TOWNI MANAGER Ken Deal TOWN CLERK Pamela Mills TOWN ATTORNEY Toml Brooke  MAYOR Charles Seaford TOWN COUNCIL Don Bringle Arthur Heggins Rodney Phillips Cheryl Sheets Steve Stroud  TOWN OF CHINA GROVE Regular Meeting of the China Grove Town Council  Tuesday, February 15th, 2022  China Grove Town Hall China Grove, North Carolina  6:00 p.m. 6:00 p.m.  CALLTO ORDER I) Pledge of Allegiance II) Roll Call III) Adopt the Agenda PUBLIC HEARING  Mayor Seaford  6:05P.M.  I)  Public Hearing & Presentation - EDC Project Rabbit'  6:45 p.m.  ADJOURN  333 NI Main Street, China Grove, NC 28023 I Phone (704)857-2466 I Fax/(704)855-1855  "Inc accordance with Federal law' and US. Department ofA Agriculture policy. thisi institution isp prohibited from discriminating on the basis of race,. color, nationale origin, age, disability, religion, sex. familial status, sexual orientation, and reprisal. (Nota all prohibited bases upply 10 all  programs)."    NORTH CAROLINA ROWANCOUNTY  RELOCATION AND EXPANSION ASSISTANCE AGREEMENT  THIS RELOCATION AND EXPANSION ASSISTANCE AGREEMENT (the China Grove, North Carolina, a body politic (hereinafter referred to as the "Town") and Project  "Agreement") is made and entered into as of the day of Rabbit (hereinafter referred to as the "Company").  20, by and between  WITNESSETH  WHEREAS, the Company has explored the possibility of establishing a new or expanding an existing facility in China Grove (the "Project"), which would increase taxable property in the Town and result in the creation of a number ofj jobs in the Town, but would not  have a significant detrimental impact to the environment of the' Town; and  WHEREAS, the Company has determined that the property located at described in Exhibit 'A' (the "Property"), is a suitable location for its expansion and  also identified as Rowan County Tax Parcel  and further  improvement; and  WHEREAS, in order to induce the Company to relocate, expand, or improve on the Property, the Town is willing to provide, or cause to be provided, to the Company certain inducements, upon terms and conditions binding upon the Town as set forth herein; and Property, the Company and' Town met and agreed to enteri into this Agreement; and  WHEREAS, prior to beginning any relocation, expansion or improvement on the WHEREAS, in consideration of the undertakings and agreements set forth herein, approximately $584 million will be invested by or on behalf of the Company in new equipment and other real property improvements on the Property, and to create a certain number of jobs as provided herein and further comply with the covenants and conditions binding upon it as set forth herein, all of which are intended to create a positive economic impact in the Town.  WHEREAS the Company expects to be a community-oriented business and intends to participate in philanthropy, community events and programs intended to increase the health and happiness of their employees and the greater community as a whole; and to consider participation  in the Rowan EDC's Forward Rowan campaign; and  WHEREAS, the Company is encouraged, to the reasonable extent possible, to purchase local services and supplies, such as, but not limited to, locally produced products, local hotel, motel and hospitality serviçes, local building and construction serviçes, and other products and  services.  NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Town hereby agree as follows:    ARTICLEI TOWN) INDUCEMENTS  The Town shall provide financial assistance to the Company through its "Economic Development Investment Policy," as hereinafter described, with respect to the Company's  development of the Property and other related expenses as follows:  1) Assistance will be provided as an Investment Grant" ("Grant") to assist the Company with construction, equipment, and other capital improvements in China Grove. The Grant will specifically apply to the Property and all real property improvements and personal property newly installed and used at the Property  ("Facility").  2) The amount of the Grant will be computed using the following steps:  a) Real Property Valuation.  i)  For each tax year that the Grant is applicable to a Property (subject to the limitations below), determine the actual assessed tax value of the real Subtract from the above amount in a) i) the baseline real property value of the Property assessed as of January 1, 2022, and prior to the investments made by the Company in real property at such property. The annual result of this computation shall be defined as the "New Real  property, located at such Property.  ii)  Property Value" for the applicable Property.  b) Personal Property Valuation.  i)  For each tax year that the Grant is applicable (subject to the limitations below), determine the actual assessed tax value of all personal property, excluding supplies and rolling stock, located at, and used in such Subtract from the above amount in b) i) the assessed tax value of personal property, excluding supplies and rolling stock, located at, and used on such Property as of January 1, 2022. The annual result of this computation shall be defined as the "New Personal Property Value" for  Property.  