n. AIS  Dale County Commission  Commission Special Called Meeting Minutes - August 18, 2022  The Dale County Commission convened in a special called meeting Monday, August 18, 2022. The following members were present: Chairman Steve McKinnon; District Two Commissioner Donald O. Grantham; District Three Commissioner Charles W. Gary; and District Four Commissioner Frankie Wilson. Absent: District One Commissioner Chris  Carroll  Chairman McKinnon called the meeting to order at 10:00am.  APPROVED - ECONOMIC DEVELOPMENT  Commissioner Gary made a motion to approve an Economic Development Agreement.  See Exhibit 1.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED = COUNTY ENGINEER EMPLOYMENT  Commissioner Gary made a motion to approve a five year employment contract with Matt  Murphy starting September 19, 2022.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  ADJOURNMENT: CONFIRMATORY STATEMENT  Commission Grantham made a motion to adjourn the meeting. Commissioner Wilson  seconded the motion. All voted aye. Motion carried.  Itis is hereby ordered the foregoing documents, resolutions, etc., be duly confirmed and entered into the minutes of the Dale County Commission as its official actions.  S7  Steve McKinnon, Chairman    Exhibit 1  RESOLUTION OFTHE  DALE COUNTY COMMISSION  BE IT RESOLVED by the members of the DALE COUNTY COMMISSION (the Section 1. Findings. The Commission does hereby find, declare and ascertain as follows: (a) Dale County, Alabama, a political subdivision of the State of Alabama (The "County"), enthusiastically supports and encourages economic and industrial development; (b) Pursuant to a Vote of the Dale County Commission on February 27, 2018, the Dale County Commission established the Economic Incentive Fund (the "Fund") for prospective  "Commission") as follows:  projects that promote economic development;  (c) Ecore International. Ecore International (The "Company") is a privately held company that specializes in the manufacturing of flooring and surface products that has been in existence for over one-hundred and fifty years. They are the largest convertor of reclaimed  rubber in North America;  (d) The Company has experienced tremendous growth and as a result, requires more (e) After undertaking a site selection process, the Company has identified that certain parcel of real property aggregating approximately 40 acres (the "Project Site") located at 451 West Roy Parker Road within the County and the City of Ozark, Alabama, a municipal corporation (The "City" and together with the County, the "Local Parties"), together with an approximately 224,370 square foot facility situated thereon and known as the "Jeld-Wen Building" as a suitable location to renovate and equip for their operations (the "Project");  space in which to conduct its operations;  (f) The Company expects to employ at least 84 full-time employees and incur a (g) The development, improvement, installation, equipping and operation of the Project will further the County's economic development goals in accordance with the Fund and, accordingly, constitutes a public purpose for which financial assistance from the County is  capital investment of at least $23,667,259 in connection with the Project;  appropriate;  (h) To induce the Company to develop, improve, install, equip, and operate the Project in the County, it is necessary to make available to the Company a cash incentive of $84,000 to reimburse the Company for relocation and construction expenses in connection with  the Project (the "County Cash Incentive-");    Exhibit 1  (i) The City, where the project will be located, has committed to providing economic (1) The public benefits sought to be achieved and the public purpose to be served by the County Cash Incentive include (i) promoting, improving and expanding economic and industrial development; (ii) increasing the number and diversity of industrial jobs and related employment opportunities; (iii) enabling the local area to better retain, attract, and locate other industrial enterprises; (iv) expanding the overall tax base of the County; and (v) enhancing the  assistance in the amount of $50,000;  overall quality oflife for the citizens oft the County;  Providing financial assistance for the Project as described in the Project  Agreement is consistent with and in furtherance of the objectives of the Economic Incentive Fund and that the expenditure of such public funds for the purposes described herein will serve asa valid and sufficient purpose, notwithstanding any incidental benefit accruing to any private  entity or entities;  (k) As a result of the County's inducements in the form of the Economic Incentive (I) The Local Parties and Company desire to enter into the Project Agreement to set  Disbursement, the Company has decidedtundertake the Project in the County: and  forth their mutual rights and obligations. Section 2. Project Agreement.  The Chairman or Vice-Chairman of the  Commission is hereby authorized to execute and deliver, for and in the name and behalf of the County, the Project Agreement in substantially the form presented to the meeting at which this resolution is adopted (which form is attached hereto as Exhibit A and made a part of this resolution as iffully and completely set forthl herein) with such changes, not inconsistent with the provisions hereof, as the Chairman or the Vice Chairman shall determine to be necessary or desirable in order to consummate the transactions authorized by this resolution and the Secretary or the Assistant Secretary ofthe Commission is hereby authorized to affix the seal ofthe County  to said Project Agreement and to attest the same.  Section 3. General Authorization. The Chairman and Vice Chairman ofthe Commission and the Secretary or Assistant Secretary of the Commission are hereby further authorized and directed to execute, deliver, seal, and attest such other ancillary documents and certificates as  may be necessary to effect the transaction authorized by this resolution.  