TOWN OF DALLAS SPECIAL MEETING JUNE 25, 2018 5:00PM  MINUTES FOR BOARD OF ALDERMEN MEETING  The following elected officials were present: Mayor Coleman, Alderwoman Thomas, Alderman Huggins, Alderman Withers, The following staff members were present: Tom Hunn, Town Attorney; Da's Sha Leach, Town Clerk; Allen Scott, Police Chief; Doug Huffman, Electric Director; Bill Trudnak, Public' Works Director; Jonathan Newton, Finance Director; Tiffany Faro, Development Services Director; Steve Lambert, Fire Chief; Barry Webb, Project Coordinator, and Steven Aloisa, Recreation  Alderman Cearley, and Alderwoman Morrow.  Director. Maria Stroupe, Town Manager was absent.  Mayor Coleman called the meeting to order at 5:00 pm. He opened with the Pledge of Allegiance to the Flag.  Mayor Coleman read al letter he received by email from Mr. Mike Croft to withdraw his offer to purchase 130 W. Trade Street  to build a restaurant. (Exhibit A)  Public Hearing:  Item 3A- - The Downtown Development Project Agreement public hearing never opened due to the offer being withdrawn by  Mr. Mike Croft. (Exhibit B)  Alderwoman Thomas made a motion to adjourn, seconded by Alderman Withers, and carried unanimously. (5:05)  RaGolune Rick Coleman, Mayor  Da'Sha Leach, Town Clerk A4  GORIC DALL  6 8 6 3  THI CARC    EXHIBIT A  This is Mike Croft, Owner of Whiskey Mill Bar & Grill in Bessemer City, NC.  For two years we have been in talks with the city of Dallas, NC concerning the property at 130 W. Trade Street. We originally contacted the city about the property in. June of 2016. Since then wel have had several meetings onsite with various city officials. We paid an architect to come and inspect the building/property in August 2016. Also, in the same month, paid said architect to come back to the site with a structural engineer. We've had meetings with 3 different demolition companies onsite to quote the demo oft the existing structure. We've had 2 separate meetings with 2 builders on site. We've had several meetings with town officials with our lawyer present which has turned into as substantial amount  ofr money. We officially submitted an offer for the property in December 2017.  The offer was voted on and unanimously passed by the city council directly after. Ai few days later they cashed our down payment check, which they have been holding ever since. At which time we felt like the property was secured. So, we began ordering advertising material to jumpstart our marketing campaign. We began purchasing restaurant equipment, tables, chairs, trashcans, décor, etc. It We never approached the city about any loan, they informed us that theyl had $400,000.00 to offer as incentive for a restaurant downtown; in the form ofal loan they would be receiving 3x the interest that they are now receiving on the money. Ift there was a default, then they would acquire the property andi its contents back. For us it was only a good business decision because it came at a better  was then that the city informed us ofa an upset bid of $2000.00.  interest rate than the bank.  As we are businessmen and not politicians, we don't rally people to create false narratives to excel in business. My dad and Istarted Whiskey Mill with our own money and no loans. At times during construction Iwent without to complete it because Ihad a vision. We built our business from nothing. With that being said, Whiskey Mill carries almost no debt. We didn't buy ai functioning business or brand name. We created our brand name and business. There will be other Whiskey Mills and' Whiskey Mill will prosper. We've brought notoriety to Bessemer Cityi in the form of numerous awards and will  continue to do SO.  We are good to everyone. We have been nothing short of blessed and try to pass that along to others. We are very thankful for our family, customers and good fortune. We are at true testament that hard work does pay off. Ifeel like my family and business have endured enough. That being said; we regretfully withdraw our bid for the property at 130V W. Trade. We would like to wish whomever obtains  the property good luck and best wishes to the town of Dallas, NC as well. All that glitters is not gold; respectfully Mike Croft.    