1/19/24, 9:23AM  Regular Meeting oft the City Council  HITEV B 1833  MINUTES  Regular Meeting of the City Council 6:00 p.m. Thursday, January 11, 2024 317 S. Madison Street, Whiteville, NC, 28472  The Regular Meeting of the City Council of the City of Whiteville was called to order on Thursday, January 11, 2024, at 6:00 p.m., at 317 S. Madison Street, Whiteville, NC,  28472. 1) ROLL CALL PRESENT: ABSENT:  Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier, Joshua Harris, Helen B Holden, and' Vickie Pait  None.  OTHERS IN ATTENDANCE: Darren Currie, City Manager; Bonnie Williams, City Clerk; Carlton Williamson, City Attorney; Colburn Brown, Finance Director; Douglas Ipock, Police Chief; Hal Lowder, Emergency Services Director; Heather Dowless, Permit Specialist; Joseph Williams (The News Reporter), Call to Order by! Mayor Mann at 6:00 p.m. This regular meeting was postponed duet to approaching! inclement weather and rescheduled for Thursday, January  Greg Powell; andl Members of the Public  2) CALLTOORDER  11, 2024 at 6:00 p.m. 3) INVOCATION  Invocation provided by Council Member Collier. 4) PLEDGE OF ALLEGIANCE Pledge of Allegiance led by Mayor Mann. 5) ADOPTION OF AGENDA Helen B Holden SECONDED the motion. VOTE: 7-0 (Unanimous) Nays: 0 Absent: 0 12, 2023 December 12,2023. Jimmy Clarida SECONDED the motion. VOTE: 7-0 (Unanimous) Nays: 0 Absent: 0  Tim Collier MOVED to approve the adoption of the agenda as presented.  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier,  Joshua Harris, Helen B Holden, Vickie Pait)  6) APPROVAL OF MINUTES  6.1) Consideration for Approval of Minutes: Regular Meeting on December Tim Collier MOVED to approve the minutes for the Regular Meeting on  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim' Collier, Joshua Harris, Helen B Holden, Vickie Pait)  7) PUBLIC COMMENT  htne    1/19/24,9:23AM  Regular) Meeting ofth the City Council  None 8) BUSINESS  8.1) Considerationi for the Submittal oft the FY2023 FEMAAFG (Assistance Mr. Currie presented Council with the information regarding this grant application. Staffing is requesting City Council to authorize the submittal oft the 2023 FEMA AFG Grant. The primary goal of the Assistance to Firefighters Grant (AFG) is to meet the firefighting and emergency response needs of fire departments and non-affiliated emergency medical service organizations. Since 2001, AFG has helped firefighters and other first responders obtain critically needed equipment, protective gear, emergency vehicles, training, and other resources necessary for protecting the public and emergency personnel from fire and related hazards. This grant is a 95/5 percent grant, with FEMA covering 95% of costs and the city providing 5% of the cost. The equipment being requested in this grant is Hydraulic Rescue tools, lift bags, and stabilizing struts. These tools are used to cut and assist in removing victims from motor vehicle crashes, and machinery if need to be extricated. The estimated cost of these tools is $51,605.27, barring any price increase from application submittal and award date if awarded. If awarded this grant, the City's cost would be $2,830.27. Kevin Williamson MOVED to approve for the City Manager and the Fire Chief to submit the required documentation for the FY2023 AFG Grant.  toFirefighters Grant).Application  Tim Collier SECONDED the motion. VOTE: 7-0 (Unanimous) Nays:0 Absent: 0  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier, Joshua Harris, Helen B Holden, Vickie Pait)  8.2) Consideration for Resolution 2024-R-165-Resolution to Accept Strategic Buyout Program Properties through the NC Office of Mr. Currie presented Council with information regarding this resolution. The North Carolina Office of Recovery and Resiliency has requested that the City of Whiteville adopt Resolution No. 2024-R-165 to include a list of properties within Appendix A of the "Cooperative Agreement". Staff has brought before City Council resolutions at previous meetings. This will avoid the need for approval of multiple resolutions and include all of the properties listed on pages 3 and 4 of the document enclosed in Council's agenda packet. Mr. Currie noted there are around forty properties involved in this buyout program and there has been a lotof Jimmy Clarida MOVED to approve the adoption of Resolution 2024-R- 165 and the referenced appendix of listed properties. Joshua Harris SECONDED the motion. VOTE: 7-0 (Unanimous) Nays: 0 Absent: 0 Contract to County_Airport  Recovery and Resliency_INCORB)  interest.  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier, Joshua Harris, Helen B Holden, Vickie Pait)  8.3) Consideration fort the Approval of the Water and Sewer Extension Mr. Currie presented Council with information regarding this contract. Columbus County has received grants to construct a new terminal building at the Columbus County Airport. As a part of the phased project, the County has requested that the City extend water and sewer lines to the building with enough capacity for additional buildings. The County has requested that the City oversee the project and use the City's engineer to design, oversee, and manage the project. In return, the County will reimburse the City 100% of the cost of the project. Funds will come from the County's grant funding. City staff and Engineering Services, P.A have been working with County staff and building engineers to design the project and size of service to supply future expansion. The contract is between Engineering Services and the City of Whiteville, and a copy of this contract was included in Council's  httos: whiteville. aranicus.com/MinuteslinutesVlewer.phpPcin id-231&doc -b8ec82.ss61leenn82.0050569785a  2/5    1/19/24, 9:23AM  Regular Meeting ofthe City Council  agenda packet. There is aj project budget included with the contract. The total cost is slightly over $1 Million. Kevin Williamson MOVED to approve the contract to provide water and sewer services to the new County Airport Terminal building. Jimmy Clarida SECONDED the motion. VOTE: 7-0 (Unanimous) Nays: 0 Absent: 0  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier, Joshua Harris, Helen B Holden, Vickie Pait)  9) COUNCIL COMMENTS  Council Member Pait inquired if the City had been contacted regarding the water issue on College Street. Mr. Currie responded there are plans to install a new, larger water line in that area. Council Member Holden thanked Mr. Currie for responding to her regarding the surveyor issue. Council Member Williamson referred to a recent media report about a possible insurance rate increase for North Carolina. Council Member Williamson asked if the City could take a formal stand on this issue. Mr. Currie stated ift the Council chose  to, al letter could be written and Council could sign it.  10) REPORTS  10.1) Manager's Update  Mr. Currie reported on the following items:  1. Water and Sewer to Airport He noted the County agreed to an amended budget on the water/sewer line extensions to the airport at their last meeting. This project will be managed by the City, but the County is reimbursing the City 100-percent of the project. A new terminal building is thet first phase of expansion at the airport. 2. Mollies Branch Flood Project He stated design is continuing on this project. The City hopes to begin work soon. 3. Christmas Luncheon He thanked all staff and Council Members for coming to the Christmas Luncheon. 4. City Office Schedule He noted that City offices would be closed on January 15, 2024 in observance of Martin Luther King. Jr. Day. 10.2) Monthly Departmental Reports for November 2023. City Council received in their Agenda Packet the Monthly Departmental Reports for November 20231 from the following departments: City Clerk, Economic Development, Fire, Human Resources, Inspections, Parks and Recreation, Planning, Police, Public Works, and  Wastewater Treatment Plant.  11) CLOSED SESSION  11.1) Pursuant to NCGS 143.318.11 (a)(1)(4) To discuss matters relating to the location or expansion of industries or other businesses int the area served by the public body, including agreement on at tentative list of economic development incentives that may be offered byt the public 11.2) Pursuant to NCGS 143.318.11 (a)(1)(6) To hear or investigate a complaint, charge, or grievance by or against an individual public officer Vickie Pait MOVED to approve convening Open Session at 6:21 p.m.  body in negotiations. or employee.  and moving into Closed Session. Helen B Holden SECONDED the motion. VOTE: 7-0 (Unanimous) Nays:0 Absent: 0 Open Session.  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier, Joshua Harris, Helen B Holden, Vickie Pait)  The Council came out of Closed Session at 8:14 p.m. and reconvened Mayor Mann informed all present that during Closed Session the Council heard a grievance against an employee and the matter was  tos:/whiteville. oranicus.com/MinutesVleweroho7clp id=231&doc Id-D63ec982-b556-1  3/5    1/19/24,9:23AM  Regular Meeting ofthe City Council  addressed by Council. Mayor Mann stated this was the only information that Council was allowed to share on the matter, as iti is bound byl law. Mayor Mann stated Council would now take action on the Economic Development matter discussed during Closed Session. Tim Collier MOVED to approve the amended Interlocal Agreement for Economic Development, contingent on the County's approval of the  agreement. Helen BI Holden SECONDED the motion. VOTE: 7-0 (Unanimous) Nays:0 Absent: 0 the Interlocal Agreement. Tim Collier SECONDED the motion. VOTE:7-0 (Unanimous) Nays: 0 Absent: 0  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier, Joshua Harris, Helen B Holden, Vickie Pait)  Jimmy Clarida MOVED to approve the Agreement for Purchase and Sale of Improved Real Property, contingent on the County's approval of  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier, Joshua Harris, Helen B Holden, Vickie Pait)  Helen B Holden MOVED to approve the Economic Development Agreement Between the City of Whiteville NC and Optomi, LLC dba Provalus in Support of Job Creation Activities, contingent on the  County's approval of the Interlocal. Agreement. Vickie Pait SECONDED the motion. VOTE: 7-0 (Unanimous) Nays: 0 Absent: 0  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier, Joshua Harris, Helen B Holden, Vickie Pait)  Jimmy Clarida MOVED to approve the proposed Commercial Lease Agreement with Optomi, LLC dba Provalus, contingent on the County's  approval oft the Interlocal Agreement. Helen BI Holden SECONDED the motion. VOTE: 7-0 (Unanimous) Nays: 0 Absent: 0  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier, Joshua Harris, Helen B Holden, Vickie Pait)  Kevin Williamson MOVED to approve FY23-24 Budget Amendments 3A-5B regarding the Purchase of the Building for the Provalus Project, contingent on the County's approval of the Interlocal. Agreement.  Tim Collier SECONDED the motion. VOTE: 7-0 (Unanimous) Nays: 0 Absent: 0  Yeas: 7 (Terry Mann, Kevin Williamson, Jimmy Clarida, Tim Collier, Joshua Harris, Helen BI Holden, Vickie Pait)  Mayor Mann noted this had been a long process. He thanked Les High and Stuart Rogers for their patience during this process. Vickie Pait MOVED to approve the adjournment of the Regular Meeting on  12) ADJOURNMENT January 11, 2024. Helen B Holden SECONDED the motion. VOTE: 7-0 (Unanimous) Nays: 0 Absent: 0  Yeas: 7 (Terry Mann, Kevin Wiliamson, Jimmy Clarida, Tim Collier,  Joshua Harris, Helen B Holden, Vickie Pait)  Tazblor  Terryl L. Mann, MAYOR  https:!whiteville. aMdAaMMawMeepNA.eNA  4/5    1/19/24,9:23AM  Reguiar Meetingo oft the City Council  Brlhs  CI  httns  nranics  id=231Rdoc  5/5        RESOLUTION NO. 2024-R-165  RESOLUTION OF ACCEPTANCE OFI PROPERTIES TARGETED BYTHEI REBUILDI NCI BUYOUT PROGRAM WITHIN' THEJURISDICTION OF THE CITY OF WHITEVILLE WHEREAS, on October 8-9, 2016, Hurricane Matthew devastated eastern North Carolina with record-breaking rainfall that created 1,000-year flood events that affected the people, infrastructure, businesses, and schools ofe entire communities; WHEREAS, on September 7,2018,1 Hurricane! Florence devastated central ande eastern! North Carolina with record-breaking rainfall that created 1,000-year floode events that further affected people, infrastructure, businesses, and schools ofr new and WHEREAS, the U.S. Department of Housing and Urban Development (HUD) has allocated Community Development Block Grant Disaster Recovery: funds (CDBG-DR)to the State ofNorth Carolina under thel Further Continuing and Security Assistance Appropnations Act of2 2017 (Public Law 114-254), the Consolidated. Appropriations Act of2 2017 (Public Law 115-31), FAA Reauthorization Act of 2018 (Public Law 115-254) and the Additional Supplemental Appropriations for Disaster Relief Act of2019 (Public Law 116-20) for the purpose ofa assisting recovery int the most impacted and distressed WHEREAS, on! March 18", 2020 the City of Whiteville entered into a Cooperative Agreement between thel North Carolina Department of] Public Safety, Office of] Recovery and Resiliency (NCORR) to assist NCORR in carrying out the Rebuild NC Buyout Program by accepting ownership of buyout properties damaged by Hurricane Matthew and Florence from program applicants to cany out strategic and high-impact activities tor mitigate disaster risks and reduce future losses; and WHEREAS, the North Carolina Department ofPublic Safety, Office ofl Recovery andl Resiliency (NCORR) has negotiated the buyout of property identified in the jurisdictional boundaries of Whiteville, NC: 28472; andi is now requesting that the City accept ownership of the identified property in accordance with the conditions outlined in the Rebuild NC Buyout NOW' THEREFORE BEI ITI RESOLVED by the Mayor and City Council oft the City of Whiteville, North Carolina, that the City Attorney or City Planning Director shall be the authorized city representative att the property closing and shall be  and  previously impacted communities; and  areas declared a major disaster due tol Hurricane! Matthew and Hurricane Florence; and  Program listedi in Appendix Ai int the "Cooperative. Agreement"; and  authorized tos sign all closing documents.  GRw I ulle  This Resolution shall bei inf full force and effect from and after. January 92024.  