City ofMount Airy Regular Board Meeting October 3, 2024 6:00 pm  Council Chamber Municipal Building 300 South Main Street Mount Airy, N.C.  This Meeting will bel heldi in the Council Chamber oft the Mount. Airy Municipal Building and also virtually by viewing through the  following Zoom link:  htps/Ms2wcb.zoom.t/83434920412  using password COMA ifp prompted. You may also view this meeting vial Facebook Livel by connecting to the City's Facebook page The City ofl Mount Airy, NC. Link willl bej posted on www.mountairy.org the day of the meeting.  AGENDA  Welcome and Call to Order.. Invocation. Pledge of Allegiance..  Mayor Jon Cawley Mayor Cawley Everyone  Items for Discussion and Possible Action  1.) APPROVAL OF AGENDA:  2.) CONSENT. AGENDA: The consent agenda is comprised of matters of routine business that do not require discussion by the Board. Items included on this agenda are indicated with an asterisk (*) and will all be considered with one motion by the Board. Should a Board member wish to remove an item from the consent a) **Resolution Authorizing Staff to Make Application for NC: Department of Commerce RC2 Grant:  agenda, that item will be considered in its listed place on the agenda.  Resolution No. 2025-021  3.) PUBLIC HEARINGS: 4.) RECOGNITIONS: 5.) PRESENTATIONS: 6.) PUBLIC FORUM: 8.) OLD BUSINESS: 9.) NEW: BUSINESS:  7.) ITEMS REMOVED FROM CONSENT. AGENDA:  a) Resolution Designating Section of Franklin Street one-way Going West from Main  Street to Willow Street: Resolution No. 2025-018  a) Resolution Awarding Construction Contract for Mount Airy Public Library Renovations Project: b) Resolution Approving Development and Incentive Agreement for "Project Vista": Resolution No. 2025-023  Resolution No. 2025-022  10.) OTHER BUSINESS: 11.) REMARKS BY OFFICIALS:  a. City Council b. City Manager . City Attorney  12.) CLARIFICATION/REBUTTAL BY MAYOR. AND CITY COUNCIL:  13.) CLOSED SESSION: a) Pursuant to NC65143-318110)0) Attorney-Chent Privilege  14.) ADJOURNMENT:    RESOLUTION NUMBER 2025-021  RESOLUTION AUTHORIZING STAFF TO MAKE APPLICATION FOR NC DEPARTMENT  OF COMMERCE RC2 PROGRAM GRANT  WHEREAS, the City Manager is requesting permission and support to make application for a North Carolina Department of Commerce RC2 Program grant in the  amount of up to $50,000 with no local match required; and wayfinding signage in the downtown area; and  WHEREAS, this funding, if awarded, will be used to assist with the cost of WHEREAS, it is staff recommendation to authorize the application for said NC NOW, THEREFORE BE IT RESOLVED BY THE CITY OF MOUNT AIRY  Department of Commerce grant:  BOARD OF COMMISSIONERS MEETING IN OPEN SESSIONTHAT:  Section 1. The Board of Commissioners does hereby authorize the City Manager to make  application for a North Carolina Department of Commerce RC2 Program grant in the amount of up to $50,000. Ifawarded, the grant funds will be used to assist with the cost of wayfinding signage in the downtown area.  Section 2. This resolution shall become effective upon approval. Approved and adopted this the 3rd day of October, 2024.  Jon Cawley, Mayor  ATTEST:  Melissa N. Brame, City Clerk    RESOLUTION NUMBER 2025-018  RESOLUTION DESIGNATING SECTION OF FRANKLIN STREET AS ONE-WAY  One-Way Going West from Main Street to Willow Street  WHEREAS, the City of Mount Airy plans to construct a conference center behind the WHEREAS, the City proposes to make Franklin Street a one-way street going west from Main Street to Willow Street to provide traffic calming measures and accommodate the  Balladeer Hotel at the Spencer's Mill Redevelopment site; and  proposed new conference center and hotel project:  NOW, THEREFORE BE IT RESOLVED BY THE CITY OF MOUNT AIRY  BOARD OF COMMISSIONERS MEETING IN OPEN SESSION THAT:  Section 1. The Board of Commissioners does hereby approve designating a section of Section 2. The Board of Commissioners does hereby direct the Chief of Police to provide  Franklin Street one-way going west from Main Street to Willow Street.  appropriate signage and markings painted or erected indicating this portion of  Franklin Street is now a one-way street.  Section 3. The Board of Commissioners does hereby direct City staff to contact the NC  Department ofTransportation to inform them oft this change.  Section 4. This resolution shall become effective upon approval. Approved and adopted this the 3rd day of October, 2024.  Jon Cawley, Mayor  ATTEST:  Melissa N. Brame, City Clerk    RESOLUTION NUMBER 2025-022  RESOLUTION AWARDING MOUNT AIRY PUBLIC: LIBRARY RENOVATION, PROJECTTO  SIMCON COMPANY, LLC  WHEREAS, the City of Mount Airy was allocated $1,500,000 in State funding for the WHEREAS, City staff advertised for Request for Proposals and received six (6) WHEREAS, after careful evaluation of each proposal, it is staff recommendation to award the Mount Airy Public Library Renovation Project contract to Simcon Company, LLC for the base bid of$1,243,900 and a total bid of $1,324,900 (with alternates1&2):  renovation and construction of the Mount Airy Public Library; and  qualified proposals; and  NOW, THEREFORE BE IT RESOLVED BY THE CITY OF MOUNT AIRY  BOARD OF COMMISSIONERS MEETING IN OPEN SESSION THAT:  Section 1. The Board of Commissioners does hereby award the Mount Airy Public  Library Renovations Project contract to Simcon Company, LLC for the base bido of$1,243,900 and a total bid of $1,324,900 (with alternates 1 &2).  Section 2. The Board of Commissioners does hereby authorize the Mayor to execute said  contract per review and approval by the City Attorney.  Section 3. This resolution shall become effective upon approval. Approved and adopted this the 3rd day of October, 2024.  Jon Cawley, Mayor  ATTEST:  Melissa N. Brame, City Clerk    MBUNTCDAIRY  NORTH CAROLINA  Memo  To: From: Date: Re:  Mayor Cawley and Board of Commissioners  Darren Lewis, City Manager  09-26-2024  Mount Airy Public Library Construction Contract  The City of Mount Airy was allocated $1,500,000 in state funding for the construction and renovation of the Mount Airy Public Library. Based on the architectural and engineering drawings prepared by Alliance Architecture of the Triad, PC, we advertised a Request for Proposals (RFP). The RFP was published ini the Mount Airy News and posted on the City's website, with proposals due by' Wednesday, September 25th, 2024. The City received six After thorough evaluation, staff recommends awarding the construction contract to Simcon Company, LLC, as they have submitted the lowest responsible bid. A bid tabulation sheet We request your approval to proceed with awarding the bid to Simcon Company, LLC to ensure  qualified proposals.  outlining all proposals is attached for your reference. the timely and successful completion of the library project.    JBMIW! Zuappyi I#uappy    RESOLUTION NUMBER 2025-023  RESOLUTION APPROVING DEVELOPMENT AND INCENTIVE AGREEMENT BETWEEN CITY OF MOUNT AIRY AND BARNHARDT MANUFACTURING CO.  (Projeet Vista)  WHEREAS, the City of Mount Airy desires to promote economic growth and development within the Corporate Limits and desires to accelerate the quality and quantity  ofe economic growth and employment opportunities; and  WHEREAS, on June 20, 2024, the City Board of Commissioners approved incentives WHEREAS, it is staff recommendation to approve a Development and Incentive Agreement between the City and Barnhardt Manufacturing Company for "Project Vista": NOW, THEREFORE BE IT RESOLVED BY THE CITY OF MOUNT AIRY  to"Project Vista", which included tax incentives and land donation; and  BOARDOFCOMMISSIONERS MEETING IN OPEN SESSION THAT:  Section 1. The Board of Commissioners does hereby approve the Development and  Incentive Agreement between the City of Mount Airy and Barnhardt  Manutacturing Company for "Project Vista".  