Section4. Severability Provisions. The various provisions of this resolution are hereby declared to be severable. In the event any provision hereof shall be held invalid by a court of competent jurisdiction, such invalidity shall not affect any other portion oft this resolution.    Exhibit. 1  Section 5. Contract. The terms of this resolution shall be deemed a contract with the Company, and may not be rescinded or amended by the County without the express, written  consent oft the Company.  This resolution is hereby passed and approved by the Dale County Commission in official  session on this the 18th day ofAugust, 2022.  DALE COUNTY COMMISSION: S Steve McKinnon, Chairman Chris Carroll, Districtl - ARs2 Donald Grantham, District2  Frankre Wilson, District4 4  R  Attest: Cheryl  AGy    Exhibit 1  RESOLUTION OFTHE  DALE COUNTY COMMISSION  BE IT RESOLVED by the members of the DALE COUNTY COMMISSION (the Section 1. Findings. The Commission does hereby find, declare and ascertain as follows: (a) Dale County, Alabama, a political subdivision of the State of Alabama (The "County"), enthusiastically supports and encourages economic and industrial development; (b) Pursuant to a Vote of the Dale County Commission on February 27, 2018, the Dale County Commission established the Economic Incentive Fund (the "Fund") for prospective  "Commission") as follows:  projects that promote economic development;  (c) Ecore International. Ecore International (The "Company") is a privately held company that specializes in the manufacturing of flooring and surface products that has been in existence for over one-hundred and fifty years. They are the largest convertor of reclaimed  rubber in North. America;  (d) The Company has experienced tremendous growth and as a result, requires more (e) After undertaking a site selection process, the Company has identified that certain parcel of real property aggregating approximately 40 acres (the "Project Site") located at 451 West Roy Parker Road within the County and the City of Ozark, Alabama, a municipal corporation (The "City" and together with the County, the "Local Parties"), together with an approximately 224,370 square foot facility situated thereon and known as the "Jeld-Wen Building" as a suitable location to renovate and equip for their operations (the "Project");  space in which to conduct its operations;  (f) The Company expects to employ at least 84 full-time employees and incur a (g) The development, improvement, installation, equipping and operation of the Project will further the County's economic development goals in accordance with the Fund and, accordingly, constitutes a public purpose for which financial assistance from the County is  capital investment of at least $23,667,259 in connection with the Project;  appropriate;  (h) To induce the Company to develop, improve, install, equip, and operate the Project in the County, it is necessary to make available to the Company a cash incentive of $84,000 to reimburse the Company for relocation and construction expenses in connection with  the Project (the "County Cash Incentive-");    Exhibitl  (i) The City, where the project will be located, has committed to providing economic (i) The public benefits sought to be achieved and the public purpose to be served by the County Cash Incentive include (i) promoting, improving and expanding economic and industrial development; (ii) increasing the number and diversity of industrial jobs and related employment opportunities; (iii) enabling the local area to better retain, attract, and locate other industrial enterprises; (iv) expanding the overall tax base of the County; and (v) enhancing the  assistance in the amount of $50,000;  overall quality ofl life for the citizens of the County;  JI  Providing financial assistance for the Project as described in the Project  Agreement is consistent with and in furtherance of the objectives of the Economic Incentive Fund and that the expenditure of such public funds for the purposes described herein will serve as a valid and sufficient purpose, notwithstanding any incidental benefit accruing to any private  entity or entities;  (k) As a result of the County's inducements in the form of the Economic Incentive (I) The Local Parties and Company desire to enter into the Project Agreement to set  Disbursement, the Company has decidedt tu undertake the Project in the County : and  forth their mutual rights and obligations. Section 2. Project Agreement.  The Chairman or Vice-Chairman of the  Commission is hereby authorized to execute and deliver, for and in the name and behalf of the County, the Project Agreement in substantially the form presented to the meeting at which this resolution is adopted (which form is attached hereto as Exhibit A and made a part of this resolution as iffully and completely set forth herein) with such changes, not inconsistent with the provisions hereof, as the Chairman or the Vice Chairman shall determine to be necessary or desirable in order to consummate the transactions authorized by this resolution and the Secretary or the Assistant Secretary of the Commission is hereby authorized to affix the seal oft the County  to said Project Agreement and to attest the same.  Section 3. General Authorization. The Chairman and Vice Chairman oft the Commission and the Secretary or Assistant Secretary of the Commission are hereby further authorized and directed to execute, deliver, seal, and attest such other ancillary documents and certificates as  may be necessary to effect the transaction authorized by this resolution.  Section 4. Severability Provisions. The various provisions of this resolution are hereby declared to be severable. In the event any provision hereof shall be held invalid by a court of competent jurisdiction, such invalidity shall not affect any other portion oft this resolution.    Exhibit 1  Section 5. Contract. The terms of this resolution shall be deemed a contract with the Company, and may not be rescinded or amended by the County without the express, written  consent ofthe Company.  