s3.amazonaws.com...Florence County Council Agenda August 20, 2020 i AGENDA. FLORENCE COUNTY COUNCIL...

Florence County Council Agenda

August 20, 2020

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AGENDA

FLORENCE COUNTY COUNCIL

REGULAR MEETING

COUNTY COMPLEX

180 N. IRBY STREET

COUNTY COMPLEX

COUNCIL CHAMBERS, ROOM 803

FLORENCE, SOUTH CAROLINA

THURSDAY, AUGUST 20, 2020

9:00 A. M.

Please note that in response to the threat of the spread of COVID-19,

Council Chambers will be restricted access to Council and required

staff only. The public and press/media may view the Council meeting

via live stream at www.florenceco.org.

I. CALL TO ORDER: WILLARD DORRIETY, JR., CHAIRMAN

II. INVOCATION: MITCHELL KIRBY, SECRETARY/CHAPLAIN

III. PLEDGE OF ALLEGIANCE TO THE AMERICAN FLAG:H. STEVEN DEBERRY, IV, VICE CHAIRMAN

IV. WELCOME: WILLARD DORRIETY, JR., CHAIRMAN

V. MINUTES:

MINUTES OF THE JULY 16, 2020 REGULAR MEETING Council Is Requested To Approve The Minutes Of The July 16, 2020 Regular

Meeting Of County Council.

H. Steven DeBerry, IV

District 6

Waymon Mumford

District 7

Vacant

District 8

Willard Dorriety, Jr.

District 9

Jason M. Springs

District 1

Roger M. Poston

District 2

Alphonso Bradley

District 3

Mitchell Kirby

District 4

Kent C. Caudle

District 5

http://www.florenceco.org/


August 20, 2020

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VI. PUBLIC HEARINGS:

A. ORDINANCE NO. 28-2019/20

An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-

Tax Agreement By And Between Effingham Pellets, LLC A Company

Identified As “Project Embark” (The “Company”) And Florence County,

South Carolina (The “County”) To Provide For The Payment Of Certain Fees

In Lieu Of Taxes, The Issuance Of Certain Special Source Revenue Credits,

And Other Matters Related Thereto.

B. ORDINANCE NO. 29-2019/20

An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-

Tax Agreement By And Between SteelFab, Inc. A Company Identified As

“Project Zoolander” (The “Company”) And Florence County, South Carolina

(The “County”) To Provide For The Payment Of Certain Fees In Lieu Of

Taxes, The Issuance Of Certain Special Source Revenue Credits, And Other

Matters Related Thereto.

C. ORDINANCE NO. 30-2019/20

An Ordinance To Amend The Agreement For Development Of A Multi-

County Industrial And Business Park By And Between Florence County And

Marion County, South Carolina, Providing For The Development Of A Jointly

Owned And Operated Industrial/Business Park So As To Include Additional

Property In Florence County Related To SteelFab, Inc. Project Zoolander (The

“Company”) As Part Of The Joint County Industrial/Business Park, And Other

Matters Relating Thereto.

D. ORDINANCE NO. 02-2020/21

An Ordinance For Text Amendments To The Florence County Code Of

Ordinances, Chapter 21, NUISANCES, ARTICLE I. – IN GENERAL, Sec.

21-2. – Specific Nuisances.; And Other Matters Related Thereto.

VII. APPEARANCES: In An Effort To Minimize The Spread Of The Coronavirus COVID-19, There

Will Be No Public Appearances.


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VIII. COMMITTEE REPORTS: (Items Assigned To Committees Will Appear In Italics.)

Administration & Finance

(Chairman Dorriety, Councilmen Mumford, Schofield and DeBerry)

Public Services & County Planning

(Councilman Caudle/Chair, Councilmen Bradley and Springs)

Justice & Public Safety

(Councilman DeBerry/Chair, Councilmen Poston and Springs)

Education, Recreation, Health & Welfare

(Councilman Springs/Chair, Councilmen Kirby and Bradley)

Agriculture, Forestry, Military Affairs & Intergovernmental Relations

(Councilman Poston/Chair, Councilmen Kirby and Caudle)

February 20, 2020 City-County Conference Committee

IX. RESOLUTIONS/PROCLAMATIONS:

RESOLUTION NO. 05-2020/21 A Resolution Authorizing Submission Of An Application By Florence County

To The Division Of Community Grant Programs Of The South Carolina

Department Of Commerce For A Community Enrichment Grant Under The

Community Development (CDBG) Grant Program For A Fire Engine For The

Florence County Unified Fire District.

X. ORDINANCES IN POSITION:

A. EMERGENCY ORDINANCES

EMERGENCY ORDINANCE NO. 01-2020/21

An Emergency Ordinance In Florence County Recommending The

Wearing Of Appropriate Face Coverings In Public Places, With

Exceptions, And Other Matters Related Thereto.


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B. THIRD READING

1. ORDINANCE NO. 11-2019/20 (Deferral)

An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu

Of Tax Agreement By And Between A Company Or Companies Known

For The Time Being As Project Star (The “Company”), Darlington County

And Florence County, South Carolina (The “County”), Whereby The

County Will Enter Into A Fee-In-Lieu Of Tax Agreement With The

Company And Darlington County, Providing For Payment By The

Company Of Certain Fees-In-Lieu Of Ad Valorem Taxes, The Allocation

Of Fees-In-Lieu Of Taxes Payable Under The Agreement; And Other

Matters Relating Thereto.


An Ordinance To Develop A Jointly Owned And Operated

Industrial/Business Park In Conjunction With Darlington County, Such

Industrial/Business Park To Be Geographically Located In Florence

County And Darlington County And Established Pursuant To Sec. 4-1-170

Of The Code Of Laws Of South Carolina 1976, As Amended; To Provide

For A Written Agreement With Darlington County To Provide For The

Expenses Of The Park, The Percentage Of Revenue Application, And The

Distribution Of Fees In Lieu Of Ad Valorem Taxation; And Other Matters

Related Thereto.

3. ORDINANCE NO. 28-2019/20 (Public Hearing)

An Ordinance Authorizing The Execution And Delivery Of A Fee-In-

Lieu-Of-Tax Agreement By And Between Effingham Pellets, LLC A

Company Identified As “Project Embark” (The “Company”) And Florence

County, South Carolina (The “County”) To Provide For The Payment Of

Certain Fees In Lieu Of Taxes, The Issuance Of Certain Special Source

Revenue Credits, And Other Matters Related Thereto.



Lieu-Of-Tax Agreement By And Between SteelFab, Inc. A Company

Identified As “Project Zoolander” (The “Company”) And Florence

County, South Carolina (The “County”) To Provide For The Payment Of

Certain Fees In Lieu Of Taxes, The Issuance Of Certain Special Source

Revenue Credits, And Other Matters Related Thereto.


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An Ordinance To Amend The Agreement For Development Of A Multi-

County Industrial And Business Park By And Between Florence County

And Marion County, South Carolina, Providing For The Development Of

A Jointly Owned And Operated Industrial/Business Park So As To Include

Additional Property In Florence County Related To SteelFab, Inc. Project

Zoolander (The “Company”) As Part Of The Joint County

Industrial/Business Park, And Other Matters Relating Thereto.

B. SECOND READING


An Ordinance For Text Amendments To The Florence County Code Of

Ordinances, Chapter 21, NUISANCES, ARTICLE I. – IN GENERAL,

Sec. 21-2. – Specific Nuisances.; And Other Matters Related Thereto.

(Planning Commission approved 8 to 0)

2. ORDINANCE NO. 03-2020/21

An Ordinance To Amend That Certain Agreement For The Development

Of A Joint Industrial And Business Park Dated April 22, 2018 By And

Between Marion And Florence Counties So As To Enlarge The Park

(Project Maria).


An Ordinance Authorizing Pursuant To Title 12, Chapter 44 Of The Code

Of Laws Of South Carolina 1976, As Amended, The Execution And

Delivery Of Fee-In-Lieu Of Ad Valorem Taxes Agreements By And

Between Florence County, South Carolina And Certain Companies,

Identified Collectively For The Time Being As Florence Solar Projects, To

Provide For Fee-In-Lieu Of Ad Valorem Taxes Incentives And Certain

Special Source Revenue Credits; And Other Related Matters.


An Ordinance Authorizing An Amendment To The Agreement Governing

The Darlington-Florence Industrial Park Dated As Of April 21, 2016 To

Add Additional Park Property In Florence County, And Addressing Other

Matters Related Thereto.


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Lieu-Of-Tax Agreement By And Between A Company Identified As

“Project Lightning Bolt” (The “Company”) On Its Own Or Together With

One Or More Of Its Subsidiaries, Affiliates, Successors, Assigns,

Sponsors, Lessors, And Others, And Florence County, South Carolina

(The “County”) To Provide For The Payment Of Certain Fees In Lieu Of

Taxes; Authorizing And Ratifying The Assignment Of Benefits Under

Certain Existing Fee In Lieu Of Tax Arrangements To The Company;

Authorizing Certain Amendments To The Assigned Fee In Lieu Of Tax

Arrangements Including The Provision Of Additional Infrastructure Or

Special Source Revenue Credits; And Other Matters Related Thereto.

C. INTRODUCTION

ORDINANCE NO. 07-2020/21

An Ordinance Amending Florence County Code, Chapter 28, Public

Utilities, Article 1, Section 28-8 In Order To Diminish Water/Sewer

System Service Area Previously Granted To The City of Lake City And

Grant The Barrineau Public Utilities (BPU) A Portion Of The Water And

Sewer Service Area; And Other Matters Related Thereto.

XI. APPOINTMENTS TO BOARDS & COMMISSIONS:

COUNCIL DISTRICT 1 Council Is Asked To Approve The Re-Appointments Of The Following

Individuals Representing Council District 1 On Boards And Commissions,

With Appropriate Expiration Terms And The Recommendation Of One

Individual To The Governor For Re-Appointment:

Museum Board – Re-Appoint Franklin Gamble

Planning Commission – Re-Appoint Karon Epps

Pee Dee Regional Airport Authority – Re-Appoint E. Leroy Nettles, III

(Recommendation to the Governor for Re-Appointment)


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XII. REPORTS TO COUNCIL:

A. ADMINISTRATION

1. MONTHLY FINANCIAL REPORTS

Monthly Financial Reports Are Provided To Council For Fiscal Year 2020 Through May 31, 2020 As An Item For The Record.

2. 2020 CALENDAR REVISION

Council Is Asked To Approve The Revised 2020 Calendar Of Meeting

Dates And Holidays To Change The Location And Time Of The

September 17th

Regular Meeting To The County Complex At 9:00 A.M.

B. ECONOMIC DEVELOPMENT

1. COOPERATION AGREEMENT – SANTEE ELECTRIC COOP., INC.

Council Is Requested To Approve A Cooperation Agreement With Santee

Electric Cooperative, Inc. (SEC) And Palmetto Economic Development

Corporations (PEDC) For The Development Of The Scranton Industrial

Park And All Matters Related Thereto.

2. PROPERTY PURCHASE

Council Is Requested To Approve The Purchase Of 62 Acres Identified As

TMP #00056-04-028 From JBJ Associates, LP In The Amount Of

$465,000; Approve The Purchase Of 33 Acres Identified As TMP #00056-

4-129 From Jean A. McLendon In The Amount Of $247,500; Approve

The Purchase Of 38 Acres Identified As TMP #00036-04-001 From

Eugene P. Warr, Jr. And Robert L. Thomas, Jr. In The Amount Of

$285,000; And Approve The Purchase Of 182 +/- Acres Identified As

TMP #00036-04-003 From Jane M. Rhoden In The Amount Of

$1,365,000 For The Development Of An Industrial Park To Be Funded By

2020B General Obligation Bond Issue.


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C. EMERGENCY MANAGEMENT DEPARTMENT

MOTOROLA SOLUTIONS/EFFINGHAM COMMUNICATION TOWER

Council Is Requested To Approve The Addition Of Two Antennas And

Associated Equipment To The Effingham Communication Tower By

Motorola Solutions For A Period Of Ten Years In Exchange For The

Replacement And Installation Of Eight (8) Conventional Repeaters That

Are Obsolete Representing A Value Of $123,840 ($15,480 Each).

D. SHERIFF’S OFFICE

DECLARATION OF SURPLUS PROPERTY

Council Is Requested To Declare One (1) Glock 21SF Handgun As

Surplus Property For The Purpose Of Awarding It To An Employee Who

Has Retired.

XIII. OTHER BUSINESS:

A. INFRASTRUCTURE

1. TIMMONSVILLE RESCUE SQUAD

Council Is Asked To Approve The Expenditure Of Up To $50,000.00

From Council District 4 Infrastructure Funding Allocation To Assist The

Timmonsville Rescue Squad With The Purchase/Replacement Of Two (2)

Cardiac Monitors.

2. VOTER REGISTRATION/ELECTIONS SIGN

Council Is Asked To Approve The Expenditure Of Up To $35,000.00

From Council Districts’ Infrastructure Funding Allocations

(Approximately $3,889 From Each District) To Purchase And Install A

New Sign For The Voter Registration/Elections Facility.


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B. ROAD SYSTEM MAINTENANCE FEE (RSMF)

1. CIRCLE DRIVE

Council Is Asked To Approve The Expenditure Of Up To $4,125.00 From

Council District 2 RSMF Funding Allocation For 5 Loads (125 Tons) Of

MBC Stone For Circle Drive In Johnsonville, SC.

2. HANNAH-SALEM-FRIENDFIELD FIRE STATION

Council Is Asked To Approve The Expenditure Of Up To $6,125.00 From

Council District 2 RSMF Funding Allocation For MBC Stone For Parking

Lot At Hannah-Salem-Friendfield Fire Station.

XIV. EXECUTIVE SESSION:

Pursuant To Section 30-4-70 Of The South Carolina Code Of Laws 1976, As

Amended To Discuss:

XV. INACTIVE AGENDA

XVI. ADJOURN:

FLORENCE COUNTY COUNCIL MEETING August 20, 2020

AGENDA ITEM: Minutes

DEPARTMENT: County Council

ISSUE UNDER CONSIDERATION:

Council is requested to approve the minutes of the July 16, 2020 regular meeting of

County Council.

OPTIONS:

1. Approve minutes as presented.

2. Provide additional directive, should revisions be necessary.

ATTACHMENTS:

Copy of proposed Minutes.

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REGULAR MEETING OF THE FLORENCE COUNTY COUNCIL, THURSDAY, JULY 16, 2020, 9:00 A.M., COUNTY COMPLEX, COUNCIL CHAMBERS, ROOM 803, 180 N. IRBY STREET, FLORENCE, SOUTH CAROLINA PRESENT: Willard Dorriety, Jr., Chairman H. Steven DeBerry, IV, Vice Chairman Waymon Mumford, Council Member Alphonso Bradley, Council Member Roger M. Poston, Council Member (Telephonically) Kent C. Caudle, Council Member Jason M. Springs, Council Member K. G. Rusty Smith, Jr., County Administrator D. Malloy McEachin, Jr., County Attorney Connie Y. Haselden, Clerk to Council ABSENT: Mitchell Kirby, Secretary-Chaplain James T. Schofield, Council Member ALSO PRESENT: Matthew Christian, Morning News Staff writer A notice of the regular meeting of the Florence County Council appeared in the July 15, 2020 edition of the MORNING NEWS. In compliance with the Freedom of Information Act, copies of the meeting Agenda were provided to members of the media, members of the public requesting copies, posted in the lobby of the County Complex, provided for posting at the Doctors Bruce and Lee Foundation Public Library, all branch libraries, and on the County’s website (www.florenceco.org). In response to the threat of the spread of COVID-19, Council Chambers was restricted access to Council, required staff and a member of the media. The Council meeting was made available via livestream at www.florenceco.org, was aired on the Government Access Channel (Spectrum Channel 1301) and archived on the County website. CALL TO ORDER/INVOCATION/PLEDGE/WELCOME: Chairman Dorriety called the meeting to order. Councilman Mumford provided the invocation and Vice Chairman DeBerry led the Pledge of Allegiance to the American Flag. Chairman Dorriety welcomed everyone attending the meeting.

