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HomeMy WebLinkAboutAgenda 12-09-2025; 5-a - Public Hearing Regarding a Proposed Economic Development Recruitment Incentive and Performance Agreement Between Orange County and CITEL America, Inc. (Project Rooster) 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: December 9, 2025 Action Agenda Item No. 5-a SUBJECT: Public Hearing Regarding a Proposed Economic Development Recruitment Incentive and Performance Agreement Between Orange County and CITEL America, Inc. (Project Rooster) DEPARTMENT: Manager's Office Attorney's Office Economic Development Office ATTACHMENT(S): INFORMATION CONTACT: 1. Proposed Performance Incentive Travis Myren, County Manager, (919) Agreement 245-2308 2. PowerPoint Presentation John Roberts, County Attorney, (919) 3. Public Hearing Notice 245-2318 Steve Brantley, Director, Economic Development, (919) 245-2326 PURPOSE: To: (1) Receive information and hold a public hearing on the issuance of a performance-based agreement by the County to a private development company; and (2) Consider approval of the proposed five-year performance-based agreement, with claw- back provisions, for the manufacturing facility recruitment of CITEL America, Inc. BACKGROUND: Local and state governments in North Carolina have the goal to promote economic development by encouraging the location of new businesses and the expansion of existing businesses. This activity serves to diversify the local tax base, increase employment opportunities, and introduce desired job skills and related benefits to a community, and for the benefit of its residents. The Local Government Act, North Carolina General Statute (NCGS) 158- 7.1, outlines the requirements of public hearings, and NCGS 158-7.1(a) specifically addresses the requirement that economic development appropriations "must be determined by the governing body of the city or county to increase the population, taxable property, agriculture industries, employment, industrial output, or business prospects of the city or county". This public hearing has been scheduled in compliance. Company Background: CITEL America, Inc. is a privately owned French manufacturer of electrical Surge Protection Devices (SPDs) that protect electronic and electric equipment from transient overvoltages caused by lightning strikes, switching events, and electromagnetic interferences. The company was formed in Paris, France in 1937 and expanded to the United States in 1985. 2 CITEL has eight (8) international offices and research and development sites, as well as a large network of international distributors and partners providing support directly in the communities they are serving. Germany Bocham ► France % w . Parrs 6 Raims USA "� ;, China Miami HnaStan Shanghai Colombia a„ha; f India Bogota New Delhi Thailand Bangkok CITEL is the only SPD manufacturer that produces its own Gas Discharge Tubes (GDTs). In addition to GDTs, the company develops many of its critical surge components internally including thermally protected varistors and high-energy varistor assemblies, giving the company extensive knowledge of every minute detail of the parts that form an SPD. These components have a long history of reliable performance and thanks to many patents, CITEL products are accepted as the industry standard by many leading international companies. 3 ---------------- 1937 z -------------- CITEL founded 1944 O ,��" + _ Manufacture of the first surge arrester 0 1985M CITEL USA 1988 0------m--1988 1st AC modular CITEL Germany Ulm surge protector ' - � 1992 ' Reims factory 0-_._ 1996 CITEL Shanghai _.� ,. .. ________________ BKOWLLM 1997 O -AC surge protector new range «DS» series -VG technology for AC surge protector -------------- ------ 2012 = 2012 Imptementation of CITEL India a test laboratory in Reims -------------- -------- 2017 9H 2017 New test laboratory 240 kA CITEL Thailand in CITEL Shanghai 2019 O AC/DC new range 'V-- =--2021 CITEL Middle East 2023 0 PV new range with CTC Technology O 2024 CITEL Colombia 4 Project Description: The Board is requested to consider an inducement incentive for the international industrial prospect CITEL, a French-owned manufacturer and research & development firm for electrical surge protection devices. This project involves the relocation of the company's United States operation from Florida to Orange County. • CITEL desires to relocate the current United States office and manufacturing footprint out of Florida. This is driven by an increase in extreme weather events in Florida, and the associated increase in costs. Proximity to the RDU Airport is also preferred, driven by direct flights to Paris. • An Orange County site would house both office and manufacturing operations and serve as the new United States headquarters for the company. • Project encompasses $15,250,000 million in total capital investment (forecast to occur in 2026 - 2030). • 79 total jobs, with 38 new jobs to be created between 2025 — 2029 at an average annual wage of $83,611 or approximately $40.20 per hour. It should be noted that 41 positions currently based at the Florida location would be offered a transfer position to North Carolina. The total number of employees to migrate and accept this offer is yet to be determined. • Competing sites are in Florida, South Carolina, Washington, and Texas. CITEL has considered locations across the southeast that provide strong logistics, access to workforce, high quality of life for employees, direct access to Paris and reasonable real estate costs. Driving factors include overall operating costs and quality of life. • Orange County's site is the former 80,596 square foot "Mid-Atlantic STIHL, Inc." building located at 315 Executive Ct., Hillsborough, NC in the Meadowlands Business Park. Inv— = y1, ".�� i 67 — - _ p. 5 ► t Y `FkCt .�y' �, ;�' MYd•AtlamiStihY[ne, MEOW 4L At- Basis to Calculate the Value of Orange County Performance-Based Incentives 1) INVESTMENT — The Orange County incentive is based only on the $6,000,000 personal property investment, and on the estimated $500,000 to $1,000,000 in net new real property investment for upfit improvements to be made to the existing building. Real Property: Up to $9.25 million for an existing building, which includes CITEL making up to $1,000,000 in new building upfit improvements. The value of the existing building is not included in the County's incentive calculation. Personal Property: $6,000,000 in new taxable machinery and equipment investment. $9,250,000 $0 $0 $0 $0 $9,250,000 $2,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $6,000,000 $11,250,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $15,250,000 2) EMPLOYMENT — CITEL will add net new employment consistent with the job growth chart below. If annual job targets are not achieved, the annual incentive payment will be reduced by $500 per full time equivalent employee not hired. By year 2029, the company will create 79 new positions with an average salary of $83,611 per year. 