Attest:  IITEVI  boshidieg Bonnie Williams, CityClerk    SECOND. AMENDMENT TOTHE COPATVZACAEMENT BETWEEN THE NORTH CAROLINA! DEPARTMENT OFI PUBLICSAFETY, OFFICE OF RECOVERY ANDI RESILIENCY AND THE CITY OF WHITEVILLE FOR THE NORTH CAROLINA CDBG BUYOUTPROGRAM  This amendment (the" "Amendment"): is made by thel North Carolina Office ofRecovery and Resilience ("NCORR") andt the City of Whiteville ("City of Whiteville"), parties tot the Cooperative Agreement between the North Carolina Department of Public Safety, Office of Recovery and Resiliency andt the City of Whiteville fort thel North Carolina CDBG Buyout Program dated. January 17,2020 (the" "Agreement"). A. Appendix Ai is deleted inj its entirety and replaced with the attached Appendix A. II. Except ass set forth int this Amendment, the Agreement is unaffected: and shall continuei int full force and effecti in accordance withi itst terms. Iftherei is conflict between this Amendment andt the III. The capitalized terms used int this Amendment and not otherwise defined herein shall have the IV. This Amendment ist made effective as oft the date ofthel lasts signature below.  I. The Agreementi is amended, per Section 6.1, asf follows:  Agreement, the terms oft this Amendment will prevail. meanings ascribed to them int the Agreement.  (Signature page attachedb behind)    IN WITNESS WHEREOK, the undersigned, asi authorized officials on! behalfe oft the partios havee exccuted  this Agreement.  NORTH CAROLINA OFPICE OF1 RECOVERY ANDI RESILIKNCY, adivision oft thel North Carolinal Department of! Publie Safety By: assaaloplad Laura Hogshend, Diector Date: 3/2312073  CITY OP WIITEVILLE, NORTIHCAKOLINA, G Darren Currie, City Manager Sls/23  By: Date:    APPENDIXA City of Whiteville! Properties Parcel Number 0281.00-62-4338.000 KINGA AVE 0281.00-62-4443.000 KING AVE 0281.04-60-3946.000 422 W VIRGIL ST 0281.04-61-1535.000 NEAR 305 W VIRGIL ST  Address NEAR3 309 STANLEYST 309 STANLEY: ST 100) MAULTSBY! DR 703 PINEWOODI DR 701 PINEWOOD! DR 6241 BURKHEADS ST 1201 MAULTSBY: DR 124N MAULTSBY: DR 6191 BURKHEADST 6201 BURKHEADST 6191 PINEWOODI DR 6171 PINEWOODI DR 1041 MAULTSBY DR 1081 MAULTSBY DR 116MAULTSBY DR 114MAULTSBY DR 118N MAULTSBY DR 615 PINEWOODI DR 613 PINEWOOD! DR 313 STANLEY ST 315 STANLEY: ST 3195 STANLEY: ST 305 STANLEY ST 301 STANLEYST 408 Wy WALTER: ST 414 WN MAINST 418 W VIRGILST 308 W WALTERST 416 WMAINS ST NEAR 407 W VIRGIL ST NEAR 418 W VIRGILST 6061 POWELLS ST NEAR 6091 POWELL ST  NEAR 5175MARTINLUTHER 0280.02-79-9154.00 NEAR 518SMARTINI LUTHER  0280,02-78-6973.000 0280.02-79-3377.000 0280,02-89-0132.000  0281.04-61-1663.000 NEAR 309 W WALTER ST 9280.02-78-8786.000 0281.04-61-1777.000 NEAR 309 W WALTER: ST 0280.02-78-8746.000 0281.04-61-2495.000 NEAR 401 W WALTERST 0280,02-78-8706.000 028L.04-61-2511.000 NEAR: 308 W WALTER: ST 0280.02-78-8838.000 0281.04-61-2768.000 NEAR: 228J JKF POWELL. BLVD 0280.00-89-1067.000 028L.04-61-3037.000 NEAR4 415 W WALTER ST 0280.00-78-3738.000  0281.04-61-2660.000 414 Wy VIRGILST 0281.04-61-2826.000 304 W WALTER: ST 0281.04-61-2925.000 NEAR 6061 POWELL ST 0281. .04-61-3124.000 415 W WALTER ST 0281.04-61-3229.000 NEAR 439 W VIRGILST 0281.04-61-3232.000 NEAR 439 W VIRGILS ST 0281.04-61-3317.000 426 W WALTER ST 0281.04-62-2011.000 418 WN MAIN ST 0281.04-62-2049.00 NEAR 6061 POWELL ST 0281.04-62-3575.000 416 W WALTER ST 0281.04-62-4263.000 609 POWELLST 028002-78-5943.000 404 WI MAINST 0280,02-78-4525.000 NEAR 6091 POWELL ST 0280.02-79-4377.000 406 WI MAINST 0280.02-79-5174.000 AVE 0280,02-79-4325.000 AVE 0280,02-78-3683.000 401 W WALTERS ST  0280.02-79-5370.000 0280.02-78-9983.000 0280,00-78-3617.000 0280,00-78-4708.000 0280.02-69-8354.000 0280,02-69-9346,000 0280,02-78-1906.000 0280,02-78-1985.000 0280.02-78-2594.000 9280.02-78-2684.000 0280.02-78:3925.000 0280.02-78-5521.000 0280.02-78-5697.000 0280.02-78-5713.000 0280.02-75-6510,000 0280,02-78-6581.000 0280.02-78-7520.000 0280.02-78-7733.000 0280.02-78-8535.000 0280,02-78-9555.000  NEAR 6191 BURKHEADS ST 0281.04-61-3559.000 424 W WALTERS ST  0281.04-62-3469.000 NEAR 416 W WALTER: ST 0280.02-78-278.000 0281.04-62-3660.00 NEAR 416) W WALTER: ST 0280.02-78-4905.000 0281.04-62-4248.000 NEAR 408 W WALTER: ST 0280.02-78-4963.000  NEAR 424) W WALTER: ST 0280,02-78-2934.000 402 W MAINST  0280.02-78-9808.000 NEAR 408 WI WALTER ST 0280.02-78-6839.000 0280.02-78-3564.000 518SMARTINI LUTHERI KING 0280.02-78-6978.000 0280,02-78-5792.000 NEAR 518 SM MARTINI LUTHER 0280.02-78-7808.000  608 SMARTINI LUTHERI KING  NEAR 408 W WALTERS ST 0280,02-78-5994.000 KING AVE NEAR4 415 W WALTER: ST 0280.02-78-5792.000 NEAR 6101 MCGILLS ST  610N MCGILLST  Appendix Ato Cooperative Agreement SBP City of Whitevilie    604N MCGILLST 6061 MCGILLST 309 Wy WALTER: ST 307 WV WALTER ST NEAR4 437 Wy VIRGILST NEAR 431 Wy VIRGIL ST NEAR 430 Wy VIRGIL: ST 427 W VIRGILST 430 WI VIRGILS ST 428 Wy VIRGILST 426 Wy VIRGILST 419 Wy VIRGILST 424 Wy VIRGILS ST 415 Wy VIRGILST 409 W VIRGILST 416 Wy VIRGILST NEAR 416 Wy VIRGIL ST AVE 405 W VIRGILST 406 Wy VIRGILST 5175MARTNIUTHERI KING AVE  0280.02-78-9639.000 NEAR 405 WVIRGILST 0280.02-78-9644.,000 NEAR4 405 Wy VIRGILST 0280,02-78-9716,000 420S SMARTINLUTHERI KING 0280,02-79-7307.000 0280.02-78-9766.000 AVE NEARS17SMARTINI LUTHER 028002-79-0336.000 KINGAVE 0280.02-79-1145.000 315 W VIRGILST 0280.02-79-1316.000 NEAR6 605) MCGILLST 0280.02-79-2185.000 605 MCGILLST 0280.02-79-2314.000 303 W WALTER ST 0280,02-79-2395.000 302 WI WALTER: ST 0280.02-79-3155.000 NEAR 6101 MCGILL ST 028002-79-3337.000 NEAR 605 MCGILLS ST 0280.02-79-4125.000 NEAR3 302 WALTER ST 0280.02-79-5323.000 305 WV VIRGIL ST 028002-79-5420.000 NEAR 305 W VIRGIL ST  0280,02-79-7124.000 0280.02-79-7231.000 0280,02-79-8102.000 0280,02-79-8213.000 0280,02-88-0548.000 0280.02-8-0740.0 0280,02-85-0748.000 0280,02-8-0964.00 0280,02-8-1529.000 0280,02-88-1529.000 0280,02-88-1924.000 0280,02-89-0193.000 0280.02-89-0193.000 0280,02-89-1173.000 028002-79-9154.000 0281.04-62-378.000 0281.04-6.-4013.000  028002-79-2354.000 NEAR3 303 WV WALTER: ST 0280,02-8-0793.000  028002-79-5105.000 NEAR 302 W WALTER: ST 0280,02-88-1924.000  5I6SMARTINLUTHBRI KING 0280.02-79-6072.000 303 W VIRGILST  NEAR3 305 VIRGILST NEAR319 STANLEY ST NEAR 5141 HUNT ST  028002-79-6174.000 028002-79-6431.000 028002-79-7095.000  Appendix At to Cooperative Agreement SBP- City of Whiteville    Tmer SAs  5 E S I  ( 3 e s , a 3 J a A  miths  isajaas    Tpixeyy  AATTE AR00  AN L MASLL.  A50 OET MAAT   115    Pagel 1  AGREEMENT FOR ENGINEERING SERVICES  This agreement, made this 27th day of November, 2023, by and between the City of Whiteville, North Carolina, hereafter referred to as the OWNER, and Engineering Services, P.A., hereinafter The OWNER intends to utilize engineering services to be provided by the ENGINEER for the Columbus County Municipal Airport Water and Sewer System Improvements Project for the City of Whiteville. The scope of work and budget for this project is as described in the Project Construction Estimates (see attached estimates) as agreed to by the Owner. The ENGINEER agrees to perform the various professional services as described in the Project Construction  referred to ast the ENGINEER.  Estimates. WITNESSETH: the following is hereby agreed:  That for and in consideration of the mutual covenants and promises between the parties hereto,  SECTION A-) ENGINEERING SERVICES The ENGINEER shall furnish engineering services as follows:  1. The ENGINEER will conduct preliminary investigations, prepare preliminary drawings, and provide aj preliminary itemized list of probable construction costs effective as of the date of the preliminary design (attached). Note that such probable construction costs will be ENGINEER'S professional opinion, but that such costs are an estimate only and subject to 2. The ENGINEER will furnish one copy of the final design plans and specifications to the 3. The ENGINEER will attend conferences with the OWNER or other interested parties as may be reasonably necessary, but not to exceed more than 2: such conferences per calendar month. Conferences over 2 per month will be chargeable to OWNER at ENGINEER'S rates as set 4. After the preliminary facilities plan has been reviewed and approved by the OWNER and the necessary State approval agencies, the OWNER will direct the ENGINEER to proceed. The ENGINEER will perform the necessary design surveys, accomplish the detailed design oft the project, prepare construction drawings, specifications and contract documents, and prepare a final cost estimate based on the final design for the entire system. Itis also, understood thati if subsurface explorations (such as borings, soil tests, rock soundings and the like) are required, the ENGINEER will furnish coordination ofs said explorations without additional charge, but the costs incident tos such explorations shall be paid forl by the OWNER as set out herein.  change. OWNER.  forthi in Section D.  CAContmacts.202303.doe    Page2 2  5. Prior to the advertisement for bids, the ENGINEER will provide for each construction contract, not to exceed 5 copies of detailed drawings, specifications, and contract documents for use by the OWNER, appropriate Federal, State, and local agencies from whom approval of the project must be obtained. The cost of such drawings, specifications, and contract documents shall be included in the basic compensation paid to the ENGINEER. 6. The ENGINEER will furnish additional copies of the drawings, specifications and contract documents as required by prospective bidders, material suppliers, and otheri interested parties, but may charge them a reasonable cost of such copies. Upon award of each contract, the ENGINEER will furnish to the OWNER five sets of the drawings, specifications and contract documents for execution. The cost of these sets shall be included in the basic compensation paid to the ENGINEER. Original documents, survey notes, tracings, and the like, except those furnished to the ENGINEER by the OWNER, are and shall remain the property oft the 7.The drawings prepared by the ENGINEER under the provisions of Section A-4 above shall be in sufficient detail to permit the location of the proposed improvements on the ground. The ENGINEER shall prepare and furnish to the OWNER three (3) copies of a map(s) showing the general location of needed construction easements. The ENGINEER shall be additionally compensated at rates set out in Section D for the preparation of easement maps for any acquired property. Property surveys, property plats, property descriptions, abstracting and negotiations for land rights shall be furnished by the OWNER, unless the OWNER requests, and the ENGINEER agrees to provide those services as an amendment to this Agreement. In the event the ENGINEER is requested to provide such services, the ENGINEER shall be additionally compensated as set in Section DI hereof. 8. The ENGINEER will attend one bid opening and tabulate the bid proposals, make an analysis oft the bids, and make recommendations for awarding contracts for construction. Ifre-bidding ist requested or required, such willl be at ENGINEER's rates set out in Section D. 9. The ENGINEER will review and approve, only for general conformance with the design concept, any necessary shop and working drawings furnished by contractors. 10. The ENGINEER will interpret the intent of the drawings and specifications to endeavor to protect the OWNER against defects and deficiencies in construction on the part of the contractors. The ENGINEER will not, however, guarantee the performance by any 11. The ENGINEER will establish baselines for locating the work together with a suitable number of benchmarks adjacent to the work as shown in the contract documents. Construction layout for any project will be the responsibility of the: successful Contractor. 12. The ENGINEER will provide general engineering review of the work of the contractors as construction progresses to ascertain that the contractor is, in general, conforming to the design concept. Such reviewi is not exhaustive, nor does such review guarantee Contractor's  ENGINEER.  contractor.  performance. CAContract202305.dec    Page3  13. Unless notified by the OWNER in writing that the OWNER will provide for construction observation, the ENGINEER will provide construction observation under this Agreement. In the event that the Owner does provide construction observation, additional compensation to the ENGINEER will be required to accommodate the final inspection and sign-off required by the necessary regulatory agencies. The ENGINEER'S undertaking hereunder shall not relieve the contractor of contractor's obligation to perform the work in conformity with the drawings and specifications and in a workmanlike manner; shall not make the ENGINEER an insurer of the contractor's performance; and shall not impose upon the ENGINEER any 14. The ENGINEER will review the contractor's applications for progress and final payment and, 15. The ENGINEER will prepare necessary contract change orders for approval of the OWNER 16. The ENGINEER will make ai final review prior tot the issuance oft thes statement of substantial completion of all construction and submit a written report to the OWNER. Prior to submitting the final pay estimate, the ENGINEER shall submit a statement of completion to 17. The ENGINEER willj provide the OWNER with three sets of record (as-built) drawings at no additional cost to the OWNER. Such drawings will be based upon construction records provided by the Contractor during construction and reviewed by the resident construction observer and from the resident observer's construction data. ENGINEER will also provide 18. The ENGINEER will be available to furnish engineering services and consultations necessary to correct unforeseen project operation difficulties for a period of one year after the date of statement of substantial completion of the facility. This service willi include instruction oft the OWNER in initial project operation and maintenance but will not include supervision of normal operation of the system. Such consultation and advice shall be furnished without 19. The ENGINEER further agrees to obtain and maintain, at the ENGINEERS expense, such insurance as will protect the ENGINEER from claims under the Workman's Compensation Act and such comprehensive general liability insurance and professional liability as will protect the OWNER and the ENGINEER from all claims for bodily injury, death, or property damage which may arise from the performance by the ENGINEER or by the ENGINEER'S employees oft the ENGINEER'S functions and services required under this Agreement. 