Loading...
HomeMy WebLinkAboutAgenda - 12-13-2022; 8-c - Proposed Eighteen-Month Extension of the State of North Carolina’s “Building Reuse Grant” Incentive for Industrial Connections & Solutions-ABB Inc. 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: December 13, 2022 Action Agenda Item No. 8-c SUBJECT: Proposed Eighteen-Month Extension of the State of North Carolina's "Building Reuse Grant" Incentive for Industrial Connections & Solutions/ABB Inc. DEPARTMENT: Economic Development Department, Attorney's Office ATTACHMENT(S): INFORMATION CONTACT: 1. June 16, 2020 Agenda Abstract— Steve Brantley, Economic Development Approval of Two Contracts (919) 245-2326 Associated with the State of North Carolina's "Building Reuse Grant" Incentive to ABB, Inc. 2. June 16, 2020 Signed Orange County Contract with ABB, Inc. and Affiliate Firm Industrial Connections & Solutions, LLC 3. Proposed Contract Amendment Providing an Eighteen-Month Extension of the June 16, 2020 Signed Contract with ABB, Inc. and Affiliate Firm Industrial Connections & Solutions, LLC 4. June 19, 2020 Signed NC Department of Commerce and Orange County Building Reuse Contract Agreement 5. Proposed Contract Amendment Allowing an Eighteen-Month Extension of the Building Reuse Contract Agreement Between NC Department of Commerce and Orange County PURPOSE: To approve contract amendments for an eighteen-month extension to June 30, 2024, commensurate with the date approved by North Carolina Department of Commerce, for the "Building Reuse Grant" "pass through" incentive approved by the BOCC on June 16, 2020 for Industrial Connections & Solutions/ABB Inc. BACKGROUND: The North Carolina Department of Commerce awarded the State's "Rural Division Building Reuse Grant" to ABB, Inc. on July 10, 2019, at a maximum $500,000 level. The program supports the renovation or expansion of vacant buildings, or other facilities occupied by 2 a company having operated for at least 12 months. The State requires this program to be administered by a local municipal government, and requires that the local government temporarily hold a Deed of Trust on the building. The State's funds are first passed through the local government (as the grant administrator) before the funds are provided to the company. Through negotiations intended to remove Orange County's potential financial risk, an agreement was reached in late 2019 and into early 2020 between the County, ABB and the North Carolina Department of Commerce. That agreement outlines ABB's decision to delay its request for State funds until after all investment and new job creation criteria had been met. This strategy enables the State grant to convert to a forgivable loan, and Orange County will then receive and transfer the State funds to ABB, Inc. without any potential financial risk related to the company's new job hiring schedule. The company has recently requested an eighteen-month extension to the existing termination date (December 31, 2022) in the Agreement due to the following reasons: 1. COVID: COVID caused the project to experience a slower hiring start for the 403 new manufacturing positions to be added. ABB has been able to make up ground and meet the job creation requirement for the other State and Local eighteen-month employment goals. However, the Building Reuse Grant has a minimum six-month job retention requirement that does not align with the other performance incentive agreement requirements. 2. Workforce Availability & Turnover: During COVID and even post-COVID, ABB has had difficulty finding qualified personnel to fill open positions for the project, and when the company does make new hires, the attrition rate has been higher than anticipated. While the pace of new job hiring has improved in recent months, the Building Reuse Grant's six- month job retention requirement continues to be an issue when employee turnover restarts the six-month timeframe to count total new hires. The company fully intends to meet the jobs/investment commitments related to the project. Granting an extension would allow ABB additional time to complete its required hiring target of 403 jobs, after being delayed due to the issues referenced above. As an example, the company currently has 59 open job postings for the Mebane location on its website. Due to the reasons outlined above, the company is requesting an extension of the County/ABB contract in order to complete the total hiring phase, and maximize the total value of the State's Building Reuse Grant. The County/NC Department of Commerce contract allows Orange County to consider granting an extension period as requested by ABB. This extension request aligns with the company's prior request, approved by the BOCC in its December 7, 2020 meeting, allowing one additional year for the company to meet its employment and investment goals for the County's Performance Incentive Agreement. The State of North Carolina also already approved a one-year extension for the separate $4.3 million "Jobs Development Investment Grant" (JDIG) State Incentive that was also awarded to ABB. FINANCIAL IMPACT: There is no financial obligation or cost to the County by participating with ABB, Inc. and the North Carolina Department of Commerce in the State's "Rural Economic Development Grant Agreement Building Reuse Program." 3 SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to this item: • GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY The creation and preservation of infrastructure, policies, programs and funding necessary for residents to provide shelter, food, clothing and medical care for themselves and their dependents. ENVIRONMENTAL IMPACT: There is no Orange County Environmental Responsibility Goal impact associated with this item. RECOMMENDATION(S): The Manager recommends that the Board approve and authorize the Chair to sign the eighteen-month contract amendments for both the: 1) Orange County and ABB, Inc. and its affiliate Industrial Connections and Solutions LLC Agreement (Attachment 3); and 2) NC Department of Commerce and Orange County Agreement (Attachment 5). These contract amendments would authorize an extension for the "Rural Division Building Reuse Grant" (forgivable loan), establishing the new termination date of June 30, 2024 as approved by the North Carolina Department of Commerce. 4 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 16, 2020 Action Agenda Item No. 8-e SUBJECT: Approval of Two Contracts Associated with the State of North Carolina's "Building Reuse Grant" Incentive to ABB, Inc. DEPARTMENT: Economic Development Manager's Office Attorney's Office ATTACHMENT(S): INFORMATION CONTACT: 1. July 23, 2019 Agenda Abstract Steve Brantley, Director, Economic Related to ABB, Inc. Development Department, (919) 245- 2. Orange County's Contract with the 2326 State of North Carolina for the "Rural Travis Myren, Deputy County Manager Economic Development Grant (919) 245-2308 Agreement Building Reuse Program" incentive for ABB, Inc. 3. Orange County Contract with ABB, Inc. and Affiliate Firm Industrial Connections & Solutions, LLC PURPOSE: To approve and authorize the Chair to sign two contracts, on behalf of Orange County, related to the State of North Carolina's "Building Reuse Grant" incentive awarded on July 10, 2019 to ABB, Inc., a local manufacturing industry. This State incentive requires Orange County's participation as part of the "pass through" process for $500,000 in North Carolina Department of Commerce funds to transfer from the State to the County, and then to ABB, Inc. BACKGROUND: When the Board of Commissioners approved the County's performance-based incentive agreement ABB on July 23, 2019, it was not requested at that time that the Board allow the Chair to sign any additional documentation required as part of any State incentives. Once the County's required role to serve as a "grant administrator" in the State incentive to ABB became evident, the following two contracts became relevant: (1) North Carolina Department of Commerce's "Rural Economic Development Grant Agreement Building Reuse Program" contract with Orange County (Attachment 2) (2) Orange County's supplemental contract with ABB, Inc. and it's affiliate firm Industrial Connection & Solutions, LLC (Attachment 3) The State's "Rural Division Building Reuse Grant" was awarded to ABB, Inc. by the North Carolina Department of Commerce on July 10, 2019, at the maximum $500,000 level. The program 5 supports the renovation or expansion of vacant buildings, or other facilities occupied by a company having operated for at least 12 months. The State requires this program to be administered by a local municipal government, and requires that the local government temporarily hold a Deed of Trust on the building. As the private industry incurs actual construction costs associated with structural improvements made to the existing building, and creates new employment, it can request the State grant. The State's funds are first passed through the local government (being the grant administrator) before the funds reach the company. Under the program's guidelines, this structure poses a potential financial obligation on the local government (Orange County) in the event the private corporate entity (ABB, Inc.) does not perform as expected. The Building Reuse Grant eventually converts to a forgivable loan once the Company meets all investment and job creation requirements, and the repayment obligation to the State ends. Through negotiations intended to remove Orange County's potential financial risk, an agreement was reached in late 2019 and into early 2020 between the County, ABB and the North Carolina Department of Commerce. This agreement, as outlined in the two contracts (Attachments 2 & 3 requiring the BOCC Chair's signatures) outlines ABB's decision to delay its request for State funds until after all investment and new job creation criteria had been met. This strategy enables the State grant to convert to a forgivable loan, and Orange County will then receive and transfer the State funds to ABB, Inc. without any potential financial risk. FINANCIAL IMPACT: There is no financial obligation or cost to the County by participating with ABB, Inc. and the North Carolina Department of Commerce in the State's "Rural Economic Development Grant Agreement Building Reuse Program" SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to this item: • GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY The creation and preservation of infrastructure, policies, programs and funding necessary for residents to provide shelter, food, clothing and medical care for themselves and their dependents. ENVIRONMENTAL IMPACT: There is no Orange County Environmental Responsibility Goal impact associated with this item. RECOMMENDATION(S): The Manager recommends that the Board approve the contract between Orange County, ABB, Inc. and its affiliate Industrial Connections & Solutions LLC, and the contract between Orange County and the North Carolina Department of Commerce, subject to final review by the County Attorney, and authorize the Chair to sign both contracts on behalf of the County. The two contracts allow the County to facilitate the State of North Carolina's pass through of $500,000 "Rural Division Building Reuse Grant" (forgivable loan) funds to ABB, Inc. with no potential financial risk to the County. 6 This Grant Agreement("Grant Agreement" or"Agreement") by and between Orange County(the "County"), a political subdivision of the State of North Carolina, ABB Inc., a Delaware Corporation, and Industrial Connections &Solutions LLC, a Delaware limited liability company("Company"), a US subsidiary of a multinational corporation situated and headquartered in Zurich,Switzerland, with North American headquarters in Cary, NC, is made and entered into this 4'"day off^ 2020. WHEREAS, under N.C.G.S. §143B-472.128,the General Assembly created the North Carolina Rural Infrastructure Authority ("Rural Authority")to review applications for and, where appropriate, authorize such matching grants or loans,and, under N.C.G.S. §§143B-472.126 and .127,the General Assembly authorized the North Carolina Department of Commerce ("Commerce")to administer such grants or loans; and WHEREAS,without limitation, the Rural Authority awarded a $500,000.00 Building Re-use Grant: (1) based on the application filed by the County and any subsequent materials supporting the application that have been approved of by Commerce in writing, all of which are incorporated by reference herein; (2) based on the representation in the application that Company owns certain real property located at: 6801 Industrial Drive Mebane, NC 27302 in Orange County, North Carolina (the "Property"); (3) based on Commerce's Grant requirements and guidelines; and for(4)the up-fit and expansion of the Property(altogether,the "Project," as summarized in Paragraph 1 to this Grant Agreement); and WHEREAS the County has agreed to administer the Grant pursuant to the terms of this Grant Agreement and related grant documents. : NOW,THEREFORE, in consideration of the mutual promises and such other valuable consideration as set out herein,the Parties mutually agree to the following terms and conditions: 1. Scope of Project/Agreements to be Executed. i i (a). The Project will support the expansion of a building located at 6801 Industrial Drive in Mebane. i The building was constructed in 1971. ABB, Inc, is a company that specializes in the electrification business offering a wide range of products, digital solutions and services,from substation to socket, enabling safe and sustainable electrification.This project received a JDIG award. (b). The Company shall immediately notify County of any change in conditions or federal,state,or local law, or any other event, which may significantly affect its ability to oversee, administer or perform this Grant Agreement or the Project, Upon such notification County may take such action as it, in its { sole discretion,deems appropriate up to and including termination of this Grant Agreement without fault or further obligation. 7 2. Term of Grant Agreement, The effective period of this Grant Agreement shall commence on 10/17/2019 ("Effective Date") and shall terminate on 12/31/2022 unless terminated on an earlier date under the terms of this Grant Agreement (either one of which dates shall constitute the "Termination Date") or unless extended for an express term in writing by the County. 3. Funding. The Rural Authority proposes to the County an amount not to exceed$500,000.00 for expenditures directly relating to the Project. The County shall not make or approve of any expenditure or disbursal of Grant funds except pursuant to the terms of this Grant Agreement. 4. Method of Payment. County shall pay the Grant fund to Company within 30 days of receipt from the Rural Authority. Payment of Grant funds shall not occur until the Job Verification and Close Out Requirements outlined in Exhibit D of the Rural Economic Development Grant Agreement have been submitted and approved by the North Carolina Department of Commerce. 5. Obligation of Funds. The County shall not obligate Grant funds prior to the Effective Date or subsequent to the Termination Date of this Grant Agreement.All obligations outstanding as of the Termination Date shall be liquidated within thirty days. 6. Project Records. a (a). The Company shall maintain full, accurate and verifiable financial records,supporting documents and all other pertinent data for the Project in such a manner as to clearly identify and I document the expenditure of the funds provided hereby separate from accounts for other awards, j monetary contributions, or other revenue sources for this Project. (b). The Company shall retain all financial records, supporting documents and all other pertinent records related to the Project for a period of five (5)years from the Termination Date. In the event such records are audited, all Project records shall be retained beyond the five-year period until the audit is j concluded and any and all audit findings have been resolved. 