6 New Full- Time Jobs or= 3 43 11 11 11wRL 79 ?I The proposed inducement payment will be in the form of a performance-based grant payable in up to five (5) installments over a five-year period at an amount equal to 75% of CITEL' s projected net increase in real and personal property tax valuation over the five-year investment period as outlined in the chart above for 2026 — 2030. It ensures that annual tax revenues from the project's additional investment, net of annual incentive payments, remain positive in all years of the incentive agreement. frange County Revenue Projections $17,553 $22,660 $27,255 $31,392 $35,050 $133,910 Tax Incentive -$13,165 -$16,995 -$20,442 -$23,544 -$26,288 -$100,433 Payment Annual Net $4,388 $5,665 $6,814 $7,848 $8,763 $33,478 OrangeRevenue New Property Tax Revenu $263,313 Incentive Payment -$100,433 Total $162,880 Additional Partner Participation (1) The State of North Carolina has offered CITEL the following incentive programs to encourage the company to locate the manufacturing facility in Orange County, instead of choosing competing locations in other states, and, subject to approval of local County government incentives. State of North Carolina— Incentives 0i State Tax Exemption on Machinery & Equipment Purchases $270,000 One North Carolina Fund $50,000 N.C. Community College System's Customized Training Value $118,500 Work Opportunity Tax Credit (WOTC) $52,800 Federal Bonding Program $90,000 Job Ready Grants $10,000 7 (2) Capital Area Workforce Development (CAWD) has offered: - Employment Recruitment and Screening Services - Partnership with local agencies and institutions of higher learning - On-The-Job Training reimbursement - Incumbent Worker Training grant ($10,000) FINANCIAL IMPACT: The financial impact encompasses a performance-based grant calculated at 75% of actual net-new business and real property tax investment valuation for 5 years. The purchase of the former Mid-Atlantic STIHL, Inc. building (Orange County 2025 Tax Value of $8,108,800) that is already taxed by Orange County, is not included in the calculation. Only the net-new investment in personal property (machinery & equipment), and approximately $750,000 in additional real property (for improvements to the existing building to be purchased) is proposed to receive an incentive. The estimated five-year incentive total is $100,433. During the first ten (10) years of operation, CITEL's investment is estimated to create up to $263,313 in total gross property tax valuation, and $162,800 in net valuation in the County. ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 6: DIVERSE AND VIBRANT ECONOMY OBJECTIVE 6. Provide workforce and business development resources to enhance the skills of residents of the County. RECOMMENDATION(S): The Manager recommends that the Board: (1) Receive the proposal to consider entering a Performance Agreement for the purpose of incentivizing CITEL's investment in Orange County; (2) Conduct the Public Hearing and receive public comments; (3) Close the Public Hearing; and (4) Approve the performance-based incentive agreement between Orange County and CITEL America, Inc., subject to final review by the County Attorney, authorize the Chair to sign the Performance Agreement on behalf of the County, and authorize the County Manager to sign any contract amendments up to the maximum performance incentive amount of $100,433. 8 Attachment 1 STATE OF NORTH CAROLINA ORANGE COUNTY PERFORMANCE AGREEMENT BETWEEN ORANGE COUNTY,NORTH CAROLINA, AND CITEL AMERICA,INC. This Performance Agreement("Agreement")made and entered into this the day of 92025 (the"Effective Date")by and between Orange County, a body politic existing under the laws of the State of North Carolina("County") and CITEL America, Inc., a subsidiary of CITEL, a multinational corporation, with facilities to be located in Hillsborough, Orange County,North Carolina("Company"), for the purpose of incentivizing Company's investment in Orange County. The County and Company may be referred to as Party or Parties. Company's ultimate parent is a multinational corporation situated and doing business in Paris, France. The Company intends to establish the USA headquarters, office and electrical products manufacturing facility in Orange County. Company represents it is duly authorized to conduct business in North Carolina. It is understood that the levels of performance required by this Agreement are to be met by Company as a whole at its Facility(as hereinafter defined)in Orange County. Accordingly,the term "Company"as used in this Agreement refers to the Company and any of its Affiliates conducting business at the Facility. WITNESSETH THAT WHEREAS,the County has offered to the Company an inducement package as hereinafter set forth; and WHEREAS,the State of North Carolina has offered a separate inducement package to the Company; and WHEREAS, Pursuant to G.S. Section 153A-449, 158-7.1, and 158-7.2, as construed by the North Carolina Supreme Court in its opinion in Maready v. The City of Winston-Salem, et al, 342 N.C. 708 (1996), and other judicial authority,the County may enter into an agreement with the Company in connection therewith; and WHEREAS,the County finds that awarding the Company a grant based on its Total Taxable Investment will increase the taxable property base for the County and help create new jobs in the County at the agreed average annual salary, all of which will result in an added and valued benefit to the taxpayers of the County; and WHEREAS,the Company has agreed to meet and continue meeting the minimum investment and employment requirements as hereinafter set forth; and WHEREAS,but for the offer of an inducement package the Company would not be locating its manufacturing facility within Orange County. NOW, THEREFORE,the Parties hereto in consideration of these mutual covenants and agreements passing from each to the other do hereby agree as follows: 9 1. DEFINITIONS. As used in this Agreement the terms below will have the following meanings: A. "Affiliate." A company that the Company controls, controls the Company, or is under common control with the Company. B. "Baseline Employment." The number of employees, none (0), employed by Company as of the Effective Date. C. "Baseline Valuation." The then-current assessed valuation of the Subject Property as assessed by the Orange County Tax Administrator for the most recent County revaluation prior to the Commencement Date. D. "Commencement Date." The date in which the Company begins actual production operations at the Subject Property, after having obtained applicable governmental approvals, certificates of zoning compliance, and certificates of occupancy. Unless delayed by causes beyond the control of the Company, the Commencement Date is anticipated to be no later than December 31,2026. E. "Company." CITEL America, Inc., its Affiliates, successors, and assigns. F. "Eligible Property." Includes (a) the Subject Property, together with other real property in the