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Chairman Dorriety stated, “The continued spread of the COVID-19 virus within our community is a very real, and potentially deadly, threat. To ensure your safety, as well as the safety of all our fellow citizens, I strongly urge each of you to wear a mask or face covering when you are out in public. Simple precautions such as wearing a mask, washing our hands regularly, and maintaining a distance of at least six feet between individuals when in the public is our greatest, and currently our only defense, against this invisible threat. Standing united, the citizens of Florence County are a powerful force. By working together, we can and will defeat COVID-19. As you see, out of an abundance of caution and in keeping with the Order of the Governor and CDC guidelines with regard to social distancing during the pandemic, not all members of Council are physically present at this meeting. However, as we have done for the last four meetings, the members that are not here in body are participating electronically.” Chairman Dorriety conducted a roll call of the members for the record. Councilmen Kirby and Schofield were absent. APPROVAL OF MINUTES: Councilman Mumford made a motion Council Approve The Minutes Of The June 18, 2020 Regular Meeting And The July 7, 2020 Special Called Meeting Of County Council. Councilman Bradley seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. PUBLIC HEARINGS: There Were No Items On The Agenda Requiring Public Hearing At The Meeting.

APPEARANCES: In An Effort To Minimize The Spread Of The Coronavirus COVID-19, No Public Appearances Were Scheduled. COMMITTEE REPORTS: Chairman Dorriety Stated That Due To The Current Pandemic No Committee Meetings Had Been Held So There Were No Committee Reports. RESOLUTIONS/PROCLAMATIONS: RESOLUTION NO. 01-2020/21 The Clerk published the title of Resolution No. 01-2020/21: A Resolution For The Naming Of Private Roads In The Timmonsville Area Located Off Honda Way, As Shown On Florence County Tax Map Number 00034, Block 04, Parcel 052 To Blakley Drive, Chloe Circle, And Jacobs Way. Councilman Springs made a motion Council approve the Resolution. Councilman DeBerry seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted.

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RESOLUTION NO. 02-2020/21 The Clerk published the title of Resolution No. 02-2020/21: A Resolution Inducing And Identifying A Proposed Investment Under Code Name Of “Project Florence Solar Farms” And Other Matters Related Thereto. Councilman Caudle made a motion Council approve the Resolution. Councilman Mumford seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. RESOLUTION NO. 03-2020/21 The Clerk published the title of Resolution No. 03-2020/21: An Inducement Resolution Providing For A Fee In Lieu Of Tax Agreement Between Florence County And Project Lightning Bolt. Councilman Caudle made a motion Council approve the Resolution. Councilman Bradley seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. RESOLUTION NO. 04-2020/21 The Clerk published the title of Resolution No. 04-2020/21: A Resolution Establishing Rental Rates For The New Timmonsville Community Center. Councilman Mumford made a motion Council approve the Resolution. Councilman DeBerry seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. ORDINANCES IN POSITION: ORDINANCE NO. 11-2019/20 – THIRD READING DEFERRED Chairman Dorriety stated Third Reading of Ordinance No. 11-2019/20 was deferred: An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu Of Tax Agreement By And Between A Company Or Companies Known For The Time Being As Project Star (The “Company”), Darlington County And Florence County, South Carolina (The “County”), Whereby The County Will Enter Into A Fee-In-Lieu Of Tax Agreement With The Company And Darlington County, Providing For Payment By The Company Of Certain Fees-In-Lieu Of Ad Valorem Taxes, The Allocation Of Fees-In-Lieu Of Taxes Payable Under The Agreement; And Other Matters Relating Thereto. ORDINANCE NO. 12-2019/20 – THIRD READING DEFERRED Chairman Dorriety stated Third Reading of Ordinance No. 12-2019/20 was deferred: An Ordinance To Develop A Jointly Owned And Operated Industrial/Business Park In Conjunction With Darlington County, Such Industrial/Business Park To Be Geographically Located In Florence County And Darlington County And Established Pursuant To Sec. 4-1-170 Of The Code Of Laws Of South Carolina 1976, As Amended; To Provide For A Written Agreement With Darlington County To Provide For The Expenses Of The Park, The Percentage Of Revenue Application, And The Distribution Of Fees In Lieu Of Ad Valorem Taxation; And Other Matters Related Thereto.

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ORDINANCE NO. 31-2019/20 The Clerk published the title of Ordinance No. 31-2019/20: An Ordinance To Impose A One Percent Sales Tax, Subject To A Referendum, Within Florence County Pursuant To The Capital Project Sales Tax Act; To Define The Specific Purposes And Designate The Projects For Which The Proceeds Of The Tax May Be Used; To Provide The Maximum Time For Which The Tax May Be Imposed; To Provide The Maximum Cost Of The Projects Or Facilities Funded From The Proceeds To Be Raised By The Tax; To Provide For A County-Wide Referendum And To Concur In The Contents Of The Ballot Question In Such Referendum; To Establish The Priority In Which The Proceeds Of The Tax Are To Be Expended; To Authorize The Issuance Of General Obligation Bonds Of Florence County, Subject To Such Referendum, To Defray Costs Of Projects And Issuance Costs; To Provide For The Conduct Of Such Referendum; To Provide For The Administration Of The Tax; To Provide For The Payment Of The Tax; And To Provide For Other Matters Relating Thereto. Councilman Caudle made a motion Council approve Third Reading of the Ordinance. Councilman Springs seconded the motion. Councilman Caudle stated that for the public’s elucidation and education, Council had unanimously been in support of the Ordinance and it was one of the best things that could happen to Florence County, as had been proven by Capital Project Sales Tax I and II. This was all being done with no new tax and no increase in property tax. This was not new tax or more tax but a continuation of the current tax to help maintain roads and infrastructure. Chairman Dorriety published the following: “The benefits of a capital project sales tax to all the people of Florence County have been well proven over the past fifteen years. County Council began preparations for the work of CPST III in 2019, creating the required Commission to which members were appointed by the County and municipalities located in the County as provided by law. In support of the Commission, County Council asked each of the municipalities (and I repeat … each of the municipalities) in the County to hold a public hearing to receive proposals for projects and to submit those proposals in order of priority to the County (and I repeat again … to present those to us in order of priority, so anything that a municipality presented to us and that is on this tax is based on their priorities, what they want for their communities okay?) by resolution of each municipal council. Beginning in January, these public hearings were held by all municipalities around the County, except for the City of Florence. Based on the submittals from each municipality, the South Lynches Fire District, the County Sheriff, as well as County departments, County Administration created a prioritized master list of projects that was provided to the Commission one week prior to its June 10 meeting. After receiving information from the County’s financial advisor as to revenues available for projects, County Administration created a recommended list of projects utilizing the top priority project or projects of each project sponsor to the extent such project or projects could be funded with projected Capital Sales Tax revenues. (And I repeat again … that we took the priorities of the municipalities and other areas that sent us their priorities … this is not driven by the nine members of this Council, this is driven by – from the ground up – by other people.) At the Commission’s June 10 meeting, which was duly noticed and called, the County financial advisor presented its report on projected Capital Sales Tax revenues and the County Administrator presented the recommended ballot question. After a lengthy discussion, a motion was duly made to adopt the recommended ballot question, and that motion passed 4-2. I might add, that

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every municipality was represented except the mayor or somebody from the City of Florence and these mayors spoke in favor of the priorities they had on their list. The Commission’s adoption of the ballot question is not a matter in the purview of County Council. Rather, it is committed to the sound discretion of the Commission, which exercised that discretion by approving the ballot question by majority vote. It is not the place of County Council, City Council, or any other body to substitute its judgment and legislative discretion for that of the Commission. Any attempt to do so is an attempt to subvert the law and the democratic process.” The Chairman stated that he wanted the public to understand that what County Council approved was the recommendations made to the County by other entities and the vote today was what was in the best interest of Florence County to provide moving forward. It would be great for economic development but if it was not approved it would deter economic development. The City of Florence was to receive over 200 roads and streets resurfaced. The City of Florence would receive $40 million directly as well as the $4.3 million allocated to Council District 8 was all City of Florence, one being a drainage project near the YMCA. Additional County Council districts also had funding for projects within the City of Florence. Each of the municipalities had met and invited its citizenry to participate in the process except the City of Florence. The County Council was bound by law to honor the requests submitted. He urged citizens to review the list of the projects. His desire was to continue to make the County better for his children, grandchildren and the citizens. Councilman Springs stated that one of the reasons this was so important to some of the smaller municipalities (such as Scranton and Olanta) was that by law they didn’t have any property taxes so they had no means to generate revenue to fund the projects for water and sewer. County Administrator K. G. Rusty Smith, Jr. stated that not only was this a diversification of the tax base but approximately 35% of the revenue generated through the capital project sales tax to pave $80 million worth of roads would be paid by people from outside Florence County traveling through. Chairman Dorriety stated this would be an economic shot in the arm for the County. This was the most equitable way to fund these projects. Councilman Mumford stated that for the last 14 years the one cent tax had been used in Florence County and the County would not have been able to accomplish the projects it had completed had it not been for the support of the voters with the previous approval of the Capital Project Sales Tax. He stated he looked forward to the third penny because it was instrumental to the communities across Florence County to utilize these funds to improve the quality of life for all its citizens. Councilman Caudle asked the Chairman if he stated that all municipalities met except the City of Florence. The Chairman responded that to his knowledge, the City of Florence did not hold a meeting. Councilman Caudle asked for further clarification, weren’t there two meetings that all the municipalities were invited and eight out of the nine participated; with the City of Florence not participating. Chairman Dorriety stated that was correct and that in fact Mayor Wukela had sent a letter to the other mayors that was not very kind with regard to the capital sales tax. The motion to approve Third Reading of the Ordinance was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted.

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ORDINANCE NO. 28-2019/20 The Clerk published the title of Ordinance No. 28-2019/20: An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-Tax Agreement By And Between A Company Identified As “Project Embark” (The “Company”) And Florence County, South Carolina (The “County”) To Provide For The Payment Of Certain Fees In Lieu Of Taxes, The Issuance Of Certain Special Source Revenue Credits, And Other Matters Related Thereto. Councilman Caudle made a motion Council approve Second Reading of the Ordinance. Councilman DeBerry seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. ORDINANCE NO. 29-2019/20 The Clerk published the title of Ordinance No. 29-2019/20: An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-Tax Agreement By And Between A Company Identified As “Project Zoolander” (The “Company”) And Florence County, South Carolina (The “County”) To Provide For The Payment Of Certain Fees In Lieu Of Taxes, The Issuance Of Certain Special Source Revenue Credits, And Other Matters Related Thereto. Councilman Springs made a motion Council approve Second Reading of the Ordinance. Councilman Bradley seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. ORDINANCE NO. 30-2019/20 The Clerk published the title of Ordinance No. 30-2019/20: An Ordinance To Amend The Agreement For Development Of A Multi-County Industrial And Business Park By And Between Florence County And Marion County, South Carolina, Providing For The Development Of A Jointly Owned And Operated Industrial/Business Park So As To Include Additional Property In Florence County Related To Project Zoolander (The “Company”) As Part Of The Joint County Industrial/Business Park, And Other Matters Relating Thereto. Councilman Mumford made a motion Council approve Second Reading of the Ordinance. Councilman Caudle seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. (Councilman Caudle left the Chambers at 9:27 a.m.) The Clerk published the titles of the following Ordinances: ORDINANCE NO. 02-2020/21 An Ordinance For Text Amendments To The Florence County Code Of Ordinances, Chapter 21, NUISANCES, ARTICLE I. – IN GENERAL, Sec. 21-2. – Specific Nuisances.; And Other Matters Related Thereto.

ORDINANCE NO. 03-2020/21 An Ordinance To Amend That Certain Agreement For The Development Of A Joint Industrial And Business Park Dated April 22, 2018 By And Between Marion And Florence Counties So As To Enlarge The Park (Project Maria).

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ORDINANCE NO. 04-2020/21 An Ordinance Authorizing Pursuant To Title 12, Chapter 44 Of The Code Of Laws Of South Carolina 1976, As Amended, The Execution And Delivery Of Fee-In-Lieu Of Ad Valorem Taxes Agreements By And Between Florence County, South Carolina And Certain Companies, Identified Collectively For The Time Being As Florence Solar Projects, To Provide For Fee-In-Lieu Of Ad Valorem Taxes Incentives And Certain Special Source Revenue Credits; And Other Related Matters.

ORDINANCE NO. 05-2020/21 An Ordinance Authorizing An Amendment To The Agreement Governing The Darlington-Florence Industrial Park Dated As Of April 21, 2016 To Add Additional Park Property In Florence County, And Addressing Other Matters Related Thereto.

ORDINANCE NO. 06-2020/21 (By Title Only) An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-Tax Agreement By And Between A Company Identified As “Project Lightning Bolt” (The “Company”) On Its Own Or Together With One Or More Of Its Subsidiaries, Affiliates, Successors, Assigns, Sponsors, Lessors, And Others, And Florence County, South Carolina (The “County”) To Provide For The Payment Of Certain Fees In Lieu Of Taxes; Authorizing And Ratifying The Assignment Of Benefits Under Certain Existing Fee In Lieu Of Tax Arrangements To The Company; Authorizing Certain Amendments To The Assigned Fee In Lieu Of Tax Arrangements Including The Provision Of Additional Infrastructure Or Special Source Revenue Credits; And Other Matters Related Thereto. The Chairman declared the Ordinances introduced with Ordinance No. 06-2020/21 being introduced by title only. APPOINTMENTS TO BOARDS AND COMMISSIONS: COUNCIL DISTRICT 3 Councilman Bradley made a motion Council Approve The Re-Appointment/Appointment Of The Following Individuals Representing Council District 3 On Boards And Commissions, With Appropriate Expiration Terms:

• Commission on Alcohol and Drug Abuse: Re-Appointment of Audrey Davis; and • Library Board of Trustees: Appointment of Kimberly Brockington Franks. Councilman Mumford seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. (Councilman Caudle was not present in the Chambers for the vote.)

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DEVELOPING COMMUNITIES COMMISSION Councilman Mumford made a motion Council Approve The Re-Appointments Of The Following Individuals To Serve On The Developing Communities Commission With Appropriate Expiration Terms: Marion Lowder – Representing The City Of Lake City, Anthony Howard – Representing The Town Of Quinby, And Thomas Benton - Representing The Town Of Pamplico. Councilman Springs seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. (Councilman Caudle returned to the Chambers at approximately 9:30 a.m. prior to the vote.) ECONOMIC DEVELOPMENT PARTNERSHIP BOARD Councilman Springs made a motion Council Approve The Appointment Of Henry Johnson To Serve On The Economic Development Partnership Board Representing Council District 1 With Appropriate Expiration Term. Councilman DeBerry seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. SENIOR CENTER COMMISSION Councilman DeBerry made a motion Council Approve The Appointment Of Reverend I. J. Myers To Serve On The Senior Center Commission Representing Council District 2 With Appropriate Expiration Term. Councilman Poston seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. REPORTS TO COUNCIL: ADMINISTRATOR’S REPORT Mr. Smith stated that Council had been provided with the informative updates for the Capital Project Sales Tax (CPST) I and II, as well as the educative notes from the department heads. For the public’s illumination Mr. Smith advised that:

• Construction on the new US 76 truck route in Timmonsville was anticipated to be completed in the fall.

• Storm drain installation and grading operations were ongoing on Section 1 of SC 51 and Section 2 was almost complete except for shoulder work and final pavement surfacing, which would start in September.

• Sections 3 and 4 of SC 51 widening were substantially complete with the exception of outfall ditch drainage work and the paving at Bass Road and a few minor punch list items.

• Final construction plans continued to be reviewed by SCDOT while right of way acquisition and utility coordination were being finalized on Alligator Road and expected to be bid late 2020.

• Construction on the US 52 widening at South Florence school was anticipated to be completed in the fall.

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In addition to the 500 roads resurfaced or improved under Section 13 of the CPST II, numerous District projects continued to progress. Environmental Services assisted in the rescue of 226 animals during the month of May. He advised the County still had not heard from Palmer with regard to the availability of inmates to continue the ‘Get Bitter on Litter’ campaign. One citation was written in June. Environmental Services was fully engaged in mosquito abatement services, having sprayed 200+ miles of roads and dispensing 56.6 gallons of the mosquito adulticide to combat the mosquito problem in Florence County. ECONOMIC DEVELOPMENT

PROPERTY PURCHASE Councilman DeBerry made a motion Council Approve The Purchase Of 41.72 Acres Identified As TMP # 00240-01-007 In The Amount Of $425,000 From Florence School District 1 For The Development Of An Industrial Park Located In Florence SC To Be Funded By 2020B General Obligation Bond Issue For Economic Development. Councilman Mumford seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. PARKS & RECREATION FLORENCE SCHOOL DISTRICT 4 MOU Councilman Bradley made a motion Council Approve An Amendment To An Existing Memorandum Of Understanding Between Florence County And Florence School District 4 Previously Approved By Council To Include Football And Cheerleading. Councilman Springs seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. ADMINISTRATION EASEMENT TO AT&T Councilman Mumford made a motion Council Approve The Granting Of An Easement To AT&T South Carolina In Order To Provide Services To 201 W. Evans Street. Councilman DeBerry seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted.