Section 2. The Board of Commissioners does hereby authorize the Mayor to execute said  agreement per review and approval by the City Attorney.  Section 3. This resolution shall become effective upon approval. Approved and adopted this the 3rd day of October, 2024.  Jon Cawley, Mayor  ATTEST:  Melissa N. Brame, City Clerk    DEVELOPMENT AND INCENTIVE AGREEMENT  (Project Vista)  THISDEVELOPMENT AND INCENTIVE AGREEMENT (the Agreement"): made and entered into as ofthe day of October, 2024 (the Effective Date"), by and between BARNHARDT MANUFACTURING COMPANY, al North Carolina corporation, including an entity, member, principle or partner that controls, is controlled by or is under common control with Barnhardt Manufacturing Company authorized to do business in North Carolina (collectively referred tol herein as, the "Company") and the CITY OF MOUNT AIRY, a municipal corporation oft the State of  North Carolina (herein, the "City").  RECITALS  1.  The City seeks to promote economic growth and development within its  jurisdiction and the social and economic improvement ofits citizens, and desires to accelerate the quality and quantity ofeconomic growth and employment opportunities in its jurisdiction by encouraging business enterprises satisfying the aforementioned public purposes and thereby reduce physical, economic and social distress resulting from unemployment and nderemployment existing in its jurisdiction.  2. For several months, Surry County, a political subdivision oft the State of North Carolina (herein, the "County") and the City have been negotiating with the Company to induce the Company to locate a newi facility (the Facility") on the Project Site hereafter defined as approximately 37 acres ofindustrial zoned land currently owned by the City and located in the Westwood Industrial Park in Mount Airy, Surry County,  North Carolina (the "Site").  3.  Other communities have offered attractive inducements attempting to  induce the Company to locate its operations in those communities, and the Company has considered locating its operations in other communities ifit were unable to obtain the cooperation and assistance oft the City and County ini retaining its operations in the City. 4. The City has presented the Company with various incentives in order to induce the Company's commitment to locate its Facility on the approximately 37-acre parcel described on Exhibit A attached hereto and incorporated herein by reference (the 5. In partial consideration of the Annual Inducements (as defined below) to be paid and delivered hereunder, the Company will locate its operations on the Project Site and, in connection therewith, construct or cause to be constructed and upfit improvements comprising thel Facility and install on thel Project Site industrial machinery, equipment and other real and personal improvements subject to ad valorem taxation by the City with a non-depreciated initial capital investment cost offifty million dollars  "Project Site").  13694328v5    ($50,000,000.00) (the "Required Investment"): and place such real and personal  property in service on the Project Site.  6. The building, machinery, equipment and other improvements to be installed and constructed at the Project Site in connection with the construction and equipping oft the Facility will expand the tax base through increased ad valorem tax value created as a consequence ofthe Company's capital investment in such buildings, machinery and equipment being brought into the City and the construction ofnew  improvements at the Project Site.  7. Upon completion of construction oft the Facility, the Company will directly or indirectly create five (5) new permanent full-time jobs at the Project Site (the "Required Employment") at an average annual wage of sixty-five thousand dollars ($65,000.00) (the "Required Wage") and anticipates retaining sixty-five (65)existing jobs, which will provide significant employment opportunities to the residents ofthe  City.  8. In recognition oft the benefits derived by the City from its expanded tax base and the new employment opportunities provided by the Company, the City has agreed to provide the economic incentives and inducements to the Company described  herein.  9. The City and the Company desire to memorialize the agreements and  undertakings between them relating to the Facility.  AGREEMENT  NOW,THEREFORE, ITI IS AGREED:  1.  CITYSINDUCEMENTS AND] INCENTIVESTO1 THE COMPANY.  The City agrees that, to induce the Company to locate the Facility on thel Project Site and inc consideration oft the Company's performance ofi its undertakings herein, the City will  do or cause to be done the following:  a.  Conveyance ofl Project Site. The Company acknowledges that the City  currently owns the Project Site. As owner oft the Project Site, the City hereby authorizes the Company to go upon the Project Site toi inspect, test, analyze, study and evaluate the Project Site, otherwise investigate the feasibility and desirability of accepting title to the Project Site and complete any studies ofthe Project Site as may be desired (collectively and individually, Inspection"): for aj period off forty-five (45) days from the Effective Date (the Inspection Period"). Such Inspection may include, without limitation, the performance of environmental testing, including a Phase II Environmental Assessment, as well as soil testing and borings. The Company shall indemnify and hold the City harmless from any and all liability, claims, damages, penalties, costs and expenses of every nature, including reasonable attorneys' fees and costs ofl litigation, arising out of, resulting from or caused by the negligent acts or omissions or willful misconduct oft the Company, its agents, employees or contractors during or in connection with the  2  13694328v5    Inspection; provided, however, that such obligation to indemnify and hold the City harmless shall not apply to any conditions existing at the Project Site as oft the Effective Date hereofnor shall the same apply to any conditions caused by the City or its agents,  contractors or employees.  The City represents that as oft the Effective Date, the City has previously provided, or it shall hereafter provide, to the Company all pertinent information concerning the Project Site in the City's possession or reasonably available to the City, including but not limited to zoning information, engineering studies, geotechnical investigations, environmental investigations, water/storm water and sanitary sewer capacity letters relating to the Project Site, and any unrecorded, written agreements impacting the use ofthe Project Site (collectively, the "Evaluation Materials"). On or before the end of the Inspection Period, ift the Company determines in its commercially reasonable discretion that there is a defect, adverse condition or impediment to the Company's: ability to develop and use the Project Site in the manner and at the cost contemplated by the Company (including, but not limited to, such determination by the Company as to one or more ofitems (i) through (iv) in the immediately following paragraph), then the Company shall have the right, at any time on or before the expiration of the Inspection Period, to terminate this Agreement by sending written notice of such termination to the City. Provided, however, that the City shall have the right to negate the Company'st termination by curing such defect, adverse condition or impediment to the Company's reasonable satisfaction within twenty (20) business days ofr receipt ofthe Company'st termination notice (the "Cure Period"). Ifthe City is able to cure the defect, adverse condition or impediment to the Company's satisfaction within the Cure Period ori ifthe Company elécts in its discretion to waive any such objection, the Company's termination shall be void; ift the City does not cure the defect before the end oft the Cure Period and the Company does not waive its objection,  the Company'st termination of the Agreement shall be final.  