENT, Inc., a North Carolina nonprofit corporation ( EmPOWERment ). The County and Empowerment are sometimes referred to in this Agreement individually as a Party and collectively as the Parties. RECITALS A. The County is a body politic which is specifically authorized under NCGS 153A-378 to convey property by private sale to any public or private entity that provides affordable housing to persons of low or moderate income. B. EmPOWERment is a nonprofit corporation whose mission, in part, is to develop affordable housing for low and moderate income residents of Chatham County. C. Briar Chapel is a new home community being developed in the County by Newland Communities ( Newland ). D. To further the development of Briar Chapel, Newland has agreed to donate two and one half percent (2.5%) of the lots in each phase of Briar Chapel as each such phase is submitted for plat approval by the County, up to a maximum of sixty (60) lots in Briar Chapel to the County for the development of affordable housing in the community (the Affordable Housing Lots ). E. The County and EmPOWERment entered into a Memorandum of Understanding dated November 3, 2008 (the MOU ) which contemplates that the parties will enter into this Agreement. Pursuant to the terms of the MOU, the County has agreed to transfer three (3) of the Affordable Housing Lots to EmPOWERment, and EmPOWERment has agreed to develop, market, sell, and maintain three (3) of the Affordable Housing Lots (the Project ) as permanently affordable housing units as provided in this Agreement. F. The County and EmPOWERment wish to further describe and confirm their agreements regarding the development of the Affordable Housing Lots. NOW THEREFORE, in consideration of the foregoing recitals, mutual covenants, agreements, and representations set forth in this Agreement, the Parties hereby agree as follows:

2 1. Obligations of the County. a. No later than ten (10) days following the date that Newland conveys at least three (3) Affordable Housing Lots to the County, the County shall convey three (3) Affordable Housing Lots (the Initial EmPOWERment Lots ) to EmPOWERment by limited warranty deed, subject to the terms of this Agreement and the restriction and covenants, if any, in the conveyance from Newland to the County. The Initial EmPOWERment Lots shall be jointly identified by the Parties before conveyance. b. The County shall promptly review all requests for permits or other governmental approvals submitted by EmPOWERment in connection with the Project and approve the same consistent with County requirements (collectively, the Approvals ). The County shall without undue delay review all requests from EmPOWERment for variances, adjustments, modifications, reductions, or waivers in relation to the development of the Initial EmPOWERment Lots and render a decision with respect to the same. c. The County shall cooperate in good faith with EmPOWERment, as reasonably requested by EmPOWERment, so that EmPOWERment may carry out its duties to assure the success of the Project. 2. Obligations of EmPOWERment. a. EmPOWERment shall appoint one or more general contractors to build the homes on the Initial EmPOWERment Lots. EmPOWERment shall oversee and manage the process of developing the homes on the Initial EmPOWERment Lots. b. EmPOWERment shall apply for all required Approvals within thirty (30) days following the delivery of the deed for the Initial EmPOWERment Lots. Subject to the terms of this Agreement, including without limitation, Section 2(c), within sixty (60) days following the receipt of all required Approvals EmPOWERment shall cause the construction of an affordable housing unit (each a Home and collectively, the Homes, which terms shall include the lot or underlying real estate upon which each Home is constructed) on each of the Initial EmPOWERment Lots to commence. EmPOWERment shall cause the completion of the Homes (which shall be evidenced by the issuance of a Certificate of Occupancy by the County) within eight (8) months following the commencement of construction. If a general contractor appointed pursuant to paragraph 2(a) is removed from the Project before completion for failure to perform or for any other reason under the terms of the agreement between EmPOWERment and the general contractor, EmPOWERment shall provide the County written notice of the removal within ten (10) days thereof, and shall have thirty (30) days to appoint a replacement contractor. If, after commencing construction, the general contractor fails to perform substantial work on a Home for a period of ninety (90) days then EmPOWERment upon written notice from the County shall have thirty (30) days from the receipt of the County s notice to appoint a replacement 2