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PUBLIC WORKS/PROCUREMENT COOPERATIVE PURCHASING PROGRAM Councilman Mumford made a motion Council Approve The Use Of The Sourcewell (Formerly National Joint Powers Alliance-NJPA) Cooperative Purchasing Program Contract No. 081716-PMC To Procure One (1) 2021 Peterbilt 337 16’ Flat Bed Dump Truck In The Amount Of $102,468.85 ($101,968.85 Plus $500.00 Vehicle Tax) And One (1) 2020 Peterbilt 337 10’ Dump Truck In The Amount Of $103,400.00 Plus $500.00 Vehicle Tax) From Peterbilt Of Florence, SC Using FY21 Public Works Departmental Budgeted Funds. Councilman Springs seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. OTHER BUSINESS:

INFRASTRUCTURE

THICKET PLACE Councilman DeBerry made a motion Council Approve The Expenditure Of Up To $1,500.00 From Council District 9 Infrastructure Funding Allocation To Pay To Cut Down Overgrowth Vegetation And Clearing Blockages In Ditch Located On Thicket Place. Councilman Mumford seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. ROAD SYSTEM MAINTENANCE FEE (RSMF)

SHARON ROAD Councilman DeBerry made a motion Council Approve The Expenditure Of Up To $3,200.00 From Council District 6 RSMF Funding Allocation To Pay For 4 Loads Of MBC Stone To Be Put On Sharon Road. Councilman Caudle seconded the motion, which was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted. ELECTED OFFICIALS – TREASURER’S OFFICE REQUEST

RECLASSIFICATION AND SALARY INCREASE Councilman Mumford made a motion Council Authorize A Reduction Of Hours And Eliminate Benefits To A Part-Time Customer Service Representative Position (10-411-415-100-015 – Currently Vacant); And Authorize A Reclassification And An Increase In Salary For The Accounting Manager Position In The Treasurer’s Office (Slot 10-411-415-100-005 - Currently Vacant) To Be Funded From FY21 Budgeted Funds. Councilman Springs seconded the motion. In response to a question from Councilman Caudle, Mr. Smith responded that the Treasurer was reducing the hours and benefits for a part-time position that had not been filled for quite some in order to increase the salary for an Accounting Manager position. The department would experience an overall savings in the amount of $2,441 annually. The motion was approved unanimously by the members present. Chairman Dorriety confirmed Councilman Poston was present telephonically and voted.

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ROLL CALL For the record, the Chairman verified for the record that all members were still present and remained present throughout the meeting. Councilmen DeBerry, Mumford, Bradley, Caudle, and Springs were present in the Chambers, Councilman Poston confirmed that he was still present telephonically; Councilmen Kirby and Schofield were absent. Chairman Dorriety expressed his appreciation to the members for participation. Chairman Dorriety stated that Councilman Schofield was unable to participate in the meeting due to being admitted to the hospital that morning. He requested prayer for quick healing for Councilman Schofield. There being no further business to come before Council, Councilman Mumford made a motion to adjourn. Councilman Springs seconded the motion, which was approved unanimously. COUNCIL MEETING ADJOURNED AT 9:42 A.M. MITCHELL KIRBY CONNIE Y. HASELDEN SECRETARY-CHAPLAIN CLERK TO COUNTY COUNCIL

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FLORENCE COUNTY COUNCIL August 20, 2020

AGENDA ITEM: Public Hearings



Council Will Hold Public Hearing To Receive Public Comment With Regard To The Following:

A. ORDINANCE NO. 28-2019/20

An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-Tax

Agreement By And Between Effingham Pellets, LLC A Company Identified As “Project

Embark” (The “Company”) And Florence County, South Carolina (The “County”) To

Provide For The Payment Of Certain Fees In Lieu Of Taxes, The Issuance Of Certain Special

Source Revenue Credits, And Other Matters Related Thereto.

B. ORDINANCE NO. 29-2019/20

An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-Tax

Agreement By And Between SteelFab, Inc. A Company Identified As “Project Zoolander”

(The “Company”) And Florence County, South Carolina (The “County”) To Provide For The

Payment Of Certain Fees In Lieu Of Taxes, The Issuance Of Certain Special Source Revenue

Credits, And Other Matters Related Thereto.

C. ORDINANCE NO. 30-2019/20

An Ordinance To Amend The Agreement For Development Of A Multi-County Industrial

And Business Park By And Between Florence County And Marion County, South Carolina,

Providing For The Development Of A Jointly Owned And Operated Industrial/Business Park

So As To Include Additional Property In Florence County Related To SteelFab, Inc. Project

Zoolander (The “Company”) As Part Of The Joint County Industrial/Business Park, And

Other Matters Relating Thereto.

D. ORDINANCE NO. 02-2020/21

An Ordinance For Text Amendments To The Florence County Code Of Ordinances, Chapter

21, NUISANCES, ARTICLE I. – IN GENERAL, Sec. 21-2. – Specific Nuisances.; And

Other Matters Related Thereto.

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AGENDA ITEM: Resolution No. 05-2020/21 DEPARTMENT: Grants

Florence County Unified Fire District ISSUE UNDER CONSIDERATION: (A Resolution Authorizing Submission Of An Application By Florence County To The Division Of Community Grant Programs Of The South Carolina Department Of Commerce For A Community Enrichment Grant Under The Community Development (CDBG) Grant Program For A Fire Engine For The Florence County Unified Fire District). POINTS TO CONSIDER: 1. Florence County desires to make an application for a CDBG Community Enrichment Grant

in the amount of $500,000 to address the need for a fire engine for the Sardis Timmonsville Fire Department in the Timmonsville area of the County Unified Fire District.

2. Florence County Unified Fire District shall provide a local match of not less than 10% of the total CDBG costs ($50,000) associated with the fire engine.

3. The fire engine will become part of the Florence County Unified Fire District. FUNDING FACTORS: 1. $500,000 = Amount requested in grant application for a fire engine. 2. $50,000 = Amount to be provided by the Florence County Fire Unified District from the

County’s fiscal budget for the local match required for the project. OPTIONS: 1. (Recommended) Approve Resolution No. 05-2020/21. 2. Provide an Alternate Directive. ATTACHMENT: Resolution No. 05-2020/21

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Sponsor(s) : Grants Adopted : August 20, 2020 Committee Referral : N/A Committee Consideration Date : N/A Committee Recommendation : N/A

RESOLUTION NO. 05-2020/21

COUNCIL-ADMINISTRATOR FORM OF GOVERNMENT FOR FLORENCE COUNTY

(A Resolution Authorizing Submission Of An Application By Florence County To The Division Of Community Grant Programs Of The South Carolina Department Of Commerce For A Community Enrichment Grant Under The Community Development (CDBG) Grant Program For A Fire Engine For The Florence County Unified Fire District.)

WHEREAS:

1. The State of South Carolina is authorized to make CDBG Grants to local governments withidentified community and economic development needs/priorities; and

2. Florence County has identified such needs and priorities and has made such informationavailable to the citizens of the County at duly advertised public hearings, and

3. One of these needs involves the purchase of a fire engine for the Unified Fire District, morespecifically Sardis Timmonsville Fire Department; and

4. Project costs are estimated at $550,000.

NOW THEREFORE BE IT RESOLVED BY THE FLORENCE COUNTY COUNCIL DULY ASSEMBLED as follows:

1. Florence County desires to submit an application for a Community Development ProgramCommunity Enrichment Grant in the amount of $500,000 for the purchase of a fire engine.

2. Florence County shall provide a local match of not less than 10% of the total CDBG costsassociated with the above noted purchase to be funded by the Unified Fire Districtdepartmental budgeted funds.

3. Any cost savings occurring will be shared with Grants Administration on a pro-rata basis.

4. Council authorizes the County Administrator to execute documents in conjunction with saidapplication and to submit any and all necessary information in accordance with normalpolicy.

draft

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5. This Resolution shall be in full force and effect from and after its adoption.

ATTEST: SIGNED:

Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chairman

COUNCIL VOTE: OPPOSED: ABSENT:

draft

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AGENDA ITEM: Emergency Ordinance No. 01-2020/21



An Emergency Ordinance In Florence County Recommending The Wearing Of Appropriate Face

Coverings In Public Places, With Exceptions, And Other Matters Related Thereto.

POINTS TO CONSIDER:

1. The number of COVID-19 cases is growing rapidly and if COVID–19 continues to spread in

the County, the number of persons relying on medical, pharmaceutical, and general cleaning

supplies will increase, the private and public sector work force will be negatively impacted by

absenteeism, and the demand for medical facilities may exceed locally available resources.

2. On July 29, 2020, the Governor of South Carolina enacted an Order to become effective on

Monday, August 3, 2020 requiring that face coverings must be worn in all state government

buildings according to guidelines and procedures developed by the State Department of

Administration and mandated that local government officials enforce his executive order to

enact mask mandates that fit the needs of the community.

3. As of August 10, 2020, the South Carolina Department of Health and Environmental Control

has reported the total number of confirmed cases in South Carolina is approximately 100,431

and the number of confirmed deaths is 1,966, with the number of reported cases in Florence

County being 3,475 and the number of confirmed deaths is 114.

4. The Centers for Disease Control and Prevention (“CDC”) and SCDHEC advise the use of

cloth face coverings to slow the spread of COVID-19.

OPTIONS:

1. (Recommended) Approve Emergency Ordinance No. 01-2020/21 as presented.

2. Provide alternate directive.

ATTACHMENTS:

Copy of Proposed Emergency Ordinance

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EMERGENCY ORDINANCE NO. 01-2020/21

AN EMERGENCY ORDINANCE IN FLORENCE COUNTY RECOMMENDING THE WEARING OF APPROPRIATE FACE COVERINGS IN PUBLIC PLACES, WITH EXCEPTIONS, AND OTHER MATTERS RELATED THERETO.

WHEREAS, on March 11, 2020, COVID-19, a novel, highly contagious and deadly virus, was declared a pandemic by the World Health Organization and poses a significant threat to County citizens and citizens of the State of South Carolina; and

WHEREAS, on March 13, 2020, the President of the United States declared a national state of emergency for the United States and its territories in an effort to reduce the spread of the virus; and

WHEREAS, beginning on March 13, 2020, the Governor of South Carolina declared a state of emergency for the State of South Carolina; and

WHEREAS, S.C. Code Ann. § 4-9-25 empowers Council to enact ordinances necessary and proper for the security, general welfare, and convenience of counties for preserving health, peace, order, and good government; and

WHEREAS, S.C. Code Ann. § 4-9-130 empowers Council to enact emergency ordinances to meet public emergencies affecting life, health, safety or the property of the people; and

WHEREAS, COVID-19 has spread across the state with the South Carolina Department of Health and Environmental Control (“SCDHEC”) confirming the localized person-to-person spread of COVID–19 in South Carolina, which indicates a significant risk of exposure and infection and an extreme public health risk; and

WHEREAS, as of August 10, 2020, the South Carolina Department of Health and Environmental Control has reported the total number of confirmed cases in South Carolina is approximately 100,431 and the number of confirmed deaths is 1,966, with the number of reported cases in Florence County being 3,475 and the number of confirmed deaths is 114; and

WHEREAS, the number of COVID-19 cases is growing rapidly and if COVID–19 continues to spread in the County, the number of persons relying on medical, pharmaceutical, and general cleaning supplies will increase, the private and public sector work force will be negatively impacted by absenteeism, and the demand for medical facilities may exceed locally available resources; and

Page 1 of 3

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WHEREAS, it is vitally important that we all work together to decrease the widespread proliferation of COVID-19 among us all now rather than suffer the unfortunate and devastating consequences later; and WHEREAS, the Centers for Disease Control and Prevention (“CDC”) and SCDHEC advise the use of cloth face coverings to slow the spread of COVID-19; and WHEREAS, taking measures to control outbreaks minimizes the risk to the public, maintains the health and safety of the County’s residents, and limits the spread of infection in our communities and within the healthcare delivery system; and WHEREAS, in order to protect, preserve, and promote the general health, safety and welfare and the peace and order of the community, the County is taking steps to try to protect the citizens and employees of the County from increased risk of exposure; and WHEREAS, On July 29, 2020, the Governor of South Carolina enacted an Order to become effective on Monday, August 3, 2020 requiring that face coverings must be worn in all state government buildings according to guidelines and procedures developed by the State Department of Administration and mandated that local government officials enforce his executive order to enact mask mandates that fit the needs of the community; and WHEREAS, in light of the foregoing, Florence County Council deems it necessary and proper to adopt this emergency Ordinance. NOW, THEREFORE, BE IT ORDAINED, by Florence County Council, as follows:

1. The County Council, by the power granted to it by the South Carolina Constitution and General Assembly through the Home Rule Act, hereby declares it is recommended for persons within the County to wear face coverings in public places within the County to preserve health, peace, order, and good government and to slow the spread of the Novel Coronavirus disease within the County as set out below.

2. All persons entering a commercial establishment in the County are encouraged to wear a face covering while inside the establishment. This paragraph does not apply to religious establishments. However, the use of face coverings is recommended during religious activities as well.

3. All restaurants, retail stores, salons, barber shops, grocery stores, and pharmacies in the County are recommended to require their employees to wear a face covering at all times while having face to face interaction with the public.

4. Face coverings in the following circumstances are optional: a. In outdoor or unenclosed areas appurtenant to retail establishments or

foodservice establishments in which social distancing of at least six feet is possible and observed;

b. For people whose religious beliefs prevent them from wearing a face covering;

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c. For those who cannot wear a face covering due to a medical or behavioral condition;

d. For children under six (6) years old, provided that adults accompanying children age two (2) through five (5) shall use reasonable efforts to cause those children to wear face coverings while inside the enclosed area of any retail establishment or foodservice establishment;

e. For patrons of foodservice establishments while they are dining; f. In private offices and workspaces in which social distancing of at least six

(6) feet is possible and observed; g. When complying with direction of law enforcement officers; h. In settings where it is not practical or feasible to wear a face covering,

including when obtaining or rendering goods or services such as the receipt of dental services or while swimming; and/or

i. While exclusively with members of a family of the same household, and no person other than such family or household is within the same enclosed area.

5. Should any provision, section, paragraph, sentence or word of this Ordinance be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences, or words of this Ordinance as hereby adopted shall remain in full force and effect.

6. This emergency Ordinance shall take effect at 12:01 a.m. on August 21, 2020, and shall be terminated by the issuance of another ordinance or shall automatically expire on the 61st day after enactment of this Ordinance, whichever date is earlier.

7. County Council recognizes the fact that COVID-19 is a highly contagious disease and issues this Emergency Ordinance to emphasis to the public the need to protect from this disease.

ORDAINED, ENACTED, AND ORDERED THIS 20th DAY OF AUGUST, 2020.

ATTEST: SIGNED: ______________________________ __________________________ Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chairman

COUNCIL VOTE: OPPOSED:

______________________________ ABSENT: Approved as to Form and Content D. Malloy McEachin, Jr., County Attorney

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AGENDA ITEM: Ordinance No. 11-2019/20 – Third Reading Deferral

DEPARTMENT: Economic Development


[An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu Of Tax Agreement

By And Between A Company Or Companies Known For The Time Being As Project Star (The

“Company”), Darlington County And Florence County, South Carolina (The “County”),

Whereby The County Will Enter Into A Fee-In-Lieu Of Tax Agreement With The Company And

Darlington County, Providing For Payment By The Company Of Certain Fees-In-Lieu Of Ad

Valorem Taxes, The Allocation Of Fees-In-Lieu Of Taxes Payable Under The Agreement; And

Other Matters Relating Thereto.]

OPTIONS:

1. Defer Third Reading of Ordinance No. 11-2019/20.

2. Provide An Alternate Directive.

ATTACHMENTS:

Proposed Ordinance No. 11-2019/20

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Sponsor(s) : Economic Development Introduction : October 17, 2019 I, Committee Referral : Council Clerk, certify that the Committee Consideration Date : ad for a Public Hearing on this Committee Recommendation : Ordinance ran on: . Second Reading : November 21, 2019 Public Hearing : December 12, 2019 Third Reading : Effective Date :



An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu Of Tax Agreement By And Between A Company Or Companies Known For The Time Being As Project Star (The “Company”), Darlington County And Florence County, South Carolina (The “County”), Whereby The County Will Enter Into A Fee-In-Lieu Of Tax Agreement With The Company And Darlington County, Providing For Payment By The Company Of Certain Fees-In-Lieu Of Ad Valorem Taxes, The Allocation Of Fees-In-Lieu Of Taxes Payable Under The Agreement; And Other Matters Relating Thereto.