7. Monitoring, Reports and Auditing. (a). The Company agrees to ensure compliance and provide its assistance with such monitoring and auditing requirements as the County or State of North Carolina ("State"), including Commerce, may request, including after the Termination Date of this Grant Agreement. Additionally,the Company shall regularly monitor all performance related to Grant-supported activities, including activities performed by the Company and any agent,contractor or subcontractor,to ensure compliance herewith, (b). The Company shall furnish the County detailed written progress reports as requested by County. Such reports should describe the progress made by the Company and any agent, contractor or subcontractor toward achieving the purpose(s) of the Project, Such descriptions should include the successes and problems encountered during the reporting period. Failure to submit a requested report may result in the withholding of any forthcoming payment until County is in receipt of the delinquent report and the report meets with County's approval, in County's sole discretion. 8 (c). The Company acknowledges and agrees that, with regard to the Grant funds, it will be subject to and comply with audit and reporting requirements as required herein. (d). Within thirty(30) days after the Termination Date,the Company shall submit a final report to County describing the activities and accomplishments of the Project. The final report shall include a review of performance and activities over the entire Project period. (e). The Company grants the County and any of its authorized representatives,at all reasonable times and as often as necessary(including after the Termination Date), access to and the right to inspect, copy, monitor, and examine all of the books, papers, records and other documents relating to the Grant Agreement or the Project. County shall maintain confidentiality with regard to such books, papers, records, and other documents,except that Company acknowledges same may be released and provided to the State upon request by the State. 8. Termination; Availability of Funds. (a). If the Company fails to fulfill in a timely and proper manner its obligations or violates any of the covenants or stipulations under this Grant Agreement,the Company agrees that County has the right to terminate this Grant Agreement. Upon such termination, County shall have no responsibility to make additional Grant payments. Upon such termination, the Company shall not expend any Grant funds (including Loan funds)without County's express written authorization and shall return all unspent Grant funds to County upon demand. (b). The obligations of the County to pay any amounts under this Grant Agreement are contingent upon the availability of and disbursal by the State of the Grant funds for the Project. If funds for the Grant become unavailable,the Company agrees that County has the right to terminate this Grant Agreement by giving written notice specifying the Termination Date,which County shall determine in its sole discretion, Upon such termination,the County shall have no responsibility to make additional Grant payments. Further, upon such termination,the Company shall not expend any Grant funds without County's express written authorization and shall return all unspent Grant funds to County upon demand. 9. Indemnification. (a). The Company hereby agrees to release, indemnify and hold harmless the County and its respective members, officers, directors, employees, agents, and attorneys (together,the "Indemnified Parties"),from any claims of third parties in connection with the performance of this Grant Agreement and for all losses arising from its implementation. Without limiting the foregoing,the Company hereby releases the Indemnified Parties from, and agrees that such Indemnified Parties are not liable for, and agrees to indemnify and hold harmless the Indemnified Parties against, any and all liability or loss,cost or expense, including, without limitation, reasonable attorneys'fees, fines, penalties and civil judgments, resulting from or arising out of or in connection with or pertaining to, any loss or damage to property or any injury to or death of any person occurring in connection with the Project, or resulting from any defect in the fixtures, machinery, equipment or other property used in connection with the Project or arising out of, pertaining to, or having any connection with,the Project or the financing 9 thereof(whether arising out of acts, omissions, or negligence of the Company or of any third party ((including, without limitation, the owner of the Property if Company is not the owner)), or of any of their agents, contractors,servants, employees, licensees, lessees, or assignees), including any claims and losses accruing to or resulting from any and all subcontractors, material men, laborers and any other person,firm or corporation furnishing or supplying work,services, materials or supplies in connection with the Project. (b). Company further agrees to indemnify and hold the Indemnified Parties harmless from any and all liability County may incur as a grant administrator, notwithstanding the County may contract the grant administration to a third party entity (c). Should Company begin, engage in, or complete construction of the Project and Grant funds are not disbursed by the State Company agrees County is not at fault for such failure by the State to disburse funds and releases the Indemnified Parties from any and all liability, costs, and/or damages incurred by the Company related to the Project. 10. Company Representations and Warranties, The Company hereby represents and warrants that: (a). The execution and delivery of this Grant Agreement have been duly authorized by all necessary Company action and are not in contravention of law or in contravention of the provisions of any indenture agreement or undertaking to which the Company is a party or by which it is bound. (b). There is no action, suit proceeding, or investigation at law or in equity or before any court, public board or body pending, or to the knowledge of the Company,threatened against or affecting it that could or might adversely affect the Project or any of the transactions contemplated by this Grant Agreement or the validity or enforceability of this Grant Agreement or the abilities of the Company to discharge its obligations under this Grant Agreement. If it is subsequently found that an action, suit, proceeding, or investigation did or could threaten or affect the development of the Project,the Company shall be liable to County for repayment of the entire amount of the Grant and this Grant Agreement may be terminated by County effective upon notice, (c). No consent or approval is necessary from any governmental authority as a condition to the execution and delivery of this Grant Agreement by the Company or the performance of any of its obligations hereunder, or all such requisite governmental consents or approvals have been obtained. The Company shall provide County with evidence of the existence of any such necessary consents or approvals at the time of the execution of this Grant Agreement. (d). The Company is solvent. (e). The Company is duly authorized to do business under North Carolina law and is not delinquent on any federal, state, or local taxes, licenses, or fees. IL Cessation/Termination, Bankruptcy, Dissolution or Insolvency. 10 (a). Company agrees at all times to preserve its legal existence, except that it may merge or consolidate with or into, or sell all or substantially all of its assets to, any entity that expressly undertakes, assumes for itself and agrees in writing to be bound by all of the obligations and undertakings of the Company pursuant to this Grant Agreement. If the Company so merges, consolidates or sells its assets without such an undertaking being provided, it agrees to repay to the County or Commerce, upon request and as directed, all unspent Grant funds. Further, a merger, consolidation or sale without such an undertaking shall constitute a material default hereunder,and the County may terminate this Grant Agreement upon written notice. (b). Other than as provided for in Paragraph 11(a) above, if the Company ceases to do business or becomes the subject of any bankruptcy, dissolution,or insolvency proceeding prior to the Termination Date, it shall be the sole responsibility of the Company to immediately notify County. 12. Additional Repayment Requirements and Remedies. (a). The repayment requirements and remedies addressed in this Paragraph 12 are in addition to those repayment requirements and other remedies set forth elsewhere in this Grant Agreement, including the requirements to repay unspent Grant funds. No remedy conferred or reserved by or to the County is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy provided for in this Grant Agreement,or now or hereinafter existing at law, in equity, or by statute, and any such right or power may be exercised from time to time and as often as may be deemed expedient. (b). If there is a breach of any of the requirements, covenants or agreements in this Grant Agreement,or if there are any representations or warranties which are untrue as to a material fact in this Grant Agreement in relation to the Project(including the performance thereof),the Company agrees that County has the sole discretion to require repayment from the Company of an amount of Grant funds to be determined in County's sole discretion but not to exceed the amount of Grant funds the Company has already received under this Grant Agreement and that the Company is obligated to make such payment. 13. No Waiver by the County. Failure of the County at any time to require performance of any term or provision of this Grant Agreement shall in no manner affect the rights of the County at a later date to enforce the same or to enforce any future compliance with or performance of any of the terms or provisions hereof. No waiver of the County of any condition or the breach of any term, provision or representation contained in this Grant Agreement,whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of that or any other term, provision or representation. 14. Waiver of Objections to Timeliness of Legal Action. The Company knowingly waives any objections it has or may have to timeliness of any legal action (including any administrative petition or civil action) by the County to enforce its rights under this Grant Agreement. This waiver includes any objections the Company may possess based on the statutes of limitations or repose and the doctrines of estoppel or laches. 11 15. Force Majeure, If(a) during the term of this Grant the real or personal property located on or constituting the Property suffers damage or destruction caused by acts of God,fires,floods, storms, insurrection, riots, acts of a public enemy, national catastrophe,or similar unexpected events, (b)such damage or destruction was not principally caused by the gross negligence,willful misconduct,or violation of applicable law by the Company, (c)the Company uses reasonable efforts to repair, or to work around, such damage or destruction immediately, and (d) as a direct result of such damage or destruction the Company cannot satisfy the requirements and obligations of this Grant Agreement,then the Company will not be determined to be in default due to conditions directly caused by the force majeure. 16, Special Provisions and Conditions. (a). Non-discrimination, The Company agrees not to discriminate against any person based on age (as defined in the Orange County Civil Rights Ordinance), race, ethnicity, color, national origin, religion, creed, sex,gender, gender identity, gender expression, marital status,familial status, source of income, disability, political affiliation,veteran status, or disabled veteran status related to the activities of this Grant Agreement. (b). Compliance with Laws. The Company shall at all times observe and comply with all laws, regulations, codes, rules, ordinances and other requirements (together, "Laws") of the state,federal and local governments which may in any manner affect the performance of the Grant Agreement or the Project, (d). Non-Assignability.The Company shall not assign or transfer any interest in the Grant Agreement without the prior written consent of County, which shall not be unreasonably withheld. (e). Personnel.The Company represents that it has, or will secure at its own expense, all personnel required to monitor,carry out and perform the scope of services of this Agreement. Such employees shall not be employees of County. Such personnel shall be fully qualified and shall be authorized under state and local law to perform such services, 17. Notice. All notices required or permitted to be delivered pursuant to this Grant Agreement and all communications in respect thereof shall be in writing and shall be deemed given when personally delivered or when deposited in the United States mails, certified, return receipt requested,first class, postage prepaid and addressed as follows: If to the Company: Attn: Alan Wells ABB, Inc. 305 Gregson Avenue Cary, NC 27511 If to the County: Attn: Economic Development Director 12 Orange County PO Box 8181 Hillsborough, NC 27278-8181 18. Entire Agreement. This Grant Agreement supplements but is separate from all prior agreements between or among the Company and the County with regard to the Project and expresses their entire understanding with respect to the transactions contemplated herein, and shall not be amended, modified or altered except pursuant to a writing signed by both Company and the County. 19. Execution. This Grant Agreement may be executed in one or more counterparts,each of which, when executed, shall be deemed an original, and such counterparts,together,shall constitute one and the same Grant Agreement which shall be sufficiently evidenced by one of such original counterparts. 20. Construction. This Grant Agreement shall be construed and governed by the laws of the State of North Carolina. 21. Severability. Each provision of this Grant Agreement is intended to be severable and, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect or impair any other provision of this Grant Agreement, but this Grant Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. i 22. Acceptance. By executing below the Company agrees to be bound by the Grant conditions as stated. [SIGNATURE PAGE FOLLOWS] 3 1 7 13 IN WITNESSETH WHEREOF,the parties hereto have executed this Grant Agreement as of the date first above written. AGREEMENT REVIEWED AND ACCEPTED BY: President Attest: ABB Inc. Sr.VP and GC Attest: ABB Inc. President Attest: Industrial Connections &Solutions LLC. Sr. VP and GC Attest: Industrial Connections &S utions,LLC. Pe y Rich, Ch it Att st: Donna Baker O nge County Board of Commissioners Clerk to the Board Orange County Commissioners ThAirum nt s been pre-audited in the manner required by the Local Government Budget and Fin 1 t. st ,atj r� NX if-liefF nai 'al Officer e Approved as to form and legal sufficiency. F Offkce of the County Attorney 14 Attachment 3 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT ("Amendment") is made and entered into this day of , 20 by and between ORANGE COUNTY (hereinafter referred to as "County") and ABB, Inc., a Delaware Corporation, and Industrial Connections& Solutions LLC,a limited liability company(hereinafter referred to as "Provider"). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated June 16, 2020, (hereinafter the "Original Agreement"), for the provision of services for the State of North Carolina's Building Reuse Grant Program; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. Pursuant to the Term of the Grant Agreement outlined in Section 2, the termination date is amended to reflect June 30, 2024,the date approved by North Carolina Department of Commerce. 2. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment,this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER Chair President Orange County Board of Commissioners ABB, Inc. Sr. VP and GC ABB, Inc. President Industrial Connection& Solutions LLC. Sr. VP and GC Industrial Connection& Solutions LLC. I 15 I Roy COOPER ANTHONY M.COPELAND KENNY FLOWERS ZAM ��rx y�+tNY ri ssltruny srrrelnr7 May 4,2020 The Honorable Penny Rich Chair Orange County PO Box 8181 Hillsborough,NC 27278-8181 Re: Contract Agreement for Grant Number 2020.025.3201-2587; Your Signature and Reply is Requested Project Title:"ABB,Inc/Project Clear Blue Sky" Revision 03 Dear Chair Rich: I Enclosed for your review and signature is a complete set of contract documents required to finalizo the grant award f from the North Carolina Rural Infrastructure Authority.Below is a description of the documents enclosed along with an explanation of the signatures required for each document. Documenit Document Description: signed By., Grant Contract;Outlines the terms of Grant Agreement between the Department of Highest Elected Official- Agreement Commerce and the Unit of Local Government. Unit of Local Government Exhibit A Scope of Services;Outlines the scope of the renovation/construction project, No Signature Required Exhibit B Payment Schedule:Outlines the process for the Unit of Local Government to request No Signature Required reimbursements from Department of commerce. Exhibit C Reporting Schedule;Outlines the schedule of repotts that are duo from the Unit of No Signature Required Local Govornment to the Department of Commerce and when they are duo. Exhibit D CloseouWob Requirumonts;Outlines the process for Via Unit of Local Government to No Signature Required report the creation and maintenance of Jobs to the De artmeni of Commerce. Exhibit E Legally Binding Commitment(LBC)t Ouilhtes torms and conditions of the Loan. Highest Elected Official Unit of Local Government and Legal Property Owner listed on the Deed. Exhibit F Promissory Note;Defines the repayment terms of the Loan in the event of default. Legal Property Owner ilswl on the Deed, Exhibit O Limited Waiver of Confidentiality:Contains employment Information reported to the Each Business involved in Department of Commerce's Division of Employment security, the project, Exhibit H Deed of Trust Documentation Highest Elected Official— Unit of Local Government Execute these documents,scan a quality copy and return to my attention at Mpreportsfficcommerce.com, If you have any questions or if I can be of any assistance,please contact me at(919)8144671 or nichole.uross(d�necommerce,coin. Sincerely, Nichole M.Gross Grant Manager Enclosure I North Cumllmi Department of commore I Rurol tc(inomlc Mvelopment plvleion 301 North W11mInglon Mrccl 1,13.16 Mall Scrvlce(%nier I Italelgh.NC'�7bgq•13d6 914r3b1.t600 T i i i, i 16, Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM—Revision#3 2020.026-3201.2587 The North Carolina Department of Commerce("Commerce"),an agency of the State of North Carolina("State"),enters into this Rural Economic Development Grant Agreement ("Grant Agreement")with Orange County(the"Governmental Unit"and, together with Commerce,the"Parties"). WHEREAS,the North Carolina General Assembly("General Assembly") has determined that it is the policy of the State to stimulate economic activity and to create new jobs for citizens of the State by providing matching grants or loans to specific local governmental units so as to productively reuse certain buildings and properties or expand rural health care facilities subject to the requirements ofN.C.G.S. §§14313-472.127 and .128; and WHEREAS,under N.C.G.S. §14313-472,128,the General Assembly created the North Carolina Rural Infrastructure Authority("Rural Authority")to review applications for and, where appropriate,authorize such matching grants or loans,and,under N.C.G.S. §§14313- 472.126 and.127,the General Assembly authorized Commerce to administer such grants or f loans;and I WHEREAS,pursuant to N.C.G.S. §§14313-472.127 and.128,and based on the terms, conditions and representations in this Grant Agreement's Exhibits A (Scope of Project), Exhibit B(Payment Schedule),Exhibit C(Reporting Schedule),Exhibit D(Closeout Schedule/Job Requirements),Exhibit E(LBC), Exhibit F(Promissory Note)and Exhibit G(Waiver of Confidentiality("Waiver")),the Rural Authority has approved a grant(the"Grant")to the Governmental Unit;and WHEREAS,without limitation,the Rural Authority awarded the Grant: (1)based on the application fled by the Governmental Unit and any subsequent materials supporting the application that have been approved of by Commerce in writing,all of which are incorporated by reference herein; (2)based on the representation in the application that Industrial Connections &Solutions,LLC(the"Owner")owns certain real property located at: 6801 Industrial Drive Mebane,NC 27302 in Orange County,North Carolina(the"Property");(3)based on Commerce's Grant requirements and guidelines,which are incorporated herein and which may be amended, modified or supplemented and applied accordingly to this Grant Agreement by Commerce in its sole discretion; and for(4)the creation and retention of certain jobs in the course of completing certain renovations/construction work at the Property(altogether, the"Project,"as summarized in Exhibit A to this Grant Agreement), NOW,THEREFORE, in consideration of the mutual promises and such other valuable consideration as set out herein,the Parties mutually agree to the following terms and conditions: Grant Agreement- 1 17 I I Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM—Revision#3 2020-025.3201-2587 1, Scope of Program/Agreements to,be Executed, (a), As conditions of the Grant Agreement; i, The highest elected official of the Governmental Unit shall execute two originals of this Grant Agreement in its exact form (unless Commerce approves of a change to its terms in writing) and shall return one of them to Commerce; ii, The Governmental Unit shall ensure that its highest elected official and a duly authorized representative of the Owner execute two originals of the Rural Economic Development Loan Agreement and Legally Binding Commitment ("LBC") in its exact form(unless Commerce approves of change to its terms in writing)and shall return one such original to Commerce with the one executed original of the Grant Agreement; III, The Governmental Unit shall ensure with the Owner that every individual or entity that has any ownership interest in the real property which is the subject of the Project executes two originals of the Promissory Note attached as Exhibit P in its exact form and shall return one such original to Commerce with the one executed originals of the Grant Agreement; and iv, Exhibit A refers to the entity(or entities, as applicable)required to create and maintain certain full-time new jobs("New Jobs")to complete the Project as the "Company,"the"Employer"and the"Business"(together and hereinafter, the "Business"), The Governmental Unit shall ensure that an authorized representative of each Business executes a Waiver of Confidentiality("Waiver"), attached as Exhibit G, and shall return the original of any such Waiver to Commerce with the executed originals of the Grant Agreement. The Governmental Unit shall also ensure that any additional Business which becomes involved in the Project after the Grant Agreement is finalized executes a Waiver upon its involvement,the original of which the Governmental Unit shall promptly forward to Commerce. (b). The Governmental Unit shall provide Commerce with any information obtained pursuant to the LBC and allow Commerce to execute any rights of the Governmental Unit under the LBC, including the Governmental Unit's rights of access, review or monitoring and Commerce's rights as a third-party beneficiary thereunder, (c), The Governmental Unit shall exercise all of its rights and duties under the LBC in a prudent and timely manner to ensure the use of the Grant funds for the intended purposes and objectives and to preserve the rights of Commerce in this Grant Agreement and the LBC. (d), The LBC specifies how many New Jobs the Business must create and maintain in the performance of the Project and, if the Business fails to do so,those Grant funds that the Owner must repay to the Governmental Unit for return to Commerce or else repay directly to Commerce,upon request and as directed, If such New Jobs are not created or maintained,then the Governmental Unit shall return to Commerce any Grant funds It has not already disbursed to the Owner,make a timely demand for repayment from the Owner and, if such repayment is not forthcoming, initiate and fully litigate legal proceedings against the Owner to recover such repayment, Grant Agreement-2 j I i i 18 1 i Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM—Revision#3 2020-025.3201.2587 1 (e). Without limitation, failure by the Governmental Unit to timely demand repayment from and, if necessary, initiate and fully litigate such legal proceedings against the Owner may affect the future consideration of the Governmental Unit for grant i programs administered by Commerce. Further, and without limitation,if the Governmental Unit fails to timely initiate legal proceedings against the Owner for l such repayment and Commerce elects to do so instead,the Governmental Unit is } responsible and agrees to reimburse Commerce for all litigation costs and reasonable attorneys' fees that Commerce incurs in pursuing repayment, 2. Changes in the Proicot or Other Conditions, (a). A"Project Change" is any material alteration,addition,deletion or expansion of the Project,including(without limitation)material changes to construction or rehabilitation, the terms or conditions of the loan under the LBC("Loan"),the required number of New Jobs, the matching investment in the Project,any cessation of business by the Owner or any Business and any filing of bankruptcy by the Governmental Unit, the Owner or any Business, There shall be no Project Changes unless expressly approved of by Commerce in a separate,prior written agreement stating, if applicable,the costs and schedule for completing the Project Change. Notwithstanding the foregoing and wherever referred to in this Grant Agreement, "cessation of business,""ceasing to do business"and"ceases to do business"shall not include(1)ceasing operations to maintain,service or upgrade real or personal j property of the Owner,(2)seasonal shutdowns of operations as long as such cessation do not exceed a total of four(4)weeks in any calendar year(excluding time attributable to an event of force majeure as described below) and(3)under the circumstances of for the period of time described In Paragraph 17 below. (b). Additionally,the Governmental Unit shall immediately notify Commerce of any change in conditions or local law,or any other event,which may significantly affect its ability to oversee, administer or perform this Grant Agreement, the LBC or the Project, In its sole and unreviewable discretion, Commerce may deem such a change in conditions,local law or other event to constitute a Project Change. i 3. Term of Grant A r�eement, The effective period of this Grant Agreement shall commence on 10/17/2019("Effective Date")and shall terminate on 12/31/2022 unless terminated on an earlier date under the terms of this Grant Agreement(either one of which dates shall constitute the"Termination Date")or unless extended for an express term in writing by the Governmental Unit. 4, Funding. The Rural Authority grants to the Governmental Unit an amount not to exceed $500,000.00 for expenditures directly relating to the Project. The Governmental Unit hereby represents and warrants that all Grant funds shall be utilized exclusively for the purpose of the Project and consistent with all applicable laws,rules, regulations and requirements, and that the Governmental Unit shall not make or approve of any improper Grant Agreement-3 19 I Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM—Revision#3 2020-025.3201-2587 expenditure of Grant funds(including Loan funds). Administrative expenses of the Governmental Unit are not eligible for Grant funding and any such use of Grant funds will violate this Grant Agreement. S, Independent Status of the Governmental Unit. (a). The Governmental Unit is an entity independent from the Rural Authority and Commerce. The Grant Agreement, the LBC, the Project and any actions taken pursuant to them shall not be deemed to create a partnership or joint venture between or among Commerce,the Rural Authority, the Governmental Unit or any third party (including,without limitation, the Owner or any Business), Nor shall the Grant Agreement,the LBC or the Project be construed to make the Governmental Unit (including its employees, agents,members or officials)or any third party (including, without limitation, the Owner or any Business)employees,agents,members or officials of Commerce or the Rural Authority. Neither the Governmental Unit nor any third party(including,without,limitation,the Owner or any Business)shall have the ability to bind Commerce or the Rural Authority to any agreement for payment of goods or services or represent to any person that they have such ability. (b). The Governmental Unit shall be responsible for payment of all of its expenses, including rent,office expenses and all forms of compensation to employees. The Governmental Unit shall provide worker's compensation insurance to the extent required for its operations and shall accept full responsibility for payments of unemployment tax or compensation, social security,income taxes,and any other charges, taxes or payroll deductions required by law in connection with its operations, for itself and its employees who are performing work pursuant to this Grant Agreement. All expenses incurred by the Governmental Unit are its sole responsibility, and neither Commerce nor the Rural Authority shall be liable for the payment of any obligations incurred in the performance of the Project. 6. Method of Payment, Commerce shall pay the Grant funds to the Governmental Unit in accordance with the Payment Schedule attached hereto as Exhibit B after receipt of written requests for payment from the Governmental Unit certifying that the conditions for such payment under this Grant Agreement have been met and that the Governmental Unit is entitled to receive the amount so requested and any other documentation that may be required by Commerce. 7. Obligation of Funds. The Governmental Unit shall not obligate Grant funds prior to the Effective Date or subsequent to the Termination Date of this Grant Agreement, All obligations outstanding as of the Termination Date shall be liquidated within thirty days. 8. Project Records, (a), The Governmental Unit shall maintain full, accurate and verifiable financial records, supporting documents and all other pertinent data for the Project in such a manner as to clearly identify and document the expenditure of the State funds provided under this Grant Agreement separate from accounts for other awards,monetary Qrant Agreement-4 i 20 , Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM—Revision#3 2020-025-3201-2587 ! contributions or other revenue sources for this Project. (b), The Govenunental Unit shall retain all financial records,supporting documents and all other pertinent records related to the Project for a period of five(5)years from the Termination Date. In the event such records are audited,all Project records shall be retained beyond the five-year period until the audit is concluded and any and all audit findings have been resolved. 