20. The services called for in the Section A-1 of this Agreement are complete. Upon authorization from the OWNER, the ENGINEER will complete final plans, specifications and contract documents and submit for approval of the OWNER and all State regulatory  obligation to see that the work is performed in a safe manner. when approved, submit to the OWNER for payment.  and others on a timely basis.  and obtain the written acceptance of the facility from the OWNER.  OWNER with the record drawings in digital (pdf) format.  additional charge except for travel and subsistence costs.  agencies.  CiContactsi202303.doce    Page4  SECTION B 2 COMPENSATION FOR DESIGN, PERMITTING, and BIDDING The OWNER shall compensate the ENGINEER for Preliminary and Final Engineering services in the Lump Sum amount of Sixty-Six Thousand, Seven Hundred, and Twenty Design dollars ($66,720.00). The OWNER: shall compensate the ENGINEER for Bidding Assistance services in the Lump Sum amount of Ten Thousand dollars ($10,000.00). The ENGINEER will render OWNER for such services an itemized bill, once each month, for compensation for such services to performed hereunder during such period, based on the ENGINEER'S estimate oft the complete of the design process, the same to be due and payable the OWNER percentage Ift the Project is suspended for more than three months or abandoned in whole or in part, the Engineer shall be paid for services performed prior to receipt of such notice from the OWNER. Ift the Project is resumed after being suspended for more than three months, the  ABSISTANCESERVICES  ENGINEER on or before the 15th day of the following period.  by  to the  compensation shall be subject tor renegotiations.  Engineer's  SECTION C - COMPENSATION FOR CONSTRUCTION ADMINISTRATION and CONSTRUCTION: OBSERVATION (AS SETI FORTH IN SECTION A-13 thru A-18) The ENGINEER shall provide resident construction observation and construction administration, which shall consist of one full-time employee to maintain a physical presence on the 401 hours per week. The construction observation and construction administration services Project shall be to generally observe the work to see that it is progressing in general compliance with the design intent of the documents; iti is not, however, to supervise any trade's work or to otherwise The ENGINEER will, prior to the preconstruction conference, submit a resume of the construction observer's qualifications, anticipated duties for approval the OWNER. resident OWNER agrees to compensate the ENGINEER for such services in the by Lump Sum amount The of Thirty-Nine Thousand, Six Hundred, and' Ten dollars ($39,610.00) for Construction Observation, and Thirty-Five Thousand, Four Hundred, and Forty dollars ($35,440.00) for Construction Administration. The ENGINEER will render a bill to OWNER for such services based on dollar percentage complete of the construction contract, once each month, for compensation the such services performed hereunder during such period, the same to be due and OWNER to the ENGINEER on or before the 15th day oft the following period. payable by the SECTIOND-C COMPENSATION FOR ADDITIONAL ENGINEERING SERVICES Ina addition to the foregoing being performed, the following services may be provided UPON PAIORAUTHORIZATION OF THE OWNER, subject to compensation as set forth! below. 1.S Site surveys fory water treatment plants, sewage treatment works, dams, reservoirs,  for  guarantee the work ofany trade.  for  and ponds,  other similar special surveys as may be required.  CiContact202303.doe    Pages  2.1 Laboratory tests, well tests, borings, specialized geological, soils, hydraulic, or other studies 3. Property surveys, easement surveys, detailed description of sites, maps, drawings, or estimates related thereto; assistance ini negotiating forl land ande easement rights. 4.1 Necessary data and filing maps for water rights, water adjudication, and litigation. 5. Redesigns ordered by the OWNER aftert the OWNER has accepted final plans. 6. Appearances before courts or boards on matters of litigation or hearings related tot the project. 7. Preparation of environmental impact assessments or environmental impact statements. 8. Performance of detailed staking necessary for construction of the project in excess of the 9. Provide maintenance and operation manuals or shop drawings, where appropriate. 10. Provide additional electrical or structural engineering services for changes or additions to the Payment for extra services specified herein shall be as agreed to between the OWNER and ENGINEER prior to the commencement of work. The ENGINEER will render to OWNER for such extra services an itemized bill, separate from any other billing, once each month, for compensation for services performed hereunder during such period, the same to be due and payable by OWNER to the ENGINEER on or before the 15th day of the following period.  recommended by the ENGINEER.  control staking set forthi in Section A-11.  Contract as requested by the Owner.  Thei following rates apply tot these extra services:  Principal Engineer Managing Engineer Project Engineer CADD Operations Computations  $100/per hour $100/per hour $100/per hour $75/per hour $75/per hour  Engineering Technician $75/per hour Construction Observer $75/per hour Grant/Loan. Administrator $75/per hour Office Manager/Secretary $50/per hour  SECTIONE-PAYMENT ANDI INTEREST ON UNPAID SUMS  All invoices are due and payable 30 calendar days from the date of the invoice. If an OWNER fails to make any payment due ENGINEER within the allowable 30 days for services and expenses, and funds are available for the projects, then the ENGINEER shall  C/Conract.202303.doc    Page 6  be entitled to interest at the rate of 12 percent per annum from said 30th day, not to exceed an annual rate of 12 percent. If the invoice is not paid within 30 days, the ENGINEER may, without waiving any claim or right against the OWNER, and without liability whatsoever to the OWNER, terminate the performance of the service. In the event that any portion or all of an account remains unpaid 60 days after billing, the OWNER shall pay all costs of collections, including reasonable attorney's fees.  SECTIONF-INDEMNIFICATION  To the fullest extent allowed by law, the OWNER/ENGINEEK shall indemnify and hold harmless each other, and each other's personnel from and against any and all claims, damages losses and expenses (including reasonable attorney's fees) arising out of or resulting from the performance of any obligations contained in this Agreement, provided that any such claim, damage, loss or expense is caused by the negligent act, omission, and/or strict liability of the OWNER/ENGINEER, anyone directly ori indirectly employed by the OWNER/ENGINEER, or anyone for whose acts any of them may be liable. In no event, however, shall any party be indemnified for its own negligence. Claims and disputes under this Section are subjected to arbitration as defined by this Contract in  Section H.  ECTONG-TERMINATON OF AGREEMENT  This Agreement may be terminated by either party upon thirty (30) days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. Iti is furthermore understood and agreed upon that the OWNER may decide not to complete the design or enter into the construction mode should the applied for grant/loan not be made available. In the event of termination due to the fault of parties other than the Engineer, the Engineer shall be paid his compensation for services performed to termination date, including  Reimbursable Expenses. SECTION H-A ARBITRATION  All claims, disputes and other matters in question between the parties to this Agreement, arising out of, or relating to this Agreement or the breach thereof, shall be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then in effect unless the parties mutually agree otherwise. No arbitration arising out of, or relating to this Agreement shall include, by consolidation, joinder or in any other manner, any additional party not parties to this Agreement except by written consent containing a specific reference to this Agreement and signed by all the parties hereto. Any consent to arbitration involving an additional party or parties shall not constitute consent to arbitration of any dispute not described therein or with any party not named or described therein. This Agreement to arbitrate and any agreement to arbitrate with an additional party or parties duly consented to by the parties hereto shall be specifically enforceable under thej prevailing arbitration law. In no  CAConmact202303.doc    Page7  event shall the demand for arbitration be made after the date when such dispute would be barred by the applicable statute of1 limitations or statute of repose. All arbitration shall be carried out in the City of Raleigh, North Carolina, and the arbitration shall be held pursuant to the laws of the State of North Carolina. The award rendered by the arbitrators shall be final and binding, and subject to enforcement by the Superior Courts of North Carolina. The prevailing party shall be entitled to its attorney fees in the  discretion of the arbitration panel. SECTIONI-CIVIL, RIGHTS. ASSURANCES  During and in connection with the associated loan and/or grant agreement between the United States Government and the OWNER, relating to the Federally assisted program, the Engineer, its successors and assigns; (i) will comply, to the extent applicable as contractors, subcontractors, lessees, suppliers, or in any other capacity, with the applicable provisions of the Regulations of the United States Department of Commerce (Part 8 of Subtitle A of Title 15 of the Code of Federal Regulations) issued pursuant to Title VI of the Civil Rights Act of 1964 (P.L. 88-352), and will not thereby discriminate against any person on the ground of race, color, or national origin in their employment practices, in any of their own contractual arrangements, in all services or other business operations, (ii) they will provide the information required by or pursuant to said Regulations to ascertain compliance with the Regulations and these assurances, and (ii) their noncompliance with the nondiscrimination requirements of said Regulations and these assurances shall constitute a breach of their contractual arrangements with the Recipient of Federal financial assistance whereby said arrangements may be canceled, terminated or suspended in whole or inj part or may be subject to enforcement otherwise  bya appropriate legal proceedings. SECTIONJ-EVERIYYREQUIREMENTS  Engineer shall comply with the requirements of Article 2 of Chapter 64 of the General Statutes. Further, if Engineer utilizes a subcontractor, Engineer shall require the subcontractor to comply with the requirements of Article 2 of Chapter 64 oft the General  Statutes.  CAContrncts202303.doe    Page 8  SECTIONK-EXTENT OF AGREEMENT  This Agreement represents the entire and integrated agreement between the Owner and the Engineer and supersedes all prior negotiations, representations or agreements. This Agreement may be amended only by written instrument signed by both Owner and In WITNESS WHEREOF, the parties hereto have executed, or caused to be executed their duly authorized officials, this Agreement in duplicate on the respective dates by indicated below. This Agreement is entered into the day andy year first written above.  Engineer.  (SEAL) By:. Type Name: Darren Currie Title: Manager, CityofWhiteville Date:  OWNER: City of Whiteville, NC  ATTEST: Type Name: Title:  (SEAL)  ENGINEER: Engineering Services, PA By: TaldI  ATTEST:  Type Name: Title: President Date: November 27.2023  Kbh  Todd S. Steele, PE  Type Name: Brian G.Cox.PE Title: Vice-President  G. SERL ro SEAL NC  CiContractsi202303.doc    City of Whiteville- Construction Estimates for Water and Sewer System Extensions- Columbus Co. Municipal Airport Improvements Project  November: 27,2023 Water & Sewer Extensions Item 1.)8" C9001 PVC Water Main 2.)8" CL350I DIP Water Main 3.) Fire Hydrant Assembly 4.).8" Gate Valve w/Box 5.)8"x8" Tapping Sleeve and Gate Valve 6.) Meter Assembly and' Vault 7.)#57 Stone for Pipe Bedding 8.) Asphalt Pavement Replacement 9.) Sidewalks, driveways, erosion control, etc. 10.) Mobilization Estimated! Subtotal For Construction  Extend 8" Water Main along Airport Road from Prison Camp Road to new Terminal Bldg.  Quantity Unit UnitPrice  Totals $180,000.00 $10,000.00 $13,000.00 $4,000.00 $6,500.00 $25,000.00 $7,500.00 $2,500.00 $24,850.00 $8.201.00 $281,551.00 Totals $114,000.00 $8,000.00 $5,000.00 $2,000.00 $3,000.00 $5,000.00 $270,000.00 $15,000.00 $40,700.00 $13.881.00 $476,581.00 $758,132.00 $75,813.00 $833.945.00 $15,000.00 $10,000.00 $66,720.00 $39,610.00 $35.440.00 $I,000,715.00  2,000 100 2 2 1 150 25  LF $90.00 LF $100.00 EA $6,500.00 EA $2,000.00 EA $6,500.00 EA $25,000.00 Tons $50.00 SY $100.00 LS 10%ofConst. LS 3%1 Max.  Duplex Sewer Pump Station at New Terminal Bldg. & Force Main along Airport Rd. tol Ex. MH  Item 1.)4" PVCI Force! Main 2.)4" DIPI Force Main 3.)Force Main Flushing Port 4.)4" Valvey w/Box 5.)Core & Connect Force Maint to Existing Manhole 6.) Asphalt Pavement) Replacement 7.) Duplex Sewer Pump Station Package (including Generator: and! Electrical Work) 8.)SCADA Equipment and) Installation 9.)s Sidewalks, driveways, erosion control, etc. 10.) Mobilization Estimated: Subtotal For Construction Estimated Construction: Subtotal Add 10% Construction Contingency Estimated Construction Total Professional Fees for Water Project Surveying Fees Bidding Assistance Engineering Design Fees (8% ofConst.) Construction Observation (4.75% of Construction) Construction. Administration Fees (4.25% ofConst.) TOTAL PROJECT COST ESTIMATE  Ouantity Unit Unit Price  1,900 100 I 2 1 50  LF $60.00 LF $80.00 EA $5,000.00 EA $1,000.00 LS $3,000.00 SY $100.00 LS $270,000.00 LS $15,000.00 LS 10%ofConst. LS 3%1 Max.    STATE OF NORTH CAROLINA AMENDEDI NTERLOCALAOREMENT  FORI ECONOMICI DEVELOPMENT  COUNTY OF COLUMBUS  THIS AMENDED. INTERLOCALACRLEMENI: made ande enteredi into this the. day ofJ January, 2024, by and between the CITY OF WHITEVILLE, al North Carolina Municipal Corporation, organized and existing under the laws oft the State ofNorth Carolina (hereinafter "City"), and the COUNTY OF COLUMBUS, a North Carolinal body politic, organized and existing under the laws oft the State ofNorth Carolina (hereinafter "County") (collectively, the  City and County are the' "Parties").  