ii)  the applicable Property.  c) Town) Property Tax Determination. The sum of the New Real Property Value and the New Personal Property Value of a Property for each applicable year shall be the "New Property Value" of such Property for such year. Multiply the New Property Value for each applicable Property by the Town tax rate applicable for the tax yeara at issue to determine the amount of property taxes applicable to the new property at d) Grant Amount Determination. Multiply the property taxes applicable to the New 3) The Grant will be structured as a reimbursement of a portion of the real and personal property taxes assessed against each applicable Property and the Company. Such payment of the Grant will be made to the Company. Payment may be requested by  such Property.  Property Value for each applicable Property by 80% (0.80).    the Company no sooner than January Ist and no later than June 30+ of the fiscal year in which the taxes are due. The Grant will be paid within sixty (60) days of the Company providing certifications as set forth in Article III (3), and receipt of the Company's full payment of all real and personal property taxes due to the Town. Payment of the Grant shall be equal to Eighty Percent (80%) of the Town property taxes paid on the New Property Value of the Property by the Company according to Paragraph (2) above at the prevailing China Grove tax rate for the tax year of the 4) Tax amounts due on property discovered by the Town through its customary audit procedures and not listed by the Company shall be excluded from this Agreement, and the Town shall not be responsible for reimbursement on these amounts for any  requested Grant.  tax year.  ARTICLEII  SCHEDULEOFCORPORATE IMPROVEMENTS  1) The Company has determined that the Property is a suitable site for location of its Facility and shall acquire all local permits, zoning approvals, and required state and federal permits, if applicable. The Company expects to have the Facility completed 2) The Company shall receive the Grant for fifteen separate tax years ("Grant Term"), which shall begin with property assessed as of January 1, 2024, with the first such reimbursement to be provided to the Company by the Town during fiscal year ended June 30, 2025. If the Façility is not complete by January 1,2 2024, the Grant shall be 3) Unless an event triggering the Force Majeure provision set forth in Article VII herein shall occur, the initial year shall commence on property assessed as of January 1, 4) Any subsequent qualifying expansion of the Facility by the Company shall be eligible (provided the Relocation and Expansion Assistance Program is still in effect) for consideration as a separate Grant under the Relocation and Expansion Assistance  by December 31,2023.  based on the percentage complete and assessed for that year.  2024.  Program, each for a separate Grant' Term.  ARTICLEIII EMPLOYMENT  1) The Company projects that it will create 2,500 Full Time Equivalents ("FTEs") with this Project. As of December 31, 2028, the Company shall employ 2,500 FTEs at this Project. An FTE position requires at least 1,600 hours of work per year and is provided standard 2) For each of the following Fiscal Years (FYs) of the Agreement that the company requests the disbursement of grant funds, the Company shall certify that the following  company benefits.  employment goals have been met, prior to receiving payment:    Town Fiscal Year (FY) Number of New FTEs (in aggregate)  FY 25-26 FY 26-27 FY 27-28 FY: 28-29 FY29-30 FY30-31 FY31-32 FY32-33 FY33-34 FY34-35 FY35-36 FY36-37 FY37-38 FY38-39 FY39-40  594 1,184 1,659 2,124 2,500 2,500 2,500 2,500 2,500 2,500 2,500 2,500 2,500 2,500 2,500  3) The Company shall certify annual progress towards the employment of the required number of FTEs to the Town on or before June 30, 2025, and on. June 30t following each of the remaining years of the Grant Term. Such certification shall include a copy of the Company's "Employers Quarterly Tax and Wage Report" (Form NCU1 101 filed with the NC Employment Security Commission) for the quarter a) ending on or immediately preceding the date of the annual request and b) the number of FTES as of that same date. Ift the NÇCUI 101 is discontinued or modified, a successor form performing a comparable function must be submitted. If applicable, the Company shall also provide copies of its One NC Grant reporting to the Town when they have been submitted to the State. 4) Should the Company fail to certify its annual employment numbers by June 30", the Town may allow the Company an extended cure period to file and certify this particular 5) Ift the Company does not meet the employment goals, the Town will reduce the annual Grant payment on a pro-rata basis until such time as the Company once again meets employment goals. Pro-rata reduction shall be computed based on the percentage of the  report annually.  