3 contractor. EmPOWERment shall have eight (8) months from the date a replacement general contractor is appointed to complete construction. EmPOWERment shall cause the sale of each Home to an Eligible Purchaser (hereinafter defined) as soon as reasonably possible following the receipt of a Certificate of Occupancy for each Home. EmPOWERment shall employ its best efforts in marketing the Homes until each Home is sold to an Eligible Purchaser. If any of the Homes have not been sold after one (1) year from the date the Certificate of Occupancy was issued, EmPOWERment shall have the option to lease the unsold Home(s) to a person who meets all the requirements of an Eligible Purchaser for a term not exceeding eighteen (18) months. If any of the Homes have not been sold after three (3) years from the date the Certificate of Occupancy was issued, EmPOWERment shall convey the unsold Home(s) to the County at no cost or charge to the County, but subject to all recorded liens existing as of the date the Certificate of Occupancy was issued. c. EmPOWERment shall obtain construction financing to develop the Homes on the Initial EmPOWERment Lots. If EmPOWERment is unable, in good faith, to secure construction financing within sixty (60) days following the receipt of all required Approvals, EmPOWERment shall not be required to commence construction as provided in paragraph 2(b) until such time as EmPOWERment is able to secure construction financing; provided, however, if within twelve (12) months from the date the deed for said Initial EmPOWERment Lot was recorded (such twelve (12) month period being the Commencement Period ) (i) construction financing is not in place and (ii) construction has not commenced on any lot, then EmPOWERment shall reconvey such lot to the County at no cost or charge to the County. However, if the County determines EmPOWERment has used reasonable commercial efforts to seek construction financing and, owing to market conditions, is unable to secure construction financing within the Commencement Period, then the County shall grant an extension of the Commencement Period. d. To the extent it is able to secure dedicated funding, EmPOWERment shall provide up to $5,000 in second mortgage financing to each Eligible Purchaser to be applied to pay closing costs associated with the purchase of each Home. e. EmPOWERment shall use reasonable efforts to obtain additional subordinate financing for the benefit of the Project and Eligible Purchasers. f. For the purposes of this Agreement, the term Eligible Purchaser(s) shall mean purchasers who (i) have either lived or worked in the County for the immediately preceding twelve (12) months, (ii) have not previously owned a home and (iii) have an adjusted family income equal to or less than eighty percent (80%) of the adjusted median family income for the County as determined by the Regulations of the United States Department of Housing and Urban Development ( HUD ). 3. Permanent Affordability. The Parties expressly acknowledge that the objective of the Project is to assure the long-term affordability of the Homes to be constructed on 3

4 the Initial EmPOWERment Lots. This objective will be achieved through the following three (3) mechanisms: a. All Homes developed on the Initial EmPOWERment Lots will be sold to Eligible Purchasers. b. To ensure that each Home is affordable in the future to a purchaser who meets all of the requirements of an Eligible Purchaser (each a Future Eligible Purchaser ), each sale of a Home by EmPOWERment to an Eligible Purchaser shall be subject to the Declaration of Deed Restrictions attached hereto as Appendix 1 and incorporated herein by reference (the Declaration ). The Declaration provides a formula (the Resale Formula ) for establishing the maximum price at which the Eligible Purchaser may sell the Home at anytime in the future (the Resale Price ). The Resale Formula limits the Resale Price that a Future Eligible Purchaser may pay for a Home (i.e., the Resale Price will be the maximum price, less closing cost (e.g. realtor s commission, if applicable, revenue stamps, etc.) that an Eligible Purchaser may receive from a Future Eligible Purchaser for a Home). Each Initial EmPOWERment Lot sold to a Future Eligible Purchaser shall remain subject to the Declaration. c. For the purposes of this Agreement, the term Purchase Price shall mean the price paid by an Eligible Purchaser or Future Eligible Purchaser to purchase a Home. The Purchase Price may be financed by (i) any mortgage financing personally obtained by the Eligible Purchaser or Future Eligible Purchaser and (ii) any subordinate financing obtained by EmPOWERment for the benefit of the Eligible Purchaser or Future Eligible Purchaser. The Purchase Price shall not include closing costs associated with the purchase of a Home. d. The Resale Formula will be as follows: Resale Price = The lesser of (1) Purchase Price plus (2.5% of the Purchase Price multiplied by the number of years the Eligible Purchaser or Future Eligible Purchaser has owned the Home) minus the reasonable cost to repair damage to the Home beyond normal wear and tear for a residence of its age, or (2) the market value of the Home as of the date the Home is placed on the market as determined by an appraisal performed by a licensed NC appraiser. The Declaration also provides that no improvements (except maintenance, repair, and replacements) to a Home may be made without the written approval of EmPOWERment. If any improvements are approved by EmPOWERment, then the appraised value of the improvement(s) as of the date the Home is placed on the market will be added to the Resale Price. e. The Declaration provides that in the event an Eligible Purchaser or Future Eligible Purchaser wishes to sell their Home, they must first offer to sell it to a Future Eligible Purchaser at the Resale Price established by the Resale Formula. In 4