This resolution is hereby passed and approved by the Dale County Commission in official  session on this the 18th day of August, 2022.  DALE COUNTY COMMISSION: Sf Steve McKinnon, Chairman 2  Chris  9413 Donald Grantham, District2  Frankie Wilson, District 4  R  Attest: Cheryl  AGy    Exhibitl  PROJECT BURGEON AGREEMENT  THIS PROJECT AGREEMENT (this Agreement") is made and entered into on this the 18th day of August, 2022 (the "Effective Date"), by and among DALE COUNTY, ALABAMA, a political subdivision of the State of Alabama (the "County"), the CITY OF OZARK, ALABAMA, an Alabama municipal corporation (the "City," and together with the County, the "Local Parties," and individually, a "Local Party"), ECORE INTERNATIONAL INC, a Pennsylvania corporation ("Ecore" and/or the "Company"). The County, the City, and Ecore are herein together sometimes referred to collectively as the Parties," and individually, as a "Party".  RECITALS  WHEREAS, Ecore, aj privately held company that is an industry leading manufacturer of flooring and surface products, is owned by members ofit its management and other private investors (the "Owner") and currently operates in a facility located in Lancaster County, Pennsylvania at  715 Fountain Avenue, Lancaster, Pennsylvania 17601; and  WHEREAS, the Company has experienced tremendous growth since their establishment WHEREAS, after undertaking a site selection process, the Company has identified that certain parcel of real property, aggregating approximately 40 acres (the "Project Site") located at 451 West Roy Parker Road within the County and the City of Ozark, Alabama, a municipal corporation, as more particularly described in Exhibit "A" attached hereto (the "Project Site"), together with an approximately 224,370 square foot facility situated thereon and known as the "Jeld-Wen Building" (the Facility," and together with the Project Site, the "Premises"), as a  and, as ai result, require more space in which to conduct their operations; and  suitable location to renovate and equip for their operations (the "Project"); and Capital Investment of at least $23,667,259 in connection with the Project; and  WHEREAS, the Company expect to employ at least 84 Full-Time Employees and incura a WHEREAS, the Local Authorities have determined that the location of the Project at the Premises, through the provision of the incentives and agreements hereinafter set forth, would be in the best interest of the Local Authorities and the citizens of the City and the County by: (i) promoting, improving and expanding economic and industrial development; (ii) increasing the number and diversity of industrial jobs and related employment opportunities; (iii) enabling the local area to better retain, attract, and locate other industrial enterprises; (iv) expanding the overall tax base oft the City and the County; and (v) enhancing the overall quality oflife for the citizens of  the City and the County; and  WHEREAS, the Local Authorities are willing to incentivize the Company to locate to the Premises and perform its commitments hereunder by, among other things: ()making available the County Cash Incentive to pay for relocation and construction expenses in connection with the Project, all as more particularly set forth and described herein; (ii) making available a paving program for the location in the amount of approximately $50,000 by the City of Ozark; and (iii) an agreement between the Company and the City wherein the City would agree to a ten (10)year    Exhibitl 1  abatement ofNon-educational Sales and Use' Tax: and Personal Property Tax for ane estimated value  of$1,698,741.00; and  WHEREAS, the development of the Project at the Premises will further assist in the expansion of economic developments that are critical to the sustained economic health and wellbeing ofthe City, the County, and the surrounding areas, and each ofthe City and the County accordingly find that providing financial assistance for the Project as described in this Agreement ist being made under and in furtherance ofany power and authority authorized by Amendment 772 to the Constitution of Alabama of 1901 (the "Amendment 772"), and the City and County have determined that the expenditure ofpublic funds for the purposes herein specified will serve a valid and sufficient public purpose, notwithstanding any incidental benefit accruing to any private entity  or entities.  NOW, THEREFORE, for and in consideration of the foregoing premises and the other agreements and covenants herein contained, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties hereto, intending to  be legally bound, do hereby agree as follows:  ARTICLE1 DEFINITIONS  1.1 Terms. For purposes of this Agreement, the following terms shall have the Affiliate" of any specified entity shall mean any other entity directly or indirectly Controlling or Controlledl by or under direct or indirect common Control with such specified entity.  meanings as set forth in this Section 1.1:  Agreement" shall have the meaning set forth in the Preamble. "Agreement Action" shall have the meaning set forth in Section 8.17. Amendment 772" shall have the meaning set forth in thel Recitals.  "Capital Investment" means all costs and expenses incurred by the Company in connection with the development, construction, installation, and equipping of the Project, if such costs are required to be capitalized for federal income tax purposes, determined without regard to any rule that permits expenditures properly chargeable to a capital account to be treated as current  expenditures.  "City" shall have the meaning set forth in the Preamble.  "City Incentive" shall mean those incentives specified in Section 3.1.  2    Exhibit 1  "Commence Construction" or Commencement of Construction" shall mean physical work is being performed regularly, using appropriate equipment and manpower, to construct and equip the Project and install necessary infrastructure to accomplish the objectives oft the Project. "Commence Operations" or Commencement of Operations" shall mean that the  Company is producing products at the Project in commercial quantities. "Company" shall have the meaning set forth in the Preamble.  "Company Event of] Default" shall have the meaning set forth in Section 7.2(a). "Control" when used with respect to any entity means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "Controlling" and' "Controlled"have: meanings  correlative to the foregoing.  "County" shall have the meaning set forth in the Preamble.  "County Cash Incentive" shall have the meaning set forth in Section 3.2. "Courts" shall have the meaning set forth in Section 8.17. "Ecore" shall have the meaning set forth in the Preamble. "Facility" shall have the meaning set forth in the Recitals.  "Force Majeure Event" shall mean a matter which the Company are unable to control and anticipate, including acts of God, acts of terrorism, and extreme weather, but excluding  unfavorable economic conditions.  "Full-Time Employee" shall mean a person that is (i) being paid directly by a Company for working at the Facility for not less than 36 hours per week, and who a Company identifies as its employee to the U.S. Internal Revenue Service or the Alabama Department of] Revenue or the Alabama Department of Labor on returns or reports filed with the foregoing, including but not limited to, IRS Form 941, (ii) an employee ofa temporary personnel agency or a direct contractor ofa Company who is paid by the temporary personnel agency or the Company's direct contractor for working at the Facility for not less than 36 hours per week, or (ii) a person working under a contract with a Company for working at the Facility for not less than 36 hours per week. Notwithstanding the above, the term' Full-Time Employee" shall not include a worker performing construction work on buildings or other structures which are intended to bej part of the Project.  Indemnified Party" or Indemnified Parties" shalll have the meaning set forth in Section  8.16.  3    Exhibitl  "Jobs' Target" shall have the meaning set forth in Section 2.2. "Jobs Target Date" shall have the meaning set forth in Section 2.2. "Jobs Target Minimum" shall have the meaning set forth in Section 4.2(a). "Lease" shall have the meaning set forth in Section 3.1(a).  "Local Party" or "Local Parties" shall have the meaning set forth in the Preamble. "Local Parties Event of Default" shall have the meaning set forth in Section 7.1(a).  "Outside Date" shall have the meaning set forth in Section 6.3. "Owner" shall have the meaning set forth in the Recitals.  "Party" or" Parties" shall have the meaning set forth in the Preamble.  "Person" means all natural persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities and governments and  agencies and political subdivisions.  "Premises" shall have the meaning set forth in the Recitals. "Project" shall have the meaning set forth in the Recitals.  "Property Tax Abatement" mean those incentives specified in Section 3.1(b). "Project Site" shall have the meaning set forth in the Recitals.  1.2 Interpretation. In this Agreement, unless the context indicates otherwise, the singular includes the plural and the plural the singular; references to statutes, sections or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending, replacing, succeeding or supplementing the statute, section or regulation referred to; references to "writing" include printing, typing, lithography, facsimile reproduction and other means of reproducing words in a tangible visible form; the words "including,'  "includes" and "include" shall be deemed tol be followed by the words "without limitation" or "but not limited to" or words of similar import; references to articles, sections (or subdivisions of sections), exhibits, appendices, annexes or schedules are to those of this Agreement unless otherwise indicated; references to agreements and other contractual instruments shall be deemed toi include all exhibits, schedules and appendices attached thereto and all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement; references to days shall mean calendar days unless  4    Exhibit 1  specified otherwise; and references to Persons include their respective successors and permitted  assigns.  ARTICLE2  COMMITMENTS OF THE COMPANIES  2.1 Implementation of Project. The Company shall diligently and continuously prosecute the construction and development of the Project to completion, using appropriate equipment and manpower. The Company agrees to use commercialy-reasonable best efforts to (a) proceed to closing under a Purchase Agreement with the Property Owner, (b) Commence Construction not later than September 30, 2022, and (c) Commence Operations not later than  December 31, 2022.  2.2 Jobs Target and Date. Not later than December 31, 2024 (the Jobs Target Date") 2.3 Force Majeure Event. Notwithstanding anything in this Agreement to the contrary, ifthe Company fail to meet the commitments set forth in Section 2.1 or 2.2 by the deadlines set forth in those Sections due to the occurrence of a Force Majeure Event, such delay shall not immediately result in a Company Event of Default or grounds for termination of this Agreement by the Local Parties; provided, that the Company shall have first provided written notice to the Local Parties as to the following: (a) a description ofthel Force Majeure Event in reasonable detail; (b) an explanation ofhow the Company anticipate such event will affect the Company's ability to timelyperform such obligations; (c) the actions the Company plans to undertake in order to address the conditions caused by the Force Majeure Event; and (d) an approximation of how long the Company anticipates that the Force Majeure Event will delay their ability to meet the applicable obligation under this Agreement. If the Company is making a good faith effort to meet their commitments despite the delay caused by the Force Majeure Event, the Local Parties shall give the Company ai reasonable period oftime to address such conditions before a Company Event of  the Company shall employ at least 841 Full-Time Employees (the "Jobs Target").  Default shall be considered to have occurred under this Agreement.  