The Project Site has an agreed value of twenty thousand dollars ($20,000.00) per acre. The City shall convey marketable, insurable fee simple title to thel Project Site by special warranty deed (the "City Deed") free and clear ofall liens, encumbrances, restrictions, survey discrepancies and other exceptions ofevery nature except: () customary utility easements and other matters of record as oft the Effective Date, including those matters which are set forth on Exhibit B attached hereto and incorporated herein by reference, other than those matters that the City has cured or has agreed to cure ina accordance with the immediately preceding paragraph (together, "Title Matters"). The City anticipates that to be constructed utility easements will be contained within the public road and City easement reservations are therefore not required. At the request of the Company, the City agrees to grant the Company a temporary construction easement Notwithstanding any other provision hereof to the contrary, in no event shall the Company be obligated to accept the conveyance oft the Project Site (1) ifbetween the Effective Date and the conveyance oft the Project Site to the Company, as applicable, (x) any exception to title appears of record which is not removed prior to the acquisition or  as may be needed for access to the Site.  3  13694328v5    conveyance, as applicable or (y) there is any change in the physical or environmental condition oft the Project Site which has a material adverse effect upon the Company's proposed development and use oft the Project Site in accordance herewith, except to the Ifthe City is unable to convey title to the Project Site as required by this Section I.a. within twenty (20) business days following the later to occur oft the end ofthe Inspection Period, subject to delays of up to forty-five (45) days as a result ofan) Event of Force Majeure (as defined in, and subject to the terms of, Section 7.m. hereof), either party may terminate this Agreement and neither party shall have any further obligation hereunder to the other; provided, however, the Company may waive any defect or condition oftitle and proceed with the closing oft the Project Site. Notwithstanding the foregoing, the City shall not have the right to terminate this Agreement in the event the City is unable to convey title to the Project Site ifthe City is unable to convey title to the Project Site due to an issue within the City's reasonable control to remedy. The City shall bei responsible for any transfer taxes imposed upon the conveyance, as well as its legal fees, the site survey and one-half(1/2) ofany escrow fees. The Company shall be responsible for the cost ofi its due diligence and the cost of obtaining a title policy and any title endorsements. All other costs shall otherwise be allocated between the parties in accordance with customary allocations between a buyer and seller for a commercial  extent that the Company elects to waive any ofs such conditions.  transaction in Surry County, North Carolina.  Ifthe Company accepts the Project Site, the City agrees to use reasonable best efforts to facilitate all permits, consents, waivers, designations, incentives, and/or approvals related to the construction and equipping of the Facility. Following the expiration of thel Inspection Period, Company shall have the option to terminate this Agreement at any time prior to the conveyance oft title to the Project Site from the City to the Company by providing written notice to the City and, ifs such termination is not () as ar result ofa al breach by the City ofi its obligations under this Agreement, (ii) a result ofthe failure ofa closing condition provided fori in this Agreement tol have occurred, (iii) as a result ofa change in the physical or environmental condition oft the Project Site which has a material adverse effect upon the Company's proposed development and use ofthe Project Site in accordance herewith, (iv) as a result ofthe City being unable to convey title to the Project Site to the Company in the condition required under this Agreement, then Company shall pay to the City a termination fee in the amount ofc one thousand dollars ($1,000.00), which termination fee shall represent the total and liquidated sum due from the Company as a result ofs sucht termination. In the event any such termination by the Company is as a result of any of the occurrences set forth in () through (v)oft the preceding sentence or ift the City terminates this Agreement pursuant to a right granted in this Agreement, then no such termination fee shall be due as a result of such termination. cash inducement not to exceed at total oft two million three hundred seventy five thousand forty dollars ($2,375,040): payable in annual installments (the "Annual Inducements") over aj period of up to eight (8): years based on the ad valorem taxes paid by the Company to the City for the improvements made and tangible personal property installed or purchased for use at the Project Site which are subject to City ad valorem taxes. The  b.  Annual Cash Grant. The City agrees to provide the Company an annual  4  13694328v5    value oft the Project Site, as calculated by the Surry County tax assessor on January 01, 2025, is the base value, and the Annual Inducements shall be paid based on the taxes actually paid as a result oft the increased tax value over base value. The grant shall be determined and paid in accordance with the terms set forth on Exhibit Cattached hereto and incorporated herein by reference. The Company shall deliver to the City the. Annual  Tax Certification, as described on and defined in ExhibitC.  C.  Utility Extensions. The City shall be responsible for the construction of  all off-Project Site water and sewer infrastructure necessary to serve the Project Site, at its expense. The City shall provide connections from water lines and the sewer line and connections to the Project Site at the City's sole expense. In addition, the City shall be responsible for funding, whether directly or indirectly through grants or other inducements, and constructing water and sewer lines on thel Project Site sufficient to serve the Project Site and the Company on or before. January 1,2 2026. Ifthe City is unable to construct water and sewer lines on thel Project Site sufficient to serve the Project Site by. January 1, 2026, the City agrees to pay liquidated damages equal to five hundred dollars ($500.00) per diem until such service is available. The parties acknowledge and agree that, once completed, the Company shall require primary water supply lines to the Project Site providing an average of6,000 gallons ofwater per day, and sewer lines to the Project Site providing an average of 6,000 gallons ofs sewer capacity per day, and more as needed (including at peak) (the "Water and Sewer Demand"). The City shall maintain, ati its expense, all City owned utility infrastructure directly on or necessary to serve the Further, the City acknowledges that an extension ofa natural gas line to the Project Site will be required to serve the Company. The City agrees to seek rural infrastructure authority or other funding from the North Carolina Department of Commerce or other state agency to defray any costs associated with such natural gas line  Project Site.  extension to the extent possible.  