EXHIBIT B  Ordinance Authorizing andImplementing Downtown Development Project Agreement  WHEREAS; this ordinance is adopted for the purpose of approving a Development Agreement (the Agreement) between the Town ofI Dallas NC (the "Town") and Whiskey Mill Grill & Bar, Inc., pursuant to authority granted by N.C.G.S. 160A-400.22, N.C.G.S. 158-7.1, 160A-456,  160A-457, and 160A-458.3;and  WHEREAS; the property and building located at 130 W. Trade Street, Dallas, North Carolina, originally consisting of0.25 acres ("the property") was conveyed to the Town on or about  January 22, 2015 for the tax value of $76,119.00, and;  WHEREAS; the property was originally purchased to expand, enhance, and develop a parking lot, walkway, and other amenities, as well as giving the Town control over the re-  development oft the building located on the property, and;  WHEREAS; During 2016 a portion of the property was developed by the Town for Town WHEREAS; during the Summer of 2017, it was determined by Diamond Engineering, PLLC, the building located on the property was in such a state of disrepair that it was not  purposes, which expanded, enhanced, and developed the parking lot and walkway, and;  salvageable and needed to be demolished, and;  WHEREAS; during the Fall of2017, the building and property consisting of0.25 acres was WHEREAS; the appraised value took into account the cost of demolition but did not take into account the specific covenants, conditions, restrictions to be placed upon the property nor the  appraised by Appraisal Services, Inc. for $22,000.00, and;  subsequent subdivision oft the property, and;  WHEREAS; the Town solicited proposals for the sale and redevelopment oft the property in WHEREAS; the Town received two (2) proposals before December 1, 2017; on December 11, 2018, after review and discussion of the two (2) proposals in closed session, the Board of Alderman after exiting closed session, identified Whiskey Mill Grill & Bar, Inc. as the preferred  the Fall 2017,and;  proposal by unanimous vote, and;  WHEREAS; the Board of Alderman instructed the Town Manager and Town Attorney to negotiate the sale of the property and development agreement with Whiskey Mill Grill & Bar, Inc.,  and;  WHEREAS; the property was subdivided into a parcel consisting of 0.105 acres for Town WHEREAS; the subdivided parcel of property consisting of 0.105 acres was recombined with other adjacent Town owned property consisting of 0.833 acres and after the recombination the tract is now called tract number two, ("track two") consisting of 0.938 acres, located at 210 N.  purposes, a portion ofwhich had already been developed by the Town in 2016, and;  Page 1 of5    EXHIBIT B  Ordinance Authorizing andl Implementing Downtown DaalymathaxiAo-mat Holland Street, Dallas, North Carolina as shown on the subdivision plat file with the Gaston County  Resister ofDeeds, Book 87 page 117, on May 23, 2018, and;  WHEREAS; after publishing ofal Notice of] Public Hearing and holding al Public Hearing on March 12, 2018 the Board of Alderman approved by unanimous vote, the adoption ofa a Resolution where the subdivided parcel oft the property located at 130 West Trade Street, Dallas, North Carolina as shown on the subdivision plat file with the Gaston County Resister of Deeds, Book 87 page 117, on May 23, 2018 and now being called tract number one ("track one") that the Town does not intend to use, including the building and consisting of0.145 acres, legally and specifically describe below, would now be held for Economic Development Purposes and/or Community Development Purposes and/or Downtown Development Project Purposes, pursuant to N.C.G.S. 158-7.1, 160A-456, 160A-  457, and 160A-458.3,1 ,and;  Said tract of property, lying and being ini the Town ofDallas, NC and containing the old Setzer building. Beginning at a building corner, said corner being a corner of property owned by Laura J. Stroupe, said corner being north 01 degrees 15 minutes 09 seconds east 263.11 feet from a courthouse stone, and north 32 degrees 16 minutes 32 seconds west 143.73 feet from another courthouse stone, (crossing West Trade Street, and both stones inscribed USGS 1900) to the place and point of beginning. And running thence north 85 degrees 58 minutes 53 seconds west 65.16 feet to a building corner as recorded in Deed Book 4765 pg. 2067, thence north 03 degrees 53 minutes 53 seconds east 110.68 to a new drill hole in walkway, thence south 85 degrees 58 minutes 58 seconds east 57.22 feet to an iron pin set in the line ofLaura. J. Stroupe. said property recorded in Deed Book 4754 pg. 1310, thence with the Stroupe line south 04 degrees 03 minutes 20 seconds west 110.66 feet to the point and place of beginning. Said property being called tract number one and  containing 0.145 acres.  WHEREAS; to ensure the development progresses as approved and remains consistent with the Town's vision for the Downtown and Central Business District, fulfillment of all obligations, commitments and promises as provided for in Agreement, also to ensure the front exterior of any new evelopmen/constnuction ofa any structure, to the extent possible, maintains the Town's historic appearance and matches other buildings front exteriors that are located next to or near any new evelopmentconstnuction of any structure on tract one, it is necessary to place upon tract one, deed restrictions, covenants and other conditions, including but not limited to the remedies of the right of re-entry and reversion, all of which would result in Whiskey Mill Grill & Bar, Inc., agreeing to re-  convey tract one to the Town with all improvements and equipment. and;  WHEREAS; That tract one, being reduced from 0.25 acres to 0.145 acres, subject to covenants, conditions, restrictions, remedies and demolition expense, has a current appraised value equal to or less than $22,000.00 and has a fair market value equal to or less than $22,000.00.  