ARTICLE3  COMMITMENTS OF THE LOCAL PARTIES  3.1 City Incentive.  (a) Upon the Company purchasing and taking possession of the Premises, the City agrees to perform upgrades to the driveway located on the premises to an amount up to $50,000  5    Exhibit 1  within the first three (3) months of the Company taking ownership and possession of the  Premises.  (b) The City agrees to abate the Non-Educational Sales and Use Tax and Personal Property Tax for aj period of ten years, commencing on the date of execution of this Agreement,  for an estimated value of $1,698,741.00.  3.2 County Cash Incentive. The County shall provide a cash incentive ofu up to $84,000 to1 reimburse the Company for relocation and construction expenses in connection with thel Project (the "County Cash Incentive"). To request payment of the County Cash Incentive, the Company shall submit one or morei requisitions in the form attached as Exhibit "C" to the County. Each such requisition shall be accompanied by supporting documentation demonstrating to the reasonable satisfaction ofthe County that the expenditures for which reimbursement are sought were incurred fori items properlyr reimbursable. Thei incentive payments int this paragraph willl be calculated! based  on $1,000 per hire for up to 84 jobs after one full year of employment.  ARTICLE4 4  REPORTING; RECAPTURE OF PROPERTY TAX. ABATEMENT 4.1 Reporting. Within 45 days after the. Jobs Target Date, the Company shall submit to the Local Parties a certificate executed by a duly-authorized officer of the Company, together with such supporting documentation as the Local Parties may reasonably require, setting forth the  number ofFull-Time Employees as oft the. Jobs Target Date.  4.2 Recapture. The Company acknowledges that the Property Tax Abatement offered by the City is based, in part, on the estimated economic impact that will be realized from the Company's employment at the Project, and the Property Tax Abatement is justified only if the Company fulfills its commitments and agreements underthis Agreement. In consideration thereof,  the Property Tax Abatement shall be subject to recapture as follows:  (a) Should the Company fail to employ at least forty (40). Full-Time Employees (the "Jobs Target Minimum" ") by the. Jobs Target Date the Company shall, upon written demand by the City, remit to the City within 60 days after the Company receive such written demand, the  reimbursement ofany Property Tax Abatement received.  ARTICLE5  REPRESENTATIONS AND WARRANTIES  5.1 Representations and Warranties of the Local Parties. (a) The County does hereby represent and warrant as follows:  6    Exhibit 1  (1) The County, by action of its governing body, has duly authorized the execution, delivery and performance of this Agreement, and has the power to perform its  obligations contained herein.  (ii) Neither the authorization, execution and delivery of, nor the performance of, this Agreement by the County, violates, constitutes a default under or a breach of(A) any agreement, instrument, contract, mortgage, ordinance, resolution or indenture to which the County is aj party or to which the County or its assets or properties are subject; or (B) any law, judgment, decree, order, ordinance, rule, regulation, consent or resolution  applicable to the County or any ofi its assets or properties.  (iii) There is not now pending nor, to the knowledge of the County, threatened, any litigation affecting the County which questions (A) the validity or organization of the County, (B) the members, titles or positions oft the members of the governing body or the manner in which the officers of the County are selected, or (C) the subject matter of this  Agreement.  (b) The City does hereby represent and warrant as follows:  (i) The City, by action ofits governing body, has duly authorized the execution, delivery and performance oft this Agreement, and has the power toj perform its obligations  contained herein.  (ii) Neither the authorization, execution and delivery of, nor the performance of, this Agreement by the City, violates, constitutes a default under or a breach of(A)any agreement, instrument, contract, mortgage, ordinance, resolution or indenture to which the City is a party or to which the City or its assets or properties are subject; or (B) any law, judgment, decree, order, ordinance, rule, regulation, consent or resolution applicable to the  City or any ofi its assets or properties.  (ii) There is not now pending nor, to the knowledge oft the City, threatened, any litigation affecting the City which questions (A) the validity or organization of the City, (B) the members, titles or positions oft the members oft the governing body or the manner in which the officers oft the City are selected, or (C) the subject matter oft this Agreement.  5.2 Representations and Warranties oft the Company.  (a) Ecore hereby makes the following representations and warranties:  (i) Ecore is duly organized and validly existing as a corporation under the laws ofthe Commonwealth ofl Pennsylvania and has duly authorized its execution, delivery and performance of this Agreement. Ecore is qualified to dol business in andi is in good standing  under the laws oft the State of Alabama.  (ii) Neither the execution and delivery oft this Agreement, nor the performance hereof, by Ecore requires any consent of, filing with or approval of, or notice to, or hearing with any person or entity (including, but not limited to, any governmental or quasi-  7    Exhibitl  governmental entity), except for such consents, filings, notices and hearings described  herein, or already held or maintained.  (ini) Neither the authorization, execution and delivery of, nor the performance of, this Agreement by Ecore, violates, constitutes a default under or al breach of(A) Ecore's articles of organization or other organizational documents of Ecore, (B) any agreement, instrument, contract, mortgage or indenture to which Ecore is aj party or to which Ecore or its assets are subject, or (C) any. judgment, decree, order, ordinance, regulation, consent or  resolution applicable to Ecore or any ofits assets.  (iv) There is not now pending nor, to the knowledge of Ecore, threatened, any litigation affecting Ecore which questions the validity or organization of Ecore, or any of  the: representations and warranties of] Ecore contained herein.  ARTICLE 6  CONDITIONS PRECEDENT  6.1 Conditions Precedent to the Obligations and Commitments oft the Local Parties. (a) Anything in this Agreement to the contrary notwithstanding, the effectiveness of this Agreement shalll be subject tot the approval ofeach ofthe governing bodies ofthe Local Parties. The approval of the governing bodies of the Local Parties must be given at a public meeting following satisfaction of the notice and other applicable requirements of Amendment 772, including, but not limited to, thej publication ofthe notice required by Amendment 772: identifying the Company. It is expressly agreed and understood that each of the Chairman of the County Commission for the County and the Mayor for the City may, at their option, execute and deliver this Agreement but that the obligations, liabilities, agreements, and statements herein contained shall not be binding on or enforceable against the Local Parties unless and until approved by the respective governing bodies of the Local Parties following satisfaction of the provisions of Amendment 772 necessary for the actions and obligations of the Local Parties to be authorized and approved in accordance with Amendment 772. In the event that the governing bodies of the County and/or the City do not approve the obligations and commitments of thel Local Parties, then the Company shall have no obligation and is fully relieved of any obligation under this Agreement  and/or any other agreement with the County or the City.  (b) In addition to Section 6.1(a) above, anything in this Agreement to the contrary notwithstanding, the Local Parties shall not be obligated to perform their obligations hereunder, until the Local Parties shall have received the Company's counterpart of this Agreement, duly  executed by a duly authorized officer of each Company.  6.2 Conditions Precedent to the Company's Obligations. Anything in this Agreement to the contrary notwithstanding, the Company shall not be obligated toj perform their obligations  hereunder, until:  8    Exhibitl  (a) Each Local Party shall have delivered to the Company an executed counterpart of this Agreement and the City shall have delivered to the Company an executed counterpart oft the Lease, in each case duly executed by its respective duly authorized officer; and  (b) This Agreement has been approved by the respective governing bodies of the 6.3 Outside Date. In the event that all of the conditions set forth in Section 6.1 and Section 6.2 shall not have occurred by September 30, 2022 (the "Outside Date"), then this Agreement shall terminate and be ofr no further force and effect, without any liability ofany Party to the other Parties, unless the same is extended per written instrument executed by the Chairman ofthe County Commission, acting on behalfoft the County, thel Mayor oft the City, acting on behalf oft the City, and authorized officers of each Company, acting on behalfofeach Company, in which case the "Outside Date" shall be the last day of such extension. The said Chairman oft the County Commission and the Mayor of the City are hereby authorized and directed to execute any such  County and the City.  extension up through and including September 30, 2022.  ARTICLE7 DEFAULT AND REMEDIES  7.1 Events ofDefault by the Local Parties.  (a) Any one or more oft the following shall constitute an event of default by the Local Parties under this Agreement (a "Local Parties Event ofDefautr(whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or  regulation of any administrative or governmental body):  (i) the dissolution or liquidation ofal Local Party, or the filing by a Local Party ofa voluntary petition in bankruptcy, or a Local Party seeking of or consenting to or acquiescing in the appointment ofa a receiver ofall or substantially all ofits property, or the adjudication of a Local Party as a bankrupt, or any assignment by a Local Party for the benefit ofits creditors, or the entry by al Local Party into an agreement of composition with its creditors, or ifaj petition or answer is filed by a Local Party proposing the adjudication of the Local Party as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy code or any similar federal or state law in any court, or if any such petition or answer is filed by any other person and such petition  or answer shall not be stayed or dismissed within 60 days; or  (ii) failure by any Local Party to perform or observe any of its agreements or covenants contained in this Agreement, which failure shall have continued for aj period of  30 days after written notice thereof from the Company.  9    Exhibit 1  (b) Ifa Local Parties Event of Default occurs, the Company shall have available to them all rights and remedies, both legal and equitable, provided by law (including without  limitation specific performance and mandamus). 7.2 Events ofDefault by the Company.  (a) Any one or more of the following shall constitute an event of default by the Company under this Agreement (a "Company Event ofl Default") (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or  regulation ofa any administrative or governmental body):  (i) at any time prior to the completion by the Company ofi its obligations and commitments hereunder, the Company is dissolved or liquidated, or the filing by the Company ofa voluntary petition in bankruptcy, or the Company seeking or consenting to or acquiescing in the appointment ofa receiver of all or substantially all ofi its property, or the adjudication ofthe Company as a bankrupt, or any assignment by the Company for the benefit ofits creditors, or the entry by the Company into an agreement ofc composition with its creditors, or ifaj petition or answer is filed by the Company proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement or debt readjustment under any present or future federal bankruptcy code or any similar federal or state law in any court, or if any such petition or answer is filed by any other person and such petition  or answer shall not be stayed or dismissed within 60 days; or  (ii) failure by the Company to perform or observe any of its agreements or covenants contained in this Agreement, which failure shall have continued for a period of  30 days after written notice thereoff from the Local Parties; or  (iii) an event of default following the expiration of any applicable cure period (b) During any period after the Local Parties have provided written notice to the Company specifying the existence of a Company Event of Default and during which the Company have failed to cure said Company Event ofDefault tot the reasonable satisfaction oft the Local Parties, thel Local Parties shall not be required to make available any incentive tot the Company orj perform any other obligation hereunder. Ifa Company Event ofDefault exists, the Local Parties shall have all rights and remedies provided by law in addition to 7.3 Remedies Subject to Applicable Law. All rights, remedies and powers provided in this Article 7 may be exercised only to the extent the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions oft this Article 7 are intended to bes subject to all applicable mandatory provisions ofl law which may be controlling int the premises and to be limited to the extent necessary sO that the same will not render this Agreement invalid  by the Company under the Lease.  the rights and remedies oft the Local Parties under this Agreement.  or unenforceable.  10    Exhibitl  ARTICLE8 MISCELLANEOUS  8.1 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proofofthis Agreement to produce or account for more than one such counterpart.  8.2 Governing Law. The governing law of this Agreement shall be the internal law of the State of Alabama without regard to any conflicts ofl laws principles that would apply the law  ofanother jurisdiction.  8.3 Severability. In case any one or more oft thej provisions contained int this Agreement should be invalid, illegal or unenforceable in any respect and for any reason whatsoever, the validity, legality and enforceability oft the remaining provisions shall not in any way be affected or  impaired thereby.  8.4 Notices. All communications and notices expressly provided herein shall be in writing and shall be sent, by registered first class mail, postage prepaid, by a nationally recognized overnight courier for delivery on the following business day, addressed as follows:  Ifto the City:  CityofOzark 275 North Union Avenue Ozark, Alabama 36360  With copy to:  Ifto the County:  Dale County Commission 202 AL-123 Ozark, Alabama 36360  With a copy to:  Iftol Ecore:  11    Exhibitl  With a copy to:  or to such other address as the receiving Party shall have most recently forwarded to the sending  Party pursuant to the provisions of this Section 8.4.  8.5 Costs and Expenses. Each Party agrees to pay its own costs and expenses incurred in connection with the proposals, responses and negotiation of the transactions contemplated herein, including all costs and expenses incurred in connection with the preparation of this  Agreement or otherwise.  8.6 Amendment and Waivers. This Agreement may not be amended or modified except by a written instrument signed by each Party. No consent or waiver, express or implied, by any Party hereto to any breach or default by any other Party ini the performance bys such other Party of its obligations and commitments hereunder shall be valid unless in writing, and no such consent or waiver to or of one breach or default shall constitute a consent or waiver to or of any other breach or default in the performance by such other Party of the same or any other obligations or commitments ofs such Party hereunder. Failure on the part ofany Party to complain of any act or failure to act ofa any other Party or to declare such other Party in default, irrespective ofhow long such failure continues, shall not constitute a waiver by such Party of its rights hereunder. The granting of any consent or approval in any one instance by or on behalf of any Party hereto shall not be construed to be a waiver or limit the need for such consent in any other or subsequent  instance.  8.7 Assignment.  (a) Except as set forth in Section 8.7(b) below, this Agreement is not assignable by any Party without the prior written consent oft the other Parties. The Local Parties agree to respond to any requested assignment of this Agreement by a Company within 30 days of receipt of a Company's request delivered in writing pursuant to Section 8.4. Ifthe Local Parties fail to reject such requested assignment in writing within such 30-day period, then the Local Parties shall be  deemed to have approved the Company's requested assignment.  (b) Without the need for either Local Party's consent, the rights and obligations of a Company under this Agreement may bet transferred or assigned in whole ori inj part by the Company to any financially solvent Affiliate of the Company that agrees to assume the covenants, commitments, and obligations of the Company under this Agreement and in connection with the Project and is adequately capitalized therefor. Ifs so assigned, both the Company and the assignee shall be liable for the performance of the assignee's covenants, commitments and obligations hereunder, unless expressly excused therefrom by the Local Parties, to be expressed in a writing signed by the Chairman ofthe County Commission of the County and the Mayor oft the City.  12    Exhibitl  8.8 Section Titles and Headings. The section titles and headings are for convenience 8.0 Entire Agreement. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the Project and no other offers, agreements,  only and do not define, modify orl limit any ofthe terms and provisions hereof.  understandings, warranties, or representations exist between the Parties.  