d. Road Construction and Maintenance. The City shall be responsible for the construction of all off-Project Site roads to connect to the Project Site at Boggs Drive in the Westwood Industrial Park on or before January 1,2 2026, at its expense. The City shall maintain, at its expense, all City roads directly on or necessary to maintain reasonable access to the Project Site. Ifthe City is unable to construct such off-Project Site roads to connect to the Project Site in Westwood Industrial Park on or before January 1, 2026, the City agrees to pay liquidated damages equal to five hundred dollars ($500.00) per diem survey oft the Project Site boundaries as agreed by the parties to be completed as expeditiously as possible. The City will use its commercially reasonable efforts to expedite the approval ofall subdivision plans and all major and minor site plan approvals. Asa condition to the Company's obligation to take title to the Project Site, the Project Site must be legally subdivided in accordance with the boundaries and plat  until such construction is complete.  e.  Subdivision Plan and Approval. The City, ati its expense, will cause a  approved by the Company.  5  13694328v5    2. the following: a. b.  COMPANY'SCOMMITMENTS. In consideration ofthe City's  incentives and inducements set forth in Section 1, the Company hereby undertakes to do  Acceptance ofSite. The Company agrees to accept the conveyance ofthe Construction of Facility. The Company agrees that on or before the end of  Project Site pursuant to the City Deed, subject to the terms oft this Agreement. five (5): years from the date ofc conveyance oft the Project Site to the Company, the Company will construct or cause to be constructed and placed in service on the Project Site improvements with a non-depreciated initial capital investment cost ofat least twenty million dollars $20,000,000.00) ("Facility Investment") and providea certification ofs such construction and expenditure (the "Construction Certification") substantially similar to the form attached hereto as, Exhibit D signed and verified by an officer of the Company no later than thirty (30) days following such five (5)-year period. The parties agree that all such costs invested att the Project Site during the five (5)-year period directly by the Company or caused to be invested by the Company at the Project Site which are subject to ad valorem taxation in the City shall be costs attributable to the Facility Investment. Ifthe Company shall fail to construct or cause to be constructed such improvements with a non-depreciated initial capital investment cost ofat least twenty million dollars ($20,000,000.00) within the five (5)-year period and provide the required Construction Certification then, pursuant to the provisions of Section 158-7.1 of the North Carolina General Statutes (the "Local Development Act"), the Company shall promptly re-convey the entire Project Site to the City or, in the alternative, at the election ofthe Company pay the City the sum ofs seven hundred forty thousand dollars ($740,000.00) in cash per acre for the entire Project Site, less verified costs incurred by the Company for land improvements, grading and other site preparation work. The Project Site shall be re-conveyed free and clear ofa all liens and encumbrances other than (i) the lien of current ad valorem taxes in the year oft re-conveyance, (ii) matters of record oro ofsurvey that affected the Project Site when the City conveyed the Project Site and (ii) any customary utility easements and agreements fori industrial properties (other than any liens and encumbrances) placed on the Project Site by the Company which would not have a material adverse effect on the use ofthe Project Site for manufacturing, distribution and related purposes. (Notwithstanding the foregoing intent ofthe parties, if the Company is in any event required by applicable law, judicial decision or otherwise to re-convey the Project Site to the City, the City shall at closing oft the re-conveyance ofthe Project Site to the City, grant to the Company an option to purchase the entire Project Site (or such portion thereof upon which the City and the Company in their discretion agree) and all improvements thereon following any such re-conveyance to the City for the sum oftwenty thousand dollars ($20,000.00) in cash per acre, less verified costs incurred by the Company for land improvements, grading and other site preparation work. Int the event such option to purchase the entire Project Site is exercised, the deed conveying title to the Company shall contain a restriction limiting the use of the Project Site for operation ofindustrial or corporate headquarters operation consistent with other uses in the Westwood Industrial Park. Re-conveyance oft the Project Site to the City or payment oft the aforesaid amount to the City (directly or after exercise ofthe aforesaid option to repurchase) shall constitute full and complete satisfaction by the Company ofits  6  13694328v5    obligations to the City under the Local Development Act and otherwise as a result ofthe Company's failure to construct or cause to be constructed the required improvements and provide the Construction Certification, and there shall be no other recourse by the City against the Company with respect to the conveyance ofthel Project Site to the Company. The City Deed shalli include the provisions ofthis Section 2.b., including without limitation the obligation ofre-conveyance set forth herein, which shall run with the title to the land and be binding upon all successors and assigns oft the Company as owners of the Project Site. Any conveyance of the Project Site shall be subject to the terms and provisions of Section 7.c. hereofu until the Company has performed its obligations under this Section 2. Upon receipt oft the Construction Certification, the City agrees to execute and record a satisfaction, substantially similar to the form attached hereto as Exhibit E acknowledging that the Facility Investment requirements under this Agreement and the City Deed have been satisfied by the Company and no longer burden the Project Site. the period beginning on the date hereofa and ending on December: 31,2029 (the Performance Period"), it will make or cause to be made the Required Investment by constructing and upfitting the improvements comprising thel Facility and installing on the Project Site industrial machinery, equipment and other real and personal improvements subject to ad valorem taxation by the City with a non-depreciated initial capital investment cost offifty million dollars $50,000,000.00 and place such real and personal ofthe Performance Period, it will attain, and maintain as oft the end ofthe Performance Period, the Required Employment at the Required Wage by commencing operations in the Facility on the Project Site and employing no fewer than five (5), new permanent full- time employees inj jobs that pay an annual average wage at or above the Required Wage. Such wage shall in any event be above the median average wage determined in accordance with the Local Development Act as ofthe date oft this Agreement. A "permanent full-time employee" shall mean ai full-time permanent employee working a minimum of 1600 hours per year and eligible for the full range ofe employment benefits offered by the Company who is a United States citizen, permanent United States resident ori immigrant visa holder authorized to work in the United States (it being understood that ap permanent full-time employee may be an employee of an affiliate oft the Company SO long as the requirements in such definition are met). The "annual average wage" shall be calculated by annualizing the wages and salaries ofeach permanent full-time employee employed the Company at the end of the Performance Period, summing those wages and salaries and dividing such total number of wages and salaries by the number of  C.  