WHEREAS; That the selling price of the tract one for $22,000.00 is not less than then the  appraised valued or the fair market value of tract one.  Page 2 of5    EXHIBIT B  Ordinance. Auhotingamdmpemamlid Downtown Development Project Agreement  WHEREAS; the' Town has agreed to sell tract one for $22,000.00, and;  WHEREAS; Whiskey Mill Grill & Bar, Inc. has agreed to (1) purchase tract one consisting of0.145 acres for $22,000.00, subject to covenants, conditions and restrictions and remedies, (2) the demolition of the building located on tract one and pay the cost of said demolition, (3), fulfilling the obligations as provided for in the attached Downtown Development Project Agreement  ("Agreement"), and;  WHEREAS; Whiskey Mill Grill & Bar, Inc. is in need ofa $400,000.00 loan from the Town to develop and construct a minimum 4,000 square foot restaurant on tract one; but for the Town's agreement to sell tract one and provide the $400,000.00 loan, Whiskey Mill Grill & Bar, Inc. would  not locate the restaurant: in the Town, and;  WHEREAS; Whiskey Mill Grill & Bar, Inc. has other prospects and locations in Shelby WHEREAS; Whiskey Mill Grill & Bar, Inc. has committed and agreed to the construction and development of a minimum 4,000 square foot restaurant on tract one, employment of at least 10 full time employees with aj probable hourly wage of $8.00 per hour at the restaurant to be located on  and Hickory, North Carolina they are considering for development ofar restaurant, and;  tract one, all ofwhich are provided for in the Agreement, and;  WHEREAS; Whiskey Mill Grill & Bar, Inc. has committed and agreed to a secured loan from the Town, in the amount of $400,000.00 for the sole and only purpose of the construction and development of a minimum 4,000 square foot restaurant on tract one, which shall be paid back to the Town with interest at a rate of three percent (3%) per annum in one hundred twenty (120) monthly equal payments of principle and interest as determined by a standard loan amortization calculation (the "Loan") and shall commence on the first day of the calendar month occurring after a certification of occupancy is issued for the building and improvements being constructed as part of the project and until that time, Owner will make interest only payments to the Town at the same rate  applied to any amounts advanced by the Town, and;  WHEREAS; the Town has committed and agreed to develop public facilities and other amenities on the undeveloped portion of the 0.938 acres oft tract two for Town purposes and for the use and benefit of the Citizens oft the Town, as provided for in the Agreement, and;  WHEREAS; That the sale of tract one to Whiskey Mill Grill & Bar Inc. will increase the taxable property of the Town, will increase the employment of the Town, will increase the business prospects of the Town, and will likely have a significant effect on the revitalization of the Central  Business District, and;  WHEREAS; That the loan of $400,000.00 to Whiskey Mill Grill & Bar Inc. for the sole and only purpose of the construction and development of the restaurant on tract one will increase the  Page 3 of5    EXHIBIT B  Ordinance Aulonimgamdmpemaslnd Downtown Development Project Agreement taxable property of the Town, will increase the employment of the Town, will increase the business prospects of the Town, and will likely have a significant effect on the revitalization of the Central  Business District, and;  WHEREAS; That the construction and development of the restaurant on tract one will increase the taxable property of the Town, will increase the employment of the Town, will increase the business prospects of the Town, and will likely have a significant effect on the revitalization of  the Central Business District, and;  WHEREAS; That the employment by Whiskey Mill Grill & Bar, Inc. ofa minimum oft ten (10) people with a probable wage of $8.00 per hour at the restaurant located on tract one and in the Town's Central Business District will increase the taxable property of the Town, will increase the employment of the Town, will increase the business prospects of the Town, and will likely have a  significant effect on the revitalization oft the Central Business District, and;  WHEREAS; That the operation of the restaurant on tract one, for a minimum of five (5) years, will increase the taxable property ofthe Town, will increase the employment ofthe Town, will increase the business prospects of the Town, and will