WHEREAS:

1. Florence County, South Carolina (the “County”) desires to enter into a Fee-in-Lieu of TaxAgreement with a company known for the time being as Project Star (the “Company”) andDarlington County, as the Company has expressed its intent to the County to make a capitalinvestment in the County and Darlington County; and

2. As a result of the Company’s desire to undergo such investment, the Company has asked theCounty to enter into a Fee-in-Lieu of Tax Agreement by and among the County, DarlingtonCounty and the Company dated as of [_________], 2019, in order to encompass the terms ofsuch investment; and

3. The County, acting by and through its County Council (the “County Council”) is authorizedand empowered under and pursuant to the provisions of Title 12, Chapter 44 of the Code ofLaws of South Carolina 1976, as amended (the “FILOT Act”), to designate real and tangiblepersonal property as “economic development property” and to enter into an arrangementwhich provides for payments-in-lieu of taxes (“Negotiated FILOT Payments”) for a projectqualifying under the FILOT Act, including where a project is located in multiple countieswithin the State of South Carolina; and

4. The Company proposes to develop certain business operations on contiguous tracts in theCounty and Darlington County by acquiring, constructing, equipping and furnishingmachinery, equipment and other real and personal property (the “Negotiated FILOT Project”)which the Company estimates will consist of a capital investment of approximately SixMillion, Seven Hundred Thousand Dollars ($6,700,000.00); and

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5. The Negotiated FILOT Project is or will be located on contiguous tracts of land in the County and Darlington County, and will be subject to fee-in-lieu of tax arrangements as described herein; and

6. The County has made specific proposals, including proposals to offer certain economic

development incentives set forth herein, for the purpose of inducing the Company to invest its funds to acquire and equip the Negotiated FILOT Project (the “Incentives”); and

7. It is in the public interest, for the public benefit and in furtherance of the public purposes of

the FILOT Act that the County Council provide approval for qualifying the Negotiated FILOT Project under the FILOT Act for the Incentives.

NOW, THEREFORE, BE IT ORDAINED by the Governing Body of Florence County, the Florence County Council as follows: Section 1. Evaluation of the Negotiated FILOT Project. County Council has evaluated the Negotiated FILOT Project on the following criteria based upon the advice and assistance of the South Carolina Department of Commerce and the South Carolina Department of Revenue:

(a) whether the purposes to be accomplished by the Negotiated FILOT Project are proper governmental and public purposes;

(b) the anticipated dollar amount and nature of the investment to be made; and (c) the anticipated costs and benefits to the County. Section 2. Findings by County Council. Based upon information provided by and representations of the Company, County Council’s investigation of the Negotiated FILOT Project, including the criteria described in Section 1 above, and the advice and assistance of the South Carolina Department of Commerce and the South Carolina Department of Revenue, as required, County Council hereby find that:

(a) the Negotiated FILOT Project will constitute a “project” as that term is defined in the FILOT Act;

(b) the Negotiated FILOT Project will serve the purposes of the FILOT Act; (c) the Company anticipates capital investment in the Project of approximately Six

Million, Seven Hundred Thousand Dollars ($6,700,000.00) within five (5) years from the end of the property tax year in which the Company, the County and Darlington County execute the FILOT Agreement (as defined herein);

(d) the Negotiated FILOT Project will be located on contiguous tracts of land within

the County and Darlington County, and the FILOT Act provides that a single project may be located within multiple counties in the State of South Carolina;

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(e) the Negotiated FILOT Project will benefit the general public welfare of the County by providing services, employment, recreation or other public benefits not otherwise adequately provided locally;

(f) the Negotiated FILOT Project will not give rise to a pecuniary liability of the

County nor a charge against its general credit or taxing power; (g) the purposes to be accomplished by the Negotiated FILOT Project are proper

governmental and public purposes; (h) the inducement of the location of the Negotiated FILOT Project is of paramount

importance; and (i) the benefits of the Negotiated FILOT Project to the public are greater than the costs

to the public. Section 3. Fee-in-Lieu of Taxes Arrangement. Pursuant to the authority of the FILOT Act, the Negotiated FILOT Project is designated as “economic development property” under the FILOT Act and there is hereby authorized a fee-in-lieu of taxes arrangement with the Company and Darlington County which will provide Negotiated FILOT Payments to be made with respect to the Negotiated FILOT Project based upon a six percent (6%) assessment ratio and a millage of rate of [____] mills, all as more fully set forth in the Fee-in-Lieu of Tax Agreement by and among the County, Darlington County and the Company (the “FILOT Agreement”). Section 4. Execution of the Fee Agreement. The form, terms and provisions of the FILOT Agreement presented to this meeting and filed with the Clerk of the County Council be and hereby are approved, and all of the terms, provisions and conditions thereof are hereby incorporated herein by reference as if such FILOT Agreement were set out in this Ordinance in its entirety. The Chair of the County Council and the Clerk of the County Council be and hereby are authorized, empowered and directed to execute, acknowledge and deliver the FILOT Agreement in the name and on behalf of the County, and thereupon to cause the FILOT Agreement to be delivered to the Company. The FILOT Agreement is to be in substantially the form now before this meeting and hereby approved, or with any changes therein as shall not materially adversely affect the rights of the County thereunder and as shall be approved by the County Attorney and the officials of the County executing the same, their execution thereof to constitute conclusive evidence of their approval of all changes therein from the form of FILOT Agreement now before this meeting. Section 5. Miscellaneous. (a) The Chair and all other appropriate officials of the County are hereby

authorized to execute, deliver and receive any other agreements and documents as may be required by the County in order to carry out, give effect to and consummate the transactions authorized by this Ordinance.

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(b) This Ordinance shall be construed and interpreted in accordance with the laws of the State of South Carolina.

(c) This Ordinance shall become effective immediately upon approval following

third reading by the County Council. (d) The provisions of this Ordinance are hereby declared to be severable and if

any section, phrase or provision shall for any reason be declared by a court of competent jurisdiction to be invalid or unenforceable, that declaration shall not affect the validity of the remainder of the sections, phrases and provisions hereunder.

(e) All ordinances, resolutions and parts thereof in conflict herewith are, to the

extent of the conflict, hereby repealed.

Section 6. Allocation of FILOT Revenues. Pursuant to the terms of the FILOT Agreement, the County hereby provides that for thirty (30) years, commencing the first year in which property that is a part of the project will be placed in service, the annual allocation of the fee-in-lieu of ad valorem taxes revenue generated by the property and payable to the County in accordance with the terms of the FILOT Agreement, will be distributed as set forth in greater detail in the FILOT Agreement.

ATTEST: FLORENCE COUNTY COUNCIL: _________________________________ ___________________________________ Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chair


_________________________________ Approved as to Form and Content D. Malloy McEachin, Jr., County Attorney

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AGENDA ITEM: Ordinance No. 12-2019/20 – Third Reading Deferral



[An Ordinance To Develop A Jointly Owned And Operated Industrial/Business Park In

Conjunction With Darlington County, Such Industrial/Business Park To Be Geographically

Located In Florence County And Darlington County And Established Pursuant To Sec. 4-1-170

Of The Code Of Laws Of South Carolina 1976, As Amended; To Provide For A Written

Agreement With Darlington County To Provide For The Expenses Of The Park, The Percentage

Of Revenue Application, And The Distribution Of Fees In Lieu Of Ad Valorem Taxation; And

Other Matters Related Thereto.]

OPTIONS:

1. Defer Third Reading of Ordinance No. 12-2019/20.


ATTACHMENTS:


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Sponsor(s) : Economic Development Introduction : October 17, 2019 I, Committee Referral : Council Clerk, certify that the Committee Consideration Date : ad for a Public Hearing on this Committee Recommendation : Ordinance ran on: ____________. Second Reading : November 21, 2019 Public Hearing : December 12, 2019 Third Reading : Effective Date :



An Ordinance To Develop A Jointly Owned And Operated Industrial/Business Park In Conjunction With Darlington County, Such Industrial/Business Park To Be Geographically Located In Florence County And Darlington County And Established Pursuant To Sec. 4-1-170 Of The Code Of Laws Of South Carolina 1976, As Amended; To Provide For A Written Agreement With Darlington County To Provide For The Expenses Of The Park, The Percentage Of Revenue Application, And The Distribution Of Fees In Lieu Of Ad Valorem Taxation; And Other Matters Related Thereto.

WHEREAS:

1. Pursuant to Article VIII, Section 13(D) of the South Carolina Constitution and Section 4-1-170 of the Code of Laws of South Carolina, 1976, as amended (collectively, the “Multi-County Park Act”), Florence County, South Carolina (“Florence County”) and DarlingtonCounty, South Carolina (“Darlington County” and collectively with Florence County, the“Partner Counties”), are authorized to jointly develop an industrial or business park withinthe geographical boundaries of one or more member counties; and

2. In order to promote economic development and thus encourage investment and provideadditional employment opportunities, the Partner Counties, as authorized under the Multi-County Park Act, now propose to establish jointly a multi-county industrial/business parkwith respect to certain property located in one or both of the Partner Counties (the“Florence/Darlington Multi-County Park”); and

3. The Partner Counties have agreed to the specific terms and conditions of such arrangement asset forth in that certain Agreement for the Establishment of a Multi-CountyIndustrial/Business Park proposed to be entered into by and between the Partner Counties asof such date as may be agreed to by the Partner Counties (the “MCIP Agreement”), a form ofwhich MCIP Agreement has been presented to the Florence County Council (the “CountyCouncil”); and

4. It appears to the Council that the MCIP Agreement is in appropriate form and is anappropriate instrument to be executed and delivered by Florence County for the purposesintended; and

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5. It is in the public interest, for the public benefit and in furtherance of the public purposes of the Multi-County Park Act that the Council provide approval for the establishment of the Florence/Darlington Multi-County Park and the execution and delivery of the MCIP Agreement.

NOW, THEREFORE, BE IT ORDAINED by the Governing Body of Florence County, the Florence County Council as follows: Section 1. Establishment of Florence/Darlington Multi-County Park; Approval of MCIP Agreement.

(a) There is hereby authorized to be established, in conjunction with Darlington County, a multi-county industrial/business park to be known as the Florence/Darlington Multi-County Park and to include therein certain property as agreed from time to time by the Partner Counties. The form, provisions, terms, and conditions of the MCIP Agreement before the meeting at which this Ordinance received third reading and filed with the Clerk to County Council be and they are hereby approved, and all of the provisions, terms and conditions thereof are hereby incorporated herein by reference as if the MCIP Agreement were set out in this Ordinance in its entirety. The Chair of County Council is hereby authorized, directed, and empowered to execute the MCIP Agreement in the name and on behalf of Florence County; the Clerk to County Council is hereby authorized, directed, and empowered to attest the same; and the Chair of County Council is further authorized, directed, and empowered to deliver the MCIP Agreement to Darlington County.

(b) The MCIP Agreement is to be in substantially the form before the meeting at

which this Ordinance received third reading and is hereby approved, or with such changes therein as shall not materially adversely affect the rights of Florence County thereunder and as shall be approved by the officials of Florence County executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of the MCIP Agreement now before this meeting.

(c) The Chair of County Council and the Clerk to County Council, for and on behalf

of Florence County, are hereby each authorized and empowered to do any and all things necessary or proper to effect the development of the Florence/Darlington Multi-County Park and the performance of all obligations of Florence County under and pursuant to the MCIP Agreement and to carry out the transactions contemplated thereby and by this Ordinance.

Section 2. Payment of Fee in Lieu of Tax. (a) The businesses and industries located in the Florence/Darlington Multi-County

Park must pay a fee in lieu of ad valorem taxes as provided for in the MCIP Agreement. The fee paid in lieu of ad valorem taxes with respect to property in the Florence/Darlington Multi-County Park shall be allocated between the Partner Counties pursuant to the provisions of the MCIP Agreement. Payments of fees in lieu of ad valorem taxes will be made on or before the due date for taxes for a particular year. Penalties for late payment will be at the same rate as late tax payment. Any late payment beyond said date will accrue interest at the rate of statutory

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judgment interest. The Partner Counties shall maintain all liens and rights to foreclose upon liens provided for counties in the collection of ad valorem taxes. Nothing herein shall be construed to prohibit either of the Partner Counties from negotiating and collecting reduced fees in lieu of taxes pursuant to Title 4, Chapter 29 or Chapter 12, or Title 12, Chapter 44 of the Code of Laws of South Carolina 1976, as amended, or any similar provision in South Carolina law.

(b) The provisions of Section 12-2-90 of the Code of Laws of South Carolina 1976,

as amended, or any successor statutes or provisions, apply to the collection and enforcement of the fee in lieu of ad valorem taxes.

Section 3. Sharing of Expenses and Revenues. Sharing of expenses and revenues of the

Florence/Darlington Multi-County Park between the Partner Counties shall be as set forth in the MCIP Agreement.

Section 4. Manner of Distribution to Taxing Entities. Revenues received and retained by

Florence County pursuant to the MCIP Agreement shall be distributed within Florence County in the following manner:

First, unless Florence County elects to pay or credit the same from only those revenues which Florence County would otherwise be entitled to receive as provided under “Third” below, to pay annual debt service on any special source revenue bonds issued by Florence County pursuant to, or to be utilized as a credit in the manner provided in the second paragraph of, Section 4-1-175, Code of Laws of South Carolina 1976, as amended, or any successor statutes or provisions, payable in whole or in part by or from revenues generated from any properties in the Florence/Darlington Multi-County Park; and Second, at the option of Florence County, to reimburse Florence County for any expenses incurred by it in the development, operation, maintenance and promotion of the Florence/Darlington Multi-County Park or the businesses located therein; and Third, to those taxing districts which overlap the applicable properties within Florence County’s portion of the Florence/Darlington Multi-County Park, in a pro-rata fashion based on comparative millage rates for the year in question of such taxing districts;

provided, that (i) all taxing districts which overlap the applicable properties within the Florence/Darlington Multi-County Park shall receive some portion of the revenues generated from such properties; and (ii) all revenues receivable by a taxing entity in a fiscal year shall be allocated to operations and maintenance and to debt service as determined by the governing body of such taxing entity; and (iii) the County may, by ordinance, from time to time, amend the distribution of the fee in lieu of tax payments to all taxing entities.

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Section 5. Regulations and Jurisdiction. Any ordinances of Florence County concerning zoning, health and safety regulations, and building code requirements will apply for the portions of the Florence/Darlington Multi-County Park in Florence County.

Section 6. The Sheriff’s Department of Florence County will have jurisdiction to make

arrests and exercise all authority and power within the portions of the Florence/Darlington Multi-County Park in Florence County. Section 7. Miscellaneous.

(a) The Chair of County Council and all other appropriate officials of Florence County are hereby authorized to execute, deliver and receive any other agreements and documents as may be required by Florence County in order to carry out, give effect to and consummate the transactions authorized by this Ordinance.

(b) This Ordinance shall be construed and interpreted in accordance with the laws of the

State of South Carolina. (c) This Ordinance shall become effective immediately upon approval following third

reading by County Council. (d) The provisions of this Ordinance are hereby declared to be severable and if any

section, phrase or provision shall for any reason be declared by a court of competent jurisdiction to be invalid or unenforceable, that declaration shall not affect the validity of the remainder of the sections, phrases and provisions hereunder.

(e) All ordinances, resolutions and parts thereof in conflict herewith are, to the extent of

the conflict, hereby repealed.

ATTEST: FLORENCE COUNTY COUNCIL: _________________________________ ______________________________ Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chair


_________________________________ Approved as to Form and Content D. Malloy McEachin, Jr., County Attorney

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AGENDA ITEM: Ordinance No. 28-2019/20 – Third Reading



[An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-Tax Agreement

By And Between Effingham Pellets, LLC A Company Identified As “Project Embark” (The

“Company”) And Florence County, South Carolina (The “County”) To Provide For The Payment

Of Certain Fees In Lieu Of Taxes, The Issuance Of Certain Special Source Revenue Credits, And


OPTIONS:

1. (Recommended) Approve Third Reading Ordinance No. 28-2019/20.


ATTACHMENTS:

1. Proposed Ordinance No. 28-2019/20 (amended to include company name)

2. Redlined version of Ordinance No. 28-2019/20

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Sponsor(s) : Economic Development First Reading/Introduction : June 18, 2020 I, ______________________, Committee Referral : N/A Council Clerk, certify that this Committee Consideration Date : N/A Ordinance was advertised for Committee Recommendation : N/A Public Hearing on _________. Second Reading : July 16, 2020 Public Hearing : August 20, 2020 Third Reading : August 20, 2020 Effective Date : August 20, 2020



An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-Tax Agreement By And Between Effingham Pellets, LLC (The “Company”) And Florence County, South Carolina (The “County”) To Provide For The Payment Of Certain Fees In Lieu Of Taxes, The Issuance Of Certain Special Source Revenue Credits, And Other Matters Related Thereto.