Required Investment. The Company agrees that on or before the end of  property in service. d.  Employment of Personnel. The Company agrees that on or before the end  employees reported. e.  Local Contractors. The Company shall make commercially reasonable  efforts as legally permitted to use as many local contractors, subcontractors and suppliers with offices/facilities in Surry County and the City ofMount Airy, North Carolina as reasonably practicable in connection with the construction oft the facilities and  improvements comprising the Facility.  7  13694328v5    f.  Compliance Certification. Within thirty (30) days following the end oft the  Performance Period, the Company shall provide to the City a written certification (the "Compliance Certification")s substantially similar to the form attached hereto as Exhibit Fast to () the Company's 's number of permanent full-time employees ("FTEs") at the Project Site as ofthe end oft the Performance Period, (ii) the annual average wage ofs such FTEs, and (i) the Company's total non-depreciated initial capital investment in real and personal property att the Project Site subject to City ad valorem taxation, including without limitation investments in industrial machinery, equipment and real property improvements. Such Compliance Certification shall be signed and verified by an officer  ofthe Company. 3. conditions: a.  CONDITIONS PRECEDENT TO CITY'S PERFORMANCE. The  City'so obligation to convey the Project Site or to commence or continue the payment of any incentives or inducements under this Agreement shall be subject to the following at any time following the Company's complete cessation ofa active manufacturing operations at the Project Site other than by reason of an Event of Force Majeure. b. The City shall not be required to pay or deliver any Annual Inducements at any time when the Company has not paid all ad valorem taxes due and owing to the City and any other applicable local governmental entity before they are delinquent. or perform any other obligation under this Agreement at any time following the occurrence ofa default by the Company under this Agreement or under any mortgage, deed oft trust, security agreement, financing lease or other such obligation covering the Project Site or any personal property of the Company located on the Project Site, or following the Company's dissolution or filing aj petition in bankruptcy or seeking the appointment ofai receiver or any other debtor relief, or the filing against the Company of a petition in bankruptcy or seeking the appointment ofa receiver or other creditor relief and such petition is not dismissed within sixty (60) days following the filing thereof, or currently intends to acquire the Project Site and construct and operate the Facility, provided that the conditions precedent noted above are satisfied, but business conditions may make it necessary for the Company, in the exercise ofits business judgment, to modify or abandon its plans and/or terminate its activities on or pertaining to the Project Site. The Company reserves the right to modify or abandon its plans and/or terminate its activities on the Project Site, if, in the exercise ofits discretion, the Company determines that changes ini its business or overall conditions in the U.S. or global economy do not support the Company's: full anticipated investment in the Facility on the Project Site. In addition to the Company's obligations to the City with respect to the conveyance ofthe Project Site set forth in Section 2.b. above, the Annual Inducements shall be adjusted as  The City shall not be required to pay or deliver any Annual Inducements  C.  The City shall not be required to pay or deliver any Annual Inducements  the appointment ofa receiver for the Company's property.  4.  NON-PERFORMANCE BY THE COMPANY. The Company  8  13694328v5    set forth in Section 3 above and on Exhibit C as a result ofthe Company's failure to fulfill its commitments hereunder on or before the end oft the Performance Period. 5. WARRANTIES. AND REPRESENTATIONS OF THE CITY. For the Company's reliance in entering into this Agreement, the City hereby covenants, warrants  and represents to the Company:  a.  That the Company's use oft the Project Site for its intended  mamuhactumnmngalstboution purposes, as disclosed to the City by the Company, isa commercial purpose within the purview oft the Local Development Act; and b. That there are no existing zoning or land use regulations which would preclude the improvement ofthe Project Site for the Facility contemplated by the  Company as described in this Agreement.  C.  There are no liabilities which encumber the Project Site and no  agreements or commitments relating to the Project Site that will survive conveyance to the Company or be binding upon Company, other than the Permitted Encumbrances. d. The City has received no notice of, and has no knowledge of, any pending or threatened action, litigation, condemnation or other proceeding ofany kind against or  affecting the Project Site.  6. WARRANTIES AND REPRESENTATIONS OF THE COMPANY. For the City's reliance in entering into this Agreement, the Company hereby covenants, warrants and represents to the City that it is duly organized and in existence and has the corporate power and authority to bind itselfto the requirements ofthis Agreement and to perform its obligations hereunder, that the execution and delivery oft this Agreement have been approved in accordance with its organizational documents and that iti is duly qualified to conduct business in the State ofNorth Carolina. The Company shall provide such evidence ofs such authority and approval as may be reasonably requested by the City.  7. a.  GENERAL PROVISIONS.  Notices. All notices hereunder shall bei in writing and shall be deemed to  be given and received when delivered inj person, on the next business day following the date when placed in the custody ofa a recognized national courier service and mailed for next business day delivery, postage prepaid, or on the date when delivered by facsimile transmission with electronic confirmation ofreceipt, addressed to the respective party to  receive notice at the following addresses:  Ifto the City:  City ofl Mount Airy 300 South Main Street Mount Airy, NC: 27030 Attn: City Manager  9  13694328v5    Campbell Law Group, PLLC Attorneys atl Law Mount Airy, North Carolina 27030 Attention: Hugh Campbell  With ai required copy to  (not constituting notice): Post Office Box 1846  Ifto the Company:  Barnhardt Manufacturing Company 1100 Hawthorne Lane Charlotte, NC28205 Attention: Justin Swain, CFO Moore & Van Allen PLLC Charlotte, NC: 28202 Attention: Elizabeth Buckner  With ai required copy to  (not constituting notice): 100N. Tryon Street, Suite 4700  Either party may change the address to which notice is to be given by giving  notice of change of address in the manner provided herein.  b. following Section 7.c. C.  