County owned by Company("Additional Property"), and all improvements the Company or an Affiliate of the Company constructs or installs, or causes to be constructed or installed, at the Subject Property or any Additional Property, including all buildings,building systems, and building improvements, the estimated value of which is described in Exhibit C, and(b) all Personal Property the Company or an Affiliate of the Company purchases or leases and installs at, or relocates to,the Subject Property or any Additional Property, the estimated value of which is described in Exhibit C. Does not include property valued for the Baseline Valuation as noted in Exhibit D,Description of Existing Real Property and Exhibit E,Description of Existing Personal Property. G. "Inducement Grant." An economic development grant provided to Company for the purpose of securing the Company's commitment to locate its manufacturing facility and USA headquarters in Orange County,North Carolina. H. "Minimum Taxable Investment." The aggregate Qualifying Expenditures made by the Company that Company anticipates will be made annually as reflected in Exhibit C and verified by the Orange County Tax Assessor and which will be used for calculating the annual Inducement Grant payment. I. "Orange County Facility"or"Facility." The Subject Property and the improvements now or hereafter located on the Subject Property or any Additional Property, including, without limitation, the Company-constructed or owned primary and secondary structures,utilities, and operations and service areas located in Hillsborough, Orange County,North Carolina in and on which Company conducts its business or operations. J. "Person." Any individual,partnership,trust, estate, association, limited liability company, corporation, custodian,nominee, governmental instrumentality or agency, body politic or any other entity in its own or any representative capacity. 10 K. "Personal Property." All business personal property, other than real property,the Company or an Affiliate owns or leases located at the Facility,including all(a) machinery and equipment, (b) furniture, furnishings, and fixtures, (c)property that is capitalized for federal or state income tax purposes, and(d) any and all additions or replacements of any of the foregoing in excess of$100,000. L. "Qualifying Expenditure." All expenditures the Company, an Affiliate, or lessor to the Company or an Affiliate makes for Eligible Property which is subject to Tax in the County, and which is not otherwise subject to an exemption or exclusion from Tax, that the Company uses. M. "State." The State of North Carolina. N. "Subject Property." The property on which the Company operates the Orange County facility having Parcel Identifier Number 9873891841. O. "Tax"or"Taxes." Ad valorem property tax levied on real and Personal Property located in the County pursuant to Article 25, Chapter 105 of the North Carolina General Statutes or any successor statute relating to ad valorem property tax the County levies on property. P. "Term"or"Full Term." The duration of this Agreement commencing as of the Effective Date and through and including June 30, 2031. Q. "Total Taxable Investment." The taxable value of all Qualifying Expenditures made by Company in and to its Orange County Facility as of December 31, 2030. 2. INDUSTRIAL INVESTMENT AND EMPLOYMENT AGREEMENT A. INVESTMENT 1. The Company anticipates it shall, during the Term of this Agreement, directly invest a Minimum Taxable Investment annually in accordance with the investment plan attached as Exhibit C in addition to the amount of the 2025 assessments in real and taxable Personal Property attributable to the existing Facility as described in Exhibit D and Exhibit E. If the Company does not make the Total Taxable Investment on or before December 31, 2030 (and as may be extended below), the total amount of the Inducement Grants will be adjusted as provided in Subsection 2.A.3. 2. The Company shall invest the Total Taxable Investment by December 31, 2030. 3. If the total increase of taxable investment falls below the Minimum Taxable Investment levels, due to failure to meet the investment goals set forth in Exhibit C or removal of equipment, as assessed by the Orange County Tax Assessor, the amount of the following annual Inducement Grant installment payment will be reduced by a pro-rata percentage of the shortfall;provided,however,the foregoing shall not be deemed to limit the total amount of the Inducement Grant available to the Company and so long as as any shortfall in Minimum Taxable Investment in any given year is invested in a subsequent year, Company shall be entitled to recoup any prior reductions in the payment of the Incentive Grant so long as the Total Taxable Investment occurs on or before December 31, 2030. The baseline for measuring whether the investment goals have been met(i.e. 11 the 2025 tax assessments) shall be adjusted prior to the Commencement Date(1) upward, if there is an increase in the assessment of the Company's real property and(2) downward,to reflect the natural decline in the value of the Company's personal property (existing in 2025 and acquired thereafter in the course of the new investment) as measured by the depreciation of such property in accordance with generally accepted accounting principles. B. EMPLOYMENT 1. On or before December 31,2029 at least 79 net new positions filled with full-time equivalent employees will be created at the Facility as reflected in Exhibit B. The number of full-time positions shall be evidenced by one or more Quarterly Tax and Wage Reports (Form NCUI 10 1) filed with the N.C. Employment Security Commission. Net new positions means positions added above and beyond Baseline Employment. If 90%of the net new positions are not achieved on or before December 31, 2029 (or as extended as provided below),the amount of the Grants will be adjusted as provided in Section 2.D. and Section 6. 2. During the first year of operation following the year in which the Commencement Date occurs, Company and County agree Company shall hire 3 new full time employees at the Facility. During the second year of operation the Company shall hire an additional 43 new full time employees at the Facility for an aggregate total of 46 new full time employees at the Facility. During the third year of operation the Company shall hire at a minimum an additional 11 new full time employees for an aggregate total of 57 new full time employees at the Facility. During the fourth year of operation the Company shall hire an additional 11 new full time employees for an aggregate total of 68 new full time employees at the Facility. During the fifth year an additional 11 new full time employees shall be hired for a final and ongoing aggregate 79 full time employees at the facility. At the expiration of this Agreement,the Company shall employ, at the Facility in Orange County, at least the equivalent of 79 new full time employees in accordance with Exhibit B. 