HomeMy WebLinkAboutFY25 ENGINEERING 25-0447 ECON DEV PARTN OF NC, INC1
ECONOMIC DEVELOPMENT PARTNERSHIP
OF NORTH CAROLINA, INC.
SELECTSITE READINESS PROGRAM DUE DILIGENCE GRANT AGREEMENT
THIS GRANT AGREEMENT (this “Agreement”) is entered into between Economic Development
Partnership of North Carolina, Inc. (“EDPNC”) and New Hanover County, a North Carolina Local Government
Unit (“Grantee”) (EDPNC and Grantee are hereinafter collectively referred to as the “Parties”) pursuant to and in
accordance with N.C.S.L. § 2023-134 § 11.12 (the “SRP Legislation”) for a grant under the “Selectsite Readiness
Program” (the “SRP”), effective the last date signed below.
WHEREAS the SRP was created by the General Assembly to support the development of certain tracts
of land of less than 1000 acres referred to as “selectsites” to ensure the State’s ongoing competitiveness for major
manufacturing opportunities that will serve the public interest by bringing investment and jobs to the State;
WHEREAS through a site selection process commissioned by EDPNC pursuant to the SRP Legislation,
fifteen (15) qualifying sites were identified as eligible selectsites for grants under the SRP (the “Selectsites”);
WHEREAS, the SRP Legislation authorizes EDPNC to award grants in accordance with the Selectsite
Readiness Program Guidelines (the “Guidelines”) approved by the EDPNC in accordance with N.C.S.L. 2022-74
11.12.(i);
WHEREAS, the SRP Legislation appropriates $10,000,000 for due diligence activities, as defined
therein, in connection with the identified Selectsites;
WHEREAS, pursuant to the Guidelines the Grantee submitted an application and supporting materials
together, the “Application”) to EDPNC to support due diligence activities in connection with the below-
identified Selectsite, as described in the Application; and
WHEREAS, the grant hereinbelow described (“the Grant”) is awarded based on and subject to the
following documents, all of which are incorporated herein: (1) the SRP Legislation, (2) the Guidelines and other
applicable grant requirements; (3) the Application and any subsequent materials supporting the Application as
required by EDPNC and approved in writing; and (4) the terms, conditions and representations in this Agreement,
including its Exhibits.
THEREFORE, in consideration of the mutual promises and conditions below, the Parties agree as follows:
1.Grant Funds and Grant Activities. EDPNC hereby authorizes and approves a grant in the amount
named below (“Grant Funds”) to fund the following approved Selectsite readiness activities (“Grant Activities”)
at the Selectsite identified hereinbelow:
a.Grant Amount for Due Diligence Activities:
Total Grant Amount: $130,994.75
b.Selectsite. The Selectsite identified as: Holly Shelter Business Park and outlined on Exhibit A
attached hereto (the “Selectsite”).
New Hanover County Contract # 25-0447
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c.Project: The Project shall comprise the approved Grant Activities as set forth in Exhibit B
attached hereto.
d.Award Date and Term of Grant. The Award Date is April 14, 2025, and the term of the grant is
twenty-four (24) months, commencing on the Award Date (the “Grant Term”). EDPNC may extend the Grant
Term in writing. A ll Grant Activities-related expenses must be incurred no earlier than July 1, 2024 and no later
than the end of the Grant Term.
2.Confirmation of Eligibility/Permissible use of Funds.
a.Grantee confirms that it is a local government unit and either the simple owner of the Selectsite or
the owner of a binding option to purchase the Selectsite having a term of at least two (2) years beyond the date of
the Grant.
b.Grantee agrees that it will use Grant Funds only for Grant Activities as outlined in Exhibit B
hereto and for purposes of determining the suitability of the site for use consistent with the SRP.
c.No Grant Funds shall be used for private inurement or impermissible private benefit. If Grant
Funds are used to pay for sales tax for which the Grantee receives a refund, Grantee will use the refund for
expenses that are consistent with the purpose of the Grant and permissible under this Agreement.
d.Grant Funds may not be used for costs of grant administration without prior written approval of
EDPNC and may not be used for the salary or wages of any employee of the Grantee.
e.Unless otherwise agreed by EDPNC in writing, no portion of Grantee’s rights or obligations
under this Agreement may be transferred or assigned, including by operation of merger, to any other entity.
EDPNC may, as a condition of consent, require that the assignee entity assume in writing the obligations of the
Grantee under this Agreement and represent and warrant to EDPNC that it is, and covenant that it will remain, in
compliance with the terms of this Agreement.