9. Monitoring`Reports and Auditing. (a), The Governmental Unit agrees to ensure compliance and provide its assistance with such monitoring and auditing requirements as the State may request, including following the Termination Date of this Grant Agreement, Additionally,the Governmental Unit shall regularly monitor all performance under Grant-supported activities, including activities performed by the Owner and any Business,to ensure that time schedules are being met,New Jobs are being created and maintained and I other performance goals are being achieved. (b). The Governmental Unit shall furnish Commerce detailed written progress reports according to the time periods specified in Exhibit C or as otherwise requested by Commerce, Such reports should describe the progress made by the Governmental Unit,the Owner and any Business toward achieving the purposes)of the Project, Including specifically the goals of New Job creation and maintenance. Such descriptions should include the successes and problems encountered during the reporting period. Failure to submit a required report by the scheduled submission date will result in the withholding of any forthcoming payment until Commerce is in receipt of the delinquent report and the report meets with Commerce's approval, in Commerce's sole discretion. (c). The Governmental Unit acknowledges and agrees that,with regard to the Grant funds, it will be subject to the audit and reporting requirements prescribed by N.C.G.S §159.34,Local Government Finance Act-Annual Independent Audit;rules and regulations. Such audit and reporting requirements may vary depending upon the amount and source of Grant funding received by the Governmental Unit and are subject to change from time to time, (d). Within thirty(30)days after the Termination Date, the Governmental Unit shall submit a final report to Commerce describing the activities and accomplishments of the Project. The final report shall include a review of performance and activities over the entire Project period. In the final report,the Governmental Unit should describe the Project,how it was implemented, to what degree the established Project objectives were met and the difficulties encountered,what the Project changed and its cost. (e). The Governmental Unit grants the State and any of its related agencies,commissions or departments(including,without limitation,Commerce,the North Carolina State Auditor and the North Carolina Office of State Budget and Management)and any of their authorized representatives,at all reasonable times and as often as necessary (including after the Termination Date), access to and the right to inspect,copy, monitor,and examine all of the books,papers,records and other documents relating Grant Agrcement-5 i 21 Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM--Revision#3 2020-025.3201.2587 to the Grant Agreement, the LBC or the Project. Likewise,the Governmental Unit shall ensure that the Owner and any Business provide the same access. In addition, the Govetwnental Unit agrees to comply at any time, including after the Termination Date,with any requests by the State(including, without limitation,the Rural Authority or Commerce) for other financial and organizational materials to permit the State to comply with its fiscal monitoring responsibilities or to evaluate the short-and long-range impact of its programs, 10. Termination;Availability of Funds. (a). If the Governmental Unit fails to fulfill in a timely and proper manner its obligations or violates any of the covenants or stipulations under this Agreement, if the Owner fails to fulfill in a timely and proper manner its obligations or violates any of its covenants or stipulations under the LBC or if any Business fails to fulfill those requirements applicable to it in the LBC,the Governmental Unit agrees that Commerce has the right to terminate this Grant Agreement and/or the LBC by giving, as applicable,the Governmental Unit or the Governmental Unit and the Owner written notice specifying the Termination Date, which Commerce may determine In its sole discretion. Upon such termination, Commerce shall have no responsibility to make additional Grant payments. Upon such termination, the Governmental Unit shall not expend any Grant funds(including Loan funds)without Commerce's express written authorization and shall return all unspent Grant funds to Commerce upon demand, (b). The obligations of the Rural Authority and/or Commerce to pay any amounts under this Grant Agreement are contingent upon the availability and continuation of funds for such purpose. If funds for the Grant(and therefore the Loan)become unavailable, the Governmental Unit agrees that Commerce has the right to terminate this Grant Agreement and/or the LBC by giving written notice specifying the Termination Date, which Commerce shall determine In its sole discretion, Upon such termination,the State shall have no responsibility to make additional Grant payments. Further,upon such termination,the Governmental Unit shall not expend any Grant funds(including Loan funds) without Commerce's express written authorization and shall return all unspent Grant funds to Commerce upon demand. 11, Liabilities and Loss. Tha Governmental Unit hereby agrees to release,indemnify and hold harmless the State(including, without limitation,the Rural Authority and Commerce),and their respective members,officers,directors, employees,agents and attorneys(together,the "Indemnified Parties"), from any claims of third parties(including,without limitation,the Owner and the Business) arising out of any act or omission of the Governmental Unit or any third party(including,without limitation, the Owner and the Business) in connection with the performance of this Grant Agreement,the LBC or the Project,and for all losses arising from their implementation. Without limiting the foregoing, the Governmental Unit hereby releases the Indemnified Parties from, and agrees that such Indemnified Parties are not liable for, and agrees to indemnify and hold harmless the Indemnified Parties against, any and all liability or loss,cost or expense, including, without limitation,reasonable Grant Agreement-6 i I I i i 22 I Plural Economic Development Grant Agreement,Private Owner � BUILDING REUSE PROGRAM—Revision#3 2020.029-3201-2587 i attorneys' fees, fines,penalties and civil judgments,resulting from or arising out of or in connection with or pertaining to, any loss or damage to property or any injury to or death of any person occurring in connection with the Project;or resulting from any defect in the fixtures, machinery,equipment or other property used in connection with the Project or arising out of,pertaining to,or having any connection with, the Project or the financing thereof(whether arising out of acts, omissions, or negligence of the Governmental Unit or of any third party(including, without limitation,the Owner and the Business),or of any of their agents,contractors, servants, employees, licensees, lessees,or assignees),including any claims and losses accruing to or resulting from any and all subcontractors,material men,laborers and any other person, firm or corporation furnishing or supplying work, services,materials or supplies in connection with the Project. 1 12. Governmental Unit Representations and Warranties. The Governmental Unit hereby represents and warrants that; (a). The execution and delivery of this Grant Agreement have been duly authorized by all necessary Governmental Unit action and are not in contravention of law or in j contravention of the provisions of any indenture agreement or undertaking to which the Governmental Unit is a party or by which it is bound. (b). There is no action,suit proceeding,or investigation at law or in equity or before any court, public board or body pending, or to the knowledge of the Governmental Unit, threatened against or affecting it, the Owner or the Business, that could or might adversely affect the Project or any of the transactions contemplated by this Grant Agreement or the validity or enforceability of this Grant Agreement or the abilities of the Governmental Unit or the Owner to discharge their obligations under this Grant Agreement. If it is subsequently found that an action,suit, proceeding,or investigation did or could threaten or affect the development of the Project, the Governmental Unit shall be liable to Commerce for repayment of the entire amount of the Grant and this Grant Agreement may be terminated by Commerce effective upon notice. (c). No consent or approval is necessary from any governmental authority as a condition to the execution and delivery of this Grant Agreement by the Governmental Unit or the performance of any of its obligations hereunder,or all such requisite governmental consents or approvals have been obtained. The Governmental Unit shall provide Commerce with evidence of the existence of any such necessary consents or approvals at the time of the execution of this Grant Agreement. (d). The Governmental Unit is solvent. (e). A cash match grant, loan or other funding("Cash Match")equal to the amount of the Loan shall have been unconditionally committed to the Project. The Governmental Unit shall have procured and contributed at least five percent(5%)of this Cash Match,but no part of this 5%contribution can have derived,either directly or indirectly, from any other State or federal source, All Cash Match funds shall be utilized exclusively for the purpose of the Project,and there shall be no improper expenditures of Cash Match funds, All Cash Match funds shall be expended prior to or simultaneously with and at the same rate as the Owner's expenditure of Loan Grant Agreement-7 i 23 i i Rural Economic Development Grant Agreement,Private Owner i BUILDING REUSE PROGRAM—Revision 43 2020-025-3201.2587 funds. (f), Upon the Governmental Unit's reasonable inquiry of and receipt of supporting evidence from the Owner, both the Owner and any Business are duly authorized to do business under North Carolina law and are not delinquent on any federal, state or local taxes,licenses or fees. 13, Cessatioru Termination, Bankruptcy,Dissolution or Insolvency, (a), Under the LBC, the Owner agrees at all times to preserve its legal existence,except that it may merge or consolidate with or Into,or sell all or substantially all of its assets to,any entity that expressly undertakes,assumes for itself and agrees in writing to be bound by all of the obligations and undertakings of the Owner contained in the LBC. If the Owner so merges,consolidates or sells its assets without such an undertaking being provided, it agrees in the LBC to repay to the Governmental Unit or Commerce,upon request and as directed, all unspent Loan funds, Further, a merger, consolidation or sale without such an undertaking shall constitute a material default under the LBC,and the Governmental Unit or Commerce may terminate the i LBC upon written notice to the Owner and hold the Owner liable for any other repayment provided for under the LBC, (b), Other than as provided for in Paragraph 13(a)above, if the Owner or any Business ceases to do business or becomes the subject of any bankruptcy,dissolution or insolvency proceeding prior to the Termination Date, it shall be the sole responsibility of the Governmental Unit to(i)immediately notify Commerce and(ii)pursue any claim for Grant funds owed the State by the Owner or Business, including in any legal proceeding,to obtain the maximum payment allowed by law. To the extent the Governmental Unit fails to pursue repayment of the Grant funds in such a proceeding and obtain the maximum payment allowed by law, and without limitation, the Governmental Unit shall be liable to Commerce for all amounts that should have been awarded to the Unit in the proceeding if it had taken the necessary action (notwithstanding whether such amounts would have actually been paid by the Owner or Business). Alternatively,without limitation, if the Governmental Unit fails to pursue repayment of the Grant funds in such a proceeding and Commerce elects to do so instead,the Governmental Unit is responsible and agrees to reimburse Commerce for all legal costs and reasonable attorneys' fees that Commerce incurs in pursuing repayment. (c). If the Governmental Unit fails to provide Commerce notice of the Owner or any Business ceasing to do business or becoming the subject of any bankruptcy, dissolution or insolvency proceeding prior to the Termination Date, it shall constitute a material default under this Grant Agreement, If there is such a cessation or such a proceeding,Commerce may terminate the Grant Agreement upon written notice to the Governmental Unit. If there is such a cessation or such a proceeding, the Governmental Unit agrees that Commerce has the right to terminate this Grant Agreement and/or the LBC by giving,as applicable,the Governmental Unit or the Governmental Unit and the Owner written notice specifying the Termination Date, which Commerce may determine in its sole discretion, Upon such termination, the Grant Agreement-8 i I i I i i i i 24 i Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM—Revision#3 2020-025-3201-2587 1 Governmental Unit, the Owner and any Business shall not expend any Grant or Loan I funds without Commerce's express written authorization and shall return all unspent Grant or Loan funds to Commerce upon demand and if permissible under applicable bankruptcy,dissolution or insolvency law. 14. Additional Repayment Reuirements and Remedies. (a). The repayment requirements and remedies addressed in this Paragraph 14 are in addition to those repayment requirements and other remedies set forth elsewhere in this Grant Agreement,including the requirements to repay unspent Grant funds. No remedy conferred or reserved by or to the State is intended to be exclusive of any other available remedy or remedies,but each and every such remedy shall be cumulative and shall be in addition to every other remedy provided for in this Grant Agreement,or now or hereinafter existing at law, in equity,or by statute,and any such right or power may be exercised from time to time and as often as may be deemed expedient. (b). if there is a breach of any of the requirements,covenants or agreements in this Grant 1 Agreement or the LBC,or if there are any representations or warranties which are untrue as to a material fact in this Grant Agreement,the LBC or in relation to the LBC or the Project(including the performance thereof),the Governmental Unit agrees that Commerce has the sole discretion to require repayment from:the Governmental Unit of an amount of Grant funds to be determined in Commerce's sole discretion but not to exceed the amount of Grant funds the Governmental Unit has already received under this Grant Agreement, Such requirements,covenants or agreements include but are not limited to Paragraphs 1,2(a),4, 10(a), 12 and 13 of this Grant Agreement and include but are not limited to the creation and retention of the New Jobs and the retention of the Baseline Number of jobs under the LBC. 15. No Waiver by the State. Failure of the State(including,without limitation,the