3. Employees counted toward this total shall include only new employees of the Company in the State of North Carolina employed and located at Company's Facility in Orange County above and beyond Baseline Employment,provided such employees are employed in Orange County on a full time basis. Employees of the Company will be eligible to participate in Company sponsored health insurance and retirement programs. For purposes of this section"new full time employees" shall be defined as actively employed individuals and shall not include employees or positions counted for Baseline Employment or vacant positions for which the Company is actively or otherwise recruiting It is understood that vacancies occur and that when such occur the Company will immediately, or as soon as is reasonably possible thereafter, fill said vacancies. The average wage of the 79 new full time employees shall be, as of the last day of this Agreement, at the annual rate of$83,611.00. C. DEVELOPMENT GRANT PARTICIPATION: Where applicable, the Company agrees to partner,through the commitment to create new jobs, with Orange County and other applicable agencies to apply for development grants that will improve or add water, sewer,road or other necessary infrastructure in order to facilitate the successful completion of this project. The Company agrees to meet with program representatives, and to participate in the grant request process as necessary to secure the required funding. 12 D. GUARANTEED MINIMUM LEVEL OF PERFORMANCE: The Company agrees that its minimum level of performance pursuant to this Agreement shall be as set out in this Section 2. Furthermore, Company agrees that failure to meet the minimum level of new employment as reflected in Section 2.B. shall entitle the County to make reductions in inducement installments paid to the Company in an amount of Five Hundred dollars ($500.00)per employee not hired as reflected in Exhibit B. Company further agrees that failure to meet the minimum level of direct investment as reflected in Section 2.A. shall entitle County to make pro rata reductions in inducement installments paid to the Company as set out in Section 3. It is agreed and understood by the Parties hereto that the failure of the Company to meet the level of performance with respect to minimum level of investment or minimum level of new employment as specified herein shall not be considered a breach of this Agreement. E. STATUTORY COMPLIANCE: The Company understands that the County's participation is contingent upon authority found in North Carolina General Statute 158-7.1 and other relevant North Carolina General Statutes and that should such statutory authority be withdrawn by the North Carolina General Assembly,the County may terminate this Agreement without penalty to County and without County's further compliance with this Agreement. If a court having lawful jurisdiction determines the inducement grant itself is illegal, invalid, or unenforceable this Agreement shall immediately terminate without further obligation to the Parties except that the amount of any portion of the inducement grant already paid by the County shall be reimbursed to the County by the Company. 3. INDUCEMENT PACKAGE A. COUNTY INDUCEMENT GRANT: The County,upon execution of this Agreement, shall provide to the Company an Inducement Grant to offset facility development, expansion, and acquisition costs in an amount up to and not to exceed One Hundred Thousand Four Hundred Thirty Three Dollars ($100,433.00). This Inducement Grant shall be payable in up to five installments over a five-year period(the "Inducement Grant Period"). The Inducement Grant, including each individual installment thereof, represents approximately seventy-five percent (75.0%) of the actual property tax for real and Personal Property taxes attributable to the amount of the Total Taxable Investment due and paid in each year of the Inducement Grant Period,up to the maximum not to exceed amount. The estimated annual amount of each year's grant payment is shown in Exhibit F for years two (2026) through six(2030). Subject to Section 6.B.,below, or delays caused by an event of Force Majeure, the first and second installments of the Incentive Grant shall occur no later than June 30 of the 2027 and 2028 calendar years respectively,upon receipt of proof reasonably satisfactory to the County, as described in Section 5 of this Agreement, that the investment numbers referenced in Section 2 of this Agreement have been met and that all local property taxes on the real and Personal Property owned by the Company and located within Orange County have been fully paid. Subsequent annual installments are anticipated to occur during the month of January for the term of this Agreement upon receipt of proof reasonably satisfactory to the County that the minimum employment and investment numbers have been met and that all local property taxes on the real and Personal Property owned by the Company and located within Orange County have been paid in full. Should the Company meet the investment goals before all job creation has been completed, the County will withhold $500.00 per job that may remain to be created by December 31, 2029 and will pay out the final amount upon proof satisfactory to the County of the job creation according to the job schedule outlined in Exhibit B.,with the final installment occurring by June 30,2031. No installment shall be required to be paid until such time as the County receives proof of the payment of all 13 property taxes and verification of employment and investment levels have been submitted to the County. B. TOTAL COUNTY COMMITMENT: The total County commitment for the Inducement Grant outlined in Section 3.A. shall not exceed One Hundred Thousand Four Hundred Thirty Three Dollars ($100,433.00). 4. EXPANSION OPPORTUNITY Participation in this Agreement shall not exclude the Company from consideration for additional inducements from the County either during or after the Term of this Agreement. Future projects shall be considered on a case-by-case basis and induced at the discretion of the County based on new taxable investment and job creation in excess of the minimum levels outlined in Section 2 above. Any such agreement shall require a separate "Performance Agreement"which shall conform to all relevant North Carolina Statutes and Orange County Ordinances,Policies or Resolutions, shall be in writing, and shall be mutually agreed upon by the Parties. 