3.Conditions for Release of Grant Funds. Grantee may receive a disbursement of Grant Funds only after:
a. Grantee has returned a fully executed copy of this Agreement no later than forty-five (45) days
after the Award Date, unless EDPNC agrees in writing to extend the deadline for submission;
b.EDPNC has approved the activities and outcomes that will be used to monitor and assess
Grantee’s implementation of the Project. Unless otherwise directed by EDPNC, Grantee must submit proposed
outcomes and activities for approval within forty-five (45) days of the Award Date (in form to be specified by
EDPNC);
c.The Selectsite is zoned or may be rezoned as suitable for a qualifying major manufacturing
development;
d.Grantee has submitted, or promptly upon the site becoming eligible agrees to submit, an Intent to
Certify Form to the N.C. Department of Commerce Certified Sites Program;
e. Grantee has submitted sufficient evidence that other special conditions specified by EDPNC and
set forth here are satisfied:
N/a. No other special conditions required.
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f.Grantee has satisfied all other requirements of law that are conditions precedent to proceeding
with the Project, including without limitation public notice and hearing (if required by law).
Provided, the Grant may be cancelled and withdrawn if, in EDPNC’s sole judgment, Grantee will not satisfy the
foregoing conditions within twenty-four (24) months after the Award Date.
4.Compliance with laws/liens. Grantee warrants that:
a.It is in material compliance with all federal, state, county, and local laws, regulations, and orders
that are applicable to Grantee with respect to the Grant and the Project, including the timely filing of all
statements and reports required by the laws, regulations, and orders to which the Grantee is subject.
b.There is no pending or threatened litigation, claim, action, suit, proceeding, or governmental
investigation pending against the Grantee, or against any person affiliated with Grantee that could reasonably be
expected to have a material adverse effect upon the Grantee’s ability to carry out its obligations related to the
Project.
c.The Grantee has timely paid all judgments, claims, and federal, state, and local taxes payable by
the Grantee, the non-payment of which might result in a lien on any of the Grantee’s assets or might otherwise
adversely affect the Grantee’s ability to carry out its obligations related to the Project.
5.Ethics and Conflict of Interest. In connection with the Project and all Grant Activities, no employee,
officer, director, volunteer, or agent of the Grantee shall engage in any activity that involves a conflict of interest
or that would appear to a reasonable person to involve a conflict of interest. In addition, Grantee warrants and
represents that it has duly adopted a Conflict of Interest Policy, which is in full force and effect and applies to all
officials and employees of the Grantee that have or will have authority or responsibility over the Project and the
disbursement of Grant Funds. Grantee promises and affirms that it will diligently enforce the Policy in
connection with the Project. Grantee further agrees that it will attach a copy of the Policy to all contracts with
service providers in connection with conducting grant activities and require all such contractors to avoid engaging
in any transaction that would cause the Policy to be violated. Should Grantee adopt any amendment to the Policy
during the Grant Term it shall immediately notify EDPNC and enter into any amendment to this agreement
necessary to ensure the obligations of the Policy remain fully in effect.
This section does not alter the requirement that Grantee may not use the funds from this grant in any way
that would result in or give rise to unlawful private inurement or impermissible private benefit, nor does it alter
the requirement that the Grantee use funds only for those purposes permitted under the SRP for completion of the
Project.
6.Procurement. All goods and services acquired using Grant Funds must be reasonably necessary to
implement the Project and not exceed in cost the reasonable and customary costs for such goods and services in
the region.
7. Project and budget modification. Grantee shall immediately notify EDPNC in writing of any change,
event, occurrence, or fact that may materially affect Grantee’s ability or intention to perform the Grant Activities,
or to cause the Grant Activities to be performed, whether before, during, or after the term of the Grant. If the
Grantee proposes to materially modify the Project Budget, the objectives, or any other feature of the Project, the
Grantee shall not encumber or expend any funds from the Grant for such purposes unless and until EDPNC has
approved such proposed modifications in writing. Nothing in this section shall be deemed to alter the requirement
that all reimbursed costs must be eligible and approved for reimbursement under this Agreement. Pending
required approval of proposed budgetary changes, no further payments shall be made to Grantee in connection
with the proposed modifications of the Project. Grantee shall have no right to any additional Grant Funds above
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the amount of the Grant hereunder, without regard to the basis for a request for additional funds, whether due to
changes in the Project, mistake or inadvertence, cost inflation, or other meritorious or non-meritorious need or
reason, and any increase in the Grant Funds shall be solely in the discretion of the EDPNC and subject to the
availability of funds appropriated for such purpose.