goal not met for the given year.  ARTICLEIV  TERMINATION OF GRANT AGREEMENT AND REQUIRED REPAYMENTOE GRANT FUNDS UPON ANNOUNCED TERMINATIONOFOPERATIONS OR The assistance provided by China Grove, through the Relocation and Expansion Assistance Program, represents a substantial commitment of public resources. Companies that participate in this program are expected to maintain and continue operations beyond 2) Should the Company cease operations or eliminate the majority of their workforce (51% reduction or more within a twelve (12) month span), the Agreement will be terminated and the Company will be required to repay all grant proceeds provided during the thirty-  MAJORITY REDUCTION IN WORKFORCE  the end of the Grant Term.  six (36) months prior to the cessation or reduction.    3) Repayment of grant funds shall be required if the Company has received any grant disbursements from the Town within the thirty-six (36) months prior to the earlier of (a) Public announcement by the Company of plans to close or eliminate the majority oft the workforce, (b). Actual cessation of operations, or elimination of a majority oft the 4) The Company shall make payment to the Town within one hundred and twenty (120) days ofs such announcement or event. The Town may use any and all legal recourse to  workforce.  pursue restitution from the Company and/ori its successors.  ARTICLEV CONDITIONS  RELOCATION AND ASSISTANCEGRANT ADDITIONAL TERMS AND  As further consideration for the granting of certain relocation and assistançe grants to the Company by the Town, the Company further agrees that it shall abide by the Federal Immigration and Control Act of 1986 and all subsequent amendments thereto (collectively 1) The Company shall provide to the Town an annual certification, as oft the time the Company first claims the Grant and each year it claims an installment or carryforward of the Grant, that the Company has implemented measures necessary to bei in compliance with the Act and does not knowingly employ any unauthorized alien at thel Facility; and 2) Ifthe Company fails to implement measures necessary to be in compliance with the Act ork knowingly employs an unauthorized alien at the Facility, and if upon learning of such event, fails to cure such matter within sixty (60) days from learning ofs such, then the Grant shall expire and the Company may not take any remaining installment or  the "Act"). To that end, the Company agrees as follows:  carryforward oft the Grant.  ARTICLEVI  REPRESENTATIONS. WARRANTIES ANDCOVENENANTS - COMPANY The Company represents, warrants, and covenants to the Town, as applicable, as of the 1) Standing. The Company is a company duly organized and existing and in good 2) Authority. The Company has the corporate power and authority to own its properties and assets, to carry on its business as it is now being conducted and to execute and 3) Enforceability. This Agreement is the legal, valid, and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal laws, in effect from time to time, which affect  date oft this Agreement that:  standing under the laws of the State of North Carolina.  perform this Agreement.  the enforcement of creditors' rights generally.    4) No Violations. This agreement does not violate the charter documents or bylaws of the Company or any provisions of any indenture, agreement, or other instrument to 5) No Conflicts. This agreement does not conflict with, result in a breach of or constitute an event of default under (or an event which, with notice or lapse of time, or both, would constitute an event of default under) any indenture, agreement, or 6) Certifications. The Company shall be solely responsible for providing certifications of expenditures and jobs to the appropriate Town officer at the time of filing the  which the Company is aj party.  otheri instrument to which the Company is a party.  request for the annual Grant  ARTICLEVII  REPRESENTATIONS. WARRANTIES AND COVENENANTS- -TOWN The Town represents, warrants, and covenants to the Company, as applicable, as of the 1) The Town (a) has full power and authority to enter into this Agreement and to enter into and carry out the transactions contemplated by this Agreement (b) by proper action has duly authorized the execution and delivery of this Agreement; and (c)is 2) The Town has duly authorized, executed, and delivered this Agreement, and this Agreement constitutes the Town's legal, valid, and binding obligation, enforceable 3) There is no litigation or proceeding pending or threatened against the Town or affecting it which would adversely affect the validity of this Agreement. 