5. PROOF AND CERTIFICATION The officials of the Company shall furnish the necessary reports and certificates to verify that the goals set out in this Agreement are met. Once the Company maintains its investment and employment goals for one year following the conclusion of the term of this Agreement it will no longer need to furnish these reports to the County. Acceptable forms of proof for taxable investment shall be the records of the County Tax Administrator. Acceptable forms of proof of payment of taxes shall be in the form of cancelled checks and receipts of payment from the County Tax Administrator or Finance Officer. Acceptable forms of proof for employment numbers shall be in the form of a notarized statement from a North Carolina licensed Certified Public Accountant and shall be verified by the North Carolina Employment Security Commission. Until that date which is one (1)year following the date of the final Incentive Grant payment,the Company shall allow representatives of the County to enter the Facility during normal business hours upon forty-eight(48)hours prior written notice for the purpose of confirming that the claimed investment and employment goals have been met and maintained. 6. REMEDY A. INDUCEMENT PACKAGE: If the County does not meet and maintain the terms set forth in the inducement package,the Company has the option to the rights set forth in Section 11.A. of this Agreement upon thirty(30) days written notice to the County. B. DELAY OF INDUCEMENT PACKAGE INITIATION: If the Company believes that it will not meet employment and investment goals that are to be met pursuant to this Agreement by December 31, 2026, the onset of the Inducement Grant Period may be delayed up to one(1) additional year, at the option of the Company. Written notification of the exercise of this option to delay onset must be received by the County no later than December 31, 2026. In that event this Agreement shall initiate no later than December 31, 2027 and shall expire no later than June 30, 2033. Notwithstanding anything else herein the Commencement Date shall not be beyond December 31, 2027. If Company cannot meet these requirements this Agreement 14 shall terminate automatically without fault or further obligation to County. Company shall remain free to negotiate a new incentive agreement with County based on new terms and timelines. C. INVESTMENT AND EMPLOYMENT PACKAGE: If the Company does not meet and maintain either the investment or employment goals within the annual timetable set forth in this Agreement, and does not opt to delay the onset of this Agreement as described above,then the County will reduce the annual installment payment as set forth in Section 2.1). of this Agreement until such time as the Company once again meets both the investment and employment goals. Reduction shall be computed, exclusively by the County,based on the percentage of the goal not met. In order to qualify for the full Inducement Grant, including recovery of any prior reductions,both investment and employment must meet or exceed the minimum standards outlined above prior to the natural termination of this Agreement. 7. SEVERABILITY If a court having lawful jurisdiction determines any term or provision of this Agreement is illegal, invalid, or unenforceable,the legality,validity, or enforceability of the remaining terms, or provisions of this Agreement shall not be affected thereby; and in lieu of such illegal, invalid or unenforceable term or provision,there shall be added by mutually agreed upon written amendment to this Agreement, a legal, valid, or enforceable term or provision, as similar as possible to the term or provision declared illegal, invalid, or unenforceable. 8. COMPLIANCE WITH THE LOCAL GOVERNMENT BUDGET AND FISCAL CONTROL ACT OF NORTH CAROLINA GENERAL STATUTES All appropriations and expenditures pursuant to this Agreement shall be subject to the provisions of the Local Government Budget and Fiscal Control Act of the North Carolina General Statutes for cities and counties and shall be listed in the annual report submitted to the Local Government Commission by the County. 9. GOVERNING LAWS,DISPUTE RESOLUTION, & FORUM This Agreement shall be governed and construed by the Laws of the State of North Carolina. Any action brought to enforce or contest any term or provision of this Agreement shall be brought in the North Carolina General Court of Justice sitting in Orange County,North Carolina. The Parties hereto stipulate to the jurisdiction of said court. It is agreed by the Parties that no other court shall have jurisdiction or venue with respect to any claims, complaints, suits, or actions brought pursuant to this Agreement. Binding arbitration may not be initiated by either Party,however,the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a claim, complaint, suit, or action. 10. INDEMNIFICATION The Company hereby agrees to indemnify,protect and save the County and its officers, directors, and employees harmless from all liability, obligations, losses, claims, damages, actions, suits,proceedings, costs and expenses, including reasonable attorneys' fees, arising out of, connected with, or resulting directly or indirectly from(a)the Company's gross negligence or intentional misconduct with regard to the business, construction, maintenance, 15 or operations of the Company or the Facility, or(b) the transactions contemplated by or relating to this Agreement, insofar as such matters relate to events subject to the control of the Company and not the County. It is the intent of this section that the Company will indemnify the County to the maximum extent authorized by law, in such circumstances as described in subsections (a) and (b) of this Section. The indemnification arising under this Section shall survive the Agreement's termination. 11. TERMINATION A. COMPANY: Upon Company's meeting its Employment and Investment obligations asset out in Section 2 above and upon Company's certification to such and certification of the payment of all real and Personal Property taxes, as set out in Section 5 above, then upon the occurrence of any of the following events, the Company shall have the option of terminating this Agreement: Failure of the County, to provide the initial inducement installment as provided in Section 3 of this Agreement; or,under the same circumstances, failure of the County to make future inducement installments, as provided for in Section 3 of this Agreement. Subject to Section 2.E., should the Company exercise its option to terminate this Agreement,pursuant for failure by the County to provide inducement installments,the Company shall be entitled to retain all funds paid to or for the benefit of the Company pursuant to this Agreement. Should the Company terminate this Agreement for any reason other than the default by the County to provide for any inducement installment to the Company, the Company shall repay to the County all funds paid to or for the benefit of the Company pursuant to this Agreement. Thereafter, the County shall have no further obligation to make inducement installments annually or otherwise. Any such termination of this Agreement by the Company shall be in writing and shall meet notice requirements as set out herein. B. COUNTY: The County shall have the option of terminating this Agreement upon any Abandonment of Operations by the Company,without penalty or further obligation to the County,which option shall be executed by giving written notice to the Company. Abandonment of Operations shall