WHEREAS:

1. Florence County, South Carolina, a political subdivision of the State of South Carolina(the "County"), acting by and through its County Council (the "County Council"), is authorizedand empowered under and pursuant to the provisions of Title 12, Chapter 44, Code of Laws ofSouth Carolina 1976, as amended (the "Act") (i) to enter into agreements with qualifyingindustry to encourage investment and projects constituting economic development property towhich the industrial development of the State of South Carolina will be promoted by inducingnew and existing manufacturing and commercial enterprises to locate and remain in the State andthus utilize and employ manpower and other resources of the State; and (ii) to covenant withsuch industry to accept certain payments in lieu of ad valorem taxes ("FILOT") with respect tosuch investment; and

2. The County is further authorized by Title 4, Chapter 1 of the Code of Laws of SouthCarolina 1976, as amended, including Sections 4-1-170 and 4-1-175 thereof, Section 4-29-68 ofTitle 4, Chapter 29 of the Code of Laws of South Carolina 1976, as amended (collectively, the“Infrastructure Credit Act”), and Article VIII, Section 13 of the South Carolina Constitution toprovide special source revenue credits (“Infrastructure Credits”) against FILOT Payments for thepurpose of defraying certain costs, including, without limitation, the cost of designing, acquiring,constructing, improving, or expanding the infrastructure serving the County or the Project (asdefined below) and for improved and unimproved real estate and personal property, includingmachinery and equipment, used in the operation of a manufacturing facility or commercialenterprise, all to enhance the economic development of the County; and

3. Effingham Pellets, LLC, a South Carolina limited liability company, likely along withone or more existing, or to-be-formed or acquired subsidiaries, or affiliated or related entities, asSponsor (collectively, “Company”) and any Sponsor Affiliates (as defined under the Act and the

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Fee Agreement (defined below)) that the Company may designate and have the County approve in accordance with the Act, contingent upon satisfaction of certain commitments made by and on behalf of the County, as set forth herein and to be further set forth in future agreements, to the extent allowed by law, plans to establish a processing facility in the County through the acquisition, lease, construction and purchase of certain land, buildings, furnishings, fixtures, apparatuses, and/or equipment (the “Project”), which will result in approximately $5,450,000 in new investment and the creation and maintenance of 10 new full-time jobs in the County (“Investment”); and

4. The County adopted an Inducement Resolution on June 18, 2020, and has determined,pursuant to the Act, to finalize with the Company a Fee-in-Lieu of Tax Agreement referred tobelow; and

5. The Company has requested, and the County has agreed: to offer a FILOT arrangementand enter into a fee-in-lieu of ad valorem taxes agreement with the Company and, as applicable,any Sponsor Affiliate, the form of which is attached as Exhibit A (“Fee Agreement”), with theprincipal terms as follows: fee in lieu of tax payments utilizing a 6% assessment ratio for aperiod of 30 years for the Project or each component thereof placed in service during the initialinvestment period and any investment period extension to which the County and the Companyagree, a fixed millage rate, and the issuance of special source revenue credits (InfrastructureCredits); and

6. The Project is competitive in that the Company is considering locations outside of theCounty where the Project could be located.

NOW, THEREFORE, BE IT ORDAINED BY THE FLORENCE COUNTY COUNCIL DULY ASSEMBLED THAT:

Section 1. Findings. The County hereby finds and affirms, based on information provided by the Company: (i) the Project will benefit the general public welfare of the County by providing services, employment, recreation or other public benefits not otherwise provided locally; (ii) the Project gives rise to no pecuniary liability of the County or any incorporated municipality and to no charge against its general credit or taxing power; (iii) the purposes to be accomplished by the Project are proper governmental and public purposes; and (iv) the benefits of the Project to the public are greater than the costs to the public; and (v) the Project will provide a substantial public benefit to the County.

Section 2. Authorization to Execute and Deliver Fee Agreement. The form, terms, and provisions of the Fee Agreement presented to this meeting and filed with the Clerk to County Council are hereby approved, and all of the terms, provisions, and conditions thereof are hereby incorporated herein by reference as if the Fee Agreement was set out in this Ordinance in its entirety. The Chairman of County Council and the Clerk to County Council are hereby authorized, empowered, and directed to execute, acknowledge, and deliver the Fee Agreement in the name and on behalf of the County, and thereupon to cause the Fee Agreement to be delivered to the Company. The Fee Agreement is to be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall not materially adversely affect the

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rights of the County thereunder and as shall be approved by the officials of the County executing the same upon the advice of the County Attorney, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Fee Agreement now before this meeting.

Section 3. No Recapitulation Required. Pursuant to Section 12-44-55(B) of the Act, the County hereby agrees that no recapitulation information, as set forth in Section 12-44-55(A) of the Act is required to be provided by the Company in the Fee Agreement, or in any other documents or agreements in connection with the fee-in-lieu of tax arrangement between the Company and the County, so long as the Company shall file a copy of the South Carolina Department of Revenue form PT-443, and any subsequent amendments thereto, and all filings required by the Act with the County after the execution of the Fee Agreement by the County and the Company.

Section 4. Further Acts. The County Council authorizes the County Administrator, other County staff, and the County Attorney, along with any designees and agents who any of these officials deems necessary and proper, in the name of and on behalf of the County (each an “Authorized Individual”), to take whatever further actions, and enter into whatever further agreements, as any Authorized Individual deems to be reasonably necessary and prudent to effect the intent of this Ordinance and induce the Company to locate the Project in the County.

Section 5. General Repealer. All ordinances, resolutions, and parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed.

Section 6. Severability. Should any part, provision, or term of this Ordinance be deemed unconstitutional or otherwise unenforceable by any court of competent jurisdiction, such finding or determination shall not affect the rest and remainder of the Ordinance or any part, provision or term thereof, all of which is hereby deemed separable.

This Ordinance takes effect and is in full force only after the County Council has approved this Ordinance following three readings and a public hearing.

ATTEST: FLORENCE COUNTY COUNCIL:

____________________________________ __________________________________ Connie Y. Haselden, Clerk to County Council Willard Dorriety, Jr., Chairman

COUNCIL VOTE: _________________________________ OPPOSED: Approved as to Form and Content ABSENT: D. Malloy McEachin, Jr., County Attorney

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FEE AGREEMENT

Between

FLORENCE COUNTY, SOUTH CAROLINA

and

EFFINGHAM PELLETS, LLC

Dated as of August 20, 2020 draft

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RECAPITULATION OF CONTENTS OF FEE AGREEMENT PURSUANT TO S.C. CODE §12-44-55(A)

The parties have agreed to waive this requirement pursuant to S.C. Code Ann. § 12-44-55(B).

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FEE AGREEMENT

THIS FEE AGREEMENT (the “Fee Agreement”) is made and entered into as of August 20, 2020 by and between FLORENCE COUNTY, SOUTH CAROLINA (the “County”), a body politic and corporate and a political subdivision of the State of South Carolina (the “State”), acting by and through the Florence County Council (the “County Council”) as the governing body of the County, and Effingham Pellets, LLC, a limited liability company organized and existing under the laws of the State of South Carolina (the “Company”).

RECITALS

1. Title 12, Chapter 44, Code of Laws of South Carolina, 1976, as amended (the “Act”) authorizes the County (i) to induce industries to locate in the State; (ii) to encourage industries now located in the State to expand their investments and thus make use of and employ manpower, products, and other resources of the State; and (iii) to enter into a fee agreement with entities meeting the requirements of such Act, which identifies certain property of such entities as economic development property.

2. The County is authorized by Title 4, Chapter 1 of the Code of Laws of South Carolina 1976, as amended, including Sections 4-1-170 and 4-1-175 thereof, Section 4-29-68 of Title 4, Chapter 29 of the Code of Laws of South Carolina 1976, as amended (collectively, the “Infrastructure Credit Act” or sometimes, along with the Act, referred to herein as the “Act”), and Article VIII, Section 13 of the South Carolina Constitution to provide special source revenue credits (“Infrastructure Credits”) against FILOT Payments for the purpose of defraying certain costs, including, without limitation, the cost of designing, acquiring, constructing, improving, or expanding the infrastructure serving the County or the Project (as defined below) and for improved and unimproved real estate and personal property, including machinery and equipment, used in the operation of a manufacturing facility or commercial enterprise, all to enhance the economic development of the County.

3. Pursuant to Section 12-44-40(I)(1) of the Act, the County finds that: (a) the Project (as defined herein) is anticipated to benefit the general public welfare of the County by providing services, employment, recreation, or other public benefits not otherwise adequately provided locally; (b) the Project gives rise to no pecuniary liability of the County or any incorporated municipality and to no charge against its general credit or taxing power; (c) the purposes to be accomplished by the Project are proper governmental and public purposes; and (d) the benefits of the Project are greater than the costs.

4. The County Council has evaluated the Project based on all relevant criteria that include, but are not limited to, the purposes the Project is to accomplish, the anticipated dollar amount and nature of the investment, and the anticipated costs and benefits to the County.

5. The County Council adopted an Inducement Resolution on June 18, 2020 (the “Resolution”).

6. An Ordinance that the County Council adopted contemporaneously with the date of this Fee Agreement (the “Fee Ordinance”) authorizes the County and the Company to enter

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into a Fee Agreement that classifies the Project as Economic Development Property under the Act and provides for the payment of fees in lieu of taxes and for special source revenue credits (Infrastructure Credits), all as further described herein.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the respective representations and agreements hereinafter contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Rules of Construction; Defined Terms. The terms that this section defines shall for all purposes of this Fee Agreement have the meanings herein specified, unless the context clearly requires otherwise:

“Act” shall mean Title 12, Chapter 44, Code of Laws of South Carolina, 1976, as amended, and all future acts successor or supplemental thereto or amendatory thereof.

“Act Minimum Investment Requirement” shall mean an investment of at least $2,500,000 by the Company and any Sponsors and Sponsor Affiliates of property within the Investment Period, provided, however, that in the event of a reduction of the minimum investment level in Section 12-44-30(14) or any successor section by legislative action, then the Act Minimum Investment Requirement shall equal such reduced amount. In the case of manufacturing, research and development, corporate office, or distribution facility, each Sponsor or Sponsor Affiliate is not required to invest the Act Minimum Investment Requirement amount if the total investment at the Project exceeds five million dollars.

“Clawback Minimum Requirements” shall mean an investment of at least $5,450,000 in property subject to ad valorem taxation (in the absence of this Fee Agreement and/or an Industrial Development Park) by the Company and any Sponsors and the creation of at least 10 new, full time jobs by the Company.

“Commencement Date” shall mean the last day of the property tax year during which the Project or the first Phase thereof is placed in service, which date must not be later than the last day of the property tax year which is three years from the year in which the County and the Company enter into this Fee Agreement.

“Company” shall mean Effingham Pellets, LLC, and any surviving, resulting, or transferee entity in any merger, consolidation, or transfer of assets; or any other person or entity which may succeed to the rights and duties of the Company.

“County” shall mean Florence County, South Carolina, a body politic and corporate and a political subdivision of the State of South Carolina, its successors and assigns, acting by and through the County Council as the governing body of the County.

“County Council” shall mean the Florence County Council, the governing body of the County.

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“Department” or “SCDOR” shall mean the South Carolina Department of Revenue.

“Diminution in Value” in respect of the Project or any Phase of the Project shall mean any reduction in the value using the original fair market value (without regard to depreciation) as determined in Step 1 of Section 4.1(a) of this Fee Agreement, of the items which constitute a part of the Project or such Phase and which are subject to FILOT payments which may be caused by (i) the Company’s removal and/or disposal of equipment pursuant to Section 4.6 of this Fee Agreement; (ii) a casualty to the Project, such Phase of the Project, or any part thereof, described in Section 4.7 of this Fee Agreement; or (iii) a condemnation of the Project, such Phase of the Project, or any part thereof, described in Section 4.8 of this Fee Agreement.

“Economic Development Property” shall mean those items of real and tangible personal property of the Project which are eligible for inclusion as economic development property under the Act, selected and identified by the Company in its annual filing of a SCDOR PT-300S or comparable form with the Department (as such filing may be amended from time to time) for each year within the Investment Period.

“Equipment” shall mean all of the machinery, equipment, furniture, office equipment, and fixtures, together with any and all additions, accessions, replacements, and substitutions thereto or therefor used or to be used in the County by the Company for the purposes described in Section 2.2(b) hereof, provided, however, that repairs, alterations, or modifications to personal property which is not economic development property or property subject to a fee in lieu of taxes prior to this Fee Agreement, are not eligible to become Economic Development Property, except for modifications which constitute an expansion of existing real property improvements.

“Event of Default” shall mean any event of default specified in Section 5.1 of this Fee Agreement.

“Exemption Period” shall mean the period beginning on the first day of the property tax year after the property tax year in which an applicable piece of Economic Development Property is placed in service and ending on the Termination Date. In case there are Phases of the Project, the Exemption Period applies to each year’s investment made during the Investment Period.

“Fee,” “Fee in Lieu of Taxes,” “FILOT,” or “Payments in Lieu of Taxes” shall mean the amount paid or to be paid in lieu of ad valorem property taxes as provided herein.

“Fee Agreement” shall mean this Fee Agreement.

“Fee Term” shall mean the period from the date of this Fee Agreement until the Termination Date.

“Improvements” shall mean all improvements to the Real Property, including buildings, building additions, roads, sewer lines, and infrastructure, together with any and all additions, fixtures, accessions, replacements, and substitutions thereto or therefor used or to be used in the County for the purposes described in Section 2.2(b) hereof; provided, however, that repairs, alterations, or modifications to real property which is not economic development property or property subject to a fee in lieu of taxes prior to this Fee Agreement, are not eligible to become Economic Development Property, except for modifications which constitute an expansion of

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existing real property improvements and except as otherwise permitted by Section 12-44-110 of the Act.

“Industrial Development Park” shall mean an industrial or business park created pursuant to the MCIP Act.

“Infrastructure” shall mean infrastructure serving the Project, including the Improvements, to the extent that the MCIP Act permits, provided that Infrastructure shall first be deemed to include real property and infrastructure improvements prior to including any personal property, notwithstanding any presumptions to the contrary in the Act or otherwise. “Infrastructure Credit” shall mean the annual infrastructure credit provided to the Company pursuant to the MCIP Act and Section 4.1(c) hereof, with respect to the Infrastructure.

“Investment Period” shall mean the period beginning with the first day of any purchase or acquisition of Economic Development Property and ending five years after the Commencement Date, provided that the Company and the County may agree to a later date pursuant to Section 12-44-30(13) of the Act.

“MCIP Act” shall mean Article VIII, Section 13(D) of the Constitution of the State of South Carolina, Sections 4-1-170, 4-1-172, and 4-1-175 of the Code of Laws of South Carolina, 1976, as amended, and Section 4-29-68 of the Code of Laws of South Carolina, 1976, as amended.

“Phase” or “Phases” in respect of the Project shall mean that the Equipment, Improvements, and/or Real Property of the Project are placed in service during more than one year in the Investment Period, and the word “Phase” shall therefore refer to the applicable portion of the Project placed in service in a given year in the Investment Period.

“Project” shall mean all the Equipment, Improvements, and/or Real Property in the County that the Company determines to be necessary, suitable, or useful for the purposes that Section 2.2(b) describes, and first placed in service in calendar year 2020 or thereafter. The Project shall not include existing buildings and improvements on the Real Property, as of the date of the commencement of the Project by the Company, and any machinery and equipment which have previously been subject to South Carolina ad valorem taxation, except as expressly permitted by Section 12-44-110 of the Act.

“Real Property” shall mean real property that the Company uses or will use in the County for the purposes that Section 2.2(b) describes, and initially consisting of the land identified on Exhibit A hereto, together with all and singular the rights, members, hereditaments, and appurtenances belonging or in any way incident or appertaining thereto, and any improvements located thereon.

“Removed Components” shall mean the following types of components or Phases of the Project or portions thereof which are subject to FILOT payments, all of which the Company shall be entitled to remove from the Project with the result that the same shall no longer be subject to the terms of the Fee Agreement: (a) components or Phases of the Project or portions thereof

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which the Company, in its sole discretion, determines to be inadequate, obsolete, worn-out, uneconomic, damaged, unsuitable, undesirable, or unnecessary pursuant to Section 4.6 hereof or otherwise; or (b) components or Phases of the Project or portions thereof which the Company in its sole discretion, elects to be treated as removed pursuant to Section 4.7(c) or Section 4.8(b)(iii) of this Fee Agreement.