WITNESSETH  WHEREAS, North Carolina General Statute $158-7.1, ets seq. and General Statute $158- 7.4,ets seq., each County and City int the State ofNorth Carolina, isa authorized to make appropriations: for economic development; purposes and may enter into agreements to execute undertakings pursuant tol Part 1 ofArticle 20 of Chapter 160Ad oft the General Statutes under which each participating local government agrees top provide resources for development suitable WHEREAS, the respective staffs oft the City and County have actively participated int the recruitment of an existing business enterprise identified by the Economic. Development Departments ofthe City, County, and State as "Project Cirrus"; and WHEREAS, on September 27, 2023, the Office ofthe Governor ofNorth Carolina announced that Provalus, an) IT Services Company, previously identified as* "Project Cirus" will establish operations int the City of Whiteville with assistance of the State ofNorth Carolina through aj performance-based, grant from the One North Carolina Fund; and WHEREAS, the City and County have agreed to fund the purchase ofat facility located at 127 West Columbus St., Whiteville, NC 28472( ("property"), with the Cityt taking title and leasing said property tol Provalus tol housei its operations; and WHEREAS, the City and County entered into anl Interlocal Agreement for Economic Development ("Agreement") dated October 3, 2023 whichi identified the terms oft the Economic Development Grant being made by the County tot the City to assist with thej purchase ofthe property whichi is attached hereto asl ExhibitA A-1; and WHEREAS, since the entry ofthe Agreement, thet terms ofthe proposed Economic Development, Agreement between the City of Whiteville,) NCa and Optomi, LLCI Ins support of Job Creation Activities ("EDA"),acopy ofv whichi is attached! hereto asl Exhibit B-1, obligates the City to complete building renovation and up-fits atac cost of up to $220,000.00: above al Building Reuse Grant of $390,000.00, a Onel NCC Grant of $300,000.00, and a Columbus Jobs Foundation  for commercial use; and  Grant of $90,000.00; and  1    WHEREAS, this Amended Interlocal Agreement for Economical Development is necessary to revise paragraph 2(a) oft the oriyinnl Agreement so as to provide to the City with reimbursement of City funds expended fort the renovation and up-fit of the building being purchased int the cvent the City sells the properiy located BL 127 W, Columbus St., Whiteville, NOW, THEREFORE, for and inc consideration of the mutual covenants herein contained and the mutual benelits resulting from the Agreement. the parties agree as follows: All terms oft the original Interlocal Agreement for Economical Development dated October 3, 2023 (attached hereto asl Exhibit A-1) are ratified and shall remain int full force and effect except for paragraph: 2 (a) which is: substituted und revised as follows: "2u). Int the event the City sells the propery, the County will receive the sum of $348,500.00; and the City will receive the sum of $348,500.00, plus any renovation und up-lit expenses, including any costs associated with planning, engincering, and demolition less any credits as provided inj paragraph 1.a.(6) of the EDA (attached hereto as Exhibit B-1); any funds remaining from the sale proceeds afler payment lo the County and tot the City shall be divided This Amended Agreement may be fiurther amended by Resolution of the City Council and IN WITNESS WHEREOF, THEI PARTIES HAVE EXECUTEDTHIS, AMENDED MTLRLOCALACKUEMENT, ASOPTHEDATE FIRSTABOVE WRITTEN.  NC 28472.  equally between the County and City." the County's Board of Commissioners.  SIGNATUREPAGETO FOLLOW)  2    CITY OF WHITEVILLE  By:  fzde MAYOR  ATTEST: bNllas   COUNTYOF COLUMBUS By: hekBlla  CHAIRMAN  ATEEST)  fhe  3    EXHIBIT A-1  STATE OF1 NORTHCAROLINA INTERLOÇAL AGREEMENT  FOR, ECONOMICI DEVELOPMENT  COUNTYOFCOLUMABUS  THISI NTERLOCALACRIEMENT, mades and enteredi intot thist the, Srgayat Oetpbet,2023, by and betiween thet CITY OF1 WHITEVILLE, North Carolina Muntcipal Carporation, drganized and existing under the laws ofthe State ofNotth Carplina (hereinalter "City", and the COUNTY OF COLUMBUS, aNorth Carolina body politie, esganized and existing undert thel laws ofthe Scate ofl North Corolina (hereinafer" "Counfy") (ollectively, the  City and Couty are the" "Parties").  WITNESSETH  WHEREAS, Nors Carolina General! Slatite #158-7.1,ets seg, and General Statute #i58- 74, ets segey each County and City int thet State ofl North Catolira, 18 authorizedt to: mike appropriations: for economici development purposes dfd may enteri into agréemehts fo ekeque undersakings pursant tol Partl ofArtiale' 20 of Chapter 160A0 ofthe General Statutes under whiche ench participating local govermment agrees top provide resources for development sultable WHEREAS, thet respective stafis oft the City and County haye Hetively participated int the feorvuitment ofa an existing busimess enterprisei idendfied by the Econoinie Deveidpment Departments oft the City, County, and Statei as" "Project Cirrus";e and WHEREAS, on! September: 27, 2023, the Office. oft the Govenior dfNorth Carolina announced: that! Provalus, anl IT Services Company, preyioyaly identified as* "Project Cirrus" wi!l establish operations int the Citya rafWhifeville with Asaistance dfthe State bfNorth Carolina throagh a perfomançe-based, grant from the One North Carglina Fund; and WHEREAS, the Ciry md Couty have agreed toi fuidt the purchass afat facllity lacated at 127 West Columbus St., Whiceville, NC 28472 ("property"), with the City taking titles And leasing said property tol Provalus to) house! is operations; and WHEREAS, the Cily and County desire to enter intot this Agreement tol Identily the terms oft the Economic! Dévelapment Graut being made by the County tot the Cily to aseiet with NOW, THEREFORE, for and in convidgration oft fhet mduale covenants! hereint contained and thet mutual banefits resulting front the Agreement, thej parties agrec aut follows: 1. The City shall purchaset the property ins accordance with thet terms and conditions as set forth int the Agreement forl Purchase and. Sale of1 improvedi Real Property, ac copy ofwhich  fore comniercial uise; and  thej purchasu oft the property.  is artached hereto as) Exhibit"A";    2. The County will provide an Economic Development Grant! Int the sum of $348,500.00 tot the City as aportion efthep purchase price upon the condition that the City completès the purchase aft thej properly ina accordance with the Agreement inc compllance witht the contingencles as set forth an1 Exhibif "B" attuchéd to thez Agreement for Purehase and Sales and a) Int the eventt the Cily sells the property, the County willr réceive thes sum of $348,500.00 or ane amount equal toc one-half ofthe sales price ofthes property, whicheyeri is b) Int the eventt thef facilityl locatedo ont the property Isd dextroyed andi insuranee proçeeds urer recoverèd for thel ldss, the Courly willr receive fromt the Cityt thes sun of €) lathe event the) purchae oft thep properly. Jallst tot materializs, the Couniy will recoyer from the Ciy thei full Amount oft the Econonle Development Grant ptovided. to the City, 3. This Agreement shall continue through the durition ofthe perigd oft the proposed Lease between the City and! Provalus and uny ektensions thereto and for sel long ast the City 4. The County shallr not be responsible for any additional funds above the 5. TuisAgroement: may be: mended by Rasolution ofthe Cify Counell and the IN WITNESS WHEREQE, THE PARTIBS HAVE EXECUTED THIS INTERLOCAL  the. following condisions: larger;  $348,500.00 from thei insurance proceeds;  retains titlet to thet property. $348,500.00 contained hercin. County's.E Board ofCommissioners.  AGREEMENTASDPT THE1 DATE FIRSTA ABOVE WRITTEN.  (SIGNATURE PAGE TOI FOLLOW)  2    CITY OP WHITEVILLE Byt hger MAYOR  ATTEST:  shlg  COUNTY OF COLUMBUS By:  AITEST:  ABlad  fley  3    EXHIEIT "A"  REALTORS CommerclalAllanee, R REALTORP North Carolina Association of REALTORS Cryofy Whiteville, NC a(n)bodyp politico oft thes State ofN North, Carolina (individual or State offi formation and type ofentily) NRCOLLC a()NCL Limited) Liabllity Company (indirvidual ors State off formation andt type ofe entity) formation éft thee entity.) PARTIES HERETOA AGREE ASF FOLLOWS: 1.96 acres ofthe parcel 060648 Plat Referençe: Lot(s). 112/84 herewith by reference, Page No.985 Columbus itemized onI Exhibit A. $697,000.00 $0  AGREEMENT FORI PURCHASE AND SALE OFI IMPROVEDI REALPROPERIY  THIS AGREEMENT, includinga anys anda alla addenda attached! hereto ("Agreement"), isbya and between  ("Buyer"), and ("Seller").  (NOTE: Ift the) Buyer or Seller is an entity, ino order tof form al binding agreement and complete transaction, thee entities! listed as Boyer or Seller int this Agreements should bev validly formed andi in good standing with the Secretary ofStateh In the State of FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH. ARE HEREBY ACKNOWLEDGED, THE. Section 1,Terms and) Definitions:' The termsl listed below shalll have ther réspective meaning givent them as setf forth adjaçent to cach  term.  (a) "Property": (Address)127 West Columbus Street, Whiteville, NC 28472  Block or Section_  as shown on) Plat Book or Slide  atPage()044/049  Columbus County County, consisting of1.96  acres. and,  Ifthis box is checked, "Property" shall mean that property described on Exhibit A attached) hereto andi incorporated  (Fori information purposes: ()t thet taxy parcel number ofthel Propertyi is:060648 (i)s some ora allo ofthel Property, consisting ofa approximately, 1.96  acres, is describedi in Deed Book 1277  County.)  together with all buildings and improvements thereon and all fixtures and appurtenances thereto and all personal property, if any,  (b) "Purchase Price" shall mçant thes sum of sixh hundred ninety-sevent thousand payabled on the following terms: ()"Earnesth Money" shall mçanz zero or terms as follows:  Dollars, Dollars  The Eamest Money shall be deposited a escrow with deposited- "Escrow Agent") within five (5) calendar days of the Contract Date, to be applied as part payment ofthe Purchasel Price oft the Propertya at Closing, ord disbursed as agreedu uponu undert thep provisions of Section 101 herein. Should Buyer fail t0 deliver the) Earnest Money by the date required hereunder, or should any check or other funds paidb by! Buyer be dishonored, for anyr reason, byt thei institution upon which  (name of person/entity with whom  Pagelof9 OfREALTORS, Inc. Seller Initials_  This form) jointly approved by: Nortb Carolinal Bar Association's) Real Property Section Carolina Association Buyer Initials  STANDARDI FORM! 580-T Revised 7/2022 07/2022  R North REALTORP    thep payment is drawn, Buyer shall havec one (I)b banking day after written notice ofsuch dishoport to deliver cash, official bank check, wiret transfer or electronic transfer tot the Escrow Agent. If Buyerf fails to deliver the required funds within one (1) banking day after written notice, then Seller may terminate this Agreement by written notice to Buyer at any time thercafter, provided Seller has not then received acknowledgement by Escrow Agent ofi its receipt of funds from Buyer. Ifthe Escrow Agent has not delivered to the Sellert the acknowledgement ofEamest Money on thel last page of this Agreement byt the calendar day following the date the Barest Money is required to be dolivered hereunder, its shall be presumed that thel Bamest Money was not delivered byt ther required time (umless, upon the written request ofSeller, Escrow Agent canj providey proof ofi itsr receipto ofthe Earnest! Money! byt ther requiredt time). Buyer and Seller consent tot the disclosure byt thel Escrow Agent, to thep parties fot this Agreement, the Broker(s) anda any) Buyerl lender, ofanyn material factsp pertaining to the Eamest! Money. E. ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE PLACEDI INA ANI INTEREST! BEARING' TRUST ACCOUNT,AND: (check only ONEb box) D ANY INTEREST EARNED THEREON SHALLI BE APPLIED ASI PART PAYMENT OF THE PURCHASE! PRICE OF THE: PROPERTY AT CLOSING, OR DISBURSED. AS AGREED UPON UNDER THE PROVISIONS OF SECTION 10 HEREIN. (Buyer's' Taxpayer Identification! Number E ANY) INTEREST EARNED THEREON SHALL BELONG' TO1 THE ACCOUNT HOLDERI IN CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT (i) Delivery ofap promissory note secured bya deed of trust, said promissory note int the amount of being payable overa term of years, with ana amortization periodof years, payablei in monthly installments of principal, together with accrued interest on the outstanding principal balance at the rate with thef frstprincipal payment beginning ont thef first day of ther month next succeeding the date ofClosing, or such othert terms as may! bes seti forth on ExhibitB. Ata any time, thep promissory noter may be prepaid iny whole ori in part without penalty and without further interest on the amounts prepaid from the date ofs such prepayment. (NOTE: Int the evento ofE Buyer's subsequent default upon a promissory note and deed oftrust given hereunder, Seller'sr remedies mhay bel limited toi foreclosure of thel Property. If the deed of trust given hereunder is subordinated to senior financing, the material terms of such financing must be set forth on Exhibit B. Ifs such senior financing is subsequently foreclosed, the  is:  ANDI RECORDS ASSOCIATED THEREWITH.  Dollars  of  percent  %)pera annum int thea amount ofs  Seller may! have nor remedy to recover under then note.) (iti). Cash, balance ofPurchasel Price, at Closingi int thea amount of_ sixh hundredr ninety-seven thousand  $697,000.00  Dollars.  Buyer, at Buyer's expense, shall bee entitied to pursue qualification for anda approval ofany loan Buyer intends to obtain inc connection with thet transaction contemplated byt this Agreement. (Note: Buyer's obligations under this Agreement arer not conditioned upon obtaining or closing any loan." Therefore, Buyer isa advised to consult with Buyer's lender prior tos signing this offer toa assure that the Examination Period allows sufficient time for Buyer's lender to provide Buyer sufficient information to decide (c) "Closing" shall mean thed date ofc completion oft the process detailedi in Section 11 ofthis Agreement. Closing shall (d) "Contract) Date" means the datet this Agreement hast beent fullye executed byb bothl Buyer ands Seller. (e) Examination Perlod" shall mean the period beginning ont the first day after the Contract Date and extending  whether toj proceed with ort terminate thet transaction.)  