8.Termination of Grant and Return of Grant funds. Grantee accepts full responsibility for the
disposition of Grant Funds awarded to Grantee by EDPNC under this Grant and for compliance with the terms
and conditions of the Grant and this Agreement. If Grantee breaches its obligations or fails to satisfy any
condition under this Agreement for release of Grant Funds no further funds will be released unless and until such
noncompliance is resolved to the reasonable satisfaction of EDPNC. Further, the Grant shall be terminated, and
Grantee shall be obligated to return Grant Funds, in whole or in part, as follows: Upon the occurrence of a
material breach of the Agreement that is not promptly cured, EDPNC may terminate the Grant and require return
of all or part of the Grant Funds in such appropriate amount as determined by EDPNC in its sole discretion. A
material breach will occur upon, among other things:
a)Grantee’s failure to maintain the Selectsite’s availability and readiness for use for purposes of the
SRP, failure to make reasonable efforts to so use the Selectsite, or permitting use of the Selectsite for purposes
other than the SRP, at any time within two (2) years of the date of the Grant; provided, Grantee may seek a waiver
from EDPNC upon submission of proof satisfactory to EDPNC that the results of the due diligence study
demonstrated the unsuitability of the Selectsite for major manufacturing development;
b)Grantee’s use, or permitting the use, of Grant Funds for purposes other than Grant Activities;
c)Material breach of any other representations or warranties made by Grantee;
d)engaging in a conflict of interest transaction in violation of section 5 above;
e)material noncompliance with the procurement requirements as set forth in section 6 above;
f)Material nonpayment of suppliers or contractors resulting in a lien or liens on all or part of the
Selectsite property that is not released by agreement or bonded within forty-five (45) days;
g)Failure to make diligent effort to recover Grant funds from any party to whom grant funds have been
paid and who is obligated to return such funds.
9.Release of Funds/Method of Payment. EDPNC shall disburse the Grant Funds to Grantee upon
presentation of written requests therefor based on qualifying expenditures for Grant Activities. Provided such
requests are made within the Grant Term, and to the extent otherwise in compliance with this Agreement, EDPNC
shall make payments to Grantee upon presentation of such other documentation as EDPNC reasonably requires.
Payment shall be made within thirty (30) days of Grantee’s complete submission of required documentation.
11.Reporting. Grantee agrees to submit a progress report to EDPNC on a form provided by EDPNC at
least once each year on or before February 28 during the term of the Grant and within sixty (60) days following
the end of the Grant Term. EDPNC may require more frequent reports in its sole discretion. Grantee agrees to
submit periodic reports to EDPNC in connection with performance of the EDA, as determined by EDPNC upon
approval of such agreement.
12.Unspent or Recovered Funds. Grantee shall promptly repay to EDPNC all Grant Funds unspent or not
committed during the Grant Term, as extended if applicable.
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13. Records. Grantee agrees to maintain full, accurate, and verifiable financial records, supporting
documents, and all other pertinent data for the Project in such a manner so as to identify and clearly document the
activities and outcomes of the Project and the expenditure of the Grant Funds. Grantee acknowledges that records
and documents shall constitute “public records” within the meaning of the North Carolina Public Records Law,
N.C. Gen. Stat §§ 132-1 et seq, and agrees to comply with the requirements of such law in the event a request
pursuant that law is received. Grantee further grants the North Carolina Department of Commerce, the North
Carolina State Auditor, the North Carolina Office of State Budget and Management, the Joint Legislative
Commission on Governmental Affairs, and any of their authorized representatives, at all reasonable times and as
often as necessary, throughout the Grant Term and for a period of five (5) years thereafter, access to and the right
to inspect, copy, monitor, and examine all of the books, papers, records and other documents relating to this Grant
Agreement, the Project, and the agreement with the Company. In addition, the Grantee agrees to comply at any
time, including for a period of five (5) years following the end of the Grant Term, with any requests by EDPNC or
the State (including, without limitation, the Department of Commerce) for other financial and organizational
materials to permit the State to comply with its fiscal monitoring responsibilities or to evaluate the short- and
long-range impact of its programs. If any audit, litigation, or other action arising out of or related in any way to
this Agreement is commenced before the end of the five (5) year period, the records shall be retained for the later
of (i) one (1) year after all issues arising out of the action are finally resolved or (ii) until the end of the five (5)
year period
14. Independent entity. Grantee acknowledges and agrees that this Agreement and the Grant by EDPNC
shall not be construed as creating a joint venture, partnership, trust, or any other business relationship between
EDPNC and Grantee or between EDPNC and any entity that is an ultimate beneficiary of the Project. Grantee is
an entity independent from EDPNC and the State of North Carolina (the “State”), is not an agent of EDPNC or
the State, and is not authorized to bind EDPNC or the State to any agreement of payment for goods or services.