5 addition, they must notify EmPOWERment and the County in writing of their intent to sell before placing the Home on the market so that the County and or EmPOWERment may, if they so elect, assist in identifying a Future Eligible Purchaser to purchase the Home. If no such Future Eligible Purchaser can be found to purchase the Home at the Resale Price within six (6) months from the date the Home is placed on the market, then the Eligible Purchaser or Future Eligible Purchaser must offer in writing to sell the Home at the Resale Price as follows: i. First, to EmPOWERment, which shall have forty-five (45) days from the date it receives written notice of the offer (a copy of which shall also be sent to the County) to provide written notice to the County and the Eligible Purchaser or Future Eligible Purchaser of its intent to purchase the Home; EmPOWERment shall have sixty (60) days from the date it provides written notice of its intent to purchase the Home to close on the purchase of the Home; provided, however, the Resale Price to EmPOWERment shall be reduced by 0.5%; and ii. Second, to the County, which shall have forty-five (45) days from the date it receives written notice (a) that EmPOWERment has failed to close on the purchase within the aforementioned sixty (60) day period, or (b) that EmPOWERment has decided not to purchase the Home, whichever occurs first, to provide written notice to EmPOWERment and the Eligible Purchaser or Future Eligible Purchaser of its intent to purchase the Home; the County shall have sixty (60) days from the date it provides written notice of its intent to purchase the Home to close on the purchase of the Home; provided, however, the Resale Price to the County shall be reduced by 1%. If neither EmPOWERment nor the County elects to purchase the Home within the forgoing time periods, then the Declaration will be terminated and the Eligible Purchaser or Future Eligible Purchaser shall be permitted to sell the Home without any restriction as to price or buyer. To the extent that EmPOWERment provides subordinate financing to any Eligible Purchaser or Future Eligible Purchaser in connection with the purchase of any Home, then the documents evidencing such financing will contain provisions that are substantially similar to those in the Declaration. 4. Further Negotiations. Provided the Initial EmPOWERment Lots have been developed for affordable housing as provided in this Agreement, the County and EmPOWERment shall negotiate in good faith with regard to the conveyance of additional Affordable Housing Lots to EmPOWERment for the development of additional affordable housing units. 5. Mediation. Should any dispute arise regarding any term of this Agreement, the Parties agree to first submit to mediation conducted by a certified North Carolina mediator to resolve the dispute. The Party invoking mediation shall notify the other 5

6 6. Default Remedies. This Agreement may be terminated by a non-defaulting Party upon an Event of Default [hereinafter defined] after written notice thereof and a thirty (30) day grace period in which the defaulting Party may act to cure. An Event of Default shall mean a failure or act of omission by either Party with respect to any undertaking, obligation, covenant, or condition as set forth in this Agreement. If the Event of Default arose because of a dispute regarding a term of this Agreement, the non-defaulting Party must first submit to mediation as provided in Paragraph 5. If mediation is required the non-defaulting Party may not terminate this Agreement unless mediation is unsuccessful in resolving the dispute (an impasse is declared by the mediator) or is not completed within ninety (90) days of the date mediation is invoked. If EmPOWERment causes an Event of Default before construction on the Initial EmPOWERment Lots has commenced the County s sole remedy will be to require EmPOWERment to reconvey the Initial EmPOWERment Lots to the County at no cost or charge to the County. If EmPOWERment causes an Event of Default by failing to commence or complete construction within the time required by paragraphs 2(b) and 2(c), the County s sole remedy shall be to remove EmPOWERment from the Project and appoint a new party to complete the Project. In such event, EmPOWERment, upon written request from the County, shall assign all of its right, title, and interest in the Project, including, without limitation, any construction contracts, to the County. The new party, the County, or both will assume all liabilities of record in Chatham County associated with the Project at the time of EmPOWERment s removal including any construction financing obtained by EmPOWERment pursuant to paragraph 2(c). Before removing EmPOWERment from the Project, the County agrees to consult with EmPOWERment in order to find a resolution to the Event of Default short of removal. 7. Contact Persons. The County and EmPOWERment are committed to establishing affordable housing in Chatham County. Each Party agrees to designate a representative with the authority to answer questions, receive any notices provided for herein, and provide information promptly with respect to the Project (each such individual and any successor thereto, is a Contact Person ). The name, title and contact information for each Party s Contact Person is as follows: 6