occur ond orbefore 11/16/2023 bes scheduled following conditions onE ExhibitB  ornol later than 90 daysf from the Contract Date, with Closingto  through 5:00pm (based upont time at thel localc ofthe Property)s on  Page 2of9 Seller Initials  Buyer! Initials  STANDARDI FORM 580-T Revised 7/2022 07/2022    TIME IS OF THE ESSENCE AS7 TO1 THEL EXAMINATIONPENOD  (0 "Broker(s" shall: mean: CBCS Sun Coast Partners, LLC Kellyl LS Stuart Açting as: E Seller'sAgent; DualAgent and_ Acting as: Buyer'sAgent; g) "Seller's Notice Address" shallbeasf follows: 18Fuller Street, Whitevile, NC28472 e-mail damsapasiegalien excepta ass same may bec changedy pursuantt to Section 12. (h) "Buyer'sNotice/ Address" shall be asf follows: POBox 607 317SMadison: Street Whiteville, NC2 28472 e-mail hdamianirse oxcepta ass sàme may bec changedy pursuant to Section 12. draft conditions or contingencies to this Agreement.) (Form 581-T) attached! hereto andi incorporated) herein byr reference. (Form 581A-T)a attached! bereto andi incorporated herein byr reference.  ("Listing Agency"), ("Selling Agency"),  ("Listing Agent"- License #290969 ("Selling Agent"-1 License# # Dual Agent  Seller's( (Sub)Agent;  fax number:  fax number:_  E (i) If this block is marked, additional terms of this Agreement are set forth on Exhibit B attached hereto and incorporated herein by reference. (Note: Under North Carolina law, real estate agents are not permitted to D G) Ift this block is marked, additional terms oft this Agreement are set forth ont the Additional. Provisions Addendum D (k) Ift this block is marked, additional terms of this Agreement are set forth ont the Back Up Agreement Addendum Section 2. Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to buy the Property fort the Section 3. Proration of Expenses apd Payment of Costs: Seller and Buyer agrec that ally property taxes (ona a calendar year basis), leases, rents, mortgage payments andi utilities or any other assumed liabilities as detailed on attached1 Exhibit B, and/or Exhibit C,as applicable, ifany, shall be prorated as of the date of Closing. Seller shall pay for preparation ofa deed and all other documents necessaryt toj perform Seller's obligations undert this Agreement, excise tax (revenues stamps), any deferréd or rollback taxes, and other conveyance fees or taxcs required by law, any fees required for confirming Seller's account payment information on owners' association dues or assessments forp payment or proration; any fees imposed! bya and owners' association and/or management company as agent ofthe owners' associationi in conpection witht thet trarisaction contemplated byt this Agreement other than those fees required Buyer shall pay recording costs, costs of any (itle search, title insurance, survey, the cost of any inspections or investigations undertaken by! Buyer under this Agreement, charges required by an owners' association declaration to bep paid by Buyer for Buyer's future use ande enjoyment ofd the Property, including, withoutl limiration, working capital contributions, membership foes, or chargesf for Buyer's use oft the common elements and/or services provided to Buyer, any costs or charges for determining restrictive covenant  PurchaseP Price.  tob bep paid by Buyer int this Section3 3 below, andt the following:  Page3of9 Seller Initials_  Buyerl Initials_  STANDARD FORM 580-T Revised 7/2022 m7n77    compliance, and thef following: Each party shallp payi itso own attorney'sf fees.  Section 4.1 Deliveries: Seller agreest tou useb best effortst to deliver tol Buyér, ass soon asr reasonably possible after the Contract Date, copies ofa allr material information relevantt to the) Propertyi in thep possession ofs Seller, including but potl limitedt to: titie insurance policies (and copies of any documents referenced therein), surveys, soil test reports, environmental surveys or reports, site plans, civil drawings, building plans, maintenance: records and copies ofa allp presently effective warranties ors service contracts related to the Property. Seller authorizes (1)a anya attorney presently orp pteviously representing Seller tor release andd disclose anyt title insurance policy ins such attorey's filet tol Buyer and both! Buyers ands Seller'sa agents anda attomeys; and (2) the Property's titlei insurero ori its agent tor release and disclose all materials int the Property's tidei insurer's (or title insurer's agents) file to Buyer and both Buyar's and Seller's agents and attorneys. If Buyer does noto consuimmate the Çlosing fora anyr reason othert than Seller default, then Buyer shallr retum tos Seller all! hard copy materials delivéred by Seller to Buyer pufsuant to this Section 4 (or Section 7,ifa applicable), if any, and shall, upon Seller's request, following release ofthel Earnestl Moriey, providetos Sellero copies of( (subject tot thec ownership ando copyrighti interests ofthe preparer thereof)a any and alls studies, reports, surveys ando otheri information relating directlyt to the Property prepared byo or at ther request ofE Buyer, itse employees and agents, without any warranty or representation by Buyer as tot the cortents, accuracy or correotness thereof. Notwithstanding tbe above provisions. regarding delivery and return of information and documentation, should there exist a separate non-disclosure, confidentiality, or similar agreement between) Buyer and Seller, thet terms ofv which conflicty with this provisioni insofar as delivery and return ofi information and doçumentation, then thet terms ofs such non- disclosure, confidentiality, ors similar agreement shall control as Section 5.1 Evidence ofl Title: Seller agreest to convey fees simplei irisurable title to thel Property without exception forr mechanics' liens, frec and clear ofa all1 liens, ehoumbrances ando defects oft title other than: (a) zoning ordinances affecting thel Property, (b) Leases (as defined in Section 7, if applicable) and (c) spedific instruments ont the public record: at the Contract Date agreed tob by Buyer (pot objected to by Buyer prior to the end oft the Examination Period), which speoific instruments shall be enumerated: in the deed referenoed in Section 11 (items! 5(a), 5(b). and 5(c) being collectively' "Permitted Exceptions"); providedt that Seller shallb ber requiredto satisfy, ato orpriort to Closing, anys encumbrancest that may bes satisfied byt thep payment ofaf fixeds sum ofr money, sucha asd deeds oftrust, mortgages or statutory liens. Seller shall not enter into orr record any instrument that affects the Property (ar any personal property listed on Exhibit A)a after the Contract Date without the prior written consent of Buyer, which consent shall not be unreasonably Section 6. Conditions:" This Agreement and ther rights and obligations ofthe parties under this Agreement arel herebyr made expressly conditioned upon fulfillment (ors waiver byF Buyer, whether explicito ori implied) oftbe following conditions: (a) Titie Examination:. After the Contract Date, Buyer shall, at Buyer's éxpense, cause a title examinationt tob ber made ofthe Property before the end oft the Examination! Period. Int the event thats such title examination shall show that Seller's title isn not fee simplei insurable, subject onlyt tol Permitted) Exoeptions, thenl Buyer shall promptly notify Seller ini writing ofa alls such title defects and exceptions, inr noo casel later than thee end ofu thel Examination) Period, ands Sellers shall bave thirty (30) days to cure saidr noticed defects. IfSeller doesr noto curet the defects or objections within thirty (30) days ofnoticet thereof, then) Buyer mayt terminate this Agreement and receive a retum of Earnest Money (notwithstanding that the Examination Period may have expired). IfE Buyer is to purchase title insurance, thei insuring company must bel licensed to do business in the statei inv which thel Propertyi is located. Title to thel Property (b) Same Condition: If the Property is not in substantially the same condition at Glosing as of the date of the offer, reasonable wear andt tear excepted, thent the Buyer may G)t terminate this Agreement andr receive ar return oftbe Eamest Money or( (ii) proceed to Closing whereupon Buyer sball be entitled tor receive, ina addition to thel Property, any oft the Seller's insurance proceeds (c) Inspections: Buyer, its agents or representatives, at Buyer's expense and at reasonable times during normal business bours, shall have the right to enfer upon the Property for the purpose of inspecting, examining, conducting timber cruises, and suryeying thel Property; provided, however, that) Buyer shallr not conduct any invasive testing of any nature without tbe prior express written approval ofs Seller as to cach specifici invasive testi intended to bec conducted by Buyer.) Buyer shall conduct alls such on-site inspections, examinations, testing, timber cruises and surveying oft the Property in a good and workmanlike manner, at Buyer's expense, shall repair any damage to the Property caused by) Buyer's entry and on-sitei inspections ands shall conducts samei inar manner that does not unreasonably: interfere with Seller's or anyt tenant's usea ande enjoyment oft thel Property. Int that respect,) Buyers shall make reasonable efforts to undertake on-site inspections outside oft the hours Seller's or anyt tenant's business is open tot the public. Buyer shall provide Seller or anyt tenant (as applicable) reasonable: advance notice ofa and Buyers sball cause its agents orr representatives and third partys service providers (c.g. inspectors, surveyors, elc.) 1o giver reasonable: advance notice ofa any entry onto thel Property. Buyer  to thed delivery andi retur ofinformation: and documentation.  withheld, conditioned or delayed.  mustt bei insurablez atregularr rates, subject onlyt tos standard exceptions and Permitted) Exceptions. payable on account ofthe damago or destruction applicable tot the) Property.  Page4of9 Seller Initials  Buyer Initials  STANDARDI FORM: 580-T Revised 7/2022 A719077    sball be obligated to observe and comply with any terms of any tenant lease which conditions acoess tos such tenant's space at the books andi records ofSeller thatr rolate directlyt to chec operation andi maintenance oftheP Property, law, provided,! andt thes sames shall ber regardedas not disclase anyi information regarding this) Property (or any tenantt therein) unless required! byl confidential, toa any person, except to its attorneys, accountants, lenders and other professional for advisors, the acts in ofi itself and its Buyers agents or obtain their agreement to maintain such corifidentielity. Buyer assumes all responsibility hold Seller harmless from any damages representatives ine exercising its rights under this Section 6()a and agrees toi indemnify and termination of tbis Agreement. resulting thercfrom. This indemnification obligation of Buyer shall survive the Closing or earlier Except as provided in Scction 6(b) above,) Buyers shal have from the Contract Date through the end oft the Examination) PROPERTY, FOR perform the above inspeotions, examinations and testing. IF) BUYER CHOOSESI NOT TOI PURCHASE THEREOF THE PRIOR TO THE ANY REASON OR NO REASON, AND PROVIDES WRITTEN NOTICE TO SELLER EXPIRATION OF THE EXAMINATION PERIOD, THEN THIS AGREEMENT SHALL TERMINATE,  Seller's Property. Upon request,  Buyer shall providet to Seller evidence ofg general liabilityi insurance. Buyer shall also have right to  or related. directlyt  to thel Property ands shall bec entitled tor reviews such  review andi inspect all contracts or other agreements affecting  however, that) Buyer shall which case shall  Period to AND BUYER  SHALLI RECEIVE Al RETURN OF1 THEI EARNESTMONEY. Section 7.Leases (Check one ofthef following, asa applicable): following provisions are! hereby madea ap part ofthis Agreement.  E Ift this boxi is checked, Seller affirmatively represents and wairants that there are no Leases (as. hereinafter defined) D Ift this box is checked, Seller discloses that there are one or more leases affecting the Property ("Leases"), and the (a) Al list ofalll Leasess shall bes setf forth on Exhibit C. Seller represents and warrants that; aso ofthe Contract) Date, there are noc other) Leases, oral or written, reçorded orn not, nora any subleases affecting the Property, exçept'a ass setf forth on ExhibitC; () Sellers shalld deliver copies ofa anyl Leases tol Buyery pursuantt to Section 4asi ifthel Leases werel listed therein; (c) Seller represents and warrants that, is oft the Contract Date, there arer no current defaults (ora any existing situation. which, with the passage oft time, or the giving ofr notice, or both, or at the election of either landlord or tenant, could constitute a default) either by Seller, as1 landlord, or by any tenant under any! Lease ("Lease Default"). Int the event there is any Lease Default as ofthe Contract Date, Seller agrees to provide) Buyer with a détailed description oft thes situationi ina accordance with Section 4. Seller agrees not to commit al Lease Default as Landlord after the Contract Date; and agrees further to1 notify Buyer immediately int the eventa a Lease) Default arises orisc claimed, asserted or threatened tob bea asserted bye either Seller orat tenant undert thel Lease. (4) Ina addition to the conditions providedi in Section 6 oft this Agreement, this Agreement andt ther rights and obligations of thep parties under this Agreement arel hereby made expressly conditioned upont thea assignment ofSéller'si interesti in any) Lease tol Buyer inf form and content acçeptable to Buyer (with tenant's written consent anda acknowledgement, ifr required under the Lease). Seller agrees to deliver ans assignment of any) Lease ato or before Closing, with any security deposits! held by Seller under any Leases tobe transferred or credited tol Buyer atd or before Closing.. The assignment shall provide: G) that Seller shall defend, indemnify and! hold Buyer harmless from claims, losses, damages and liabilities (including, without limitation, court costs and attomeys" fees) asserted against ori incurred by! Buyerv which are caused by ort ther result ofanyd default bys Seller under any Lease prior to the date of Closing, and (i)t that Buyer shall defend, indemhify andl hold Seller harmless from claims, Josses, damages and! liabilities (including, without limitation, court costs and attomeys' fees) asserted against or incurred by Seller which are caused! by or the result ofany defaultb by (e) Seller also agrees to work diligently to obtain any tenants signarures on any estoppel certificates in such form as Buyer mayz reasonably requeste andt tov work diligentlyt to obtain any subordination, nondisturbance: and attomment agreements ins such form as Section 8. Environmental: Seller represents and warrants thati it has no actual knowledge oft the presence. or disposal, except asi in accordance with applicable law, within the buildings or ont thel Property ofhazardous or toxic waste ors substances, which are defined as those substances, materials, and wastes, including, but not limited to: those substances, materials and wastes listed int the United States) Department ofTransportation) Hazardous Materials' Table (49 CFRI Part 172.101)orbyt the Environmentall Protection Agencya as hazardous substances (40 CFRI Part 302.4). and amendments thereto, ors such substances, materials and wastes, which are orb become regulated under any applicable local, state or federal law, including, without limitation, any material, waste or substance which is Qp petroleum, (i) asbestos, (ii) polycblorinated! biphenyls, (iv) designated asa Hazardous Substance pursuant to Section 311 ofthe Clean Water Act ofl 1977 (33 U.S.C. $1321)orl listedp pursuan!t to Section 307 ofthe Clean Water. Act ofl 1977 (33 U.S.C. $1317), (Vv) defined. asa bazardous waste pursuant to Section 1004 ofthe Resource Conservation and] Recovery Act of1 1976 (42 U.S.C. 56903) or  affecting the! Property.  