Likewise, the Company is an entity independent from EDPNC and Grantee and is not an agent, partner, or joint
venturer of EDPNC or Grantee in respect of the Project. Grantee is solely responsible for ensuring that Grant
Funds are disbursed and applied only in full compliance with this Agreement. Grantee further acknowledges that
Grantee is the sole recipient of the Grant and that the Company is not a grant recipient or subrecipient.
15. Disclaimer of warranties and representations. By making the Grant, EDPNC is not acting as a
fiduciary or making any representation, warranty, or promise to Grantee or any other party with respect to the
viability of the Project, the adequacy of Grant Funds for the Project, the suitability of the Selectsite for any
general or particular plans for use of the site, or with respect to any actions it could or might take with respect to
the promotion of economic development in the State. Grantee acknowledges that it has not relied on any
representations by EDPNC or by any agency or agent of the State in connection with the Application, this
Agreement, or the Project with respect to this Grant, other than as set forth in this Agreement.
16. Release and Indemnity of EDPNC and State/Limitation of liability. Grantee hereby agrees to release,
indemnify, hold harmless, and covenant not to sue EDPNC, the State, and their respective members, officers,
directors, employees, agents, and attorneys (together, the "Indemnified Parties"), from and for any claims of third
parties arising out of any act or omission of Grantee or of any third party (including, without limitation, the
Company) in connection with the performance of this Grant Agreement, the Project, the EDA, and for any and all
losses arising from or related in any way to the Project. Without limiting the generality of the foregoing, Grantee
hereby agrees that the Indemnified Parties are not liable for, and agrees to indemnify, hold harmless, and
covenants not to sue the Indemnified Parties against, any and all liabilities, losses, costs or expenses, including,
without limitation, reasonable attorneys’ fees, fines, penalties, and civil judgments, or for damage to property or
for any injury to or death of any person, occurring in connection with the Project. Grantee agrees that EDPNC’s
sole liability shall be its obligation to release funds if required by the terms of this Agreement, without accrued
pre- or post-judgment interest, regardless of the reason for any delay in payment or nonpayment of Grant Funds.
In no event, shall EDPNC or the State or any agency of the State be liable for consequential, incidental, punitive,
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or exemplary damages of any kind. Grantee acknowledges and agrees that each Indemnified Party is an express,
third-party beneficiary of Grantee’s obligations under this Section.
17. Waiver of Defenses. Grantee shall not assert, and hereby knowingly waives, any defense or objection to
an action by EDPNC to enforce this Agreement of statute of limitation, statute of repose, estoppel, laches, waiver,
or governmental immunity.
18. No Third-Party Beneficiaries. Except as herein specifically provided otherwise, this Agreement shall
inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. It is
expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all
rights of action relating to such enforcement, shall be strictly reserved to the Parties and their respective
successors and assigns. Nothing contained in this Agreement shall give or allow any claim or right of action
whatsoever by any other third person, including the Company. It is the express intention of the Grantee and
EDPNC, and their respective successors and assigns, that any such person or entity, other than the Grantee and
EDPNC, receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only.
19. Limitation on Funds. The obligations of EDPNC to pay any amounts under this Grant Agreement are
contingent upon the availability and continuation of funds for such purpose. If funds for the Grant become
unavailable, Grantee agrees that EDPNC has the right immediately to terminate this Grant Agreement. Upon
such termination, EDPNC shall have no responsibility to make additional Grant payments. Further, upon such
termination, Grantee shall not expend any Grant Funds without EDPNC’s express written authorization and shall
return all unspent Grant Funds to EDPNC upon demand.
20. Compliance with Laws. Grantee shall at all times observe and comply with all laws, regulations, codes,
rules, ordinances, and other requirements of the state, federal, and local governments which may in any manner
affect the performance of its obligations under this Agreement. This includes compliance with environmental
laws and regulations pertaining to the Project. Grantee shall ensure that all required environmental permits
necessary for the Project are obtained prior to requesting funds. Those permits shall be maintained for the
duration of the Grant Term. Failure to obtain and maintain any required environmental permits may result in
repayment of funds in EDPNC’sdiscretion.
21. Non-discrimination. Grantee shall not discriminate by reason of age, race, ethnicity, religion, color, sex,
parental status, national origin, genetic information, political affiliation, protected veteran status, or disability, or
any other legally protected status, in connection with the activities of the Project.
22. Authority to Execute/Necessary Approvals Obtained. The individual(s) signing below certifies that
they have the authority to execute this Agreement on behalf of Grantee and that Grantee has received any third-
party approval that may be required prior to entering this Agreement. By executing this Agreement, the Grantee,
to induce EDPNC to make this Grant, makes each of the representations set forth hereinabove and certifies that
each of such representations is true, accurate, and complete as of the date hereof.