Rural Authority and Commerce)at any time to require performance of any term or provision of this Grant Agreement or the LBC shall in no manner affect the rights of the State at a later date to enforce the same or to enforce any future compliance with or performance of any of the terms or provisions hereof, No waiver of the State of any condition or the breach of any term,provision or representation contained in this Grant Agreement or the LBC,whether by conduct or otherwise, in any one or more instances,shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of that or any other term,provision or representation. I 16. Waiver of Objections to Timeliness of Legal Action, The Governmental Unit knowingly waives any objections it has or may have to timeliness of any legal action(including any administrative petition or civil action)by the State(including, without limitation,the Rural Authority or Commerce)to enforce its rights under this Grant Agreement. This waiver includes any objections the Governmental Unit may possess based on the statutes of limitations or repose and the doctrines of estoppel or laches. Grant Agreement-9 i 25 Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM—Revision#3 2020-02$-3201-2587 17. Force Maieure, If(a)during the term of this Grant the real or personal property located on or constituting the Property suffers damage or destruction caused by acts of God, fires, floods,storms, insurrection, riots,acts of the public enemy, national catastrophe,or similar unexpected events, (b)such damage or destruction was not principally caused by the negligence, willful misconduct or violation of applicable law by the Owner, (c) the Owner uses reasonable efforts to repair, or to work around,such damage or destruction reasonably promptly,and(d)as a direct result of such damage or destruction the Owner cannot satisfy the requirements and obligations of Sections 3 of the LBC as and when the LBC requires, then the Owner will be entitled to an extension of time not to exceed sixty(60)days to satisfy the requirements and obligations of Section 3 of the LBC;provided that the Governmental Unit in its sole discretion with respect to the obligations it is owed by the Owner,may elect to extend that sixty day period to give the Owner additional time to satisfy those requirements. I 18. Special Provisions and Conditions, I (a). Non-discrimination, The Governmental Unit agrees not to discriminate by reason of age,race, religion,color,sex,national origin or disability related to the activities of this Grant Agreement. (b), Conflict of Interest, The Governmental Unit shall adopt and keep on file, along with the executed copies of this Grant Agreement,a copy of its policy and any ordinance i or resolution it has adopted addressing conflicts of interest that may arise involving the members of the Governmental Unit's governing body and/or any of its employees or officers involved in the Grant,the LBC or the Project, Such policy,ordinance or resolution shall address situations in which any of these individuals may directly or indirectly benefit,other than through receipt of their normal compensation in their capacities as the Governmental Unit's employees,officers or members of its governing body, from the Grant,the LBC or Project,and shall include actions to be j taken by the Unit or the individual,or both,to avoid conflicts of interest and the appearance of impropriety. Additionally,the Governmental Unit certifies that, as of the date it executes this Grant Agreement, no such individuals have such a conflict of interest or will directly or indirectly benefit,except in the capacities described above, from the Grant, LBC or Project Throughout the duration of this Grant Agreement, the LBC and the Project, the Governmental Unit has the duty to promptly inform Commerce of any such conflict of interest or direct or indirect benefit of which it becomes aware. (c). Compliance with Laws. The Governmental Unit shall at all times observe and comply with all laws, regulations,codes,rules,ordinances and other requirements (together,"Laws")of the state, federal and local governments which may in any manner affect the performance of the Grant Agreement,the LBC or the Project, (d), Non-Assignability,The Governmental Unit shall not assign or transfer any interest in the Agreement without the prior written consent of Commerce;provided, however, that claims for money due to Governmental Unit from Commerce under this Agreement may be assigned to any commercial bank or other financial institution Grant Agreement-10 3 I i 26 Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM—Revision#3 2020-025-3201-2587 without such approval, (e). Personnel,The Governmental Unit represents that it has,or will secure at its own expense,all personnel required to monitor,carry out and perform the scope of services of this Agreement. Such employees shall not be employees of Commerce. Such personnel shall be fully qualified and shall be authorized under state and local law to perform such services, 19, otice. All notices required or permitted to be delivered hereunder and all communications in respect hereof shall be in writing and shall be deemed given when personally delivered or when deposited in the United States mails,certified,return receipt requested, first class, postage prepaid and addressed as follows: If to the Rural Authority or Commerce; Attn., Hazel Edmond Program Manager North Carolina Department of Commerce Rural Economic Development Division 301 North Wilmington Street 4346 Mail Service Center Raleigh,North Carolina 27699-4346 If to the Governmental Unit; Attn: The Honorable Penny Rich Chair Orange County PO Box 8181 Hillsborough,NC 27278-8181 or addressed to such other address or to the attention of such other individual as Commerce or the Governmental Unit shall have specified in a notice delivered pursuant to this subsection, Grant Agreamont- I 1 i 27 Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM—Revision#3 2020-025•3201-2587 20, Entire Agreement, This Grant Agreement supersedes all prior agreements between or among the Rural Authority and/or Commerce and the Governmental Unit with regard to the Project and expresses their entire understanding with respect to the transactions contemplated herein,and shall not be amended,modified or altered except pursuant to a writing signed by both Commerce and the Governmental Unit, 21, Execution. This Grant Agreement may be executed in one or more counterparts, each of which,when executed,shall be deemed an original, and such counterparts,together,shall constitute one and the same Grant Agreement which shall be sufficiently evidenced by one of such original counterparts. 22. Construction. This Grant Agreement shall be construed and governed by the laws of the State of North Carolina. 23. Severability, Each provision of this Grant Agreement is intended to be severable and, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect or impair any other provision of this Grant Agreement, but this Grant Agreement shall be construed as if such invalid,illegal or unenforceable provision had not been contained herein. i i i Grant Agrcement.12 1 1 28 1 Rural Economic Development Grant Agreement,Private Owner BUILDING REUSE PROGRAM--Revision 43 2020-025•3201.2587 j 24. Acceptance. If the Govertunental Unit agrees to the Grant conditions as stated,please return the executed documents specified in Paragraph 1(a), This Grant may be withdrawn if Commerce has not received such documents within thirty(30)days from the date of the cover letter from Commerce to the Governmental accompanying this Grant Agreement and its Exhibits. IN WITNESSETH WHEREOF, the parties hereto have executed this Grant Agreement as of the date first above written, Orange County Signature; Printed Name: S Title; �.+ "�'a t' x Date; North Carolina Department of Commerce Signature: [SEAL) Printed Name: Kenny.Flowers 'title: Assistant Secretary for Rural Economic Development Date: 5/4/2020 Grant Agreement- 13 i i 29 BUILDING REUSE PROGRAM-Existing Business Building 2020-025•3201-2667 Orange County ABB,Inc/Project Clear Blue Sky—Revision 93 EXHIBIT A SCOPE OF PROJECT Summary:The project will support the expansion of a building located at 6801 Industrial Drive in Mebane,The building was constructed in 1971.ABB,Inc,and Industrial Connections&Solutions,LLC are companies that specializes in the electrification business offering a wide-range of products,digital solutions and services,from substation to socket,enabling safe and sustainable electrification. This project received a JDIG award. EXHIBIT B PAYMENT SCHEDULE Eligible Expenditures: Vacant Building Category: within the existing building fogtprint Existing Business Building Category:within the existing building and/or additions Rural Health Care Category:within the existing building,additions and/or new con, ruction Eligible costs under all funding categories include,but are not limited to:materials and labor to install HVAC,electrical, plumbing,fire alarm/suppression systems,"rocifing,flooring,carpentry,drywall,paint,etc.This is not an exhaustive list; grantees should contact the Rural Development Division for questions about whether a speeific expense is eligible under the program. i The following costs are specifically prohibited under the program and may not be submitted for reimbursement or the matching funds requirement:building purchase,architectural costs,engineering costs,permit fees,surveys,legal fees, machinery&equipment,telephone hardware and software,computer hardware and software,furnishings,paving,fencing, kitchen equipment,refrigeration equipment,etc,This is not an exhaustive list;grantees should contact the Rural Development Division for questions about whether a specific expense is eligible under the program. Any company in which any project partner has an ownership or management interest in may act as a contractor for the renovation project only if the company holds a valid NC General Contractors license.The relationship must have been disclosed to the Rural Development Division and a copy of the company's license must have been included in the application. Licensed contracting companies owned or operated by any project partner that are used in the renovation project will be required to submit original Invoices from the provider for all labor,materials,services and subcontracted work plus proof that those invoices have been paid in fall. Reimbursement Requirements: The Department of Commerce will reimburse 50%of eligible expenditures up to the total grant amount upon receipt of the following: 1, A completed financial request form, 2. Evidence that the 5%local government match has been satisfied(first payment request), 3. Copies of eligible project invoices that support the request amount, 4. Evidence that the invoices submitted for reimbursement have been aid•i ,Evidence may Include copies cleared checks,wire transferor ACH receipts,and/or credit card receipts.Invoices paid with cash and those not paid In full will not be reimbursed,and 5, Satisfaction of reporting requirements according to Exhibit C below, Eligible expenditures may not be incurred prior to the effective date or subsequent to the termination date of the grant. Payments are subject to the availability of funds, i i 1 i i I i 30 BUILDING REUSE PROGRAM Existing Business Building 2020-025-3201.2567 Orange County ABB,Inc/Project Clear Blue Sky—Revision#3 i EXHIBIT C REPORTING SCHEDULE Progress reports are duo on January I51'and July 150"for each yearthat the grant remains open. The final report and job verification documentation are due at the time of project completion or no later than 30 days after the grant end-date,whichever is sooner, The reporting schedule remains In effect for the duration of the grant Including time extensions, Failure to submit progress reports as required: 1. Will result in non-payment of payment requests, 2. Can result in the immediate termination of the grant, 3. Can result In the demand for immediate repayment of any funds paid by The Department of Commerce,and 4. Will negatively impact the grantee's eligibility for future Commerce grants, EXHIBIT D JOB VERIFICATION AND CLOSE OUT REQUIREMENTS i Building Reuse and Rural Health Care loans are eligible for forgiveness once the creation and maintenance of the full-time jobs committed for the project,as well as,all reporting requirements are approved by Commerce,Below are the requ irements and procedure for approval, Job Verification To be considered eligible,a full-time job must be filled with one employee who works at least 35 hours per week and is paid at least minimum wage,Part-time, full-time equivalents,or contracticonsulting positions are not eligible. Grantees should submit the following as evidence of Job creation and maintenance: 1. Job Certification Form—both the grantee and the participating business are required to complete respective sections of this form that attests to the creation of the number of jobs full-time jobs committed to receive the grant, The form must be signed by the authorized representatives of the local government grantee and the participating business. 2. NCUI 101 Forms—The grantee should submit copies of each company's Emp/gyer s Ouarterltl Tae and lf'age Report (NCUI 101 forms)that have been submitted to the North Carolina Employment Security Commission according to the requirements below, • NCUI 101 Forms should be submitted to Commerce. • The forms must include the appropriate number of quarters to show that the company maintained the required employment level for six-consecutive months, • The employment level reported must meet or exceed the baseline number of employees reported at the time of the application plus the number of new,full-time jobs committed for the grant. • The jobs created and the baseline must be maintained concurrently during the same six-month period, • If the NCUI 101 forms Include employees from other locations in North Carolina,the names of the employees working in the grant funded project facility should be highlighted,and a multi-site report should be provided, • If the NCUI 101 forms include both full and part-time employees an"P'should be written next to the name of each full-time employee and a"p"should be written next to the name of each part-time employee, 3. Final Report--the grantee must submit the Final Report Form that describes the activities and outcomes of the project. 