Binding Effect. This Agreement shall be binding upon and inure to the  benefit oft the parties hereto, their successors, and assigns, subject to the provision oft the  Assignment. This Agreement shall be assignable by the Company only  to an entity that is controlled by, controls or under common control with the Company or, in the case ofas sale of thel Project Site and substantially all ofthe operating assets ofthe Facility and the business operated therein, this Agreement may be assigned to the purchaser of the Project Site, the Facility and such assets, provided, however, any successor or assign oft the Company shall expressly assume in writing the obligations of the Company hereunder, subject to all the limitations herein, including without limitation the obligations relating to the maintenance of an operating business at the Project Site. The City shall be given prior written notice ofany such assignment and assumption and shall expressly be made a beneficiary of such assumption on terms reasonably acceptable to the City. No such assignment shall relieve the Company ofits obligations hereunder. d. Time ofl Essence: Remedies. The City acknowledges that time is oft the essence in performing its obligations hereunder and that the Company will incur significant losses and damages as a result ofany delay inj performance ofthe obligations hereunder. The Company shall have such remedies as are available under applicable law for any failures or delays in performance of the City's obligations hereunder, including,  without limitation, the right to sue for specific performance.  10  13694328v5    e.  Governing Law: Jurisdiction: Venue. This Agreement. has been drafted  and shall be deemed a contract entered into, delivered and made in the State ofNorth Carolina, United States of America, and it shall be governed, construed, interpreted and enforced in accordance with the laws oft the State ofNorth Carolina, without giving effect to any choice or conflict oflaw provision or rule (whether of the State ofNorth Carolina or any otherj jurisdiction) that would cause the application ofl laws of any. jurisdiction other than those ofthe State ofNorth Carolina. Any suit, action or proceeding with respect to this Agreement (or any document or instrument entered into or delivered in connection herewith) or any. judgment entered by any court in respect thereof, shall be brought in the General Court ofJustice, State ofNorth Carolina, County of Surry, ori in the United States District Court, Middle District ofNorth Carolina, and the parties hereby submit to the jurisdiction of such courts for the purpose ofany such suit, action or proceeding; provided, however, that nothing contained in this Agreement shall prevent the City from bringing any action, enforcing any award orj judgment or exercising any rights against the Company individually, against any security or against any property of the Company within any other county, state or other foreign or domestic jurisdiction with properj jurisdiction over the parties. The parties hereby irrevocably consent to the service of process in any suit, action or proceeding in said courts by the mailing thereof by registered or certified mail, postage prepaid, to the parties' respective addresses. Each party hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue ofany suit, action or proceeding arising out ofthis Agreement (or any document or instrument entered into or delivered in connection herewith)ifbrought in the United States District Court, Eastern District ofNorth Carolina, or the General Court ofJ Justice, State ofNorth Carolina, County of Surry, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Ifany term or provision ofthis Agreement is declared invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder oft this Agreement (or the application ofs such term, provision or condition to persons or circumstances other than those in respect ofwhich it is invalid or unenforceable), shall not be affected thereby, and each and every other term, provision and condition oft this Agreement shall be enforceable to the fullest extent permitted by  law.  f.  Independent Agreement. This Agreement and the conditions hereofonly  relate to the provisions and grants from the City set forth herein and do not limit or affect  other commitments made by other entities.  g. by all parties hereto. h.  Entire Agreement. This writing contains the entire agreement between the  parties hereto as to the subject matter hereof and may be amended only by writing signed shall bear interest at the legal rate from the due date until paid. Ifany legal action or other proceeding shall bei instituted for the collection ofany sums or the performance of any other obligations hereunder, the prevailing party in any such action or proceeding shall be entitled to the recovery ofits reasonable attorneys' fees and costs of litigation.  Interest and Attorneys' Fees. Any payment not made hereunder when due  11  13694328v5    i.  Limitation on City Obligation. No provision oft this Agreement shall be  construed or interpreted as creating aj pledge oft the faith and credit oft the City within the meaning ofconstitutional debt limitations nor shall any provision be construed or interpreted as delegating governmental powers nor as a donation or a lending ofthe credit of the City within the meaning oft the North Carolina Constitution. This Agreement shall not directly, indirectly or contingently obligate the City to make any payments beyond those appropriated in the sole discretion oft the City for any fiscal year in which this Agreement shall bei in effect. Noj provision in this Agreement shall be construed to pledge or to create a lien on any class or source oft the City's moneys and revenues, nor shall any provision ofthis Agreement restrict to any extent prohibited by law any action or right ofaction on the part ofany City governing body. To the extent ofany conflict between this paragraph and any other provision oft this Agreement, this paragraph shall more counterparts each ofwhich shall be deemed an original, and all ofwhich, when taken together, constitute one and the same document. The signature ofany party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Delivery ofa an executed counterpart ofa signature page to this Agreement by facsimile transmission or electronic mail shall be effective as delivery ofar manually executed counterpart. Any party SO executing this Agreement by facsimile transmission shall or electronic mail promptly deliver a manually executed counterpart, provided that any failure to do sO shall not affect the validity oft the counterpart executed by facsimile  take priority. J  Counterparts. This Agreement may be executed simultaneously in two or  transmission or electronic mail.  k. No Waiver. Failure ofaj party to enforce any provision ofthis Agreement orany right arising hereunder or failure to exercise any election provided herein in any instance shall not constitute a waiver ofthe provisions, rights or elections in any other instance or affect the validity ofthis Agreement and such failure shall not preclude or prejudice such party from later enforcing or exercising the same or any other provision,  right or election to which it may be entitled.  I.  