8.10 Survival of Representations. Warranties and Covenants. The representations, warranties and covenants made by each ofthel Parties hereto and contained herein shall survive the performance ofa any obligations to which such representations, warranties and covenants relate. 8.11 Binding Effect. This Agreement and all terms, provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Company and their successors and permitted assigns and shall be binding upon and shall inure to the benefit ofthe Local Parties and their respective successors and assigns and all other state agencies and any other agencies, departments, divisions, governmental entities, public corporations, and other entities which shall be successors to the Local Parties or which shall succeed to or become obligated to perform or become bound by any oft the covenants, agreements, or obligations hereunder oft the Local Parties  which are Parties hereto. Agreement.  8.12 Time is oft the Essence. Time is of the essence as to all terms and conditions oft this 8.13 No Consequential Damages. Except as otherwise provided herein, no Party shall, in any event, be liable to any other Party, whether by way of indemnity or otherwise, for any indirect, incidental, punitive, special or consequential damages, including loss ofrevenue or profit, cost of capital, loss of business reputation or opportunity costs due to delays inj payment, whether any such damages arise out of contract, tort (including negligence), strict liability or otherwise. 8.14 No Third Party Beneficiary. This Agreement is intended solely for the benefit of the Parties. Nothing in this Agreement shall be construed to create any duty, standard of care or liability to, nor confer any right of suit or action on, any Person other than the Parties and no such duties, standards of care, liability, rights of suit or action shall be created or exist in favor ofany  employees or independent contractors.  8.15 Independent Contractor. For thej purposes of this Agreement and any services to be provided hereunder, each Party shall be, and shall be deemed tol be, an independent contractor and  not an agent or employee or partner oft the other Party.  8.16 Indemnification. The Company shall, and do hereby, release, save, hold harmless, and indemnify the Local Parties and their respective members, elected officials, officers, directors, employees, and agents (collectively, the Indemnified Parties" and, individually, an Indemnified Party") from and against any and all claims arising from ori in connection with (except those claims arising out oft the gross negligence or intentional misconduct of the Indemnified Party claiming indemnity) any breach or default int the performance ofa any ofe either Company's obligations herein, or arising from or in connection with any activity of either Company or any of either Company's  13    Exhibitl 1  shareholders, officers, directors, agents, contractors, or employees in connection with the Project, and from and against all costs, reasonable attorneys fees, expenses, and liabilities incurred in the defense of any such claim or any action against the Indemnified Parties, or any of them individually, by reason of any such claim, and the Company, upon notice from the Local Parties shall defend the same at the Company 'expense by counsel satisfactory to the Indemnified Parties. The foregoing indemnity obligation shall include, but is not limited to, indemnification of the Indemnified Parties against any claim for payment brought by any contractor, subcontractor, materialman, supplier, laborer, design professional, or the like in connection with work, labor, and/or materials supplied or performed at the request of either Company in connection with the improvements of the Project. The foregoing indemnity obligation shall survive the expiration or  earlier termination ofthis Agreement.  8.17 Venue. Each of the Parties irrevocably submits to the jurisdiction of the Alabama state courts sitting in Dale County, Alabama (collectively, the "Courts") over any suit, action or proceeding arising out oforr relating to this Agreement or any transaction undertaken in connection therewith (an Agreement Action"); and waives, to the fullest extent permitted by law, any objection or defense that such Party may now orl hereafter have based on improper venue, lack of personal jurisdiction, inconvenience of forum or any similar matter in any Agreement Action  brought in any oft the Courts.  8.18 Ambiguities. No ambiguity in this Agreement shall be resolved against ori in favor  ofany Party.  [Signatures follow beginning on next page]  14    Exhibit. 1  WHEREFORE, the Parties hereto have executed this Agreement as of the date their  signature was properly notarized.  DALE COUNTY,ALABAMA  By:  Steve McKinnon  As Chairman oft the Dale County Commission  CITY OF OZARK, ALABAMA  By:  Mark Blankenship Asi its Mayor ofthe City of Ozark  15    Exhibitl  ECORE INTERMATIONALINC:  By:  Arthur B. Dodge, III Ecore International ChiefExecutive Officer  16    Exhibit 1  EXHIBIT "A" Description of Project Site (Attached)  17    Exhibitl 1  EXHIBIT "B" Form of] Requisition (Attached)  18    Exhibit 1  REQUISITION FOR CASHUINCENTIVE PAYMENT  DATE: TO: FROM: RE:  DALE COUNTY, ALABAMA ATTN: DALE COUNTY COMMISSION ECORE INTERNATIONAL  REQUISITION OF CASH INCENTIVE PAYMENT  AGGREGATE CASH INCENTIVE PAYMENTS PREVIOUSLY RECEIVED: $0 AMOUNT REQUESTED:  Pursuant to the Project Agreement among Dale County, Alabama, the City of Ozark, Alabama, Ecore International ("Ecore" or the Company"), the Company hereby request payment in the amount specified above. The Company certify that all conditions for payment under the Project Agreement have been satisfied and that the expenditures for which: reimbursement is being requested qualify for reimbursement under the Project Agreement and that each has been paid.  Submitted with this Requisition are invoices or other documentation evidencing these  expenses, the payment thereofand employment verification information.  ECORE NIEKNATIONAL  By: Name: Title:  19