likely have a significant effect on the  revitalization of the Central Business District, and;  WHEREAS; That the Downtown Development Project and the approved and validly executed Downtown Development Project Agreement will increase the taxable property oft the Town, will increase the employment oft the Town, will increase the business prospects ofthe' Town, and will likely have a significant effect ont the revitalization of the Central Business District, and  WHEREAS; That the Board approves the sale of the property located at 130 W. Trade Street, Dallas, NC to Whiskey Mill Grill & Bar, Inc. for $22,000.00 subject to all covenants, conditions, agreements, restrictions and remedies contained in Agreement and subject to those covenants, conditions, agreements, restrictions and remedies, contained in the Deed above and  beyond and not limited by the Agreement, and;  WHEREAS; the Board of Alderman have reviewed the Agreement and Deed and all ofthe restrictions, covenants, conditions, agreements and remedies included in the Agreement and Deed  and;  WHEREAS; The Agreement and Deed sufficiently outlines the terms and conditions of the sale of tract one, loan, development oft the project and remedies available to the Town and Whiskey Mill Grill & Bar, Inc. in the event of nonfulfillment of the obligations outlined in the Agreement  and Deed, and;  WHEREAS; A Notice of Public Hearing was properly advertised in the Gaston Gazette on June 13, 2018 and June 20, 2018 and noticed to the public for public consideration and a copy of the Agreement made available for public review, as required by N.C.G.S. 160A-400.24,; and the public  hearing was held on June 25, 2018, and;  Page 40 of5    EXHIBIT B  Ordinance Authorizing and Implementing - Downtown Development ProjectAgreement  WHEREAS; N.C.G.S. 160A-400.22 requires that a Development Agreement be approved WHEREAS; the Town hereby finds that approval of the Agreement is consistent with the requirements N.C.G.S. 160A-400.20 et. Seq., 158-7.1, 160A-456, 160A-457, and 160A-458.3.  by ordinance, and;  NOW, THEREFORE, BASED ON THE FOREGOING FINDINGS, AND THE AUTHORITY GRANTED TO THE TOWN BY 16VA-400.20(b), N.C.G.S. 158-7.1, 160A-456, 160A-457, and 160A-458.3, IT IS HEREBY ORDAINED, BY THE BOARD OF ALDERMEN  OF THE' TOWN OF DALLAS, NORTH CAROLINA, AS FOLLOWS:  Section 1. The recitals set forth hereinabove are incorporated as part oft this Ordinance. Section 2. That the Board approves the Agreement attached to this ordinance labeled Exhibit Section 3. That the Town Manager and Town Attorney are hereby directed to take all necessary action to implement and execute the Agreement on behalf ofthe Town, and to complete the sale of tract one, located at 130 W. Trade Street, Dallas, North Carolina, as shown on the subdivision plat file with the Gaston County Resister of Deeds on May 23, Section 4. Ifthis ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the ordinance which can be given separate effect and to that end the provisions of this ordinance are Section 5. Any ordinance or part of any ordinance in conflict with this ordinance, to the  "A"and consisting ofll pages.  2018, Book 87 page 117.  declared tol be severable.  extent ofs such conflict, is hereby repealed.  Adopted this the 25th day of June, 2018.  Da'Sha Leach, Town Clerk  Rick Coleman, Mayor  Page 5 of5    EXHIBIT B  Exhibit "A"  STATE OFI NORTH CAROLINA COUNTY OF GASTON  DOWNTOWN DEVELOPMENT PROJECT AGREEMENT  THIS DOWNTOWNDEVELOPMENT PROJECT AGREEMENT, pursuant to N.C.G.S. THE TOWN OF DALLAS, NORTH CAROLINA, a North Carolina municipal corporation (hereinafter referred to as "TOWN") and WHISKEY MILL GRILL & BAR, INC., with an office and place of business in Gaston County, North Carolina (hereinafter referred to as  160A-458.3, made and entered into this the  day of  2018, by and between  "OWNER");  WITNESSETH:  WHEREAS, OWNER and TOWN intend to engage in and provide a Downtown Development Project located in the Town of Dallas, Gaston County, North Carolina, which will stimulate the local economy, increase the taxable property and business prospects of the Town, create jobs in the Town's Central Business District as a result of the Project; in addition, the project would have a significant effect on the revitalization on the Central Business District; and WHEREAS, as authorized by N.C.G.S. $ 158-7.1, 160A-456, 160A-457, and 160A-458.3 the TOWN, has agreed to provide an economic development incentive by loaning four hundred thousand dollars ($400,000.00) to OWNER as provided for below, selling the surplus property and building located at 130 W. Trade Street, Dallas, NC, subject to restrictions, conditions, covenants, and a right of reversion, for development of restaurant space (minimum of 4,000  square feet), and more particularly described as:  Said tract of property, lying and being in the Town of Dallas, NC