“Replacement Property” shall mean any property which is placed in service as a replacement for any item of Equipment, any Improvement, or any Real Property previously subject to this Fee Agreement regardless of whether such property serves the same functions as the property it is replacing and regardless of whether more than one piece of property replaces any item of Equipment, any Improvement, or any Real Property, to the fullest extent that the Act permits.

“Sponsor” shall mean the Company, one or more entities which signs the Fee Agreement with the County or that joins with or is an affiliate of the Company and that participates in the investment in, or financing of, the Project and which meets the requirements under the Act to be entitled to the benefits of this Fee Agreement with respect to its participation in the Project. The term shall also include any “Sponsor Affiliate” as described in Section 12-44-30(20) of the Act, provided that the Company and Sponsor Affiliate must sign and return a Joinder Agreement in the form attached hereto as Exhibit B to the Company in order for the Sponsor Affiliate to be eligible for the benefits of this Fee Agreement.

“Streamlined FILOT Act” shall mean Title 4, Chapter 12 of the Code of Laws of South Carolina, 1976, as amended.

“Termination Date” shall mean in case the entire Project is placed in service in one year, the end of the last day of the property tax year which is the 29th year following the first property tax year in which the entire Project is placed in service, or in case there are Phases of the Project, the Termination Date shall mean with respect to each Phase of the Project the end of the last day of the property tax year which is the 29th year following the first property tax year in which such Phase of the Project is placed in service, provided, that the intention of the parties is that the Company will make at least 30 annual FILOT payments under Article IV hereof with respect to each Phase of the Project and provided further, that if this Fee Agreement is terminated earlier in accordance with the terms hereof, the Termination Date is the date of such termination.

Section 1.2 Any reference to any agreement or document in this Article I or otherwise in this Fee Agreement (including its exhibits) shall include any and all amendments, supplements, addenda, and modifications to such agreement or document.

Section 1.3 The term “investment” or “invest” as used herein shall include not only investments made by the Company or a Sponsor, but also to the fullest extent permitted by law, those investments made by or for the benefit of the Company in connection with the Project through federal, state, or local grants, to the extent such investments are subject to ad valorem taxes or FILOT payments by the Company.

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ARTICLE II

REPRESENTATIONS, WARRANTIES, AND AGREEMENTS

Section 2.1 Representations, Warranties, and Agreements of the County. The County hereby represents, warrants, and agrees as follows:

(a) The County is a body politic and corporate and a political subdivision of the State and acts through the County Council as its governing body. The Act authorizes and empowers the County to enter into the transactions that this Fee Agreement contemplates and to carry out its obligations hereunder. The County has duly authorized the execution and delivery of this Fee Agreement and any and all other agreements described herein or therein and has obtained all consents from third parties and taken all actions necessary or that the law requires to fulfill its obligations hereunder.

(b) Based upon representations by the Company, the Project constitutes a “project” within the meaning of the Act, and the County is a County that the Act authorizes to enter into fee in lieu of tax agreements with companies that satisfy the Act Minimum Investment Requirement within the County.

(c) The County has agreed that each item of real and tangible personal property comprising the Project which is eligible to be economic development property under the Act and that the Company selects shall be considered Economic Development Property and is thereby exempt from ad valorem taxation in South Carolina.

(d) The millage rate in Section 4.1 hereof is the lowest millage rate permissible under the Act, as provided under Section 12-44-50(A)(1)(d) of the Act.

(e) The County will not be in default in any of its obligations (contractual or otherwise), including any violation of its statutory debt limit, as a result of entering into and performing under this Fee Agreement and/or as a result of creating an Industrial Development Park encompassing the Project.

(f) The County will take all reasonable action to include the Project in an Industrial Development Park if requested by the Company.

(g) No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the County are pending or threatened against or affecting the County in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Fee Agreement or which could, in any way, adversely affect the validity or enforceability of this Fee Agreement.

(h) The Company is relying upon the enforceability of this Fee Agreement, and the financial benefits it promises, in making a major financial investment in the County, and but for this Fee Agreement the Company would not locate in the County.

Section 2.2 Representations, Warranties, and Agreements of the Company. The Company hereby represents, warrants, and agrees as follows:

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(a) The Company is duly authorized to transact business in the State of South Carolina, has power to enter into this Fee Agreement, and has duly authorized the execution and delivery of this Fee Agreement.

(b) The Company intends to operate the Project as a “project” within the meaning of the Act as in effect on the date hereof. The Company intends to operate the Project as a processing facility, and for such other purposes that the Act permits as the Company may deem appropriate.

(c) The Company will use commercially reasonable efforts to ensure that its total capital investment will equal or exceed the Act Minimum Investment Requirement and that it satisfies the Clawback Minimum Requirements.

(d) The availability of the payment in lieu of taxes with regard to the Economic Development Property authorized by the Act has induced the Company to undertake the Project in the County.

ARTICLE III

COMMENCEMENT AND COMPLETION OF THE PROJECT

Section 3.1 The Project. The Company intends to invest in Equipment, Improvements, and/or Real Property, which together comprise the Project and which are anticipated to create at least the Act Minimum Investment Requirement in eligible Economic Development Property investment subject to Payments in Lieu of Taxes in the County.

The parties hereto agree that, to the extent that applicable law allows or is revised or construed to allow the benefits of the Act, in the form of FILOT Payments to be made under Article IV hereof, to be applicable to leased assets including, but not limited to a building and/or personal property to be installed in the buildings and leased to but not purchased by the Company from one or more Sponsors under any form of lease, then such property shall, at the election of the Company, be subject to FILOT Payments to the same extent as the Company’s assets covered by this Fee Agreement, subject, at all times, to the requirement of such applicable law. The parties hereto further agree that this Fee Agreement may be interpreted or modified as may be necessary or appropriate in order to give proper application of this Fee Agreement to such tangible property without such construction or modification constituting an amendment to this Fee Agreement, and thus not requiring any additional action by the County Council. The County Administrator, after consulting with the County Attorney, shall be and hereby is authorized to make such modifications, if any, as may be necessary or appropriate in connection therewith. Such leased property shall constitute a part of the Project for all purposes of this Fee Agreement, including the calculation of the Clawback Minimum Requirements, removal, replacement, and termination, and such Sponsor shall be deemed to be a party to this Fee Agreement provided, however, that no Sponsor shall be liable for any payments pursuant to Section 4.2(b) hereof, which shall remain the Company’s liability.

Pursuant to the Act and subject to Section 4.2 hereof, the Company and the County hereby agree that the Company shall identify annually those assets which are eligible for FILOT

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payments under the Act and which the Company (or any other Sponsor) selects for such treatment by listing such assets on the applicable schedule in its annual PT-300 form (or comparable form) to be filed with the Department (as such may be amended from time to time) and that by listing such assets, such assets shall automatically become Economic Development Property and therefore be exempt from all ad valorem taxation during the Exemption Period. Anything contained in this Fee Agreement to the contrary notwithstanding, the Company shall not be obligated to complete the acquisition of the Project. However, if the Company does not meet the Act Minimum Investment Requirement, this Fee Agreement shall be terminated as provided in Section 4.2 hereof.

Any entity that is added as a Sponsor Affiliate to this Fee Agreement by the delivery of a Joinder Agreement in the form attached hereto as Exhibit B shall be entitled to the same rights and benefits of the Company under the Fee Agreement with respect to its investments in the Project.

Section 3.2 Filings and Reports.

(a) Each year during the term of the Fee Agreement, the Company shall deliver to the County, the County Auditor, the County Assessor, and the County Treasurer, a copy of its most recent annual filings with the Department with respect to the Project, not later than 30 days following delivery thereof to the Department.

(b) The Company shall cause a copy of this Fee Agreement, as well as a copy of the completed Form PT-443 of the Department, to be filed with the County Auditor and the County Assessor of the County and any partner county, when the Project is placed in an Industrial Development Park, and the Department within 30 days after the date of execution and delivery hereof by all parties hereto.

ARTICLE IV

PAYMENTS IN LIEU OF TAXES

Section 4.1 Negotiated Payments.

(a) Pursuant to Section 12-44-50 of the Act, the Company and any Sponsor are required to make payments in lieu of ad valorem taxes to the County with respect to the Economic Development Property. Inasmuch as the Company anticipates an initial investment of sums sufficient for the Project to qualify for a fee in lieu of tax arrangement under the Act, the County and the Company have negotiated the amount of the FILOT Payments in accordance therewith. The Company and any Sponsor shall make FILOT Payments on all Economic Development Property which comprises the Project and is placed in service, as follows: the Company (or Sponsor, as applicable) shall make FILOT Payments during the Exemption Period with respect to the Economic Development Property or, if there are Phases of the Economic Development Property, with respect to each Phase of the Economic Development Property, said payments to be made annually and to be due and payable and subject to penalty assessments on the same dates and in the same manner as prescribed by the County for ad valorem taxes. The

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determination of the amount of such annual FILOT Payments shall be in accordance with the following procedure (subject, in any event, to the procedures that the Act requires):

Step 1: Determine the fair market value of the Economic Development Property (or Phase of the Economic Development Property) placed in service during the Exemption Period using original income tax basis for State income tax purposes for any Real Property and Improvements without regard to depreciation (provided, the fair market value of real property, as the Act defines such term, that the Company or Sponsor obtains by construction or purchase in an arms-length transaction is equal to the original income tax basis, and otherwise, the determination of the fair market value is by appraisal) and original income tax basis for State income tax purposes for any personal property less depreciation for each year allowable for property tax purposes, except that no extraordinary obsolescence shall be allowable. The fair market value of the Real Property for the first year of the Fee Term remains the fair market value of the Real Property for the life of the Fee Term. The determination of these values shall take into account all applicable property tax exemptions that State law would allow to the Company or Sponsor if the property were taxable, except those exemptions that Section 12-44-50(A)(2) of the Act specifically disallows.

Step 2: Apply an assessment ratio of six percent (6%) to the fair market value in Step 1 to establish the taxable value of the Economic Development Property (or each Phase of the Economic Development Property) in the year it is placed in service and in each of the 29 years thereafter or such longer period of years in which the Act permits the Company or Sponsor to make annual fee payments.

Step 3: Use a fixed millage rate equal to the lowest millage rate permissible under the Act, which the parties mutually understand to be the millage rate in effect on June 30, 2019, which is 361.5 mills, as Section 12-44-50(A)(1)(d) of the Act provides, during the Exemption Period against the taxable value to determine the amount of the Payments in Lieu of Taxes due during the Exemption Period on the payment dates that the County prescribes for such payments or such longer period of years in which the Act permits the Company or Sponsor to make annual fee payments.

(b) The FILOT Payments shall be in lieu of all ad valorem tax payments and any other charges that would have appeared on the property tax bills otherwise generated by the County in the absence of this Fee Agreement.

In the event that a final order of a court of competent jurisdiction or an agreement of the parties determines that the calculation of the minimum FILOT Payment applicable to this transaction is to be other than by the procedure herein, the payment shall be reset at the minimum permitted level so determined.

Subject to Section 6.8 hereof, in the event that a final order of a court of competent jurisdiction from which no further appeal is allowable declares the Act and/or the herein-described Payments in Lieu of Taxes invalid or unenforceable, in whole or in part, for any reason, the parties express their intentions to reform such payments so as to effectuate most closely the intent hereof and so as to afford the Company with the benefits to be derived

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herefrom, the intention of the County being to offer the Company a strong inducement to locate the Project in the County. If the Economic Development Property is deemed to be subject to ad valorem taxation, this Fee Agreement shall terminate, and the Company shall pay the County regular ad valorem taxes from the date of termination, but with appropriate reductions equivalent to all tax exemptions which are afforded to the Company. Any amount determined to be due and owing to the County from the Company, with respect to a year or years for which the Company previously remitted Payments in Lieu of Taxes to the County hereunder, shall (i) take into account all applicable tax exemptions to which the Company would be entitled if the Economic Development Property was not and had not been Economic Development Property under the Act; and (ii) be reduced by the total amount of Payments in Lieu of Taxes the Company had made with respect to the Project pursuant to the terms hereof. Notwithstanding anything contained herein to the contrary, neither the Company nor any successor in title or interest shall be required to pay FILOT payments and ad valorem taxes for the same property over the same period in question.

(c) The County agrees that all qualifying capital expenses of the Company during the Investment Period shall qualify for Infrastructure Credits equal to 25% of the first through tenth FILOT payments due under this Agreement and 15% of the eleventh through thirtieth FILOT payments due under this Agreement. The Infrastructure Credits shall be applied as a setoff against the FILOT owed for the then current year.

(d) To the extent permitted by law, the Infrastructure Credits are deemed to reimburse the Company first for any infrastructure expenditures related to real property necessary to serve the Project, thereby avoiding the application of the recapture provisions in Section 4-29-68(A)(2)(ii)(a) of the Code.

Section 4.2 Failure to Achieve Act Minimum Investment Requirement.

(a) In the event that the cost of the Economic Development Property (without regard to depreciation) that the Company acquires does not reach the Act Minimum Investment Requirement by the end of the Investment Period, this Fee Agreement shall terminate as to such entity failing to meet the minimum investment level. In such event, the Company shall pay the County an amount (the “Additional Payment”) pursuant to the Act which is equal to the excess, if any, of (i) the total amount of ad valorem taxes as would result from taxes levied on the Project by the County, municipality or municipalities, school district or school districts, and other political units as if the items of property comprising the Economic Development Property were not Economic Development Property, but with appropriate reductions equivalent to all tax exemptions and abatements to which the Company would be entitled in such a case, through and including the end of the Investment Period, over (ii) the total amount of FILOT payments the Company has made with respect to the Economic Development Property through and including the end of the Investment Period. Any amounts determined to be owing pursuant to the foregoing sentence shall be subject to the minimum amount of interest that the Act may require.

(b) If the Company fails to meet and maintain the Clawback Minimum Requirements as of the end of the Investment Period, the Company shall be obligated to repay a prorated portion of the Infrastructure Credits provided under Section 4.1(c) hereof, with such prorated portion to be calculated by determining the average achievement percentage of the job and

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investment requirements (as compared to the Clawback Minimum Requirements) as of the last day of the Investment Period with computations for the achievement percentages rounded up to the nearest tenth decimal place and the resulting prorated repayment percentage amount rounded down to the nearest tenth decimal place. Investment shall be measured based on gross cost without regard to depreciation. Subject to the foregoing prorated repayment requirement, this Fee Agreement shall continue in effect and the Company may, in its discretion, continue to pay the Fee in Lieu of Taxes and receive Infrastructure Credits, as provided in this Fee Agreement, even in the event of such failure to meet and maintain the Clawback Minimum Requirements.

For example, and by way of example only, if the Company has created and maintained an investment of $4,087,500 and created and maintained 8 new, full-time jobs as of the last day of the Investment Period, and if the Company had received $100,000 in Infrastructure Credits, the Company’s pro rata repayment obligation would be 22.5% of the Infrastructure Credits received to date, calculated as follows:

Investment Achievement Percentage = $4,087,500 / $5,450,000 = 75%

Jobs Achievement Percentage = 8 / 10 = 80%

Overall Achievement Percentage = (75% + 80%) / 2 = 77.5%

Prorated Repayment Percentage = 100% - 77.5% = 22.5%

Repayment Amount = $100,000 x 22.5% = $22,500

The Infrastructure Credits for future years shall be reduced by the Prorated Repayment Percentage as well, provided if the Prorated Repayment Percentage in any future years is more than 10% above or below the Prorated Repayment Percentage as of the end of the Investment Period (or later period, if adjusted), either the Company or the County may elect to recalculate the Prorated Repayment Percentage, which shall apply from that point forward unless again reset pursuant to this paragraph.

(c) Any amounts due to the County under Section 4.2(a) or 4.2(b) shall be paid within ninety (90) days following written notice thereof from the County to the Company.

(d) The remedies stated in this Section 4.2 shall be the County’s sole remedies for the Company’s failure to meet any required investment or job creation level.

(e) For purposes of Section 4.2(b), if the Investment Achievement Percentage or Jobs Achievement Percentage is between 90% and 100% for any applicable measurement date, such percentage shall be deemed to be 100%. For example, and by way of example only, if the Investment Achievement Percentage is 100% and the Jobs Achievement Percentage is 94% as of the end of the Investment Period, then in such case, the Jobs Achievement Percentage shall be deemed to be 100%, and no repayment obligation would apply at such time.

(f) The investments and job creation of the Company and any applicable Sponsor Affiliate shall be considered on an aggregate basis for purposes of this Section 4.2, subject to the requirements set forth in Section 12-44-30(19) of the Act.