4. photos—the grantee must submit digital photos that show a variety of views of the completed project. All forms,including reporting and request for payment,can be found on the Commerce website at lutn://www.nccommerce,comfran Email completed forms and reports to raor parts rr nccommcrcacom, I 31 _ l Rural Economic Development Loan Agreement and EXHIBIT E Legally Binding Commitment, Private Owner BUILDING REUSE PROGRAM—Revision#3 2020-025- 201.2587 Orange County(the"Governmental Unit")enters into this Loan Agreement and Legally Binding Commitment(the"LBC," including the"Loan,"defined below with Industrial Connections &Solutions,LLC(the"Owner"and,together with the Governmental Unit, the "Parties"). WHEREAS,pursuant to N.C.G,S. §§143B•472.127 and,128, the North Carolina Rural Infrastructure Authority (the"Rural Authority")of the State of North Carolina("State")has awarded a grant(the"Grant')to the Governmental Unit,and the North Carolina Department of Commerce("Commerce"),an agency of the State,will administer the Grant; and WHEREAS,the Grant is memorialized in an agreement(the"Grant Agreement") between Commerce and the Governmental Unit, and the Grant Agreement includes Exhibit A (Scope of Project),Exhibit B (Payment Schedule), Exhibit C(Reporting Schedule), Exhibit D (Closeout Schedule/Job Requirements), Exhibit E(this LBC,which incorporates by reference the Grant Agreement and its other Exhibits),Exhibit F(Promissory Note)and Exhibit G (Waiver of Confidentiality("Waiver")),- and WHEREAS,without limitation, the Rural Authority awarded the Grant: (1) based on the application filed by the Governmental Unit and any subsequent materials supporting the application that have been approved of by Commerce in writing, all of which are incorporated into the Grant Agreement by reference;(2)based on the representation in the application that the Owner owns certain real property located at: 6801 Industrial Drive Mebane,NC 27302 in Orange County,North Carolina(the"Property");(3) based on Commerce's Grant requirements and guidelines, which are incorporated herein and which may be amended, modified or supplemented and applied accordingly to the Grant Agreement and this LBC by Commerce in its sole discretion; and for(4)the creation and retention of certain jobs in the course of completing certain renovations/construction work at the Property(altogether, the "Project,"as summarized in Exhibit A to this Grant Agreement); and WHEREAS,the Governmental Unit and the Owner are required to enter into this LBC as a condition of the Governmental Unit loaning the Grant funds to the Owner, NOW,THEREFORE, in consideration of the mutual promises and such other valuable consideration set out herein,the Parties mutually agree to the following terms and conditions: 1, Third-Party Beneficiary. The Parties agree that the State(including, without limitation, Commerce and the Rural Authority) is an intended third-party beneficiary of this LBC (including the Loan)and may,at its option,enforce the terms of this LBC or appear as a party in any litigation concerning the LBC, a s Legally Binding Commitment- I i i i 32 Rural Economic Development Loan Agreement and EXHIBIT E Legally Binding Commitment,Private Owner 2020.02S-3Z01-2587 BUILDING REUSE PROGRAM—Revision#3 2. Loan. (a) The Governmental Unit hereby loans to the Owner the sum of$500,000,00(the "Loan"),which consists entirely of State Grant funds, to fund the Project. Exhibit A to the Grant Agreement refers to the entity(or entities,as applicable)required to create and maintain certain full-time new jobs, as defined in Paragraph 3(a),to complete the Project under this LBC as the"Company,"the "Employer"and the "Business"(together and hereinafter, the"Business"). The Owner specifically acknowledges that: it must repay the Loan in accordance with the terms of this LBC if the Business does not create and maintain the new jobs required by Paragraph 3(a) below; and as evidence of its obligation to repay the Loan,the Owner has executed the Promissory Note,Exhibit F to the Grant Agreement,which the Owner represents, acknowledges and agrees has been signed by every individual or entity that has any ownership interest In the Property and is fully binding on the Owner. (b). As conditions of receiving the Loan: i. The highest elected official of the Governmental Unit and a duly authorized representative of the Owner shall execute two originals of the LBC in its exact form(unless Commerce approves of a change to its terms in writing), and the Governmental Unit shall return one such original to Commerce; i ii, Every individual or entity that has any ownership interest in the Property shall execute two originals of the Promissory Note in its exact form,and the Governmental Unit shall return one such original to Commerce; and III. The Owner and the Governmental Unit shall ensure that an authorized representative of each Business executes a Waiver,Exhibit Q to the Grant Agreement, and the Governmental Unit shall forward the original of any such Waiver to Commerce. (c). The Owner hereby represents and warrants that all Loan funds shall be utilized exclusively for the purpose of the Project and that it shall not make or approve of any improper expenditures of Loan funds. 3. New Job Creation. Maintenance of New Jobs and Baseline Number of lobs and Verification, (a). New Job Creation and Maintenance of New Jobs and Baseline Number of Jobs. A "New Job"shall mean a full-time job(consisting of at least 35 hours per week of employment and eligibility for all benefits generally available for full-time employees j of the Business)which is with the Business, is located in North Carolina,has a wage at least equal to the minimum wage, is created and maintained by the Business in order to complete the Project and is over and above the 1,222 full-time jobs in North Carolina("Baseline Number") that the Business reported having at the time of the application for the Project, The Owner agrees that the Business shall be required to create and maintain In existence for six(6)consecutive months 378 New Jobs prior to the Termination Date,unless this term is extended pursuant to Paragraph 5. Separate and apart from these New Jobs,the Owner agrees that the Business shall be required to maintain in existence its Baseline Number of jobs for as long as it takes the Business to create and maintain its required number of New Jobs. (b). Verification. When the New Jobs required by Paragraph 3(a)have been created and maintained for six(6)consecutive months,the Owner shall notify the Governmental Legally Binding Commitment-2 33 Rural Economic Development Loan Agreement and EXHIBIT E Legally Binding Commitment, Private Owner 2pzo-oz5-s2p1-2587 BUILDING REUSE PROGRAM—Revision#3 Unit so that it and/or Commerce can verify their creation and maintenance, as well as the maintenance of the Baseline Number of jabs and the satisfaction of all other conditions and terms of this LBC and the Project, The Owner shall cause any Business to provide to the Governmental Unit and Commerce, or their respective designees, full and complete access to all records of the Business necessary to verify the number and types of jobs created and maintained,the wages paid to employees and all other conditions and terms of this LBC and the Project, Failure of any Business to provide such access upon request shall constitute a material default by the Owner under the terms of this LBC and,in the sole discretion of the Governmental Unit and/or Commerce,may subject the Owner to repayment in an amount calculated under Paragraph 13 below, 4. Changes in the Project or Other Conditions. (a). A"Project Change" is any material alteration, addition,deletion or expansion of the Project, including(without limitation)material changes to construction or rehabilitation,the terms or conditions of the loan under the LBC, the required number of New Jobs, the matching investment in the Project, any cessation of business by the Owner or any Business and any filing of bankruptcy by the Owner or any Business, There shall be no Project Changes unless expressly approved of by Commerce and the Governmental Unit in a separate,prior written agreement stating,if applicable, the costs and schedule for completing the Project Change. (b). Additionally,the Owner shall immediately notify the Governmental Unit of any change in conditions or local law,or any other event,which may significantly affect the ability of it or any Business to perform the LBC or the Project. In their sole discretion, the Governmental Unit or Commerce may deem such a change in conditions, local law or other event to constitute a Project Change. S. Term of LBC. The effective period of this LBC shall commence 10/17/2019("Effective Date")and shall terminate 12/31/2022 unless terminated on an earlier date under the terms of this LBC(either one of which dates shall constitute the"Termination Date")or unless extended for an express term in writing by the Governmental Unit, 6. Independent Status of the Governmental Unit. (a), The State(including,without limitation,the Rural Authority and Commerce)and the Governmental Unit are independent entities from one another and from the Owner and any third party(including,without limitation,any Business). The Grant Agreement,the LBC, the Project and any actions taken pursuant to them shall not be deemed to create a partnership or joint venture between the State and the Governmental Unit or between or among either of them and the Owner or any third party(including,without limitation, any Business). Nor shall the Grant Agreement, the LBC or the Project be construed to make any employees, agents or members of the Owner or any third party(including,without limitation, any Business) into employees,agents, members or officials of the Governmental Unit or the State or to make employees, agents,members or officials of the Governmental Unit into employees,agents,members or officials of the State. Neither the Owner nor any third parry(including,without limitation, any Business)shall have the ability to bind the Legally Binding Commitment-3 j i 34 Rural Economic Development Loan Agreement and EXHIBIT E Legally Binding Commitment,Private Owner BUILDING REUSE PROGRAM--Revision#3 zazo-o25-3zo1-z587 Governmental Unit or the State to any agreement for payment of goods or services or represent to any person that they have such ability, Nor shall the Governmental Unit have the ability to bind the State to any agreement for payment of goods or services or represent to any person that it has such ability, (b). The Owner and any third parry(including,without limitation,any Business)shall be responsible for payment of all their expenses, including rent,office expenses and all forms of compensation to their employees, The Owner and any third parties (including,without limitation, any Business)shall provide worker's compensation insurance to the extent required for their operations and shall accept full responsibility for payments of unemployment tax or compensation, social security, income taxes, and any other charges, taxes or payroll deductions required by law in connection with their operations, for themselves and their employees who are performing work pursuant to this LBC or the Project. All expenses incurred by the Owner or any third party(including,without limitation,any Business)are their sole responsibilities,and neither the Governmental Unit nor the State(including, without limitation,Commerce and the Rural Authority)shall be liable for the payment of any obligations incurred in i the performance of the Project. 7, Proiect Records. (a). The Owner shall maintain and cause any Business to maintain full, accurate and verifiable financial records, supporting documents and all other pertinent data for the Project in such a manner as to clearly identify and document the expenditure of the State funds provided under this LBC separate from accounts for other awards, monetary contributions or other revenue sources for this Project. (b). The Owner shall retain and cause any Business to retain all financial records, supporting documents and all other pertinent records related to this LBC,the Loan and the Project for a period of five(5)years from the Termination Date, In the event such records are audited,all such records shall be retained beyond the five-year period until the audit is concluded and any and all audit findings have been resolved, 8. Monitoring..Reports and Auditing, The Owner agrees to generate and to cause any Business to generate such reports regarding the LBC or the Project as may be requested by the Governmental Unit or the State(including,without limitation,the Rural Authority or Commerce)in such form as they may request, including after the Termination Date. The Owner further grants and shall cause any Business to grant the Governmental Unit or the State(including any of its agencies,commissions or departments such as Commerce, the North Carolina State Auditor and the North Carolina Office of State Budget and Management) and any of their authorized representatives,at all reasonable times and as often as necessary(including after the Termination Date), access to and the right to inspect, copy,monitor and examine all of the books,papers, records and other documents relating to the LBC or the Project, In addition,the Owner agrees to comply and to cause any Business to comply at any time, including after the Termination Date,with any requests by the State(including,without limitation, the Rural Authority or Commerce) for other financial and organizational materials to permit the State to comply with its fiscal monitoring responsibilities or to evaluate the short-and long-range impact of its programs. Legally Binding Commitment-4 i 35 Rural Economic Development Loan Agreement and EXHIBIT E Legally Binding Commitment, Private Owner 2020-025-3201-2587 BUILDING REUSE PROGRAM—Revision#3 9. Termination:Availability of Funds. (a). If the Owner fails to fulfill in a timely and proper manner its obligations or violates any of its covenants or stipulations under the LBC or if any Business fails to fulfill those requirements applicable to it in the LBC,the Owner agrees that the Governmental Unit or Commerce has the right to terminate the LBC by giving the Owner written notice specifying the Termination Date, which shall be determined by the Governmental Unit or Commerce in their sole discretion. Upon such termination, neither the State nor the Governmental Unit shall have any responsibility to make Loan payments, Further, upon such termination,the Owner shall not expend any Loan funds without the express written authorization of the Governmental Unit and Commerce and shall return all unspent Loan funds to either the Governmental Unit or Commerce,upon request and as directed. (b). If the Governmental Unit fails to fulfill in a timely and proper manner its obligations or violates any of the covenants or stipulations under its Grant Agreement with Commerce, the Owner agrees that Commerce has the right to terminate its Grant Agreement with the Governmental Unit and/or terminate this LBC by giving, as applicable,the Governmental Unit or the Governmental Unit and the Owner written notice specifying the Termination Date,which Commerce may determine in its sole discretion. Upon such termination,neither the State nor the Governmental Unit shall have any responsibility to make Loan payments, Further,upon such termination,the Owner shall not expend any Loan funds without the express written authorization of the Governmental Unit and Commerce and shall return all unspent Loan funds to either the Governmental Unit or Commerce,upon request and as directed. (c). The obligations of the Rural Authority and/or Commerce to pay any Grant funds to the Governmental Unit and for the Governmental Unit to pay any Loan amounts to the Owner under this LBC are contingent upon the availability and continuation of funds for such purpose. If funds for the Grant and therefore the Loan become unavailable,the Owner agrees that either Commerce or the Govertunental Unit has the right to terminate this LBC by giving written notice specifying the Termination Date,which either the Governmental Unit or Commerce may determine in their sole discretion, Upon such termination,neither the State nor the Governmental Unit shall have any responsibility to make Loan payments. Further,upon such termination, the Owner shall not expend any Loan funds without the express written authorization of the Governmental Unit and Commerce and shall return all unspent Loan funds to the Governmental Unit or Commerce,upon demand and as directed. 