and containing the old Setzer building. Beginning at a building corner, said corner being a corner of property owned by Laura J. Stroupe, said corner being north 01 degrees 15 minutes 09: seconds east 263.11 feet from a courthouse stone, and north 32 degrees 16 minutes 32 seconds west 143.73 feet from another courthouse stone, (crossing West Trade Street, and both stones inscribed USGS 1900) to the place and point of beginning. And running thence north 85 degrees 58 minutes 53 seconds west 65.16 feet to a building corner as recorded in Deed Book 4765 pg. 2067, thence north 03 degrees 53 minutes 53 seconds east 110.68 to a new drill hole in walkway, thence south 85 degrees 58 minutes 58 seconds east 57.22 feet to an iron pin set in the line ofLaura. J. Stroupe said property recorded in Deed Book 4754 pg. 1310, thence with the Stroupe line south 04 degrees 03 minutes 20 seconds west 110.66 feet to the point and place ofbeginning. Said property being called tract number one and containing 0.145 acres  NOW, THEREFORE, in consideration of the foregoing, the benefits accruing to OWNER, the representations and mutual promises contained herein, the parties hereto agree  ECONOMIC DEVELOPMENT AGREEMENT  Page 1    EXHIBIT B  Exhibit "A"  as follows:  1. Term. The term of this agreement shall begin upon execution and extend, unless sooner terminated as described herein, ifa all conditions are met, for a minimum offive 2. Project. The project (herein "Project") consists of the OWNER's purchase of TOWN owned land and building at 130 W. Trade Street, Dallas, NC, for $22,000.00, demolition of the existing building, investment of $400,000.00 in the construction of a new building and grounds, purchase of restaurant equipment, installation of equipment, and operation ofa ai restaurant in the Town ofDallas, Gaston County, North Carolina. The completed project/restaurant when operational will provide new employment for minimum of ten (10) people with aj probable average wage of$8.00 per hour in the downtown area. The completed project/restaurant when operational will continue uninterrupted as aj properly licensed and inspected restaurant for SO long as the debt described in Section 3 hereof, but in no event for less than five (5) years. The project also consists of the development by the TOWN of public facilities and 3. Financing. The OWNER Project will be financed by the TOWN in the form ofa Promissory Note secured by a Deed ofTrust executed by the OWNER in favor oft the TOWN, wherein the TOWN will loan the OWNER up to $400,000.00 to be paid back to the TOWN with interest at the rate oft three percent (3%) per annum in one hundred twenty (120) monthly equal payments of principal and interest as determined by standard loan amortization calculation (the "Loan"). Payments of principal and interest on the Loan will commence on the first day of the calendar month occurring after a certification of occupancy is issued for the building and improvements being constructed as part of the Project. Until that time, Owner will make interest only payments to the TOWN at the same rate applied to any amounts advanced by TOWN for construction. There shall be no penalty for satisfying and paying off the loan by the Owner before the expiration of the one. hundred twenty (120) months. The Loan proceeds shall be used exclusively for the Project. The Loan proceeds shall be disbursed to the OWNER within seven (7) days of the issuance of a draw request and approval by the Construction Manager as the Project progresses. The TOWN will not  (5) years and ai maximum of ten (10) years as. herein after set forth.  other amenities on adjacent TOWN owned property.  unreasonably delay the approval ofaj properly requested draw.  4. Construction.  a. The TOWN will employ the services of a Construction Manager. The Construction Manager will ensure that the construction and development of the restaurant and grounds proceeds according to Plans, Drawings, State and Local Building Codes, Zoning Ordinances, and other laws, regulations, and codes of the State of North Carolina, Gaston County, and the Town of Dallas. The OWNER agrees to cooperate with the Construction Manager in all aspects and will allow the Construction Manager to inspect all aspects of the development, construction, documents, paper writings, etc. to ensure compliance with this Agreement and  ECONOMIC DEVELOPMENT AGREEMENT  Page 2    EXHIBIT B  Exhibit "A"  any and all State and Local Building Codes, Zoning Ordinances, and other laws, regulations, and codes of the State of North Carolina, Gaston County, and the Town of Dallas. The Construction Manager will not interfere with or communicate with code inspectors. Failure of the agreement to address a particular permit, condition, term, or restriction does not relieve they owner of responsibility of complying with the law governing the permitting