23. Governing Law/Jurisdiction and Venue. This Grant Agreement shall be governed by the laws of the
State of North Carolina. Grantee agrees that the state and federal courts in Wake County, North Carolina, shall be
the exclusive venue for any and all litigation arising from or related to this Agreement, or to the Grant or Project,
whether arising in contract, tort, or otherwise, or under statute, regulation, or common law. Grantee further agrees
to waive any defense or objection of improper venue or forum non conveniens in such courts. The prevailing
party in any such litigation shall be entitled to an award of its attorneys’ fees.
24. Severability/Survival. Each provision of this Grant Agreement is intended to be severable and, if any
provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect or impair any other provision of this Agreement, but this Agreement
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shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.
Termination or expiration of the Grant or of this Agreement will not relieve either party of any right or obligation
accruing prior to such expiration or termination. Further, any provision that by its nature or intent must survive
termination or expiration of the Grant or of this Agreement to be fully effective, shall survive and be fully
enforceable notwithstanding such termination or expiration.
25. Nonwaiver. EDPNC’s intentional or unintentional failure to enforce any provision of this Agreement
shall not be deemed a waiver of its right to enforce such terms. Nor shall such failure to act provide a basis for a
defense to enforcement of any terms of the Agreement or to a claim of breach of any terms of the Agreement.
26. Amendment. To the extent this Agreement is inconsistent with the SRP Legislation, including any
amendments that come into effect after the execution of this Agreement, this Agreement shall be deemed
automatically amended to the extent necessary to come into compliance with such laws. In addition, Grantee
shall consent to reasonable amendments of this Agreement to the extent deemed necessary and appropriate by
EDPNC to fully effectuate the intent of this Agreement and the purposes of the Selectsite Readiness Program.
Any amendment or variation in the terms of this Agreement must be made in written form and executed by duly
authorized representatives of the Parties to be effective.
27. Force Majeure. In the event that Grantee fails to achieve any of the conditions set forth herein as a result
of force majeure, then EDPNC in its sole discretion, reasonably exercised, may extend the time period for
achieving such conditions for the duration of the force majeure event, and such additional time as it determines to
be reasonable. If EDPNC does not extend the time permitted for performance, and a default occurs such that the
Agreement is terminated, then the Grantee shall have no liability with respect to or arising from such default and
shall have no further performance obligations under this Agreement, provided that liability for any action that
occurs prior to such termination shall survive termination. Force majeure shall include events that are beyond the
control of the Grantee, including but not limited to: (a) flood; (b) earthquake or other natural disaster; (c) fire or
other casualty; (d) riot or other civil unrest; (e) court order issued by a court of competent jurisdiction; (f) Act of
God, including epidemic, pandemic or other widespread health emergency;(g) act of terrorism; (h) war; (i)
destruction of all or substantially all of the Facility; (j) exposure to toxic substances; and (k) a State of Emergency
as declared by the Governor of the State of North Carolina.
28. Notices. All notices required or permitted to be delivered hereunder and all communications in respect
hereof shall be in writing and shall be deemed given when hand delivered or upon confirmed delivery by certified
mail, by Federal Express or UPS, or by e-mail, addressed as follows (or as updated in writing at any time by
either party):
If to EDPNC:
Economic Development Partnership of North Carolina, Inc.
Attn:
150 Fayetteville St., Suite 1200
Raleigh, North Carolina 27601
Garrett.wyckoff@edpnc.com
Melissa.smith@edpnc.com
Michael.ebert@edpnc.com
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If to Grantee:
With copy to:
IN WITNESS WHEREOF, EDPNC and the Grantee have executed this Agreement in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Counterparts may be delivered via electronic mail (including any electronic signature complying
with the Uniform Electronic Transactions Act, e.g., www.DocuSign.com) or other transmission method, and any
counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all
purposes. The Parties agree that this document is executed under seal for purposes of any statute of limitations.
ECONOMIC DEVELOPMENT PARTNERSHIP OF NORTH CAROLINA, INC.
By:
Its: Senior Vice President, Business Recruitment & Development
Date: April 14, 2025
GRANTEE]
By
Its
Date:
New Hanover County digital signature page attached hereto and
incorporated herein by reference.
Attachment A
See Next Page
Attachment B
Approved Grant Activities
New Hanover County – Holly Shelter Business Park: $130,994.75
a.Geotechnical Report - $24,750
b.Buildable Area Map - $26,000
c.Other Due Diligence (Traffic Impact Analysis) - $80,244.75