Survival. Subject to the terms hereof, the contractual commitments  provided for herein and made by the parties hereto shall be deemed to continue into the future, survive, and remain binding upon the parties hereto to the full extent permitted  under applicable law.  m. Force Majeure. Any delay in the pertormance ofany of the duties or obligations of the City or the Company hereunder shall not be considered a breach oft this Agreement and the time required for performance shall be extended for a period equal to the period ofs such delay, provided that such delay has been caused by or is the result of any acts of God; pandemics; epidemics; acts ofthe public enemy; insurrections; riots; embargoes; labor disputes, including strikes, lockouts,. job actions, or boycotts not specific to the City ort the Company; shortages ofmaterials or energy; fires; explosions, floods or, with respect to construction deadlines, sustained adverse weather conditions (any such event, an "Event of Force Majeure"). The party whose performance is delayed shall give prompt notice to the other party ofs such cause and shall take whatever  12  13694328v5    reasonable steps are necessary to relieve the effect ofs such cause as rapidly as possible. No: such event shall excuse the payment ofany sums due and payable hereunder on the  due date thereof. n. ofNorth Carolina. 0.  Business Day. For all purposes herein, "business day" shall mean  Monday through Friday of each week other than al holiday observed by banks in the State  Recitals Incorporated. The recitals hereto are incorporated in this  Agreement by reference and shall constitute an integral part hereof.  SIGNATURES ARE ON THE FOLLOWINGPAGES,  13  13694328v5    IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal  as of the day and year first written.  CITY:  CITY OF MOUNT AIRY  By: Name: Title:  Attest:  Title: City Clerk  This instrument has been preaudited in the manner required by the Local Government Budget and  Fiscal Control Act. By:  Financial Director, City ofMount Airy  Approved as to Form: City Attorney  STATE OF COUNTY OF_ Icertify that the capacity indicated: Date:  personally appeared before me this day, acknowledging to  me that he/she voluntarily signed the foregoing document for the purpose stated therein and in  2024.  Official Signature ofNotary: Notary's Printed or Typed Name: My Commission Expires: (Official Seal)  Notary Public  [THE SIGNATURE PAGES CONTINUE]  13694328v5    COMPANY: COMAPNY By: Name: Title:  BARNHARDT MANUFACTURING  (CORPORATE: a SEAL)  STATE OF COUNTY OF Icertify that the capacity indicated: the Date:  personally appeared before me this day, acknowledging to  me that he/she voluntarily signed the foregoing document for the purpose stated therein and in  of Barnhardt Manufacturing Company.  2024.  Official Signature ofNotary: Notary's Printed or Typed Name: My Commission Expires: (Official Seal)  Notary  Public  [THIS IS THE FINAL SIGNATURE PAGE]  13694328v5    EXHIBIT, A Project Site (See Attached.)  13694328v5    EXHIBITI B Title Matters  1. 2.  Boundary Line Agreement recorded  Such state oft facts as would be disclosed by an accurate survey and inspection of  the property.  13694328v5    EXHIBITC Annual Inducements  1.  Underlying investment assumptions:  Tax Year  Property (SUS) Real  Totals $1,500,000 $48,500,000  M&E $0  2026 $1,500,000 2027 $20,500,000 $28,000,000  Total $22,000,000 $28,000,000  $50,000,000  2. January 2034.  The Annual Inducement grant will be disbursed in annual payments for  eight (8) years in January of each year beginning in January 2027 and continuing through  The Annual Inducement grant will be based on the ad valorem taxes actually received by the City during the specified year for all oft the Company's property at the Project Site subject to ad valorem taxes which is constructed or caused to be constructed, located on and/or placed in service by the Company on thel Project Site less thet tax value ofthe Project Site on January 01, 2025 (the Investment Base") during the Performance Period. The Annual Inducement grant shall be equal to the following percentages oft the ad valorem taxes paid on the Investment Base during the designated tax year:  Tax Grant Grant Year Year % 2026 2027 80% 2027 2028 80% 2028 2029 80% 2029 2030 80% 2030 2031 80% 2031 2032 80%  Tax Grant Grant Year Year % 2032 2033 80% 2033 2034 80%  Note: only property taxes associated with the general City property tax rate will qualifyfor purposes oft the grant. Property taxes associated with applicable fire or  special district rates will not qualify.  13694328v5    3. The Company's documented cost basis will be used to determine the initial value of property subject to ad valorem taxes placed in service at the Project Site and comprising the Investment Base. The only expected cost basis is the cost ofthe land  to be conveyed to the Company by the City.  4.  The property comprising the Investment Base shall be identified and  tracked by the Company and the Annual Inducement grant will be paid only with respect toad valorem taxes paid with respect to the Investment Base. Without limiting the generality oft the foregoing and notwithstanding anything in this Agreement to the contrary, the Investment Base shall not include the Project Site. The Company shall provide accurate and complete documentation oft the Investment Base to the City with each payment of ad valorem taxes and identify the ad valorem taxes applicable to such Investment Base, all in a form reasonably acceptable to the City with sufficient detail to enable the City to confirm the accuracy thereof. Such documentation shall be provided on or before December 31 in each calendar year fort the taxes paid in such year and shall be certified, signed and verified by an officer ofthe Company (the AnnualTax  Certification").  5. Annual Inducement grant payments made in January of each grant year shall be based on taxes paid in the previous year. For example, the grant payment in January 2026, the first grant payment year, will be based on taxes paid in tax year 2025. 6. Ifby the end oft the Performance Period the Company does not achieve the Required Investment obligation and achieve and maintain achievement oft the Required Employment obligation and the Required Wage obligation, the Annual Inducement grants payable thereafter will be reduced proportionate to the largest percentage ofnon- performance for any oft the Required Investment, Required Employment and Required Wage obligations. For example, ifthe Company satisfies thel Required Employment and Required Wage obligations but invests only Forty Million Dollars ($40,000,000.00) as of the end ofthel Performance Period, as determined by the Compliance Certification, the Company shall have satisfied only 80% of the Required Investment obligation, and the Annual Inducement grants payable thereafter will be reduced by 20% (from 80% ofthe ad valorem taxes paid on the Investment Base during the designated tax year to 64%,  equal to 80% multiplied by 87.5%).  7.  Notwithstanding any other provision hereof to the contrary, ifthe  Company does not place or cause to be placed in service at the Project Site improvements comprising the Facility and industrial machinery, equipment and other real and personal improvements subject to ad valorem taxation by the City with a non-depreciated initial capital investment cost ofat least $40,000,000.00 by the end ofthel Performance Period, the Company shall forfeit the payment of the Annual Inducement grant for the last calendar year oft the Performance Period and all subsequent annual payments thereof.  