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Section 4.3 Payments in Lieu of Taxes on Replacement Property. If the Company elects to replace any Removed Components and to substitute such Removed Components with Replacement Property as a part of the Economic Development Property, or the Company otherwise utilizes Replacement Property, then, pursuant and subject to Section 12-44-60 of the Act, the Company shall make statutory payments in lieu of ad valorem taxes with regard to such Replacement Property in accordance with the following:

(i) Replacement Property does not have to serve the same function as the Economic Development Property it is replacing. Replacement Property is deemed to replace the oldest Economic Development Property subject to the Fee, whether real or personal, which is disposed of in the same property tax year in which the Replacement Property is placed in service. Replacement Property qualifies as Economic Development Property only to the extent of the original income tax basis of Economic Development Property which is being disposed of in the same property tax year. More than one piece of property can replace a single piece of Economic Development Property. To the extent that the income tax basis of the Replacement Property exceeds the original income tax basis of the Economic Development Property which it is replacing, the excess amount is subject to annual payments calculated as if the exemption for Economic Development Property were not allowable. Replacement Property is entitled to treatment under the Fee Agreement for the period of time remaining during the Exemption Period for the Economic Development Property which it is replacing; and

(ii) The new Replacement Property which qualifies for the Fee shall be recorded using its income tax basis, and the calculation of the Fee shall utilize the millage rate and assessment ratio in effect with regard to the original property subject to the Fee.

Section 4.4 Reductions in Payments of Taxes Upon Removal, Condemnation, or Casualty. In the event of a Diminution in Value of the Economic Development Property or any Phase of the Economic Development Property, the Payment in Lieu of Taxes with regard to the Economic Development Property or that Phase of the Economic Development Property shall be reduced in the same proportion as the amount of such Diminution in Value bears to the original fair market value of the Economic Development Property or that Phase of the Economic Development Property as determined pursuant to Step 1 of Section 4.1(a) hereof; provided, however, that if at any time subsequent to the end of the Investment Period, the total value of the Project based on the original income tax basis of the Equipment, Real Property, and Improvements contained therein, without deduction for depreciation, is less than the Act Minimum Investment Requirement, beginning with the first payment thereafter due hereunder and continuing until the end of the Fee Term, the Company shall no longer be entitled to the incentive provided in Section 4.1, and the Company shall therefore commence to pay regular ad valorem taxes on the Economic Development Property part of the Project. However, the Company will not be required to make any clawback payments related to this Fee Agreement or other retroactive payment such as the Additional Payment under Section 4.2.

Section 4.5 Place of Payments in Lieu of Taxes. The Company shall make the above-described Payments in Lieu of Taxes directly to the County in accordance with applicable law.

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Section 4.6 Removal of Economic Development Property. Subject, always, to the other terms and provisions hereof, the Company shall be entitled to remove and dispose of components or Phases of the Project from the Project in its sole discretion with the result that said components or Phases shall no longer be considered a part of the Project and, to the extent such constitute Economic Development Property, shall no longer be subject to the terms of this Fee Agreement to the fullest extent allowed by the Act, as amended. Economic Development Property is disposed of only when it is scrapped or sold or it is removed from the Project. If it is removed from the Project, it is subject to ad valorem property taxes to the extent the Property remains in the State and is otherwise subject to ad valorem property taxes.

Section 4.7 Damage or Destruction of Economic Development Property.

(a) Election to Terminate. In the event the Economic Development Property is damaged by fire, explosion, or any other casualty, the Company shall be entitled, but not obligated, to terminate this Fee Agreement without further obligation or obligation for any clawback payments related to this Fee Agreement or other retroactive payments. The Company shall only be required to make FILOT payments as to all or any part of the tax year in which the damage or casualty occurs to the extent property subject to ad valorem taxes would otherwise have been subject to such taxes under the same circumstances for the period in question.

(b) Election to Rebuild. In the event the Economic Development Property is damaged by fire, explosion, or any other casualty, and if the Company does not elect to terminate this Fee Agreement, the Company may commence to restore the Economic Development Property with such reductions or enlargements in the scope of the Economic Development Property, changes, alterations, and modifications (including the substitution and addition of other property) as may be desired by the Company. All such restorations and replacements shall be considered, to the fullest extent permitted by law and this Fee Agreement, substitutions of the destroyed portions of the Economic Development Property and shall be considered part of the Economic Development Property for all purposes hereof, including, but not limited to, any amounts due by the Company to the County under Section 4.1 hereof.

(c) Election to Remove. In the event the Company elects not to terminate this Fee Agreement pursuant to subsection (a) and elects not to rebuild pursuant to subsection (b), the damaged portions of the Economic Development Property shall be treated as Removed Components.

Section 4.8 Condemnation.

(a) Complete Taking. If at any time during the Fee Term title to or temporary use of the Economic Development Property should become vested in a public or quasi-public authority by virtue of the exercise of a taking by condemnation, inverse condemnation, or the right of eminent domain; by voluntary transfer under threat of such taking; or by a taking of title to a portion of the Economic Development Property which renders continued use or occupancy of the Economic Development Property commercially unfeasible in the judgment of the Company, the Company shall have the option to terminate this Fee Agreement by sending written notice to the County within a reasonable period of time following such vesting and, in such event shall not be

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required to make any clawback payments related to this Fee Agreement or other retroactive payments.

(b) Partial Taking. In the event of a partial taking of the Economic Development Property or a transfer in lieu thereof, the Company may elect: (i) to terminate this Fee Agreement; (ii) subject to the Act and the terms and provisions of this Fee Agreement, to repair and restore the Economic Development Property, with such reductions or enlargements in the scope of the Economic Development Property, changes, alterations, and modifications (including the substitution and addition of other property) as the Company may desire, and all such changes, alterations, and modifications shall be considered as substitutions of the taken parts of the Economic Development Property; or (iii) to treat the portions of the Economic Development Property so taken as Removed Components.

(c) The Company shall only be required to make FILOT payments as to all or any part of the tax year in which the taking occurs to the extent property subject to ad valorem taxes would otherwise have been subject to such taxes under the same circumstances for the period in question.

Section 4.9 Confidentiality/Limitation on Access to Project. The County acknowledges and understands that the Company utilizes confidential and proprietary processes and materials, services, equipment, trade secrets, and techniques (herein “Confidential Information”) and that any disclosure of Confidential Information concerning the Company’s operations may result in substantial harm to the Company and could thereby have a significant detrimental impact on the Company’s employees and also upon the County. The Company acknowledges that the County is subject to the Freedom of Information Act, and, as a result, must disclose certain documents and information on request absent an exemption. For these reasons, the Company shall clearly label all Confidential Information it delivers to the County “Confidential Information.” Therefore, the County agrees that, except as required by law, neither the County nor any employee, agent, or contractor of the County shall (i) request or be entitled to receive any such Confidential Information, or (ii) disclose or otherwise divulge any such Confidential Information to any other person, firm, governmental body or agency, or any other entity unless specifically required to do so by law; provided, however, that the County shall have no less rights concerning information relating to the Project and the Company than concerning any other property or property taxpayer in the County, and, provided further, that the confidentiality of such confidential or proprietary information is clearly disclosed to the County in writing as previously described. Prior to disclosing any Confidential Information, subject to the requirements of law, the Company may require the execution of reasonable, individual, confidentiality and non-disclosure agreements by any officers, employees, or agents of the County or any supporting or cooperating governmental agencies who would gather, receive, or review such information. In the event that the County is required to disclose any Confidential Information obtained from the Company to any third party, the County agrees to provide the Company with as much advance notice as possible of such requirement before making such disclosure, and to cooperate reasonably with any attempts by the Company to obtain judicial or other relief from such disclosure requirement.

Section 4.10 Assignment. If Section 12-44-120 of the Act or any successor provision requires consent to an assignment, the Company may assign this Fee Agreement in whole or in

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part with the prior written consent of the County or a subsequent written ratification by the County, which consent or ratification the County will not unreasonably withhold, condition or delay. The Company agrees to notify the County and the Department of the identity of such transferee within 60 days of the transfer. In case of a transfer, the transferee assumes the transferor’s basis in the Project for purposes of calculating the Fee. No approval is required for transfers to sponsor affiliates or other financing related transfers, as defined in the Act.

Section 4.11 No Double Payment; Future Changes in Legislation.

(a) Notwithstanding anything contained herein to the contrary, and except as expressly required by law, neither the Company nor any Sponsor shall ever be required to make a Payment in Lieu of Taxes in addition to a regular property tax payment in the same year over the same piece of property, nor shall the Company or any Sponsor be required to make a Payment in Lieu of Taxes on property in cases where, absent this Fee Agreement, property taxes would otherwise not be due on such property.

In case there is any legislation enacted which provides for more favorable treatment for property to qualify as, or for the calculation of the fee related to, Economic Development Property under Sections 4.4, 4.6, 4.7, 4.8, or the calculation of the Investment Period, the County agrees to give expedient and full consideration to such legislation, with a view to allow for such more favorable treatment or calculation.

Section 4.12 Administration Expenses. The Company agrees to pay the reasonable and necessary expenses that the County incurs with respect to the execution and administration of this Fee Agreement, including without limitation reasonable and actual attorneys’ fees (the “Administration Expenses”); provided, however, that no such expense shall be an Administration Expense until the County has furnished to the Company a statement in writing indicating the amount of such expense and the reason for its incurrence. As used in this section, “Administration Expenses” shall include the reasonable and necessary out-of-pocket expenses, including reasonable attorneys’ fees, incurred by the County with respect to: (i) this Fee Agreement; (ii) all other documents related to this Fee Agreement and any related documents; and (iii) the fulfillment of its obligations under this Fee Agreement and any related documents and the implementation and administration of the terms and provisions of the documents after the date of execution thereof, but only to the extent resulting from a request by the Company for a modification, assignment, or a termination of such documents by the Company, or as a result of a bankruptcy of the Company or a default by the Company under the terms of such documents. Reimbursement for the County’s attorneys’ fees shall be at hourly rates for outside counsel to the County, not to exceed the standard hourly rates charged by such outside counsel.

Section 4.13 Execution of Lease. The parties acknowledge that the intent of this Fee Agreement is to afford the Company the benefits of the FILOT Payments in consideration of the Company’s decision to locate the Project within the County and that this Fee Agreement has been entered into in reliance upon the validity and enforceability of the Act. In the event that a court of competent jurisdiction holds that the Act is unconstitutional or that this Fee Agreement or agreements similar in nature to this Fee Agreement are invalid or unenforceable in any material respect, or should the parties determine that there is a reasonable doubt as to the validity or enforceability of this Fee Agreement in any material respect, then the County, upon the

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provision by the Company of evidence acceptable to the County that the Project is free from environmental contamination and the conveyance of title to the Project to the County at the expense of the Company, agrees to lease the Project to the Company pursuant to the Streamlined FILOT Act and, to the extent permitted under the law in effect at such time, use its best efforts to ensure that the Company receives the benefits of the FILOT arrangement as contemplated by this Fee Agreement.

ARTICLE V

DEFAULT

Section 5.1 Events of Default. The following shall be “Events of Default” under this Fee Agreement, and the term “Events of Default” shall mean, whenever used with reference to this Fee Agreement, any one or more of the following occurrences:

(a) Failure by the Company to make the Payments in Lieu of Taxes described in Section 4.1 hereof, which failure shall not have been cured within 30 days following receipt of written notice thereof from the County; provided, however, that the Company shall be entitled to all redemption rights granted by applicable statutes; or

(b) A representation or warranty herein made by the Company which is deemed materially incorrect when deemed made; or

(c) Failure by the Company to perform any of the terms, conditions, obligations, or covenants hereunder (other than those under (a) above), which failure shall continue for a period of 30 days after written notice from the County to the Company specifying such failure and requesting that it be remedied, unless the Company shall have instituted corrective action within such time period and is diligently pursuing such action until the default is corrected, in which case the 30-day period shall be extended to cover such additional period during which the Company is diligently pursuing corrective action; or

(d) A representation or warranty made by the County which is deemed materially incorrect when deemed made; or

(e) Failure by the County to perform any of the terms, conditions, obligations, or covenants hereunder, which failure shall continue for a period of 30 days after written notice from the Company to the County specifying such failure and requesting that it be remedied, unless the County shall have instituted corrective action within such time period and is diligently pursuing such action until the default is corrected, in which case the 30-day period shall be extended to cover such additional period during which the County is diligently pursuing corrective action; or

(f) A cessation of operations at the Project by the Company.

Section 5.2 Remedies on Default.

(a) Whenever any Event of Default by the Company shall have occurred and shall be continuing, the County may take any one or more of the following remedial actions:

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(i) terminate the Fee Agreement, upon 60 days’ notice to the Company and any Sponsor;

(ii) take whatever action at law or in equity may appear necessary or desirable to collect the amounts due hereunder. In no event shall the Company be liable to the County or otherwise for monetary damages resulting from the Company’s failure to meet the Act Minimum Investment Requirement, other than as expressly set forth herein; or

(iii) in case of a materially incorrect representation or warranty herein, take such action as is appropriate, including legal action, to recover its damages, to the extent allowed by law.

Although the Company and the County acknowledge that the Project is exempt from ad valorem property taxes, there shall be a lien on the Project for tax purposes as provided in Section 12-44-90 of the Act, and the County and any other taxing entity affected thereby may, without limiting the generality of the foregoing, exercise the remedies provided by general law (Title 12, Chapter 49) and the Act relating to the enforced collection of taxes.

The County’s right to receive Payments-in-Lieu-of-Taxes hereunder shall have a first priority lien status pursuant to Section 12-44-90 of the Act and Chapters 4 and 54 of Title 12 of the Code of Laws of South Carolina, 1976, as amended. In the event the Company should fail to make any of the payments required in this Fee Agreement, the item or installment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and, in the case of the Payments in Lieu of Taxes, subject to the penalties provided by law until paid.

(b) Whenever any Event of Default by the County shall have occurred or shall be continuing, the Company may take one or more of the following actions:

(i) bring an action for specific enforcement;

(ii) terminate the Fee Agreement;

(iii) withhold so much of the payment as is in dispute with the County until such dispute is fully and finally resolved; and/or

(iv) in case of a materially incorrect representation or warranty, take such action as is appropriate, including legal action, to recover its damages, to the extent allowed by law.

Section 5.3 Reimbursement of Legal Fees and Expenses and Other Expenses. Upon the occurrence of an Event of Default hereunder, should a party be required to employ attorneys or incur other reasonable expenses for the collection of payments due hereunder or for the enforcement of performance or observance of any obligation or agreement, the successful party shall be entitled, within 30 days of demand therefor, to reimbursement of the reasonable fees of such attorneys and such other reasonable expenses so incurred in connection therewith.

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ARTICLE VI

MISCELLANEOUS

Section 6.1 Notices. Any notice, election, demand, request, or other communication to be provided under this Fee Agreement shall be effective when delivered to the party named below or when deposited with the United States Postal Service, certified mail, return receipt requested, postage prepaid, addressed as follows (or addressed to such other address as any party shall have previously furnished in writing to the other party), except where the terms hereof require receipt rather than sending of any notice, in which case such provision shall control:

IF TO THE COMPANY: Effingham Pellets LLC Attn: Tax Manager 4930 Planer Road Effingham, SC 29541 WITH A COPY TO: Turner Padget Graham & Laney Attn: Art Justice P.O. Box 5478 Florence, SC 29502 IF TO THE COUNTY: Florence County, South Carolina Attn: County Administrator 180 N. Irby Street, MSC-G Florence, SC 29501-3456 WITH COPIES TO:

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Florence County Attorney 180 N. Irby Street, MSC-G Florence, SC 29501-3456 and Haynsworth Sinkler Boyd, P.A. Attn: Will Johnson P.O. Box 11889 Columbia, SC 29211-1889

Section 6.2 Binding Effect. This Fee Agreement and each document contemplated hereby shall be binding upon and inure to the benefit of the Company, the County, and their respective successors and assigns. In the event of the dissolution of the County or the consolidation of any part of the County with any other political subdivision or the transfer of any rights of the County to any other such political subdivision, all of the covenants, stipulations, promises, and agreements of this Fee Agreement shall bind and inure to the benefit of the successors of the County from time to time and any entity, officer, board, commission, agency, or instrumentality to whom or to which any power or duty of the County has been transferred.

Section 6.3 Counterparts. This Fee Agreement may be executed in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.

Section 6.4 Governing Law. This Fee Agreement and all documents executed in connection herewith shall be construed in accordance with and governed by the laws of the State of South Carolina.

Section 6.5 Headings. The headings of the articles and sections of this Fee Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Fee Agreement.