be defined as a period in excess of ninety(90) days during which the Company's level of Full Time Equivalent Employees or Direct Investment goes below thirty percent(30%) of the guaranteed minimum levels of performance commitments for either Full Time Equivalent Employees or Direct Investment as reflected in Section 2 above. Notwithstanding the foregoing, if the aforesaid decline in the number of full time equivalent employees or the Company's failure to make the required direct investments is attributable to an overall national economic decline (as such may be recognized by the National Bureau of Economic Research), this shall not be deemed an abandonment of operations entitling the County to terminate this Agreement, and the Company shall not be deemed in default. In such event, the Company's and the County's obligations shall be suspended for one year and resume thereafter. If after one year the aforesaid decline continues the County may declare an Abandonment of Operations and proceed as set forth herein. C. NATURAL: In any event, the above terms notwithstanding, this Agreement shall terminate upon the 30th day of June of the year in which the final financial inducement installment is made. 16 12. LIMITATION OF COUNTY'S OBLIGATION No provision of this Agreement shall be construed or interpreted as creating a pledge of the faith and credit of the county within the meaning of any constitutional debt limitation. No provision of this Agreement shall be construed or interpreted as delegating governmental powers nor as a donation or a lending of the credit of the county within the meaning of the North Carolina Constitution. This Agreement shall not directly or indirectly or contingently obligate the county to make any payments beyond those appropriated in the county's sole discretion for any fiscal year in which this Agreement shall be in effect. No provision of this Agreement shall be construed to pledge or to create a lien on any class or source of the county's moneys, nor shall any provision of the Agreement restrict any action or right of action on the part of any future county governing body. To the extent there is a conflict between this Section and any other provision of this Agreement,this Section shall have priority. 13. LIABILITY OF PUBLIC OFFICERS No officer, agent or employee of the County or the Company shall be subject to any personal liability or accountability by reason of the execution of this Agreement or any other documents related to the transactions contemplated hereby. Such officers, agents, or employees shall be deemed to execute such documents in their official capacities only, and not in their individual capacities. This Section shall not relieve any such officer, agent or employee from the performance of any official duty provided by law. 14. MISCELLANEOUS A. ENTIRE AGREEMENT: This Agreement, including all exhibits attached, constitutes the entire contract between the Parties, and this Agreement shall not be amended except in writing signed by the Parties. B. BINDING EFFECT: Subject to the specific provisions of this Agreement, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.Neither Party may assign their rights, responsibilities, or interest in this Agreement without the prior written consent of the other Party,with such consent not being unreasonably withheld, conditioned, or delayed by either Party. C. TIME: Time is of the essence in this Agreement and each and all of its provisions. D. CONSTRUCTION: Nothing in this Agreement shall be construed to the effect that the County has any right to influence the Company's business decisions or to receive business information from the Company(except as expressly provided in Section 2.A., 2.B., and Section 5 hereof). 17 E. SIGNATURES: This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66. F. AUTHORITY: The Parties and each person executing this Agreement on behalf thereof represent and warrant that they have the full right and authority to enter into this Agreement, which is binding, and to sign on behalf of the Party indicated, and are acting on behalf of themselves, the constituent members and the successors and assigns of each of them. The Parties shall reasonably assist one another and cooperate in the defense(should any defense ever be necessary) of this Agreement and the incentives granted hereunder, so as to support and in no way undercut the same. G. FORCE MAJEURE: Subject to the provisions of Section 6 neither Party shall be liable towards the other Party for non-compliance with its contractual obligations hereunder, if and to the extent such non-compliance is directly attributable to events of force majeure. Events of force majeure are events or causes which are not under a Party's reasonable control and render the execution of a Party's obligations impossible. Each Party shall forthwith inform the other Parties of the occurrence of a force majeure event preventing such Party from complying with its contractual obligations. Force Majeure does not include failure of the Company to secure permitting necessary for the project to commence, continue, or proceed or any other governmental regulatory action. H.NO THIRD PARTY BENEFICIARIES: This Agreement shall be for the sole benefit of the County and the Company and their respective successors and permitted assigns and is not intended, and shall not be construed,to give any other person, company, or entity any legal or equitable right,benefit, or remedy of any nature whatsoever by reason of this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the creation of a partnership or joint venture between the County and the Company. 15. COMPLIANCE WITH LAW A. NON-DISCRIMINATION: Company shall at all times remain in compliance with all applicable local, state, and federal laws,rules, and regulations including but not limited to all state and federal anti-discrimination laws,policies,rules, and regulations and the Orange County Non-Discrimination Policy. Company shall not 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, disabled veteran status. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This Section is not intended to limit and does not limit the definition of breach to discrimination. B. E-VERIFY, ISRAEL BOYCOTT,AND IRAN DIVESTMENT: By executing this Agreement Company affirms that Company, and any North Carolina Affiliates of Company, is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Company certifies that Company, and any North Carolina Affiliates of Company,have not been identified, and have not utilized the services of any agent or subcontractor, on the list created by the North Carolina State Treasurer pursuant to Articles 6E and 6G of Chapter 147 of the North Carolina General Statutes. 18 16.NOTICES Any notices pursuant to or required by this Agreement shall be in writing and shall be delivered via United States Mail, certified,return receipt requested: If to Orange County; If to CITEL America, Inc.; County Manager 300 West Tryon Street Hillsborough,NC 27278 Any addressee may designate additional or different addresses for communications by notice given under this Section to the other Party. 