Buyer under any) Lease after thed date ofClosing. Buyer may roasonably request.  Page5of9 Seller Initials  Buyerl Initials  STANDARD! FORM: 580-T Revised 7/2022 n7nn77    (vi) defined as a hazardous substance pursuant to Section 101 oft the Comprehensive Environmental Response, Compensation and Liability Act of1 1980 (42 U.S.C. $9601). Seller hast noz aotual knowledge ofanyo contamination ofthel Property from sucbs substancesas Section 9.1 Risk of LosDamageRepair Until Closing, the risk ofl loss or damaget tot the Property, except as otherwise provided herein, shall bel bome bys Seller.Excepta ast tor maintaining the! Propertyi ini its same condition, Seller shalll baver nor responsibility fort the Section 10.1 Earnest Money! Disbursement: Int thé event that any condition hereto isn not satisfied, then the Earnest! Moneys shall be refunded to Buyer. Int thee event ofbréach of this Agreement by Seller, the Earnest Moneys shall ber refinded tg Buyer upon Buyer's request, but such retum shall riot affect any other remedies available to Buyer for such breach. In the event of breach of this Agreement by Buyer, the Earnest Money sball be paid to Seller as liquidated damagés anda as Seller's sple ande exclusive remedy for such breach, but withoutl limiting Seller'sI rights under Section 6(c) or Section 220 ofthis Agreemperit, Itisa acknowiedged byt thap parties that payment ofthe Earnest Moneyt to Seller in the event ofa breach oft this Agreement byl Buyer is compensatory and not punitive, such amount being a reasonable estimation ofthe actual loss that Seller would incur as aresult ofs such breach. The payment oft the Barnest Money to Sellers shall not constitute aj penalty orf forfeihure buta actual compensation for Seller's anticipated loss, both parties NÔTE: In the ovent ofa dispute between Seller and Buyer overt the disposition ofthe Eamest Money! heldi in escrow, al licensed real estate broker is required bys state law (and) Escrow Agent, ifn not al broker, bereby agres)! tor retain the Eamest Money int the Escrow Agent'st trust or escrow account until Escrow Agént has obtained a writtea release from the parties consenting toi its disposition or until disbursement is ordered byac court ofc competéntj jurisdiction. Alternatively, ifab broker ora ana attomey licensed top practicel lawi in North Carolina is holding the Eamest Mondy, the broker or attorney may depositt the disputed monies with the appropriale clerk of Seller and Buyer hercby agree and acknowledge that the Escrow Agent assumes no liability in connection witb the holding oft the Bamest Mopey pufsuant hereto except for negligence or willful misconduct ofEscrow. Agent. Escrow Agents sball not ber responsible fort the validity, corréctness or genuinenéss ofa any document or notice referred tou under this Agreement. Seller and Buyer hereby agree toi indemnify, protect, save and! bold harmless Escrow Agent andi its successors, assigns and agents pursuant to this Agreement, from any and all liabilities, pbligations, losses, damages, claims, actions, suits, costs. or expenses (including attorey fees) of whatsoever kind. ort naturé imposed on,i incurred by or asserted. against Escrow Agent which in any way relate to or arise out of the execution and delivery ofthis Agreèment anda anya action taken hereundér; provided, however, that Seller andE Buyer shalll havet no such obligation toi indemnify, save and! hold! harmless Escrow Agent for anyl liabilityi incurred by, imposed upon or established againsti itas Section 11. Closing: Atc orb before Closing, Seller shall deliver tol Buyer: a special warranty deed unless otberwise specified on Exhibit Ba ando other documents customarily executed ordelivered1 bya seller ins similart transactions, including without limitation, abill ofsale for any personalty listed on) Exhibit A, an owner's affidavit, lien waiver forms (and such other lien rolated documentation as shall permit theF Property to be conveyed free ando clear ofa any clain for mechanics' liens) anda ai non-foreign status affidavit (pursuant tot the Foreignl Investment inl Reall Property Tax Ac), and Buyer shall cause tol bed delivered the funds necessary top payt tos Seller thel Purohase Price. The Closings shall bec conducted by Buyer'sa attorney or handled ins such other manner ast tbep parties! hereto mayz mutually agreei in writing. Possession shall be delivered at Closing; unless otherwise agreed! berein. The! Purchase Price and other funds to bec disbursed pursuant to this Agreement shall not be disbursed until the Buyer's attorney's (r other designared settlement agent's) receipt of Section 12, Notices: Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party to thec other in connection herewith shall bei iny writing (whichs shalli include electronic mail) and shall be deemed tol have been properly given and received () on the date delivered in person or (i) the date deposited int the United States mail, registered or certified, retum receipt requested, 10t the addresses set outi in Section 1(g) as to Seller, andi in Section I(h) as to Buyer, or at such other addresses as specified by written notice delivered in accordance berewith, (ii) ats such time ast the sender performs the final act to send such transmission, in a form capable of being processed by the receiving party's system, to any electronic maila address orf facsimile number, ifany, providedins Section 1(g) ast to Seller, andi in Section 1(h)a ast toE Buyer or( (v). ont the date deposited with a recognized overnight delivery service, addressed to the addresses set outi in Section 1(g) as to Seller, andi in Section I(h) ast tol Buyer, ora at such other addresses ass specified by written notice deliveredi ina accordancel herewith. Ifar notice is sent byr moret than onen method, itwilll bec deemed received upon the earlier of thec dates ofreceipty pursuantt tot this Section. Section 13. Counterparts; Entire. Agreement: This Agreement may! be executedi in one or more counterparts, which. takent together, shall çonstitute one and the same original document. Copies of original signature pages of this Agreement may be exchanged via facsimile ore e-mail, and anys such copies shall constitute originals. This Agreement constitutes thes sole and entire agreement among the parties hereto and no modification oft this Agreement shal! beb binding unless in writing and signed by all parties hereto. The  may! have been disposedo ofors stored onr neigbboringt tracts.  repair ofthe) Property, inclading anyi improvements, unlesst thep partiesh hereto agree inv writing.  acknowledging thed difficulty determining Seller'sa actual damages fors such breach.  court ina accordance with thep provisions ofN.C.G.S. $93A-12.  aresulto ofE Eserow Agent'sn negligence orv willful misconduct,  authorization to disburse alln necessary funds.  Page6of9 Seller Initials_  Buyerl Initials_  STANDARDI FORM 580-T Revised" 7/2022    shall not affect the validity ofa any other provisions hereof andi this Agreement  invalidity ofo one or more provisions oft this Agreement shall bec construed ande enforced asifsuchi invalid provisions werer noti included.  Section 14.1 Enforceability: This Agreement shall become a contract when signed by both Buyer and Seller and such signing effective is communicated" tob botb parties; it being expressly agreed thatr notice given in accordance with Section 12is not required bottom fore communication' for the purposes ofthis Section 14. Thoy parties acknowledge and agree that: @)thei initialsk lines al theb ofcach page oft this Agreementa are merely evidence ofd their having reviewed the terms of eachj page, and ( theo complete execution andi inure ofs to such the initials lines shall not bea a condition oft the effectiveness oft this Agreement. This Agreement shall be binding upon benefit ofthep parties, theirl heirs, successors anda assignsa andt theiry personal representatives. Section 15. Adversel Information: and Compliance with Laws:  (a) Seller KmonlereAseAtF Seller has no actual knowledge of @) condemnation(s) affecting or contemplated' with respectt to the! Propeity; (i) actions, suits or proceedings pending ort threatened againstt the! Property; (ii) changes contemplated! in any applicable laws, ordinances or restrictions affecting the Property; or (iv) governmental special assessments, either pending or confirmed, for sidéwalk, paving, water, sewer, or other improvements on or adjoining the Property, and noj pending pr confirmed owners' association special assessments, excepta as follows (Insert' "None" ort thei identification of any matters relatingt to () through Note: For purppses ofthis Agreement: (a "special assessmen!" is defined as a charge against the Property by a governmental anthorityi ina addition to adv valorem taxes andr recurring governmental service feesl leviedy with sucht taxes, orb by and owners' association ina additiop to any regular assessment (dues), ejther of which may beal lien againstt the) Property; as special assessment may be either pending or confirmed; (). a' "confirmed", special assessment is defined as an assessment that! has been approved bya govermental agency or and owners' association for the purpose(s) stated, whether, at the time of Closing, itis payable in a lumps sum or future installments; (ir) a' "pending" special assessment is defined as an assessment that is under formal consideration bya govermental agency'o or an owners' association but whichl has not boen approved prior to Closing. Seller shall pay, inf fulle at Closing, allo confirmed governmental or association special assessments. providedt that the amount thereof can be reasonably determined or estimated. The payment ofs such determined or estimated amount shall be the final paymént between Buyera and Seller as to any confirmed special assessments, Ifthe amourt ofa any special assessment çanno! ber reasonably determined or estimated, thes special assessment shall be deèmed aj pending special assessment. Buyer shall taket title subject to all pending special assessments disclosed by Seller herein, if (b) Compliance: To Seller's actual lnowledge, () Seller has complied with all applicable laws, ordinances, regulations, statutes, rules andr restrictions pertaining 10 or affecting the! Praperty; (i) performanco oft the Agreement will notr resulti int the breach of, constitute any default under or result int thei imposition ofa anyl lien ore encumbrance upont the Property under any agreement or other instrument to which Selleri is-ap party orbyv which Seller or the! Propertyi is bound; and (in) there arer nol legal actions, suits or other legal or administrative proceedings) pending QF threatened against the Property, and Seller is not aware ofa any facts whiçh mightr resulti in (c) Owners' Association: Ifthel Propertyi is subjecti to1 regulation by and owners' association, Sellers shall deliver thef following information to Buyer pursuant to Section 4 asi ifthe same were listed therein (or Seller shall state that Seller does notl have same in their possession or that such item is nota appliçable): () the name oft the owners' association; (i) the amount ofregular assessments (dues); (it) ther name, address andt telephone number of the president of the owpers' association or oft the association mianager or management company; (iv) thec owners' association website address;: (v) the! Seller's statement ofe account; (vi) ther master insurance policy: sbowing thec coverage provided andt the deductible amount; (vi) copies ofa any) Declaration and/or) Restrictive Covenants; (vi) theF Rules and Regulations, (ix)t the Articles of] Incorporation: and Bylaws oft the owners' association; (x) the current financial statement and budget oft the owners' association; (xi) the parking restrictions andi information; and (xii) the architectural guidelines. Seller authorizes andd directs any owners' association, any management company ofthe owners' association, anyi insurance. company anda any artomey whol has previously represented the Seller tor release to Buyer, Buyer's agents, représentative, closing attorney orl lender true Section 16. Survival of Representations and Warranties: All: representations, warranties, covenants and agreements made by the parties hereto shall survive the Closing and delivery of the deed. Seller shall, at or within six (6) months after the Closing, and without further consideration, éxecute, açknowledge and deliver to Buyer such other documents andi instruments, and take such other action as. Buyer may reasonably request or asn may ber necessary tor more effectively transfer to Buyer the Property described! hereini in Section 17. Applicable Law: This Agreement shall be construed under the laws oft thes statei inv which the Property is located. This  (iv)e above, ifany): None  any.  anys suoh action, suito ard othery proceeding,  anda accurate copies ofthet foregoingi items affecting the Property, including anys amendments thereto.  accordance with this Agreement. forml has onlyb been approvedf for usei inl North Carolina.  