7 For the County: Charlie Horne County Manager P. O. Box 1809, Pittsboro, NC Telephone: Facsimile: For EmPOWERment: Delores Bailey Executive Director 109 N Graham Street, Chapel Hill, NC Telephone: Facsimile: dbailey@empowerment-inc.org 8. Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the obligations of both parties have been fulfilled or the Agreement has been terminated as herein provided. 9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes and cancels any and all prior and contemporaneous agreements related to that subject matter, including but not limited to the MOU dated November 3, 2008, whether written or oral. 10. Amendment. This Agreement shall not be amended or supplemented, other than by a written instrument referring specifically to this Agreement and signed by both Parties. 11. Assignment. Neither Party may assign its rights and obligations under this Agreement without the written consent of the other Party, which may be withheld in such Party s absolute discretion. 12. Waiver. The terms, covenants and conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of any Party at any time to require performance of any provision of the Agreement shall in no manner affect the right at a later date to enforce the same or to enforce any future compliance with or performance of any of the provisions of this Agreement. In no event, shall a waiver of any provision of this Agreement granted by either Party under this Paragraph 12 be deemed to be or construed as a further or continuing waiver of any such provision. 13. No Third Party Rights. The Parties agree that nothing contained in this Agreement or any act by the County or EmPOWERment shall be deemed or construed by the Parties or any third party to create any relationship of third party beneficiary, 7

8 including third party principal or agent, or to create any right, claim or cause of action against the County, EmPOWERment, or any of their respective officers, agents or employees by any third party. 14. Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of North Carolina, without regard to the conflicts of laws rules of such State. Any action involving this Agreement shall be venued in the Superior Court of Chatham County, North Carolina. [Remainder of this Page Intentionally Left Blank] 8

9 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the Effective Date. COUNTY OF CHATHAM, NORTH CAROLINA By: Charlie Horne, County Manager EMPOWERMENT, INC. By: Name: Title: By: Name: Title: 9

10 APPENDIX 1 NORTH CAROLINA CHATHAM COUNTY DECLARATION OF DEED RESTRICTIONS THIS DECLARATION OF DEED RESTRICTIONS (this Declaration ), made and entered into as of by and between (the Owner ) and EmPOWERment Inc., a North Carolina nonprofit corporation ( EmPOWERment ) and Chatham County, North Carolina (the County). WITNESSETH In consideration of the mutual covenants and understandings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Owner and EmPOWERment agree as follows: 1. Definitions. The following terms shall have the respective meanings set forth below: Eligible Purchaser(s) means a purchaser who (i) has either lived or worked in the County for the immediately preceding twelve (12) months, (ii) has not previously owned a home and (iii) had an adjusted family income equal to or less than eighty percent (80%) of the adjusted median family income for the County as determined by the Regulations of the United States Department of Housing and Urban Development ( HUD ). Property means that parcel of real property, and all improvements located thereon, located in the County, all as more particularly described on Exhibit A, a copy of which is attached hereto and incorporated herein. Resale Formula means the following: Resale Price = The lesser of (1) Purchase Price plus (2.5% of the Purchase Price multiplied by the number of years the Owner has owned the Property) minus the reasonable cost to repair damage to the Property beyond normal wear and tear for a residence of its age, or (2) the market value of the Property, as of the date the Property is placed on the market, as such market value is determined by an appraisal performed by a licensed NC appraiser. 10