requirement, b. The OWNER will employ the services of a General Contractor for the C. The OWNER will immediately without delay undertake the properly permitted demolition of the existing building located at 130 W Trade Street within ninety d. The OWNER will immediately proceed without delay to employ the services ofa licensed professional architect/engineer to draft all appropriate plans and drawings for the project within sixty (60) days of signing this agreement. All plans and drawings shall be completed and submitted for inspection and approval by the TOWN, designee, agent, or Construction Manager prior to any construction and/or development of the project and within one hundred eighty (180) days of employing the licensed professional architect/engineer. e. The OWNER agrees to immediately proceed without delay in obtaining the proper and appropriate permits from Gaston County and the Town of Dallas for the construction and development of the project and will apply for all appropriate and proper permits within thirty (30) days of the all final plans and drawings being approved TOWN, designee, agent, or Construction Manager. The OWNER will remain diligent in obtaining and procuring all appropriate and proper permits. - After all final plans and drawings are approved by the TOWN, designee, agent and/or the Town's Construction Manager and all appropriate and proper permits are obtained the construction of the project/restaurant shall be completed by the g. After the completion of construction of the project/restaurant by the OWNER and the issuance of a Certificate of Occupancy, the restaurant shall be properly licensed and inspected as ai restaurant by the appropriate government officials. h. The TOWN will construct and develop public facilities and other amenities as provided for in Exhibit "A" attached hereto and incorporated herein by reference, on adjacent TOWN owned property. The construction and development of the TOWN owned public facilities will not interfere with the construction and development of the project/restaurant and grounds outlined in the above paragraphs by the OWNER, and will be completed within six (6) months of the  conditions, terms, or restrictions. development oft the Project.  (90) days oft the signing of this agreement.  OWNER within one (1)year, weather permitting.  OWNER'S completion oft the proposed development.  ECONOMIC DEVELOPMENT AGREEMENT  Page 3    EXHIBIT B  Exhibit "A"  i. The TOWN and OWNER will coordinate and schedule the construction and development of the projects outlined in the above paragraphs to the extent possible SO that the project undertaken by the TOWN will be completed within 6 months of the completion and operation of the project undertaken by the  OWNER.  5. Representations. OWNER makes the following representations as the basis for the  undertakings on its part herein contained:  Standing. The OWNER is a duly organized and existing North Carolina corporation under the laws of the State of North Carolina. The OWNER has the power and authority to enter into this Agreement, to perform its obligations under, and consummate the transactions contemplated by this Agreement, and is  authorized the execution and delivery oft this Agreement.  Continuity. The OWNER intends to operate the project as restaurant within the TOWN for sO long as the Loan is outstanding, but in no event less than five (5) years. OWNER will pay to the TOWN the prospective tax revenues based upon the tax value of the property as determined in the ordinary course. Inducement. The OWNER hereby certifies that without (BUT FOR) the incentives provided by the TOWN OF DALLAS, N.C., it would not site this project in the TOWN, and that it has contemplated locating in other locations, Timing. The OWNER agrees to close the purchase of the site on or before a date which is thirty (30) days after () the Property is legally subdivided and (i) the Project has been duly approved by TOWN governing body after due notice and public hearing, if required. Both events (i) and (ii) above are express conditions precedent to OWNER's performance hereunder. Furthermore, OWNER shall be entitled to terminate this agreement at any time for any or no reason within sixty (60) days of the date of this agreement. OWNER will commence construction within ninety (90) days after closing. OWNER agrees to create approximately ten (10) full-time jobs and create approximately two (2) part time jobs paying an average wage of $8.00per hour at this location of 130 W. Trade Street, Dallas, N.C. In the event OWNER fulfills these goals (above and below) sooner, OWNER may request release from this agreement.  