Page7of9 Seller Initials_  Buyerl Initials_  STANDARDI FORMS 580-T Revised" 7/2022 A7A97    Section 18. Assignment: This Agreement is freelya assignable unless otherwise expressly provided on Exhibitl B. Section 19. Tax-Deferred: Exchange: Int the event Buyer or Seller desires 10 effect a tax- deferred exchangei in connection with the conveyance ofthe Property, Buyer and Seller agree to cooperate ine effecting such exchange; provided, however, that the exchanging party shall be responsible for alla additional costs associated with such exchange, and provided further that a non-exchanging party shall not assume any additional liability with respect to such tax- deferred exchange. Seller and Buyer shall execute such additional Section 20. Memorandum of Contract: Upon request by either party, the parties hereto shalle execute a memorandum ofc contract in recordable form setting forth such provisions bereof (other than thel Purchase Price and other sums due) as either party may wish to any effect therebya aso ofa specific date tob bes stated int the memorandum (whichs specific dates shall ber nol later thant the date of Closing). Thec cost ofn recording such memorandum ofc contract shalll beb bome byt thep party requesting execution ofs same. Section 21. Authority: Each signatory to this Agreement represents and warrants that he or she has full authority to sign this Agreement and suchi instruments as may! ber necessary to effectuate any transaction contemplated by this Agreement onb behalf of the Section: 22. Brokers: Except as expressly provided herein, Buyer and Seller agree toi indemnify and hold each other harmless from any and all claims oft brokers, consultants orr real estate agents by, through or under thei indemnifying party for fees or commissions arising out oft the sale oft the Property to Buyer. Buyer and Seller represent and warrant to eacho other that: (i)e except as tot thel Brokers designated under Section 1(f) ofthis Agreement, theyl haver not employed nor engaged any brokers, consultants or real estate to be involved in this transaction and (ii) that the compensation of the Brokers is established by and shall be govemed by agentst separate Section 23. Attorneys Fees: Iflegal proceedings arei instituted to enforce any provision of dhis Agreement, the prevailing party int the proceeding shall be entitled to recover from ther non-prevailing party reasonable attomeys fees and court costs incurred inc connection EIFS/SYNTHETIC: STUCCO: Ift the adjacent box is checked, Seller discloses that the Property has been clad previously (either in whole or in part) with an" "exterior insulating and finishing system" commonly known as "EIFS" or "synthetic stucco". Seller makes no representations or warranties regarding such systema and Buyeri is advised 101 make itso owni independent determinations THE NORTH CAROLINA ASSOCIATION OF REALTORSe, INC. AND THE NORTH CAROLINA BAR ASSOCIATION MAKE NOI REPRESENTATION AS TO1 THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORMI IN ANY SPECIFIC TRANSACTION. IF YOUDON NOT UNDERSTAND THIS FORM OR FEEL THAT IT DOES NOT PROVIDE FOR YOUR LEGALNEEDS, YOU SHOULD CONSULT. A NORTH CAROLINA: REALI ESTATE ATTORNEY! BEFORE YOU  documents, at no costt tot ther non- exchanging party, as shalll ber required to give effect tot thisp provision.  incorporate. Such memorandum ofc contracts shallo containa a  thati ita automaticaly terminates and the Propertyi isr released from  party for whom! hec or shes signs andt that! his or her signature binds such party.  agreements enteredi into as amongst thel Brokers, thel Buyer and/or the Seller.  with thej proceeding.  with respect to conditions related toc or occasioned by thce existence ofs such materials att the Property.  SIGNIT. BUYER: Individual eyllen Date: 0/-11-2024 Date:  SELLER: Individual Date: Date:  Page8of9 Seller Initials_  Buyer Initials_  STANDARD! FORM 580-T Revised" 7/2022 A719877    Business Entity CiyofWhitevile By Name: Terry Mann Tide:Mayor Date_ 1-11-3454  Business Entity NRCO,1 LLC By  (Name   (Name ofEntity)  Name: Leslie THigha and Stuart) Highl Rogers Tide: President and Secretary Date:,  WIREI FRAUD WARNING  To Buyers: Before sending any wire, you should call the closing agent's office to verify the instructions. Ify you receive wiring instructions fora a different bank, branchl location, account name or account number, they should be presumed fraudulent. Do not send Tos Sellers: Ify yourp proceeds willl be wired, itisn recommendedi that youp provide wiringi instructions at closingi in writingi int thep presence ofu the closing agent. Ifyou are unable to attend closing, you may be required to send an original notarized directive tot the closing agent's office containing the wiring instructions. This directive may be sent with the deed, lien waiver and tax forms if those documents are being prepared for you by the closing agent. Ata minimum, yous should callt the closing agent's office top providet the wirei instructions. The wirei instructions should bev verified overt thet telephone viaa a callt toy youi initiated by the closing agent's office to Wbether youa are al buyer or aseller,) yous should callt the closing agent's office atar number thati is independently obtained. To ensure that your contact is legitimate, you should not rely on aj phone number in an email from the closing agent's office, your real estate The undersigned hereby: acknowiedges reccipto of the Earnest Money setf forthl herein and agrees to holds said Earnest Moneyi in  any funds and contactt the closing agent's office immediately.  ensure thatt they arer notf fromaf fraudulent source.  agent or anyone else. accordance with thet terms hercof.  (Name ofE Escrow Agent)  Date:  By:  Escrow Agent' contact/notice information isa asf follows: except ass same may bec changed pursuantt to! Section 12.  e-mail address:  faxi number:  Page 9of9  STANDARDI FORM: 580-T Revised 7/2022 07/2022    Exhibit. A  Agreement for Purchase and Sale of Reai Property and 1.96 Acres at  127W Columbus Street, Whiteville, NC  Buyer Initials.  Seller Initials    ExhibitB  Agreement for Purchase and Sale of Real Property and 1.96 Acres at  127W Columbus Street, Whiteville, NC  The Purchase oft the property is contingent ont thet following: 1. Columbus County Government funding halft thep purchase price oft the! building as previously discussed inc closed: sessiony withl both governing bodies present. Project Cirrus receiving finala approval from the: state. Project Cirruse entering into al lease agreement witht the City of Whiteville ont the building. Transaction qualifies fora andiss submitted tot thel IRS under Section 170oft thet tax code, crediting the Owners with the $100,0000 difference between the Sales price and the Appraisal priced ofthe Any monies received from ani insurance claim related toa a recent! lightning strikev willl be deposited into escrow with thec closing attorney tol be credited tot the Buyera at closingf for  property.  building maintenance and repair.  Buyer Initials  Seller Initials    EXHIBIT B-1  ECONOMICI DEVELOPMENT AGREEMENT! BETWEEN THEC CITY OF WHITEVILLE, NCA ANDO OPTOMI, LLC INSUPPORT OF) JOBC CREATIONA ACTIVITIES  ThisE ECONOMICI DEVELOPMENT AGREEMENT ("Agreement"): is made ande enteredi into eflectiveas ofchis 22- dayo of Recembel, 2023 (Referred to herein 35 the' "Effective! Date") by: andb berween THE CITY OF WHITEVILLE, NC (referred to herein as "Whiceville"), and OPTOMI, LLC D/B/A Provalus (referred toh herina as" Provalus"),a Delaware! limitedli liabilityo compeny, tov wit: I.Purpose: Provalus andV Whiteville, desire top promote, establish andd developa newo oro existing business enterprisei in the Cityo ofv Whiteville, NC, andi inf furtherance oft thatp purpose, Provalus andW Whitevilie agrec, pursuant tot the terms ofadefinitivel lease agreement (he" "Lease")asf follows: Whiceville, inc consideration ofProvalus's perfornance afitsp promisess ser (onhi inthis Agrcement, andasfi furthers set fortiri intheL Leusev will: ()P Purchase the building losated ar 127V West Columbus Stin Whiteville, NCV whichi is listed asa Commercial Property wih Coldwell Banker Commercial atacosto of $697,000 herein refered to as the" "FACILITY". Provide Provalus use and occupancy ofihe FACILITY( (heu usco oft cheb building constiluting the FACILITY bcingthe" Commencement! Date") providedhoweyer, ifthe Commencement! Date doesn noto occurw within2 years following thed dae ofthisA Agreement, Provalusn may terminate (this Agreement and the Lease with respect to such building anda any obligations afProvalus andv Whitevillet thara are delemined ont theb basiso ofthes size (2)V Whiteville will work with Provalus lo complete building up-fts atac cost ofupto $1,000,000. Whiteville willr managet theu up-fitp projeciy withs significanti inpurf from Provalus representatives loe ensure thatt thef facility fits theirn needs. Provalus will, in consideration of the efforts of Whiteville to up-fit the building. commit all funds from approved Siate and local grants toward the cost of the building renovations. Approved State funding includes a Building Reuse Grant for $390,000 as well as a One NC Grant for $300,000. The Columbus Jobs Foundation has also agreed to provide up 10a maximum of $90,000 toward renovations. Whiteville will coinmit up lo an: additional $220,000 loward the renovationsa asv well. Should thec costo ofrenovations exceed the $1,000,0001 limit approved by Whiteville, any additional costs will be the responsibility of (3)In the event thatr renovation cosis exceed $1,000,000 Whiteville wills seck to obtain additional grantf fundingi in support ofihep project, though such funding cannotbe (4)V Whiteville represents andv warants thatits willl lease theF FACILITY with: an option to purchases same andh hasc oblaineda all consents anda approvals necessary lop perform isobligationsv withn respeci to! thel leasco ors saleo ofthe FACILITYtOP Provalus; (5)P Provide to Provalus the FACILITYar the lease rates set forth below fora (erm ofs ycarsi initially, which Provalus muye extendt theL Lease ford the timep periodss set fortb below so long as the Job Creation Requirements arc satisfied; Whiteville will provide a discounted lease rate to Provalus based on the Job Creation Requirement lisiedin? Pargraph3.a. below (Leasen rates shallben noc charge (SOpers sqfiper) year)iny yeors0-5; ((Extensiono optionl I)Leaser rates shallbes S3pers square footp pery ycor for) ycars 6-10. (i) IFP Provalus should exercise the option to purchase by October 1, 2028, Whiteville will to provide the space until the closing ofthe at the discounted lease mte based on the Job Creution Requirement and the lease amount paid would bep placed against the purchascp priced discussedinthen nexts section. (iv) Ir Provalus does not satisfy de Job Creation Requirements by the respectived deadliness set forthb bclow, thel leaser ratev willn reverttos siOper squaref footu untils sucht tinca ast thef foregoingn requirementso ares satisfied. (6) Grant to Provalus an Option to Purchase the FACILITY on tenns and conditions ser forth below (and others muually acceptable to the parties as further set forth in the Lease) upon Provalus" timely fulfilment of: all Job Creation Requirements due under this Agrecment at the time the option is exercised, buLs sucho option shall notb be exercised by Provalus aferf fivey years from the commenceinent date of the lease wichout the following conditions ()Allofthe Job Creation Requiremenis duct by such dateh havet beenn metin fulla andn maintained fora aperiodo of6consecutivee calendarn months; (i) Upone exercise ofthe Option to Parchase, Provalus agrees in writing with Whiteville to purchase FACILITY for the initial investment of Whiteville's purchase price (including any fees, closing costs,  ofthe FACILITY willbe ratably reduced;  Provalus. guaranteed.  presen!:    commissions, and other cosis incurred by Whiteville 10 acquire the propeny and provide to Provalus) plus any renovation expenses covered! by Whiteyille (including anyo costs associated with planning, engineering, and demolition) minus any cumulative rent payments paidb byP Provalus aferd thef fifhy yearo ofthel lcasea andk lessti the Staica and local grantf funding mentioned ins section! 1. parta, itemn number 2(ie thes $780,0001 ina approveds Statea andle localg grants); (in) AII improvemenis and construction expenses from the dale the FACILITY isconveyedio Provalus willb beatP Provalus'e expense; (7) Provide addicional trainings space fori interviews, newh hiret training, Wonderlic testing, andh hiring eventsn neededb by Provalusk inani initials 9-month periodo of new hires in parinership with Southeastem Community College ondt the County .P Provalusy will, inc consideration ofthe promises set forthi int thisA Agroement, as furthers sel (1) Occupy aod utilize as its place ofb business that certain property and premises located at 127 West Columbus Street, Whiteville, NC (lhe "FACILITY"); thet totaln rentables square! footagec ofthe FACILITY willbeset forthi in the Lease andia is currently estimated tobear total of 19,208 square (2) Useando occupyt to FACILITY and, untild BFACILITYrmoied: foruse byP Provalus, usca ando occupy anya anda allie emporary premises providedbythe COUNTY OF COLUMBUS, ina accordance witha asoparate Corporate Membership Agreement Between Provalus ando Columbus Countye eflective aso ofSeptembor 1,2023a andi incorported! hereint byre referencens" "Appendix A"; (3) Continuouslye employa atthe FACILITY atleastt ther numbero ofnewf full-tine employeess statedi inparagraph 3.a.b below fort thep periodss set (orthi thercin (he" "Jobo Creation Requirements"); Purchase anyf fumiture, cquipment, fixrures, andu uppliancesa asn needed fort the FACILITY andp paya anyl laxesa assessedo ons suchp personal property; (5)Pay anya applicablep property taxesont the! FACILITY fort thee entire termo ofthek leaseif such taxes are found to be applicable (Ciry owned property may be tax exempt): (6)P Payf forallu utilities andn maintenance ofihe FACILITY during the entire tem ofte lease. Reimburse: allp property insurancey preiiums for thel FACILITYIO Whitevilled during theentiret termc ofthe lcase. (8)Maintain Renter'sl Insuranceu lop proicctu thec contenis ofitheF FACILITY during the cntire lenno ofthel leasc. (9)Faithfully perforna allo ofitse covenanis ofthisA Agreemont; 2. Provalus further agrees thati it understands thar the FACILITY may onlyb be used in accordance with North Carolinal Law, tothebesto ofWhiteville's) knowledge,t thep purposes ofWhiteville ands State Funds made available hereundera are consistenty witha anddon not execedi