11 Resale Price means the maximum price, established by the Resale Formula, at which the Owner may sell the Property at any time in the future to an Eligible Purchaser. 2. Residential Property. The Owner hereby represents, covenants, warrants and agrees that the Owner shall use and maintain the Property as Owner s primary residence. The Owner further represents, covenants, warrants and agrees that the Owner shall not lease or derive rental income from the Property or any portion of the Property, and that the Owner shall not use the Property to run, manage, or house a business, except for home occupations permitted by law. 3. Resale Restrictions. The Owner hereby represents, covenants, warrants and agrees that in the event Owner wishes to sell the Property, Owner shall first offer to sell the Property to an Eligible Purchaser at the Resale Price as established by the Resale Formula. Except as specifically permitted by this Declaration, Owner shall not sell, convey, donate or in any other way transfer the Property, or any interest therein, to any person that is not an Eligible Purchaser. 4. Notice to Sell. In the event Owner wishes to sell the Property, Owner must notify EmPOWERment and the County in writing of Owner s intent to sell at least sixty (60) days before placing the Property on the market (the Owner s Intent to Sell Notice ). 5. Right of First Refusal. If no Eligible Purchaser can be found to purchase the Property at the Resale Price within eight (8) months of the date that EmPOWERment and the County receive the Owner s Intent to Sell Notice (such eight (8) month period being the Owner s Sales Period ), then the Owner must offer in writing to sell the Property as follows: i. First, to EmPOWERment, which shall have forty-five (45) days from the last date of Owner s Sales Period to provide written notice to the County and the Owner of its intent to purchase the Property (the EmPOWERment Election Notice ). If EmPOWERment elects to purchase the Property, it shall have sixty (60) days from the date of the EmPOWERment Election Notice to close on the purchase of the Property. In the event the Property is sold to EmPOWERment under this Section 4(i), the sales price shall be equal to the Resale Price reduced by 0.5%. ii. Second, to the County, which shall have forty-five (45) days from the date it receives written notice (a) that EmPOWERment has failed to close on the purchase within the aforementioned sixty (60) day period, or (b) that EmPOWERment has decided not to purchase the Property, whichever occurs first, to provide written notice to EmPOWERment and the Owner of its intent to purchase the Property (the County Election Notice ). If the County elects to purchase the Property, it shall have sixty (60) days from the date of the County Election Notice to close on the purchase of the 11

12 Property. In the event the Property is sold to the County under this Section 4(ii), the sales price shall be equal to the Resale Price reduced by 1%. If neither EmPOWERment nor the County elects to purchase the Property within the forgoing time periods, then this Declaration shall be immediately terminated and the Owner shall be permitted to sell the Property without any restriction as to price or buyer. 6. Improvements. No improvements (except routine maintenance, repair, and replacements) to the Property may be made without the written approval of EmPOWERment, in addition to any other approvals that Owner may need to obtain. If any improvements are approved by EmPOWERment, then the appraised value of the improvement(s) as of the date the Property is placed on the market will be added to the Resale Price. If Owner makes improvements without the consent of EmPOWERment, then the appraised value of the improvement(s) will not be added to the Resale Price. 7. Covenants to Run With the Land. The covenants, reservations, and restrictions set forth herein shall be deemed covenants running with the land and, except as provided in the last sentence of Section 5 hereof, shall pass to and be binding upon the Owner s heirs, assigns, and successors in title to the Property. Each and every contract, deed or other instrument hereafter executed covering or conveying the Property or any portion thereof shall conclusively be held to have been executed, delivered, and accepted subject to the covenants, reservations, and restrictions set forth herein whether or not said covenants, reservations, and restrictions are set forth in such contract, deed, or other instrument. 8. Term. This Declaration shall remain in full force and effect in perpetuity unless the conditions in the last sentence of Section 5 are met. In addition, this Declaration shall remain in full force and effect notwithstanding foreclosure or transfer of title by deed in lieu of foreclosure, or any similar event. 9. Encumbrances. The Owner hereby represents, covenants, warrants, and agrees that the Owner shall neither suffer nor permit any lien or encumbrance to be placed on the Property, including, without limitation, a home equity or other mortgage, without the prior written approval of EmPOWERment. Any mortgage, deed of trust, or other encumbrance placed on the Property shall contain a provision that requires a copy of any notice of foreclosure proceeding against the Property be sent to EmPOWERment and the County prior to action being taken against the Property. 10. Ownership of Property by Person not an Eligible Purchaser. If, as a result of the death of an Owner, or otherwise, title to the Property becomes vested in a person or persons who is not an Eligible Purchaser, such person or persons shall, within sixty (60) days of the date of title vesting, offer the Property for sale to an 12