such as Hickory, N.C.  6. Covenant. The OWNER covenants and agrees to pay the taxes, create the jobs and make the investment, which are the subject oft this Agreement in accordance with the purposes and/ or under the restrictions and conditions as set forth herein and/ ori in the 7. Conveyance. In exchange for the investment by the OWNER and the creation of new. jobs paying the average hourly rate as stated herein, the TOWN OF DALLAS,  deed tot the property.  ECONOMIC DEVELOPMENT AGREEMENT  Page 4    EXHIBIT B  Exhibit A"  N.C. agrees to sell, grant and convey the property at 130 W. Trade Street, Dallas, N.C. for $22,000.00, subject to a right of re-entry, reversion, restrictions, and covenants that run with the land within the time parameters set forth in Section 5 "Timing" above OWNER shall submit appropriate documentation of expenditures or information needed to show compliance with the investment and job creation 8. Limitation. The Property provided in accordance with this contract is to be used for economic development purposes, community development purposes, and/or downtown development project purposes in accordance with N.C.G.S. $ 158- 7.1, 160A-456, 160A-457, and 160A-458.3 of the TOWN for the construction, development, and operation of a restaurant by OWNER at 130 W. Trade Street, 9. Records. The OWNER agrees that it will supply to the TOWN, or designee, agent, construction manager, or auditor, good and sufficient, certified and auditable evidence of the OWNER's compliance with the terms and conditions of this Agreement and such records, information, reports and verification relating to expenditures of funds or the operations of the OWNER as may reasonably be requested by the TOWN. The OWNER agrees that the TOWN shall have access to the records and premises of the OWNER at all reasonable times, and the OWNER agrees to submit such reports as the TOWN shall request pertaining to the construction and development and/or the operations oft the TOWN necessary to verify compliance. The OWNER shall maintain a written accounting and documentation of all of its receipts and disbursements relating to the project which are the subject of 10.Audit. The TOWN: reserves the right to require a certified audit, or may perform the 11.7 Termination. This agreement shall terminate and the OWNER shall be in breach for the following reasons as determined by the TOWN, but not limited to these reasons:  requirements oft this project.  Dallas, N.C.  this Agreement.  audit through the use ofits staff.  a. Failure to use the Property in accordance with this agreement;;  b. Failure to pay taxes;  C. Failure to comply with the terms and conditions oft this Agreement;  d. Submission to the TOWN of reports which are incorrect or incomplete in any Frustration or impossibility of performance, rendering the carrying out of this  material respects;  Agreement improper or unfeasible;  ECONOMIC DEVELOPMENT AGREEMENT  Page 5    EXHIBIT B  Exhibit A"  - Transfer of title to the property prior to fulfillment of all requirements of this g. In addition, failure to make satisfactory progress towards construction, completion and operation of a restaurant per the above construction paragraphs and/or making thei investment in the property as set forth herein.  agreement, without the prior written consent oft the TOWN;  12. Clawback, Condition and Right of Re-entry. If the project as described in this Agreement does not produce the improvements and jobs as anticipated following the  execution of this agreement, as set forth herein, specifically:  i. Ift the amount ofi investment made in the grounds and building renovation does not meet or exceed the amount oft the Loan as of the date a certificate of occupancy for the Project is issued without modification of this ii. The average wage paid to the employees did not equal or exceed $8.00per hour, as determined by current N.C. Employment Commission criteria iii. The OWNER does not create at least ten (10) full time jobs and two (2) part time jobs by the date Owner opens for business; then, in each event, if the parties hereto do not agree to modify this agreement or extend the time for performance hereunder, the TOWN shall have the right to exercise its right of re- entry and retake the property and/ or OWNER shall re-convey the property, to the TOWN by non-warranty deed, with all improvements thereon and with OWNER bearing all cost of re-conveyance and that such right, title and interest in and to said property by OWNER shall revert to the TOWN. The OWNER agrees that the property, buildings, and grounds will not be encumbered in any way other than the lien and Deed of Trust given to the TOWN by the OWNER and no such encumbrance upon the property, building, and grounds, other than the TOWNS, shall not prevent or prohibit the TOWN from re-entry or re-conveyance back to the TOWN. TOWN shall not take the property subject to any secondary encumbrance. TOWN agrees, upon request, to consider subordinating its right ofr re- entry to said property to any mortgage, deed oftrust or security instrument to secure loans to improve said property. In the event the Property reverts to TOWN under any of the circumstances described in  agreement; and/ or  (NCUI101 form); and/ or  this Section 12, the LOAN shall be deemed paid in full.  13.Job Requirement. The new jobs to be created by the Project must be filled by employees hired after the effective date of this agreement who work at least 32hours per week for full time jobs and at least 12hours per week for part time jobs and whose wages are subject to withholding under Article 4A of Chapter 105 of the North  Carolina General Statutes.  