thoseli limitations. Ina addition, the City Council ofthe Ciyo ofWhitevilleh have foundi hats suche expendinires aret required orsuitable lop promole or develop ar newo or expanded business enterprise. Ifan audird determines thara anyp part ofsuch funds were not usede consistent wichs such limitations andp purposes, Provalus, in further consideration ofthe Whiteville and Sue Funds and iis use ofthe FACILITY, agrecs that Provalus shall reimburse Whiteville for anys sums ofr money not used for purposes consisient with this Agreement or such Funding md Rent, In further consideration of the Whiteville and Stnte Punds andi its use ofthe FACILITY, Provalus agreest to comply with the following Job Creation Requirements andp pay Rentto below in paragraph 3.b. upon Provolus failure to meer the. Job Creation Provalus fails toc continuously employ the followinga thel FACILITY (he Job (1)25 full-timee employecsa asofly year fromt the Effoctive! Dote; (2)60 full-timee employecsa aso of2y ycars fromt the Effectivel Date; (3)92 full-timee eimploycesa as of3yearsh fromu theE Effectivel Date: (4)) 150A full-timee employces asofs; years fromu the Efective Date; Rent: Int the event the Jobo Creation Requirement are nots satislied from anda afterti the set forhi inp paragraph3 3a, Provalus promises anda agrees lopay lo Whitevilleb byn mailorin persona al thea address ofThe Cityo ofy Whitevillea asset forthi inp paragraph 13,orsucho other places as Whiteviller mayf fromt timeic lo! lined designatei inv writing, Rentit int thes sumo ofsIOper square foot [totaln amount TBDb basedo onf finalF FACILITYS square footage, butnotioe exceed atotal of! 19,208 square feet) ("Rent"), foru the period beginning on the first day ofthe month following Provalus failure tor mect the. Job Creation Requirements and continuing  ofColumbus asneeded; forthi intheL Lease:  feet) located on 1.96a acres;  limitations. Whiteville as Requirements:  Creation Requiremenis"):  dates    inthes same: amount on thes same dayo of cach consecutive month chercafter until thel last dayo ofu ther month preceding ther month, ifany, in which Provalus meets the) Job Creation Requirenients, asd determined ina accordancev withd thep provisions ofparagraph6 6below. All Rent shallb beduea andp payable mmonthly, in advance, wihoud demand, notice ors setoff, on thefi firstd dayo ofcachm month during ther tenno ofuis Agreement. Int thee eventa anyi installenent of Renti is not received within five days aher the date on whichs sucha anounti is due" Provaluss shalip paya additionally ana administrativel latcc chargec offive porcento ofthee emount pasi due plus the amount ofa any altoreys feesi incurred by Whiteville in connoction therewith fore cachs suchk latep payment. Provaluss shalla alsop paya ant ndminisirative churge ofs 100.001 fore eacho checkn relurnedu unpaid fora anyre reason, 4.T Timei isofthec essence ofuisA Agreement, S.Termo ofAgreement." Thel lermo ofthisa agreeinenty willb bef from the Effective Dateu until theexpiration ofsixty (60)n months followingu thec Commencement! Date,s subjecttoe extensiona aswille beh furtherset forthi int thel Lease. 6.Quarterly Reports, beginningw with die endo ofthef firsiq quartera aflert the Comnencemen! Date, and continuing on! thercafteru until thec expirationo of60c consecutiver months fromt the Commencement Date, Provalus willd delivere to Whitevillea aredacted copy (allbutl last4 digitso ofsocials security numbers mayb ben masked fors securicy) ofthe) NCUI-101 formf filedy withd the Suateo ofNonh Corolina's Divisiono ofEmployment; Sccurity: ands such otherr recordsr reasonablyr requestedby Whitevilles stating Provalus number offull-timec employees employeda at theF FACILITY fore each month ofthe Quarteri ini itso operationse carried onalt thel FACILITY. Thisi istod delermine then number ofnew full-timee employcesal the FACILITY. Provalusw willy within3 30days ofthee endo ofther mont coveredb bye eachs suchn report,l havea ana authorizedo officer ofProvalus certify ther reporta asbeingtrue ando correct, adda anya additional informationa asmay bere reasonablyr requestedb by' Whitevilleto delerminec compliance withd thec conditionss specified by this agrecment. 7.No Assignment! Permitted. ThisA Agreementi isnora assignable, eitheri ins whole or inp pari, byP Provalus without the express prior written consent of Whiteville, and anys such assignment without such consent shall be void and ofno force ar effect. Norwithstanding. Whiteville may assign this agreement atti timew without Whiteville beingr released froml liability' hereunder, andi theie lenns ofthis agrecment maybeer onforcedby" Whiteville,o oranyo ofitsagentso or assignees. 8.NoF Portnership, ctc. Itiss spccifically agrecd thatd theres shall Holb bes and that therei isr not, byr reasono of this agreement or any tronsectione contemplated hercby, any) joint venture orp partnership between Whiteville and Provalus. Nothing herein shalli in: any wayb be construed asa commitment afany financial supporto of Provalus byV Whiteville beyondt thut expressly stated herein. Inperforingihe duties delailed herein, no officer, agent! or employco of Provalus shall bo an officer, agent or employce of Whiteville, and Whitevilles shallh haven no duties lo anyo officor, agento or employec of 9. GoodF Faith: Normal Business Operntions. Provalusa agreest thati ithasc enteredi intot this Agreementi in good faitha and thatit itshalla acting good faithir inc complying withi isp provisions. 10.0 Uscofw Whiteville's Name: Provaluss shalln noin makea any useofwhiteville's: numef forp publicityin connectiony withp Provalusb businesso ora activitiesu unless approvedir ina advanceb byv Whiteville. I1. Defuit ando Ouher Miscellaneous Agreements. Provalus wille tinely pay all taxcs and assessments, ifany, on the conlenis ofthe FACILITYpromplyy whend due. Provalus willn noily Whiteville of any change in Provalus' (or Optomi's) principal place wherei it'srecordsc conceminga accounis andg generati intangiblesa arek kept. Provaluss shalle beind default under thisA Agrocmenti ifany oneorm more ofthef following cventso occur (an" "Evento ofDehuk): (1)Failureo ofProvalust tor mect the) Job Creationl Requirements: ate anyt timed during thet tenn ofthis Agreemnent; (2) Failure by Provalus to use the Whiteville or State Fuads and the FACILITY for purposess sel forthie ina andc consistent with theA Agreement; (3) Provalusc ceases operationsi in Whiteville, NCattheF FACILITY prior to expiration of60 consecutiven monthsf froit the EffectiveD Dae; (4) Default in the payment of Rent that continues for five (5) business days following recciptb by! Proveluso ofwricten noticef from Whitevillo ofsuchr nonpayment (5) Failureto tor maierially, perfonn anyo obligation, covenant, or) liabilitye contninedo orn referred toint this Agreement othert thant those expresslys statedi in thisp paragraph 10.c, ands such failure continues for thirty (30) days following receipt by Provaluso of written notice fromV Whitevilleofsuchn non-performance; (6)! Ifany" warranty, representation, ors siatement made or fumished lo Whiteville byoron bchalf of Provalus proves to have been fnlse in anyr material respect when mede or fumished; (7)7 Thes sale, conveyance ore encumbrance ofanys ofthe FACILITY, orthen making ofany levy, seizure, or actachment of or on the FACILITY or contents thercof ownedb by Whiteville, inanye case ductor thc actions ofProvalus;o or (8) Dissolution, termination of existence, insolvency, appointment ofa rccciver for Provalus, assignment for the benefit of creditors, or the commencement of any proceeding under anyb bankrupicy ori insolvency law by or against Provalus, incach case that hasa maierial and adverse effoct on Provolus' ability to perforn its obligations! hercundero or underu theLease. 12. Default Remedies; Miscellanous. Onc or at any time afer the occurrence ofa any Event of Default, Whiteville ati its option, may deciare Provalus in defoult and, thereupon: ( Whiteville may exercise any anda all ofther rightsa andr remedies provided cither at! law or inc equity, possessed by  Provalus.    Whiteville, except fora an Evento ofDefauky under paragraph IL.cI), inwhicho case Whiteville's sole remedys shall bel limited tot the followingo clause: (s Should Provalus failton meett the Job Crcution Requirements AND commences lo Pay Rent as described in 3.b. heroin, Whiteville shall not demand that Provalus vacate the FACILITY during the lermo of this Agrecment for so long us Provalusi isp paying saidr renl at the endo ofthe tero oft thisA Agreement, ifProvaluss stillh has not met de Job Citation Requirements, as contained herein, then Whiteville may demand that Provalus vacatet theF FACILITY. Additionally, ifan Event ofI Defaul occurs (except fora an Event of Default under paragraph IL.c(). Whiteville,i inaddition tootherr remedies availablei loitark lawo ori n cquity, may, without notice, cnter upon, reenuer, possess and repossess itselt thercof by sunmary proceedings. or otherwisen andn mayd dispossess and remove Provalusa andp persons and property from the FACILITY. Such dispossession and removal of Provalus shall not constirute a waiver by Whitevilleo ofanyo clains by Whiteville against Provalus. Provaluss shalln retain the ownership ofall movable equipncn, fumiure purchased by Provalus, unds supplies prior to termination of this Agreement however Provalus shall repair any injury to the FACILITY resuking from such renyoval. IrProvalus docs nol renove such movable equipment, lumiture purchased by Provalus and supplies prior lo temination. then in addition 10 its other remedics al low or in equity, Whiteville shall have ther righr (but noL the obligation) I0 clect either (a) to have suchi jems removed ands stored, anda all damage to the FACILITY resulling therefrom repaired, aLE Provalus cost ande expense; or (b) 10 have suchn movable equipment, fummiture ands supplies automatically become thep property ofthe Cilyo ofv Whitevilleu uponi termination ofthisA Agrecment, inv whiche event Provalus shalln nothave: yf further righty withr respect thereto orn reimbursementt therefor. a. Without! limitingd the provisionsh hercofr restricting assignability afthis Agreeinent, this Agreements shalit beb bindingi upon Provalus, Whiteville, andtheirn respcctives successursa and ThigA Agreementn may hea execudi ina anyn numhero ofcounerpars andn allofsucho counierparis lakent togethers shallhed deemedtoc constirute onea andt thes sameir instrument; e.Ifanyo onec orn mored ofthep provisions containedi inthisA Agreements shouldb bei invalid, illegal ina anyn respect, the validity, legalitya ande enforceability ofcher remaining provisionse containedk hereina andu thereins shalln notb bea affectedi ina any way thercby; This Apreemen! is executed in and shall bc performable in Columbus County. North Curolina. This Agrement shall be governed by and construed und interpreted in accordance with thel lawso ofthes Stateo of North Carolina. Anyl legala actionf filedp pursuant tothis Agreement shallbe filedir in Columbus County, North Carolina, Notwithstanding, in thee eveni of Provalusf insolvency, Whiteville. al) Whicville's clection, may pursue such claims ora actions asaren necessary inat bankrupicy courti in whichs suchi insolvency No amendment, modification orv waiver of: any provision oft this Agreement shall ina any event be effective unless the same shall hei in writing ands signed by' Whiteville: and Provalusa andu thens sucha amendment, modificationd orwaivers shall bcc cflective onlyinthe specifici instancea and ford thes specific purpose! for which given. CPartiesb bound, not third-party beneliciaries," This Agreements shall be binding on andi inure lotheb benefit ofthep partieste toitandu theirn respectivel heirs. execuiors, administrators. legal representatives, successors, and assigns where permited by this Agreement. This Agreementi is expressly not intended to benefic: any pariies other than Whiteville and Provalus. Accordingiy, no entityo ather than thes aforementionede entities (ora any: successor ar assignee of Whiteville) shall have any nuthority to enforce or benefit frum any Thet tenms hercof relating tothel lease: ando options to purchase oft the FACILITY shallb be funher seif fonhi ind the Lease. Ifuhep panics: are unable to agree upont thel Lense, then the lermsb hereof shall automatically expire as ofthe temination ofL Leaser negoliation. No tenns hereof relating lo thok lcase and opcion to purchase of the FACILITY contained herein shall be consirued asa binding obligation on the parties! hereiou unicss andu untila Leasei is fullys excculed by both Provalusa andV Whiteville. Nothingi inr thiss sections shallbe construcd to invalidate or make ineffective those development incentive lenns and conditions not related 1o the Lease and Purchase of the FACLITY from being legally 13. Norice. Any, anda alln notices, demandso orr requesisr required orp permitted iobeg givens undert this Agreement shall beg givenir inw writinga anda addressedu tocacho other Pany. attheir followingr respectivee e-mil addresses or addresseso oro cos sucho other: address asanys suchP Party mayd designatei inv wrilingin  Thep parties! hercion also agreen as follows: assigns: oru  proveedingsare occuring:  provisione contained hercin.  bindingoni the panierh hercio. accordancev widhu thiss Section: ariov Whiteville, theni: The Cityo ofv Whiteville  Aun.: CityN Manager 300S. Madison Street Whieville, NC: 28472 b.lFioProvalus. thento:  Optomi, LLC D/B/AProvalus Altn: Will Ruzic Jok S.Mcheb: Ave Brba.AL3026    Notice given as providedi in thiss Scclion 13shallt bed deemede effective whenr receivedr regardiesso ofthen mmanner 14.P Provaiuso pertifiest thatit i,a ande eachb branch,d division, ore deparimento ofit, doesn nota andv willn nork knowingly employa anu undocumented worker andf funhera agroes thati ifu afterr recciving fandsf from Whitevillea and thes State ofNonh Carolinai it,ora abranch, division, or dapariment ofit. iscunvictedo ofov violationu under 8U.S.C. Section 1324()0)w withr respect toiheF FACILITY, Provaluss shallr repayt thea umount funded undert thet termso ofchisa agrecmentr nork laterd thand the 120'd daya aliert the date Whitevillec orthes Slatcof North Carolinan notifies Provaluso ofthev violation. Executedi in Columbus County, Nanh Carolinaond this dayof ,202à. ando effective! fora all purposesi us of. /-11- 202, (he" "Ellectivel Date")  delivered.  OPTOMI,LLC EIE2 Tille: CFO  CITYOF WHITEVILLE By:. Teeplion Tiuer. MAyo2