13 Eligible Purchaser at the Resale Price as established by the Resale Formula, and shall notify EmPOWERment and the County on or before the date the Property is placed on the market. If no Eligible Purchaser can be found to purchase the Property at the Resale Price within eight (8) months from the date it is placed on the market then the provisions of Section 5 shall apply. 11. Remedies; Enforceability. If a violation of any of the provisions hereof occurs or is threatened, EmPOWERment and its successors and assigns may institute and prosecute any proceeding at law or in equity to abate, prevent, or enjoin any such violation or threatened violation, to compel specific performance hereunder, or to recover monetary damages caused by such violation or threatened violation. The provisions hereof are imposed upon and made applicable to the Property and shall run with the land and shall be enforceable against the Owner or any other person or entity that has or shall have an ownership interest in the Property at the time of such violation or threatened violation. No delay in enforcing any provision hereof as to any breach or violation shall impair, damage, or waive the right of any party entitled to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation hereof at any later time or times. 12. Construction. Unless the context clearly requires otherwise, as used in this Declaration, words of the masculine, feminine or neuter gender shall be construed to include any other gender when appropriate, and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Declaration and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. The titles and headings of the sections of this Declaration have been inserted for convenience of reference only, and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof, or be considered or given any effect in construing this Declaration or any provisions hereof or in ascertaining intent, if any questions of intent shall arise. 13. Governing Law. This Declaration shall be governed by, construed and enforced in accordance with the laws of the State of North Carolina, without regard to the conflicts of laws rules of such State. Any action involving this Declaration shall be venued in the Superior Court of Chatham County, North Carolina. 14. Amendments. This Declaration shall not be amended, revised, or terminated except by a written instrument, executed by the parties hereto or their successors in title, and duly recorded in the office of the Register of Deeds for the County. 15. Notice. Any notice required to be given hereunder shall be given by certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto: 13

14 EMPOWERMENT: Executive Director 109 N Graham Street Chapel Hill, NC Telephone: Facsimile: OWNER: COUNTY: Chatham Manager Chatham County Post Office Box 1809 Pittsboro, NC Telephone: Facsimile: IN WITNESS WHEREOF, each of the Parties has caused this Declaration to be duly executed as of the Effective Date. COUNTY OF CHATHAM, NORTH CAROLINA By: Name: Title: OWNER By: Name: EMPOWERMENT, INC. By: Name: Title: By: Name: Title: 14

15 NORTH CAROLINA COUNTY OF I, a Notary Public of the County and State aforesaid, do hereby certify that Charlie Horne personally appeared before me this day and acknowledged that he is the County Manager of Chatham County, North Carolina and he as County Manager, being authorized to do so, executed the foregoing on behalf of the said County. Witness my hand and official seal this day of, Notary Public in and for the State of North Carolina Printed Name (Affix Notary Seal) My Commission Expires: NORTH CAROLINA COUNTY OF I, a Notary Public for the County and State aforesaid, do hereby certify that personally appeared before me this day and acknowledged the due execution of the foregoing instrument. Witness my hand and official seal this day of, Notary Public in and for the State of North Carolina Printed Name (Affix Notary Seal) My Commission Expires: 15

16 NORTH CAROLINA COUNTY OF I, a Notary Public of the County and State aforesaid, do hereby certify that personally appeared before me this day and acknowledged that he/she is of EmPOWERment, Inc., a corporation, and he/she as, being authorized to do so, executed the foregoing on behalf of the corporation. Witness my hand and official seal this day of, Notary Public in and for the State of North Carolina Printed Name (Affix Notary Seal) My Commission Expires: 16

17 Exhibit A [The Property] ROCKYMOUNT/ /460870v4 17