The Annual Tax Certification form to be used can be found here:  13694328v5    Annual Tax Certification COMPANTLETTERHEAD  |Date/ City ofl Mount Airy 300 South Main Street Mount Airy, NC27030 Attn: City Manager  Re: Request for 20L Annual Inducement Payment Pursuant to the Development and between Barnhardt Manufacturing Company (the "Company") and the City of  Incentive Agreement (the Agreement") dated as of  2024 by and  Mount Airy (the "City")  Dear City Manager,  Please consider this letter to be the Annual Tax Certification and written request for a 20L JAnnual Inducement payment equal to eighty percent (80%) oft the ad valorem taxes paid on the Investment Base pursuant to the terms ofthe. Agreement. For the 2023 year, reference, enclosed please find: (i) a copy ofthe 20L ]bill details corresponding to the ad valorem taxes paid on the Investment Base made or caused to be made by the Company on the Project Site; and (ii) a calculation of the net incremental increase in ad valorem tax value for the 20L JTax Year. Capitalized terms used herein shall have the same meaning  the calculated City Annual Inducement payment is  ($  ). For your  as such defined terms in the Agreement. Please do not hesitate to contact me at  should you have any questions.  Very truly yours,  BARNHARDT MANUFACTURING COMPANY [TOBESIGNED BYANOFFICER OF COMPANYI  13694328v5    EXHIBITD Construction Certification  COMFANTIETTEAIEA)  [Date/ City ofMount Airy 300 South Main Street Mount Airy, NC27030 Attn: City Manager  Re: Construction Certification Pursuant to the Development and Incentive Agreement Manufacturing Company (the "Company") and the City of Mount Airy (the  (the Agreement") dated as of  2024 by and between Barnhardt  "City") Dear City Manager,  Please consider this letter to be the Company's Construction Certification pursuant to Section 2b. oft the Agreement. As of [time period not to exceed 5-years. from the date of conveyance), the Company constructed or caused to be constructed the Facility on the Facility Investment. Capitalized terms used herein shall have the same meaning as such  Project Site improvements in the amount of $ defined terms in the Agreement. Please do not hesitate to contact me at  which is  % oft the  should you have any questions.  Very trulyyours,  BARNHARDT MANUFACTURING COMPANY [TO BESIGNED. BYANG OFFICER OF COMPANY  13694328v5    EXHIBITI E  Form of Acknowledgement ofCompliance with and Satisfaction ofCertain Requirements  ofa Development and Incentive Agreement and Deed Conditions  (See Attached.)  13694328v5    Prepared by and after recording return to:  STATE OF NORTH CAROLINA COUNTY OF SURRY  This instrument should be indexed as a "subsequent instrument," pursuant to N.C.G.S. $ 161-14.1, and is intended to modify the following previously registered instrument: Warranty Deed, Book L .Page I-1 in the Office of the Register of Deeds of Surry ACKNOWLEDGMENT OF COMPLIANCE WITH AND SATISFACTION OF CERTAIN REQUIREMENTS OF Al DEVELOPMENT AND INCENTIVE AGREEMENT AND DEED CONDITIONS  County, North Carolina.  THE CITY OF MOUNT AIRY (the "City") and BARNHARDT MANUFACTURING COMPANY (the "Company") hereby record this Acknowledgement of Compliance with and Satisfaction of Certain Requirements of a Development and Incentive Agreement and Deed Conditions (this Acknowledgment") to acknowledge and evidence the satisfaction oft the requirements of Section 2.b. of the Company (the Agreement") and the City Deed Conditions (as defined below) included  2024 Development and Incentive Agreement between the City and the  int that deed from the City to the Company dated ,Pages [ - 1, Surry County Registry (the "City Deed").  and recorded in Book  Specifically, the City and the Company acknowledge the requirements of Section 2.b. of the Agreement are met and satisfied. In addition, the parties acknowledge the conditions in the City Deed regarding the Facility Investment, construction ofthel Facility and any consequence for the Company or recourse by the City for the failure to construct thel Facility, which conditions begin on Page[ [ Jand conclude on Page [Jofthe City Deed and satisfied, and that the entirety oft the property conveyed to the Company pursuant to  (i.e., the  paragraph oft the City Deed) (the "City Deed Conditions"), are met  13694328v5    the City Deed is hereby released from (and is no longer burdened by) such conditions, restrictions and consequences. The City hereby acknowledges the complete and full satisfaction by the Company of its obligations to the City under Section 2.b. of the Agreement, the Local Development Act, and the City Deed Conditions, and there shall be no other recourse by the City against the Company with respect to the conveyance ofthe  Project Site to the Company.  Capitalized terms used in this Acknowledgment and not defined herein shall have the meanings set forth in the Agreement. The parties acknowledge and agree that all terms and conditions of the Agreement and the City Deed not specifically identified in this  Acknowledgement as being satisfied remain in full force and effect.  [SIGNATURE PAGES FOLLOW THIS PAGE.]  13694328v5    INV WITNESS WHEREOF, the parties hereto evidence their acceptance and agreement with this Acknowledgement of Compliance with and Satisfaction of Certain Requirements of a Development and Incentive Agreement and Deed Conditions by execution oft this this Acknowledgement of Compliance with Certain Requirements ofa Development and Incentive Agreement and Deed Conditions under seal as of_  20XX.  CITY:  CITY OF MOUNT. AIRY  By: Name: Title:  Attest:  Title: City Clerk CORPORATE SEAL  STATE OF NORTH CAROLINA COUNTY OF SURRY Icertify that Airy. Date:  personally appeared before me this day, acknowledging  to me that he/she voluntarily signed the foregoing document for the purpose stated  therein and in the capacity indicated: the  ofthe City ofMount  20XX.  Official Signature ofNotary: Notary's Printed or Typed Name: Notary Public My Commission Expires: (Official Seal)  13694328v5    COMPANY: COMPANY By: Name: Title:  BARNHARDT MANUFACTURING  (CORPORATE SEAL)  STATE OF COUNTY OF Icertify that  personally appeared before me this day,  acknowledging to me that he/she voluntarily signed the foregoing document fort the  purpose stated therein and in the capacity indicated: the Barnhardt Manufacturing Company.  of  Date:  20XX.  Official Signature ofl Notary: Notary's Printed or Typed Name: Notary Public My Commission Expires: (Official Seal)  [THIS IS THE FINAL SIGNATURE PAGE]  13694328v5    EXHIBITE Compliance Certification COMPANYLETTERHEAD!  [Date/ City ofMount Airy 300 South Main Street Mount Airy, NC 27030 Attn: City Manager  Re: Compliance Certification Pursuant to the Development and Incentive Agreement Manufacturing Company (the "Company") and the City ofMount Airy (the  (the "Agreement") dated as of  2024 by and between Barnhardt  "City") Dear City Manager,  Please consider this letter to be the Company's Compliance Certification pursuant to Section 2f. oft the Agreement. As of [time period when requirements met not to exceed  December. 31, 2029/, the Company has: (i) retained or hired Project Site, which is which is  number of permanent full-time employees at the % of the Required Employment;  (ii) paid such employees receiving an average annual wage of$  % ofthe Required Wage; and  (iti) constructed or cause to be constructed and upfit improvements comprising the Facility and installed on the Project Site industrial machinery, equipment and other real and personal improvements invested or caused to  be invested in the amount of$ Required Investment.  which is  % ofthe  Capitalized terms used herein shall have the same meaning as such defined terms in the  Agreement.  Please do not hesitate to contact me at  should you have any questions.  Very truly yours,  BARNHARDT MANUFACTURING COMPANY [TOBESIGNED! BFANOFFICER OF COMPANYI  13694328v5