10, Liabilities and Loss, The Owner hereby agrees to release,indemnify and hold harmless the Governmental Unit and the State(including the Rural Authority and Commerce),and their respective members,officers,directors, employees,agents and attorneys(hereinafter collectively referred to as"Indemnified Parties"), from any claims of third parties (including, without limitation,any Business)arising out of any act or omission of the Owner or any third party(including, without limitation,any Business) in connection with the performance of this LBC or the Project,and for all losses arising from implementation of this LBC or the Project. Without limiting the foregoing,the Owner hereby releases the Indemnified Parties from,and agrees that such Indemnified Parties are not liable for,and agrees to indemnity and hold harmless the Indemnified Parties against,any and all liability Legally Binding Commitment-5 I i i 36 i Rural Economic Development Loan Agreement and EXHIBIT E j Legally Binding Commitment, Private Owner 2020-025-3201-2587 BUILDING REUSE PROGRAM—Revision#3 i or loss, cost or expense, including,without limitation,reasonable attorneys' fees, fines, j penalties and civil judgments,resulting from or arising out of or in connection with or i pertaining to,any loss or damage to property or any injury to or death of any person occurring in connection with the Project,or resulting from any defect in the fixtures, machinery,equipment or other property used in connection with the Project or arising out of,pertaining to,or having any connection with,the Project or the financing thereof (whether or not arising out of acts,omissions or negligence of the Owner or of any third party(including,without limitation, any Business),or of any of their agents, contractors, servants, employees, licensees, lessees,or assignees), including any claims and losses accruing to or resulting from any and all subcontractors, material men, laborers and any other person, firm or corporation furnishing or supplying work,services, materials or supplies in connection with the Project. 11. Owner Representations and Warranties. The Owner hereby represents and warrants that: (a). The Owner and every Business are duly authorized to do business under North Carolina law and are not delinquent on any federal,state or local taxes,licenses or fees. (b). This LBC has been entered into and executed on behalf of the Owner by an individual with full actual and apparent authority to bind the Owner to the terms hereto,and the execution and delivery of this LBC have been duly authorized by all necessary action, and are not in contravention of law nor in contravention of any certificate of authority,bylaws or other applicable organizational documents of the Owner,nor are they in contravention of the provisions of any indenture,agreement or undertaking to which the Owner is a party or by which it is bound. (c), The Promissory Note has been executed by every individual or entity that has any ownership interest in the Property and is fully binding on the Owner. (d). There is no action,suit,proceeding or investigation at law or in equity before any court,public board or body pending, or,to the Owner's knowledge,threatened against or affecting the Owner,that could or might adversely affect the Project, the creation of the New Jobs or any of the transactions contemplated by this LBC,or the i validity or enforceability of this LBC or the Owner's ability to discharge its obligations under this LBC, i (e), Upon the Owner's reasonable Inquiry of any Business,there is no action,suit, proceeding or investigation at law or in equity before any court,public board or body pending,threatened against or affecting any Business that could or might adversely affect the Project, the creation of the Jobs or any of the transactions contemplated by this LBC or the validity or enforceability of this LBC or the ability of any Business to create the Jobs specified herein, {f). No consent or approval is necessary from any governmental authority as a condition to the execution and delivery of this LBC by the Owner or the performance of any of its obligations hereunder, or else all such requisite governmental consents or approvals have been obtained. The Owner shall provide the Governmental Unit or Commerce with evidence of the existence of any such necessary consents or approvals at the time of the execution of this LBC, (g), The Owner is solvent and has Inquired of and received reasonable evidence from any Business of the solvency of that Business. Legally Binding Commitment-6 37 i Rural Economic Development Loan Agreement and EXHIBIT E 1 Legally Binding Commitment, Private Owner 2oZ0.025-32o1•Z507 BUILDING REUSE PROGRAM—Revision#3 (h). A cash match grant, loan or other funding("Cash Match")equal to the amount of the Loan shall have been unconditionally committed to the Project, The Governmental Unit shall have procured and contributed at least five percent(5%)of this Cash Match, but no part of this 5%contribution can have derived, either directly or indirectly, from any other State or federal source.The Owner hereby represents and warrants that all Cash Match funds shall be utilized exclusively for the purpose of the Project and that it shall not make or approve of improper expenditures of Cash Match funds. The Owner shall expend all Cash Match funds prior to or simultaneously with and at the same rate as its expenditure of Loan funds. 12. Cessationaermination, Bankruptcy. Dissolution or lnsolvency. (a). The Owner shall at all times preserve its legal existence, except that it may merge or consolidate with or into or sell all or substantially all of its assets to any entity that expressly undertakes,assumes for itself and agrees in writing to be bound by all of the obligations and undertakings of the Owner contained in this LBC, If the Owner so merges,consolidates or sells its assets without such an undertaking being provided, it agrees to repay to the Governmental Unit or Commerce,upon request and as directed,all unspent Loan funds, Further,any merger,consolidation or sale without � such an undertaking shall constitute a material default under this LBC, and the Governmental Unit or Commerce may terminate the LBC upon written notice to the Owner and hold the Owner liable for any other repayment provided for under this LBC. (b). Other than as provided for in Paragraph 12(a), if the Owner or any Business ceases to do business or becomes the subject of any bankruptcy,dissolution or insolvency proceeding prior to the Termination Date,the Owner shall give the Governmental Unit immediate notice of the event,shall not expend any Loan funds without the express written authorization of the Governmental Unit and shall return all unspent Loan funds to the Governmental Unit or Commerce,upon demand and as directed and if permissible under applicable bankruptcy,dissolution or insolvency law. (c). If the Owner falls to provide the Governmental Unit notice of the Owner or any Business ceasing to do business or becoming the subject of any bankruptcy, dissolution or insolvency proceeding prior to the Termination Date, it shall constitute a material default under this LBC. If there is such a cessation or such a proceeding, the Governmental Unit or Commerce may terminate the LBC upon written notice to the Owner, Upon such termination,the Owner Shall not expend any Loan funds without the express written authorization of the Governmental Unit and shall return all unspent Loan funds to the Governmental Unit or Commerce upon demand and as directed and if permissible under applicable bankruptcy,dissolution or insolvency law. d). Notwithstanding the foregoing and wherever referred to in this LBC,"ceases to do business"shall not include(1)ceasing operations to maintain,service or upgrade real or personal property of the Owner,(2)season shutdowns of operations as long as such cessation does not exceed a total of four(4)weeks in any calendar year(excluding time attributable to an event of force majeure as described below)and(3)under the circumstances for the period of time described in Paragraph 22 below. i Legally Binding Commitment-7 i i f 38 Rural Economic Development Loan Agreement and EXHIBIT E Legally Binding Commitment,Private Owner BUILDING REUSE PROGRAM—Revision#3 2020•025-3201-2587 l 13, Additional Repayment Requirements and Remedies, (a). The repayment requirements and remedies addressed in this Paragraph 13 are in addition to those repayment requirements and other remedies set forth elsewhere in this LBC, including the requirements to repay unspent Loan funds, No remedy conferred or reserved by or to the State or the Governmental Unit is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy provided for in this LBC,or now or hereinafter existing at law, in equity,or by statute, and any such right or power may be exercised from time to time and as often as may be deemed expedient. (b), The Owner acknowledges that the Grant by the Rural Authority and the Loan by the f Governmental Unit are predicated upon the creation and maintenance of the New Jobs and maintenance of the Baseline Number of jobs required by Paragraph 3(a)and that failure to create and/or maintain them will constitute a material default of this LBC. I. If the Business fails to create and maintain such New Jobs,then the Owner shall repay to the Governmental Unit or Commerce,as directed,an amount equal to the product of(1)$1,322.75(the amount of Loan hands divided by the number of New Jobs required to be created in Paragraph 3(a)and(ii)the number of New Jobs required to be created in Paragraph 3(a),minus the number of New Jobs actually created, above the Baseline Number reported,that have been in existence for six(6)consecutive months, ii. Additionally, in the event that the Business fails to maintain its Baseline Number of jobs as required under Paragraph 3(a), the Business shall lose credit for any qualifying New Jobs under this LBC by the same number of jobs that the Baseline Number is short, For example, if the Baseline Number of jobs falls short by three(3)jobs as of the date the Business has created and maintained all required New Jobs,the number of New Jobs deemed created and maintained shall be reduced by three(3). The amount the Business must repay shall then be calculated in accordance with Paragraph 13(b)i, III. Either Commerce or the Governmental Unit shall notify the Owner in writing of the amount to be repaid and direct the Owner whether to repay such amount to the Governmental Unit for return to Commerce or repay the amount directly to Commerce. All such amounts shall be due immediately upon demand by the Governmental Unit or Commerce, If not paid within thirty(30)days following demand,the unpaid amount due hereunder and under the Promissory Note shall bear interest at the rate of 10%per annum after demand until paid. Upon default in such payment, the Governmental Unit or Commerce may employ an attorney to enforce their respective rights and remedies,and the Owner hereby agrees to pay the legal costs and reasonable attorneys' fees of the Governmental Unit and Commerce plus all other reasonable expenses incurred by such party in exercising any of its rights and remedies upon such defaults. (c), If there is a breach of any of the requirements,covenants or agreements in this LBC (including, without limitation,a failure to repay the amount required under Paragraph 13(b)within the time required),or if there are any representations or warranties which are untrue as to a material fact in this LBC or in relation to the LBC or the Project Legally Binding Commitment-8 i 39 Rural Economic Development Loan Agreement and EXHIBIT E Legally Binding Commitment, Private Owner BUILDING REUSE PROGRAM—Revision#3 zo2o-q25-3201.2587 (including the performance thereof), the Owner agrees that the Goverrunental Unit or Commerce may require repayment from the Owner of an amount of Loan funds to be determined in their sole discretion but not to exceed the amount of Loan funds the Owner has already received under this LBC. Such requirements,covenants or agreements include but are not limited to Paragraphs 2, 3,4, 9, 11 and 12 of this LBC, I 14, No Waiver by Governmental Unit or the State, Failure of the Governmental Unit or the State(including,without limitation, the Rural Authority and Commerce)at any time to require performance of any term or provision of this LBC shall in no manner affect the rights of the Governmental Unit or the State at a later date to enforce the same or to enforce any future compliance with or performance of any of the terms or provisions hereof. No waiver of the Governmental Unit or the State of any condition or the breach of any term, provision or representation contained in this LBC,whether by conduct or otherwise, in any one or more instances,shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of that or any other term,provision or representation. 15, Waiver of Objections to Timeliness of Legal Action. The Owner knowingly waives any objections it has or may have to timeliness of any legal action(including any administrative petition or civil action)by the Governmental Unit or the State(including Commerce)to enforce their rights under this LBC. This waiver includes any objections the Owner may possess based on the statutes of limitations or repose and the doctrines of estoppel or laches. 16, Special Provisions and Conditions. (a), Nondiscrimination. The Owner agrees that it will not,and will ensure that the Business will not,discriminate by reason of age,race, religion,color,sex, national origin or disability related to the activities of this LBC or the Project, (b). Compliance with Laws, The Owner shall at all times,and shall cause any Business at all times to,observe and comply with all laws,regulations,codes,rules,ordinances and other requirements(together, "Laws")of the state, federal and local governments which may in any manner affect the performance of the LBC or the Project. (c). Nan-Ass( nag bility. The Owner shall not assign or transfer any interest in the LBC without the prior written consent of the Governmental Unit and Commerce;provided however,that claims for money due to the Owner from the Governmental Unit under this LBC may be assigned to any commercial bank or other financial institution without such approval. (d). Personnel.The Owner represents that it and any Business have or will secure at their own expense all personnel required to monitor,carry out and perform the scope of services of this LBC and the Project. Such employees shall not be employees of the State(including,without limitation, the Rural Authority or Commerce) or the Governmental Unit. Such personnel shall be fully qualified and shall be authorized under state and local law to perform such services, j 17. Notice. All notices required or permitted hereunder and all communications in respect hereof shall be in writing and shall be deemed given when personally delivered or when deposited in the United States Mail,certified,return receipt requested,postage prepaid, and addressed as follows: 3 Legally Binding Commitment-9 j i { i i i i 40 Rural Economic Development Loan Agreement and EXHIBIT E Legally Binding Commitment, Private Owner BUILDING REUSE PROGRAM—Revision#3 2020-025.3201-2587 i If to the Governmental Unit: , Attn: To the Owner: Attn: or addressed to such other address or to the attention of such other individual as either party above shall specify in a notice pursuant to this subsection. 18. Entire Agreement, This LBC supersedes all prior agreements between the Governmental Unit and the Owner with regard to the Loan and the Project and expresses their entire understanding with respect to the transactions contemplated herein, and shall not be amended, modified or altered except pursuant to a writing signed by both Parties. 19. Execution. This LBC may be executed in one or more counterparts,each of which,when executed,shall be deemed an original,and all such counterparts, together, shall constitute one and the same LBC which shall be sufficiently evidenced by one of such original counterparts. 