4) The' Town is not in default under any provision of State law which would affect its 5) To the best of the Town's knowledge, no officer or official of the Town has any interest (financial, employment, or other) in the Company or the transactions 6) With respect to this Agreement, the Town has complied fully with all requirements  date of this Agreement that:  noti in default under any provisions of this Agreement.  in accordance with its terms.  existence or its powers as referred toi in subsection (1).  contemplated by this Agreement. ofN.C. General Statute 158-7.1 etseq.  ARTICLE VIII GENERALPROVISIONS  1) Governing Law. This Agreement shall be governed and construed under the laws of the State of North Carolina, notwithstanding any rules concerning application of the 2) Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party, except that Company may assign this Agreement to aj parent, subsidiary, or affiliate as a part of any corporate restructuring.  laws of another state or jurisdiction.    3) Entire Agreement. This Agreement, and its attachments, constitute the entire agreement of the parties, and may not be contradicted by any prior or contemporaneous communications of any kind. This Agreement may only be modified by a written instrument that is signed by an authorized representative of 4) Breach. In the event of a breach of this Agreement, the non-breaching party shall provide written notice of the breach to the breaching party, and the party in breach shall have thirty (30) days from the date of notice of the breach to cure its 5) Waiver. Nothing in this Agreement shall constitute a waiver of any rights that the Company may have to appeal or otherwise contest any listing, appraisal, or 6) Force Majeure. Any delay in the performance of any duties or obligations of either party hereunder (the "Delayed Party") shall not be considered a breach of this Agreement and the time required for performance shall be extended for a period equal to the lesser of (a) the period of such delay or (b) 24 months, provided that such delay has been caused by or is the result of any acts of God; acts of the public enemy; insurrections; riots; embargoes; labor disputes, including strikes, lockouts, job actions, or boycotts; shortages of materials or energy; fires; explosions; floods; changes in laws governing international trades; or other unforeseeable causes beyond the control and without the fault or negligence of the Delayed Party. The Delayed Party shall give prompt notice to the other party of such cause and shall take whatever reasonable steps are necessary to relieve of such cause as promptly as possible. No such event shall excuse the payment of any sums due and payable hereunder on the due date thereof except any payment due upon the occurrence of any act or event for which delayed performance is excused as provided above. 7) Notices. All notiçes required or allowed by this Agreement shall be delivered in person, by overnight courier service (such as Federal Express), by certified mail, return receipt requested, postage prepaid, secure electronic transfers or by fax with written confirmation of receipt (with a copy sent by one of the other methods specified herein), addressed to the party or person to whom notice is to be given at  each party.  performance under this Agreement.  assessment that the Town may make relative to the Properties.  the following addresses:  To Town:  China Grove Town Manager 333 North Main Street China Grove, NC 28023 Phone: (704) 857-2466 Facsimile: (704)855-1855 China Grove Attorney 101 South Main Street China Grove, NC 28023 Phone: (704) 857-6121 Name and Contact Information  With Copy (which does not constitute notice to):  To Company:    To Company Regarding Payment of Grant, also include: With Copy (which does not constitute notice to):  Contact for the Grants Ifrequested by the Company  Notice shall be deemed to have been given with respect to overnight carrier or certified mail, one (1) day after deposit with such carrier and as to facsimile, on date of transmission, provided additional service is made. The addresses may be changed by giving written notice as provided herein: provided, however, that unless and until such written notice is actually received, the last address stated herein shall be deemed to continue in effect for all purposes hereunder.  [Signature page follows]    IN WITNESS WHEREOF, the' Town and the Company have caused this Agreement to be executed in quadruplicate originals, in their respective names, by persons duly authorized by proper authority, and have sealed the same as of the day and year first above written.  PROJECTRABBIT By: Title:  [Corporate Seal] ATTEST: Name_  (Seal)  CHINA GROVE, NORTH CAROLINA  Charles Seaford Mayor  [Corporate Seal] ATTEST: Pamela Mills Town Clerk  This instrument has been pre-audited in the manner: required by the Local Government Budget  and Fiscal Control Act.  Tara Dropp Finance Director  APPROVED ASTOI FORM AND: LEGAL SUFFICENCY:  Thomas Brooke Town Attorney