19 AGREEMENT REVIEWED AND ACCEPTED BY: President Attest: CITEL America, Inc. Chair Attest: Laura Jensen Orange County Board of Commissioners Clerk to the Board Orange County Commissioners This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Chief Financial Officer 20 EXHIBIT A - PROJECT OVERVIEW Jabandl wage information will be auaomaaiially pvyulated in this box based on you-re5p4an5es in the Employment Proffle worksheet[see iii Ernploymenr Profile iab Mlow) Average Wages urn Htw.lnh9%Ely Yrrt 3-Y*4r 5-Y*4. a4a g.dual Nirern%Yayp q! #v%Annunti�pl ALL 79 New Wage of 2025 2U6 2427 2028 2029 TOTAL TOTAL Jobs Jobs 3 43 11 1 11 11 67 79 $03.511 $83,611 Need Investment By Year 3-'Year 5-Yeas 2028 2027 2028 2029 20 0 TOTAL TOTAL Real Property 5t3160(000 SCo SU $0 so '38,5i14j,UUU SNWIDW Tangi*Personal fiopege 52,000.000 31,000,000 S1,00y� / 0y,00G 51,000.000 51,000,000 S4e.C���,y0�,�000 a$6~1300 ToW Investment 311016010W $1,00,00, $1,00,000 3111OW1000 Source: North Carolina Department of Commerce Project Summary Form Submitted by Company for Consideration of State Discretionary Incentives Note: This five-year investment forecast was initially submitted by CITEL to the NC Department of Commerce, showing investment figures estimated earlier in the year. CITEL later reported that it would make an additional $500,000 to $1,000,000 capital investment in real property for the existing building that it intends to purchase. As a result the Orange County Incentive Calculation added an additional mid- point value of$750,000 to the overall investment total as outlined in Exhibit C. 21 EXHIBIT B - EMPLOYMENT GOAL December 31 Baseline New Employees to 90% of New Total Cumulative Employees be Added Employee Target Employees Added by Year 2025 0 3 3 3 2026 3 43 39 46 2027 46 11 10 57 2028 57 11 10 68 2029 68 11 10 79 Total at Natural 79 79 72 79 Termination of Agreement June 30, 2031 22 EXHIBIT C - INVESTMENT GOAL Year Ended 2026 2027 2028 2029 2030 Dec. 31 Real Property $9,250,000 $0 $0 $0 $0 Personal $2,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 Property Total Annual $11,250,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 Investment The Orange County incentive is based only on the $6,000,000.00 personal property investment, and on the estimated$500,000.00 to $1,000,000.00 in net new real property investment for upfit improvements to be made to the existing building. Real Property: Up to $9.25 million for an existing building,which includes CITEL making up to $1,000,000 in new buildng upfit improvements. The value of the existing building is not included in the County's incentive calculation. Personal Property: $6,000,000.00 in new taxable machinery and equipment investment. TOTAL INVESTMENT: $14,500,000.00 - $15,250,000.00 23 EXHIBIT D - DESCRIPTION OF EXISTING REAL PROPERTY Parcel Identification Number 9873891841 Physical Address 315 Executive Court,Hillsborough NC 27278 Acreage 8.8 Existing Building Size 80,596 sq. ft. 2025 Orange County Real Property Value $8,108,800.00 24 EXHIBIT E -DESCRIPTION OF EXISTING PERSONAL PROPERTY Parcel Identification Number 9873891841 Physical Address 315 Executive Court,Hillsborough NC 27278 2025 Orange County Personal Property Value $0.00 25 EXHIBIT F - PROPOSED ORANGE COUNTY INCENTIVE Pra)ect Rooster :COMPANY $15,250,000 TAX RATE $0.6383 JOBS 79 INCENTIVE 75% of new property tax for 5 years AVERAGE WAGE $83,611 DEPRECIATION RATE 10% (20 30) r t t t t (2035) Initial New, Rea( $750,000 $750,000 $750.000 $750, $750,ODo $750,400 $750,000 $750,000 $754,000 $750,000 $750,000 $750,000 Pers Prop Yr 1 $2,000,ODD $1,800,900 $1,620,ODO $1,458,4cc $1,312,204 $1,180,984 $1,062,882 $956,594 $864,934 $774,841 $697,357 $2,466,000 Pers Prop Yr 2 $0 $110001040 $9441000 5810,0cc $729,000 $656,140 $594,490 $531,441 $478,297 5434,467 $387,424 $1,006,040 Pers Prop Yr 3 Sfl $0 $1,000,006 $900.rc- $800,0DO $700,000 $600,404 $540,0D0 $400.400 $300,406 $204,000 $1,04D,400 Pers Prop Yr4 $0 $0 $() $90010DO $8W'000 $700,ODO $600,000 $500,44o $400,000 53041000 $.11"1000. Pers Prop Yr5 $0 $4 $c S� $1,060,000 $900,400 $800460 $700.444 5600,000 -115001000 $400,000 $1,000,060 Pers Prop Yr 6 $0 $0 $() cc $O. $0. $0 $0 $0 $0. $4 $0. Pers Prop Yr 7 $0 $0 $£ _ $0 $0 $0 Si 5D 4LC1 SAO. - $'0. Tax Yalue $2,750,0DO $3,554,400 $4,274,004 S4,9_S."' $5,491,200 $4,987,480 $4,503,372 $4,038,435 $3,589,231 $3155,308 $2,734,777 $6,754,400 'Financial Yr 1 i r 16. r r r _120291 Yr G 170* t t r t ■ (2035) Total Pmperty Tax $0 $17,553 $22,6641 $27,255 $21,392 $35,050 $31,833 $28,745 $25,775 $22,910 $20,140 $253,313 Incentives $0 -$13,165 -$16,995 -$20,442 -$23,544 -$26.288 $0 $0 $0 $0 $0 -$100,433 Annual Net $0 $4,388 $5,665 $6,814 $7,848 $8,763 $31,833 $28,745 $25,775 $22,910 520,144 $152,880 Cash Flow $0 $4,388 $10,053 $16,867 $24,71.5 $33,478 $65,310 $94,455 $119,830 $142,740 $162,884 $1a0,OD3 5150,ODD $140,4DD 5124,0$0 - 5103,000 W,OD3 S60,OD0 $40,000 $24,0$0 . . ■ ■ ■ Yr 1(1025] Yr 2(2026) Yr3(2027) Yr4(2023) Yr5(2029) Yr6(2030) Yr72031) Yr8(2032 Yr 92033) Yr 10(2434) Yr 112035) iiiiiiiii Ann.l Net -Cash Flew r t r r r (20 30) r r t r t (2035) 3 43 111 11 11 O 0 4 O 6 0 Total 79 '$8,506,040 of the proposed Investment is for Real Property that is already taxed by the county and not Included in this calculation. 26 OR- -A-NGE COUNTY NORTH CAROLINA Proposed Financial Recruitment Incentive for the Industry CITEL America , Inc . Public Hearing by Orange County Board of Commissioners Southern Human Services Center - Chapel Hill, NC December 9, 2025 1 27 About CITEL, • Founded in 1937, CITEL is a private, family-owned French manufacturer of industrial surge protection products with a wide global footprint. • CITEL is headquartered in Paris, France. The USA operation was established 1985, and the current U.S. footprint is in Miramar FL. • CITEL's products offer protection for many installation types including AC and DC power supply, telecommunication, radio, data centers, wind turbines and more. • CITEL is the leading manufacturer that exclusively produces both Surge Protective Devices (SPDs) and Surge Protective Components (SPCs). • CITEL has 8 international offices and R&D sites throughout the world. ORANGE COUNTY NORTH CAROLINA CITEL Global Operations 28 Germany r►�a4* France peg B REIMS USA t China wow juHooduf HE Columbia ���►aIndia New 001hi Nwig Thailand ORANGE COUNTY NORTH CAROLINA r m ltlmunitainon-.. a w. b' pool Triangle Spons ,wr, pCnmplexPAund `�. Jae&Van a.ngeCounty • -y.. C'ROaSSQf Io Amateurs � well ' HIIlsbo�Qug�.. s f4 t Nnaey lin ► y me. � 1 'ftiF y) M1 a 166 - - � •�... T r: sign -- - �Tr� � �p� 1• ?.F�'M nQ1n0Br1Rg hy'�' h r d II � 1 .. •eye .5 T - 4�,Y.'