20. Construction. This LBC shall be construed and governed by the laws of the State of North Carolina. 21. Severability. Each provision of this LBC is intended to be severable and,if any provision of this LBC is held to be invalid, illegal or unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect or impair any other provision of this LBC, but this LBC shall be construed as if such invalid,illegal or unenforceable provision had not been contained herein. 22. Force Majeure. If(a)during the Grant Term the real or personal property located on or constituting the Property suffers damage or destruction caused by acts of God,fires, floods, storms, insurrection,riots,acts of the public enemy,national catastrophe,or similar unexpected events,(b)such damage or destruction was not principally caused by the negligence,willful misconduct or violation of applicable law by the Owner,(c)the Owner uses reasonable efforts Legally Binding Commitment- 10 41 1 Rural Economic Development Loan Agreement and EXHIBIT E Legally Binding Commitment, Private Owner BUILDING REUSE PROGRAM-Revision#3 soiaoz6.32ot-�sey � i to repair,or to work around,such damage or destruction reasonably promptly,and(d)as a direct result of such damage or destruction the Owner cannot satisfy the requirements and obligations of Sections 3 of this Agreement as and when this Agreement requires, then the Owner will be entitled to an extension of time not to exceed sixty(60)days to satisfy the requirements and obligations of Section 3 of this Agreement;provided that the Governmental Unit in its sole discretion with respect to the obligations it is owed by the Owner,may elect to extend that sixty day period to give the Owner additional time to satisfy those requirements, IN WITNESS WHEREOF, the parties hereto have executed this LBC as of the date first above written. oGovernmental Unit Name; Signature: Printed Name; , Title; Owner Name; aAc1 y5kt,`ak �-omkxk,qm, SL�cey-_ -d-= — Signature: S -[SEAL]. _ Printed Name: �_u S C * cLl Title: Owner Name: a-ndu,L-A 1 COMA ,olnb ; tA osnj ►-C Signature: rSEAL i i i Printed Name: y\a Q nvSca�2t i Title; c 1f ► j Legally Binding Commitment-.l t i I i 42 Promissory Note,Private Owner EXHIBIT F BUILDING REUSE PROGRAM—Revision#3 2020-025-3201.2587 For VALUE RECEIVED and subject to the terms of and secured by the Rural Economic Development Loan Agreement and Legally Binding Commitment—Private-Owner Building Reuse Program,Reference Number 2020-025-3201-2587("LBC,"which is incorporated by reference herein), the undersigned borrowers](the"Owner")jointly and severally promise[s] to pay to lender Orange County or its assigns (together,the"Governmental Unit") or to the intended third-party beneficiary of this Promissory Note,the North Carolina Department of Commerce("Commerce"),upon demand and as directed by either the Governmental Unit or Commerce,an amount of principal loan("Loan")funds under the LBC up to and including $500,000.00 Dollars but which amount shall not exceed the amount of Loan funds the Owner has actually received under the LBC,plus interest and attorney's fees as addressed below. Unless otherwise specified herein,capitalized terms in this Promissory Note shall have the same meaning as those set forth in the LBC. The Owner acknowledges and represents that: (i)the undersigned is or are the only person(s), entity or entities who or that have any ownership interests in the certain real property located at: 6801 Industrial Drive j Mebane,NC 27302 in Orange County,North Carolina(the"Property");and (11)the undersigned shall be jointly and severally liable for any and all debts secured by this Promissory Note. The Owner further acknowledges that: (i)in order for the Owner to receive the Loan,the LBC requires the Owner to complete a"Project";(ii) in order for the Owner to receive the Loan, what the LBC identifies as the"Business"must maintain certain jobs and create and maintain certain other jabs in working with the Owner to complete the Project;(III)the Loan from the Governmental Unit to the Owner under the LBC consists entirely of a grant from the State of North Carolina to the Governmental Unit,subject to certain clawback provisions; (iv)Commerce is an intended third-party beneficiary to the LBC and to this Promissory Note;and(v)the LBC specifies those circumstances in which the Governmental Unit or Commerce can terminate the LBC and require the Owner to repay an amount of Loan funds according to a formula or else in an amount to be determined in the sole discretion of the Governmental Unit or Commerce but which amount shall not exceed the amount of Loan funds the Owner has actually received under j the LBC. Upon default,the Governmental Unit and/or Commerce may employ attorneys to enforce their rights and remedies under this Promissory Note and the LBC, and the Owner agrees to pay their reasonable attorneys' fees,plus all other reasonable expenses they incur in exercising their rights and remedies upon default, The rights and remedies of the Governmental Unit and Commerce,as described in this Promissory Note and the LBC,shall be cumulative and may be pursued singly,successively or together against the Owner(including each of the undersigned), the Property,or any other funds,property or security held by the Owner for payment or security, in the sole discretion of the Governmental Unit and Commerce. The failure to exercise any such right or remedy shall not be a waiver or release of such rights or remedies or the right to exercise any of them at another time. Promissory Note- t 43 i Promissory Note, Private Owner EXHIBIT F BUILDING REUSE PROGRAM—Revision#3 2020-02"201-2687 The Owner hereby waives protest,presentment, notice of dishonor and notice of acceleration and maturity and agrees to remain bound for the payment of principal, interest and all other sums due under this Promissory Note and the LBC,notwithstanding any change or changes by way of release,surrender, exchange, modification or substitution of any security for this Promissory Note, or by way of any extension or extensions of time for the payment of principal and interest; and the Owner waives all and every kind of notice of such change or changes and agrees that the same may be made without notice of or consent to any of them, This Promissory Note may not be amended,changed or altered except in writing executed by the Owner, the Governmental Unit and Commerce, If not repaid within 30 days following demand hereunder,the Loan funds demanded by the Governmental Unit or Commerce under this Promissory Note shall bear interest at the rate of 10%per annum after demand until repaid. If either the Governmental Unit or Commerce initially demands Loan repayment from the Owner("First Demand") in an amount less than the Loan funds the Owner has actually received under the LBC but, failing to receive repayment and, in its discretion under the LBC, increases the Loan repayment demand("Second Demand") to the full amount the Owner has received under the LBC,then such interest on the difference between the First and Second Demands shall begin to accrue as of the date of the Second Demand. For example, if under the terms of the LBC, a Business engages in an improper expenditure of Loan funds,the Governmental Unit has the discretion to require in a First Demand the partial repayment of Loan funds received by the Owner. Interest will begin to accrue at 10%per annum on whatever portion of the sum is not repaid as of the 3 1"day after the First Demand. Further, if the Owner fails to repay the First Demand in full,the Governmental Unit retains the discretion under the LBC to terminate the LBC and issue a Second Demand for the full repayment by the Owner of all Loan funds. Interest will continue accruing at 10%per annum on the original principal amount still unpaid from the First Demand and,following the expiration of 30 days from the Second Demand,interest will begin to accrue at 10%per annum on the additional unpaid principal Loan amount in the Second Demand. Payment shall be made in lawful money of the United States of America via United States Mail First Class, Federal Express or UPS to the attention of the person at the address or in person at the address of the Governmental Unit or Commerce as directed in writing. This Note shall be governed by,and construed in accordance with,the laws of the State of North Carolina, i i Promissory Note-2 1 i i i i i 44 i I Promissory Note, Private Owner EXHIBIT F BUILDING REUSE PROGRAM—Revision#3 2020.026-32014587 IN WITNESS WHEREOF, the undersigned has(have)caused these presents to be executed under seal,pursuant to authority duly given, the day and year first above written, EVERY SIGNATORY BELOW EXPRESSLY REPRESENTS THAT ALL INDIVUDALS OR ENTITIES WITH ANY OWNERSHIP INTERESTS IN THE PROPERTY HAVE EXECUTED THIS PROMISSORY NOTE, i Dated as of May 12 20 20 E.rt�;:4y i Ifbylt�al: �1, ��E; \ c tn� ` c1�.#,can L4--.( Signature: _ [SEAL) i Printed Name: V`%(N(0L-A n %,q i Dated as of-- Y��_��„ y Z 20 ?-C-) If by Entity: Signature: FSEALL Printed Name; Promissory Note-3 l 45 Limited Waiver of Confidentiality EXHIBIT G Unemployment Tax and Wage Records BUILDING REUSE PROGRAM—Revision#3 2020-025-3201-2687 Name of Taxpayer �n _� 1���.�_ n _c - ,� �� }te iA,-, L—i-x,. Address; GXQ-c _rnit D(w Q — --- --___.---------- -_ __ . City: (v State: . -_ Zip: _- cJ� '�J Phone: NC Unemployment Insurance Acet Fed Tax 1D#: 09 Ic! I hereby waive any right to confidentiality,as found in N.C.G,S. 964 or otherwise, for the limited purpose of authorizing disclosure of certain information contained in the quarterly unemployment insurance tax records of the above-named taxpayer(hereinafter,"Company") Filed with the Division of Employment Security ("DES")of the North Carolina Department of Commerce to Orange County("Governmental Unit") and to the employees of the Rural Economic Division of the North Carolina Department of Commerce("Rural Division")and members of the North Carolina Rural Infrastructure Authority("Rural Authority") for the limited purpose of evaluating the issuance of and, in'the event of such issuance, administering and ensuring compliance with, a grant and loan pursuant to N.C.G.S. 143B-472.127 and .128. 1 recognize that DES is authorized to provide this information to the public officials of the Governmental Unit, the Rural Division and the Rural Authority in the performance of their public duties and that the verification of employment information for the purpose of administering the grant and loan at issue is within the scope of the public duties of the Governmental Unit,the Rural Division and the Rural Authority. I hereby authorize DES to disclose information contained in the Company's quarterly unemployment insurance tax records (the NCUI.101 or successor form)to the Governmental Unit, the Rural Division and/or the Authority for these purposes. I recognize that unemployment insurance tax information provided in the aggregate to DES and disclosed to the Governmental Unit, the Rural Division and/or the Authority,and the Company's aggregated tax and wage information provided to or otherwise in possession of the Governmental Unit,the Rural Division and/or the Authority,may be treated as public information. This waiver is not Intended to release the Governmental Unit,the Rural Division and/or the Authority from any obligation they may have under North Carolina law to maintain the confidentiality of any and all information which could reveal or permit someone to ascertain the identity of any Individual employee or that employee's line item unemployment insurance tax or other tax or wage information. Signature Chief Financial Officer or Other Authorized Company Official (� _ Printer.�lamcs- I:_ � Title Waiver ofConfdentiality- 1 i i i i 46 Deed of Trust Documentation EXHIBIT H BUILDING REUSE PROGRAM—Revision#3 2020-025.3201-2587 The Department of Commerce strongly encourages,but does not require,the Governmental Unit secure the funds loaned to the property owner,Industrial Connections&Solutions,LLC,with a Deed of Trust on the property. Please check the appropriate box below indicating the intention of the Governmental Unit: 17 The Governmental Unit will secure the funds with a Deed of Trust listing Orange County as the beneficiary in the amount of$500,000.00. Orange County("Governmental Unit")has elected NOT to secure with a deed of trust on the subject property the$500,000.00 in grant funds awarded by the North Carolina Department of Commerce("Commerce")for a building reuse grant,•Governmental Unit acknowledges and agrees that it is liable to the State'for any grant funds that must be repaid under the Grant Agreement or.Legally Binding Commitment, including(without limitation),any required repayments due to the property owner's failure to create and maintain jobs,which could include the full amount of the grant. Governmental Unit i acknowledges that its liability to Commerce arises whether or not it is able to collect any repayment from the property owner under the Legally Binding Commitment,but still elects not to obtain a deed of trust on the subject property. Please fill in the box below: R i Governmental Unit Name: Oranue Countv By(Signature): Printed Name: J1 Title: } $ HI Date: ( Deed of Trust Documentation- 1 47 AMENDMENT North Carolina Department of Commerce Rural Economic Development Division Contract#: 2020-025-3201-2587 1 Rural Grant/Programs Date: December 7,2022 Number GRANTEE: THE DEPARTMENT: Orange County North Carolina Department of Commerce PO Box 8181 Rural Economic Development Division Hillsborough,NC 27278-8181 301 North Wilmington Street 4346 Mail Service Center Raleigh,NC 27699-4346 Contact: The Honorable Jamezetta Bedford Fiscal&Compliance Analyst: Bethany P.Davenport Project Title: ABB,Inc/Project Clear Blue Sky This Contract Amendment is hereby entered into by and between the North Carolina Department of Commerce(the"Department")and Orange County(the"Grantee")(referred to collectively as the"Parties"). By this Contract Amendment,the Parties amend their Grant #2020-025-3201-2587,respectively(the"Agreement"),as outlined below. Except as set forth in this Contract Amendment,all other terms and conditions of the Agreement shall remain unaltered and in full force and effect. Should there arise any conflict,discrepancy or ambiguity between the terms and conditions contained in the Agreement and the terms and conditions of this Contract Amendment,the terms and conditions contained in this Contract Amendment shall govern and prevail. ❑p Paragraph 3(Term of Agreement) Progress reports are due on January 151 and July 151 for each year DELETE: "terminate on 12/31/2022 that the grant remains open. The final report and job verification ADD: "terminate on 6/30/2024 documentation are due at the time of project completion or no later than 30 days after the grant end-date,whichever is sooner. The reporting schedule remains in effect for the duration of the grant including time extensions. Authorized Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principles to the terms of this Contract Amendment. In Witness Whereof,the Grantee and the Department have executed this Contract Amendment in duplicate originals,with one original being retained by each party. GRANTEE: THE DEPARTMENT: Signature Signature Kenny Flowers 12/7/2022 Printed Name Date Printed Name Date Assistant Secretary for Rural Economic Development Title Title If you agree with the amendment as proposed,please sign. Retain one a copy for your files and return a copy to the attention of Bethany P.Davenport at the NC Department of Commerce at rgpreports(&commerce.nc.Uov.