ECONOMIC DEVELOPMENT AGREEMENT  Page 6    EXHIBIT B  Exhibit "A"  14. Non-Assignment. This Agreement is expressly non- assignable without the prior 15. Extension. The TOWN may execute an extension of this Agreement in its discretion and in accordance with such additional conditions asi it may require. 16. Waiver or Release. TOWN may waive violations or release and terminate any oft the foregoing requirements at any time. Said Release or Waiver may be recorded in the 17. Termination. The TOWN may terminate this Agreement, as set forth herein, for failure to make the investment in the property, for failure of the project, or violation oft the terms oft this Agreement, in the discretion oft the TOWN, without prior notice to OWNER. Furthermore, upon satisfactory fulfillment of the terms of this agreement, the TOWN shall release the OWNER from this agreement and release the right ofre- entry by execution ofai release recorded ini the register of deeds of Gaston County.  written consent and approval oft the TOWN.  Gaston County Registry.  18. Notice. Notice may be given as follows:  To the TOWN: Town of Dallas Manager 210 Holland Street Dallas, NC 28034  To the OWNER: Mr. Mike Croft 201 W. Pennsylvania Avenue Bessemer City, NC 28016  19.Jurisdiction and Venue. This contract shall be construed under the laws of the State of North Carolina. Any controversy or claim arising out of this agreement shall be settled or resolved by an action initiated in Gaston County, North Carolina. 20. Severability. If any provision of this agreement is deemed to be invalid or unenforceable it shall not affect the validity or enforceability of any other provision 21. Recording. The TOWN shall record the Downtown Development Project Agreement with the Gaston County Register of Deeds within fourteen (14) days of the execution ofthis Agreement. The burdens are binding upon, and the benefits oft the Downtown Development Project Agreement shall inure to, all successors to interest to the parties  oft this agreement.  ofthe agreement  IN WITNESS WHEREOF, the TOWN OF DALLAS, N.C. has caused this instrument to be signed in its municipal corporate name by its duly elected Mayor and its seal to be hereunto affixed by the Town Clerk, all by authority of its Board of Alderman and the OWNER has caused this instrument to be executed in its company name by its duly authorized representatives  both the day and year first above written.  EXECUTED this  day of  20  ECONOMIC DEVELOPMENT AGREEMENT  Page 7    EXHIBIT B  Exhibit A"  TOWN Town ofDallas By:  OWNER  Whiskey Mill Grill & Bar, Inc.  By:  Maria Stroupe, Town Manager  Rick Coleman, Town Mayor  ATTEST:  Approved As To Form and Legality  Town Clerk  Town Attorney  ECONOMIC DEVELOPMENT AGREEMENT  Page 8    EXHIBIT B  Exhibit "A"  NORTH CAROLINA GASTON COUNTY  I, the undersigned, a Notary Public in and for said County and State, do hereby certify that MARIA STROUPE personally appeared before me this day and acknowledged the due  execution oft the foregoing document.  This the  day of  2018.  (SEAL)  Notary Public  My Commission Expires:  NORTH CAROLINA GASTON COUNTY  I, the undersigned, a Notary Public in and for said County and State, do hereby certify that RICK COLEMAN personally appeared before me this day and acknowledged the due  execution of the foregoing document.  This the  day of  2018.  (SEAL)  Notary Public  My Commission Expires:  ECONOMIC DEVELOPMENT AGREEMENT  Page 9    EXHIBIT B  Exhibit "A"  NORTH CAROLINA GASTON COUNTY  I, the undersigned, a Notary Public in and for said County and State, do hereby certify  that  personally appeared before me this day and acknowledged the  due execution of the foregoing document on behalfofOWNER  This the  day of  2018.  (SEAL)  Notary Public  My Commission Expires:  ECONOMIC DEVELOPMENT AGREEMENT  Page 10    EXHIBIT B  Exhibit "A" EXHIBIT"A"  The Town shall develop, construct, and build a public facility and other amenities on the property located at 210 N. Holland Street, Dallas, NC. The public facility and amenities shall consist of a picnic shelter and recreation facilities, including but not limited to: corn hole area. The public facility and other amenities shall be open to the public and designated as a Town of  Dallas public park.  ECONOMIC DEVELOPMENT AGREEMENT  Page 11