� tie "{ •k'�. a¢Y } AW ®r, mss. k 8' x. '"-` -_. •' � atm 'w T-. f vo T7 • • A 31 Project Description • French-owned manufacturer and research & development company for electrical surge protection devices • 79 total jobs, with 38 new jobs created between 2025 — 2029 • Average annual wage of $83,611 or approximately $40.20 per hour • $15,250,000 million in total capital investment (forecast to occur in 2026 - 2030) • Competing sites are in Florida, South Carolina, Washington, Texas and various communities in Durham and Wake County. • North Carolina Governor Josh Stein met in Paris with the CITEL owners in June 2025 during the State's European business recruiting mission. ORANGE COUNTY NORTH CAROLINA 32 Forecast of CITEL's New Job Creation Hiring schedule for 79 full-time jobs, with health care, retirement and related employee benefits $83,611 annual salary, or, $40.20 per hour NICK _9119: 3 43 11 11 11 79 ORANGE COUNTY NORTH CAROLINA 7 33 Outline of State & Local Incentives 411 11 IMF Sales Tax Exemption on Machinery & Equipment Purchases $270,000 One North Carolina Fund (discretionary performance grant) $50,000 N.C. Community College System's "Customized Training" $118,500 Job Ready Grants $10,000 Work Opportunity Tax Credit $52,800 Federal Bonding Program $90,000 Performance Based Incentive (as proposed) $100,433 . , cc 'AI ORANGE COUNTY NORTH CAROLINA 8 34 Forecast of CITEL's Capital Investment Schedule 2026 ,Mi 2027 2028 Real_ $91250,000 $0 $0 $0 $0 $97250,000 • • Personal $2,000,000 $1 ,000,000 $1 ,000,000 $1 ,000,000 $1 ,000,000 $6,000,000 Property • $1192509000 $1 ,000,000 $1 ,000,000 $1 ,0009000 $1 ,000,000 $15,250,000 The Orange County incentive is based only on the $6,000,000.00 personal property investment, and on the estimated $500,000.00 to $1 ,000,000.00 in net new real property investment for upfit improvements to be made to the existing building. Real Property: Up to $9.25 million for an existing building, which includes CITEL making up to $1 ,000,000 in new building upfit improvements. The value of the existing building is not included in the County's incentive calculation. ert ORANGE COUNTY Personal Pro pert y NORTH CAROLINA $6,000,000.00 in new taxable machinery and equipment investment. 35 Orange County's Performance-Based Incentive • Performance-based grant is calculated at 75% of actual net-new business and real property tax investment valuation, for 5 years. (Same incentive formula as previously approved by the BOCC for ABB, Medline Industries, and Morinaga). • The purchase of the former Mid-Atlantic STIHL Inc. building that is already taxed by Orange County, is not included in the calculation. Only the net-new investment in personal property (machinery & equipment), and $500,000 to $1 ,000,000 in additional real property (for improvements to the existing building to be purchased) is proposed to receive an incentive. • Estimated 5-year incentive total is $100,433 • During the first 10 years of operation, CITEL's investment is estimated to create up to $263,313 in total gross property tax valuation, and $162,800 in net valuation for the County. ORANGE COUNTY NORTH CAROLINA 10 36 Orange County's Performance-Based Incentive Orange County • • ��r. Y ��.M ►rr_ �.�w�r ���rte,r. ■ New 0 Property $17,553 $22,660 $27,255 $31 ,392 $35,050 $133,910 Tax Revenue Incentive -$139165 -$16,995 -$20,442 -$23,544 -$26,288 -$1009433 Payment Annual Net $4,388 $5,665 $6,814 $7,848 $8,763 $339477 Revenue , Orange County • • 1 New Property - Revenues $263,313 PaymentsIncentive -$1001433 Total Net Revenues $162,880 ORANGE COUNTY NORTH CAROLINA 11 37 Benefits of CITEL Locating in Orange County • Creates 79 total full-time jobs, with benefits, to include 38 new full-time jobs to be created locally (in addition to the 41 jobs that will be offered relocation from Florida) to be created between 2025 — 2029, at an average annual wage of $83,611 or approximately $40.20 per hour. • Adds up to $6 million in new personal property investment (machinery and equipment) and $500,000 to $1 ,000,000 in new real property investment (building upfit improvements), to include the potential for solar panels. • Occupies a commercial/industrial building that is currently vacant in Hillsborough's Meadowlands business district. • Proposed incentive is revenue positive for the first 5 years, netting 25% per year of the forecasted net new property tax valuation. • Increased diversification of the County's economy through adding another light industrial manufacturer, and with international ties. • Orange County would become the firm's chief center of operations in the USA. ORANGE COUNTY NORTH CAROLINA 38 Proposal for Orange County's Financial Incentives for CITEL America, Inc. Questions & Discussion ORANGE COUNTY NORTH CAROLINA 39 Attachment 3 PUBLICATION INSTRUCTION: Please publish the following notice in the Special Notice Section of the Classified Advertisements on Wednesday,November 26, 2025. The County Seal should be placed above the announcement. cot 17 52 �s pq PUBLIC HEARING Tuesday, December 9, 2025 —7:00 PM Southern Human Services Center 2501 Homestead Road Chapel Hill,NC 27514 NOTICE OF PUBLIC HEARING REGARDING PROPOSED ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT FOR PROJECT ROOSTER Notice is hereby given that in accordance with North Carolina General Statute 158-7.1, the Board of Commissioners of Orange County(the"Board")will hold a public hearing on Tuesday,December 9, 2025 at 7:00 PM at the Southern Human Services Center, 2501 Homestead Road, Chapel Hill, NC 27514. This public hearing concerns Orange County entering into an Economic Development Incentive Agreement with Project Rooster to encourage the business to expand in Orange County for a new light industrial operation. The Board will consider the appropriation of County funds for the purpose of entering into an Economic Development Incentive Performance Agreement with the Company in an amount not to exceed One Hundred Thousand Four Hundred Thirty-Three Dollars ($100,433.00), payable in up to five (5) annual installments over a five (5) year period. These funds will be used to encourage the Company to select Orange County for their proposed manufacturing and assembly operation, and, assist the Company with expenses related to up-fit of the existing building of interest. Recruitment of Project Rooster to locate in Orange County will create immediate and long-term public benefits for the County, to include bringing 79 total jobs (38 new full-time jobs to be created locally, plus 41 existing jobs to be offered relocation from another facility),with health care and related employment benefits, and new capital investment of up to $15,250,000 to occur during the first five (5) years of operation. 40 Anyone interested in the Economic Development Incentive Performance Agreement, or the nature of Project Rooster may appear and be heard at the public hearing. Anyone who wishes to make comments in writing prior to the public hearing may do so by submitting such comments to the Board of Commissioners of Orange County, c/o Clerk to the Board of Commissioners, P.O. BOX 8181, Hillsborough,North Carolina 27278, or by emailing OCBOCC@orangecountync.gov