Section 6.6 Amendments. The provisions of this Fee Agreement may only be modified or amended in writing by any agreement or agreements entered into and executed by both parties.

Section 6.7 Further Assurance. From time to time, and at the expense of the Company and any Sponsor Affiliates, to the extent any expense is incurred, the County agrees to execute and deliver to the Company and any such Sponsor Affiliates such additional instruments as the Company may reasonably request and as are authorized by law and reasonably within the purposes and scope of the Act and Fee Agreement to effectuate the purposes of this Fee Agreement.

Section 6.8 Invalidity; Change in Laws. In the event that the inclusion of property as Economic Development Property or any other issue is unclear under this Fee Agreement, the County hereby expresses its intention that the interpretation of this Fee Agreement shall be in a manner that provides for the broadest inclusion of property under the terms of this Fee

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Agreement and the maximum incentive permissible under the Act, to the extent not inconsistent with any of the explicit terms hereof. If any provision of this Fee Agreement is declared illegal, invalid, or unenforceable for any reason, the remaining provisions hereof shall be unimpaired, and such illegal, invalid, or unenforceable provision shall be reformed to effectuate most closely the legal, valid, and enforceable intent thereof and so as to afford the Company with the maximum benefits to be derived herefrom, it being the intention of the County to offer the Company the strongest inducement possible, within the provisions of the Act, to locate the Project in the County. In case a change in the Act or South Carolina laws eliminates or reduces any of the restrictions or limitations applicable to the Company and the Fee incentive, the parties agree that the County will give expedient and full consideration to reformation of this Fee Agreement, with a view toward providing the Company with the benefits of such change in the Act or South Carolina laws.

The County agrees that in case the FILOT incentive described herein is found to be invalid or otherwise does not provide the Company with the economic benefit it is intended to receive from the County as an inducement to locate in the County, the savings lost as a result of such invalidity will be considered a special source revenue credit or infrastructure improvement credit to the Company (in addition to the Infrastructure Credits explicitly provided for above) to the maximum extent permitted by law, and the County will provide a special source revenue credit or infrastructure improvement credit against all FILOT payments or fee payments made or to be made by the Company equal to the amount that the Company would have saved if the FILOT had been valid, to the maximum extent permitted by law.

Section 6.9 Force Majeure. The Company shall not be responsible for any delays or non-performance caused in whole or in part, directly or indirectly, by strikes, accidents, freight embargoes, fires, floods, inability to obtain materials, conditions arising from governmental orders or regulations, war or national emergency, acts of God, and any other cause, similar or dissimilar, beyond the Company’s reasonable control.

Section 6.10 Termination by Company. The Company is authorized to terminate this Fee Agreement at any time with respect to all or part of the Project upon providing the County with written notice of termination, and such termination shall be effective as of the date determined by the Company; provided, however, that (i) any monetary obligations existing hereunder and due and owing at the time of termination to a party hereto; and (ii) any provisions which are intended to survive termination, shall survive such termination. In the year following the effective date of termination, all property shall be subject to ad valorem taxation or such other taxation or fee in lieu of taxation that would apply absent this Fee Agreement. The Company’s obligation to make fee in lieu of tax payments under this Fee Agreement shall terminate in the year following the effective date of such termination pursuant to this section.

Section 6.11 Entire Understanding. This Fee Agreement expresses the entire understanding and all agreements of the parties hereto with each other with respect to its subject matter, and neither party hereto has made or shall be bound by any agreement or any representation to the other party which is not expressly set forth in this Fee Agreement or in certificates delivered in connection with the execution and delivery hereof.

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Section 6.12 Waiver. Either party may waive compliance by the other party with any term or condition of this Fee Agreement only in a writing signed by the waiving party.

Section 6.13 Business Day. In the event that any action, payment, or notice is, by the terms of this Fee Agreement, required to be taken, made, or given on any day which is a Saturday, Sunday, or legal holiday in the jurisdiction in which the person obligated to act is domiciled, such action, payment, or notice may be taken, made, or given on the following business day with the same effect as if given as required hereby, and no interest shall accrue in the interim.

Section 6.14 Limitation of Liability. Anything herein to the contrary notwithstanding, any financial obligation the County may incur hereunder, including for the payment of money, shall not be deemed to constitute a pecuniary liability or a debt or general obligation of the County; provided, however, that nothing herein shall prevent the Company from enforcing its rights hereunder by suit for mandamus or specific performance.

(Signature Page Follows)

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IN WITNESS WHEREOF, the County, acting by and through the County Council, has caused this Fee Agreement to be executed in its name and behalf by the County Administrator or County Council Chairman and to be attested by the Clerk of the County Council; and the Company has caused this Fee Agreement to be executed by its duly authorized officer, all as of the day and year first above written. FLORENCE COUNTY, SOUTH CAROLINA Signature: Name: Title: ATTEST: Signature: Name: Title: Clerk to County Council EFFINGHAM PELLETS, LLC Signature: Name: Title:

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EXHIBIT A LEGAL DESCRIPTION

Approximately 5.0 acres represented by Tax Map Number 282-01-057

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EXHIBIT B

JOINDER AGREEMENT

Reference is hereby made to (i) that certain Fee Agreement effective August ___, 2020 (“Fee Agreement”), between Florence County, South Carolina (“County”) and ______________ (“Company”). 1. Joinder to Fee Agreement.

The undersigned hereby (a) joins as a party to, and agrees to be bound by and subject to all of the terms and conditions of, the Fee Agreement except the following: ___________________; (b) acknowledges and agrees that (i) in accordance the Fee Agreement, the undersigned has been designated as a Sponsor Affiliate by the Company for purposes of the Project and such designation has been consented to by the County in accordance with the Act (as defined in the Fee Agreement); (ii) the undersigned qualifies or will qualify as a Sponsor Affiliate under the Fee Agreement and Section 12-44-30(20) and Section 12-44-130 of the Act; and (iii) the undersigned shall have all of the rights and obligations of a Sponsor Affiliate as set forth in the Fee Agreement.

2. Capitalized Terms.

All capitalized terms used but not defined in this Joinder Agreement shall have the meanings

set forth in the Fee Agreement.

3. Governing Law.

This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to principles of choice of law.

4. Notice.

Notices under Section 4.1 of the Fee Agreement shall be sent to: [ ] IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement to be

effective as of the date set forth below. _______________ _____________________________________ Date Name of Entity

Signature: ____________________________ Name: ____________________________

Title: ____________________________

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IN WITNESS WHEREOF, the Company consents to the addition of the above-named entity becoming a Sponsor Affiliate under the Fee Agreement effective as of the date set forth above.

Signature: ____________________________ Name: ____________________________ Title: ____________________________

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Sponsor(s) : Economic DevelopmentFirst Reading/Introduction : June 18, 2020 I, ______________________,Committee Referral : N/A Council Clerk, certify that thisCommittee Consideration Date : N/A Ordinance was advertised forCommittee Recommendation : N/A Public Hearing on _________.Public Hearing : August 20, 2020Second Reading : July 16, 2020Third Reading : August 20, 2020Effective Date : August 20, 2020



An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-TaxAgreement By And Between A Company Identified As “Project Embark”EffinghamPellets, LLC (The “Company”) And Florence County, South Carolina (The “County”) ToProvide For The Payment Of Certain Fees In Lieu Of Taxes, The Issuance Of CertainSpecial Source Revenue Credits, And Other Matters Related Thereto.

WHEREAS:

Florence County, South Carolina, a political subdivision of the State of South Carolina1.(the "County"), acting by and through its County Council (the "County Council"), is authorizedand empowered under and pursuant to the provisions of Title 12, Chapter 44, Code of Laws ofSouth Carolina 1976, as amended (the "Act") (i) to enter into agreements with qualifying industryto encourage investment and projects constituting economic development property to which theindustrial development of the State of South Carolina will be promoted by inducing new andexisting manufacturing and commercial enterprises to locate and remain in the State and thusutilize and employ manpower and other resources of the State; and (ii) to covenant with suchindustry to accept certain payments in lieu of ad valorem taxes ("FILOT") with respect to suchinvestment; and

The County is further authorized by Title 4, Chapter 1 of the Code of Laws of South2.Carolina 1976, as amended, including Sections 4-1-170 and 4-1-175 thereof, Section 4-29-68 ofTitle 4, Chapter 29 of the Code of Laws of South Carolina 1976, as amended (collectively, the“Infrastructure Credit Act”), and Article VIII, Section 13 of the South Carolina Constitution toprovide special source revenue credits (“Infrastructure Credits”) against FILOT Payments for thepurpose of defraying certain costs, including, without limitation, the cost of designing, acquiring,constructing, improving, or expanding the infrastructure serving the County or the Project (asdefined below) and for improved and unimproved real estate and personal property, includingmachinery and equipment, used in the operation of a manufacturing facility or commercialenterprise, all to enhance the economic development of the County; and

A company identified under the code name, Project EmbarkEffingham Pellets, LLC, a3.South Carolina limited liability company, likely along with one or more existing, or to-be-formedor acquired subsidiaries, or affiliated or related entities, as Sponsor (collectively, “Company”)

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Ordinance No. 28-2019/20Florence County

and any Sponsor Affiliates (as defined under the Act and the Fee Agreement (defined below))that the Company may designate and have the County approve in accordance with the Act,contingent upon satisfaction of certain commitments made by and on behalf of the County, as setforth herein and to be further set forth in future agreements, to the extent allowed by law, plans toestablish a processing facility in the County through the acquisition, lease, construction andpurchase of certain land, buildings, furnishings, fixtures, apparatuses, and/or equipment (the“Project”), which will result in approximately $5,450,000 in new investment and the creation andmaintenance of 10 new full-time jobs in the County (“Investment”); and

The County adopted an Inducement Resolution on June 18, 2020, and has determined,4.pursuant to the Act, to finalize with the Company a Fee-in-Lieu of Tax Agreement referred tobelow; and

The Company has requested, and the County has agreed: to offer a FILOT arrangement5.and enter into a fee-in-lieu of ad valorem taxes agreement with the Company and, as applicable,any Sponsor Affiliate, the form of which is attached as Exhibit A (“Fee Agreement”), with theprincipal terms as follows: fee in lieu of tax payments utilizing a 6% assessment ratio for aperiod of 30 years for the Project or each component thereof placed in service during the initialinvestment period and any investment period extension to which the County and the Companyagree, a fixed millage rate, and the issuance of special source revenue credits (InfrastructureCredits); and

The Project is competitive in that the Company is considering locations outside of the6.County where the Project could be located.

NOW, THEREFORE, BE IT ORDAINED BY THE FLORENCE COUNTY COUNCILDULY ASSEMBLED THAT:

Section 1. Findings. The County hereby finds and affirms, based on informationprovided by the Company: (i) the Project will benefit the general public welfare of the County byproviding services, employment, recreation or other public benefits not otherwise providedlocally; (ii) the Project gives rise to no pecuniary liability of the County or any incorporatedmunicipality and to no charge against its general credit or taxing power; (iii) the purposes to beaccomplished by the Project are proper governmental and public purposes; and (iv) the benefitsof the Project to the public are greater than the costs to the public; and (v) the Project willprovide a substantial public benefit to the County.

Section 2. Authorization to Execute and Deliver Fee Agreement. The form, terms, andprovisions of the Fee Agreement presented to this meeting and filed with the Clerk to CountyCouncil are hereby approved, and all of the terms, provisions, and conditions thereof are herebyincorporated herein by reference as if the Fee Agreement was set out in this Ordinance in itsentirety. The Chairman of County Council and the Clerk to County Council are herebyauthorized, empowered, and directed to execute, acknowledge, and deliver the Fee Agreement inthe name and on behalf of the County, and thereupon to cause the Fee Agreement to be deliveredto the Company. The Fee Agreement is to be in substantially the form now before this meetingand hereby approved, or with such changes therein as shall not materially adversely affect the

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Ordinance No. 28-2019/20Florence County

rights of the County thereunder and as shall be approved by the officials of the County executingthe same upon the advice of the County Attorney, their execution thereof to constitute conclusiveevidence of their approval of any and all changes or revisions therein from the form of FeeAgreement now before this meeting.

Section 3. No Recapitulation Required. Pursuant to Section 12-44-55(B) of the Act, theCounty hereby agrees that no recapitulation information, as set forth in Section 12-44-55(A) ofthe Act is required to be provided by the Company in the Fee Agreement, or in any otherdocuments or agreements in connection with the fee-in-lieu of tax arrangement between theCompany and the County, so long as the Company shall file a copy of the South CarolinaDepartment of Revenue form PT-443, and any subsequent amendments thereto, and all filingsrequired by the Act with the County after the execution of the Fee Agreement by the County andthe Company.

Section 4. Further Acts. The County Council authorizes the County Administrator,other County staff, and the County Attorney, along with any designees and agents who any ofthese officials deems necessary and proper, in the name of and on behalf of the County (each an“Authorized Individual”), to take whatever further actions, and enter into whatever furtheragreements, as any Authorized Individual deems to be reasonably necessary and prudent to effectthe intent of this Ordinance and induce the Company to locate the Project in the County.

Section 5. General Repealer. All ordinances, resolutions, and parts thereof in conflictherewith are, to the extent of such conflict, hereby repealed.

Section 6. Severability. Should any part, provision, or term of this Ordinance be deemedunconstitutional or otherwise unenforceable by any court of competent jurisdiction, such findingor determination shall not affect the rest and remainder of the Ordinance or any part, provision orterm thereof, all of which is hereby deemed separable.

This Ordinance takes effect and is in full force only after the County Council hasapproved this Ordinance following three readings and a public hearing.


____________________________________ __________________________________Connie Y. Haselden, Clerk to County Council Willard Dorriety, Jr., Chairman

COUNCIL VOTE:_________________________________ OPPOSED:Approved as to Form and Content ABSENT:D. Malloy McEachin, Jr., County Attorney

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By And Between SteelFab, Inc. A Company Identified As “Project Zoolander” (The “Company”)

And Florence County, South Carolina (The “County”) To Provide For The Payment Of Certain

Fees In Lieu Of Taxes, The Issuance Of Certain Special Source Revenue Credits, And Other

Matters Related Thereto.]

OPTIONS:

1. (Recommended) Approve Third Reading Ordinance No. 29-2019/20.


ATTACHMENTS:

1. Proposed Ordinance No. 29-2019/20 (as amended to include company name)

2. Redlined version of Ordinance No. 29-2019/20

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Sponsor(s) : Economic Development First Reading/Introduction : June 18, 2020 I, ______________________, Committee Referral : N/A Council Clerk, certify that this Committee Consideration Date : N/A Ordinance was advertised for Committee Recommendation : N/A Public Hearing on _________. Second Reading : July 16, 2020 Public Hearing : August 20, 2020 Third Reading : August 20, 2020 Effective Date : Immediately



An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-Tax Agreement By And Between SteelFab Inc. Of South Carolina (The “Company”) And Florence County, South Carolina (The “County”) To Provide For The Payment Of Certain Fees In Lieu Of Taxes, The Issuance Of Certain Special Source Revenue Credits, And Other Matters Related Thereto.

WHEREAS:

1. Florence County, South Carolina, a political subdivision of the State of South Carolina(the "County"), acting by and through its County Council (the "County Council"), is authorizedand empowered under and pursuant to the provisions of Title 12, Chapter 44, Code of Laws ofSouth Carolina 1976, as amended (the "Act") (i) to enter into agreements with qualifyingindustry to encourage investment and projects constituting economic development property towhich the industrial development of the State of South Carolina will be promoted by inducingnew and existing manufacturing and commercial enterprises to locate and remain in the State andthus utilize and employ manpower and other resources of the State; and (ii) to covenant withsuch industry to accept certain payments in lieu of ad valorem taxes ("FILOT") with respect tosuch investment; and

2. The County is further authorized by Title 4, Chapter 1 of the Code of Laws of SouthCarolina 1976, as amended, including Sections 4-1-170 and 4-1-175 thereof, Section 4-29-68 ofTitle 4, Chapter 29 of the Code of Laws of South Carolina 1976, as amended (collectively, the“Infrastructure Credit Act”), and Article VIII, Section 13 of the South Carolina Constitution toprovide special source revenue credits (“Infrastructure Credits”) against FILOT Payments for thepurpose of defraying certain costs, including, without limitation, the cost of designing, acquiring,constructing, improving, or expanding the infrastructure serving the County or the Project (asdefined below) and for improved and unimproved real estate and personal property, includingmachinery and equipment, used in the operation of a manufacturing facility or commercialenterprise, all to enhance the economic development of the County; and

3. SteelFab Inc. of South Carolina, a South Carolina corporation, likely along with one ormore existing, or to-be-formed or acquired subsidiaries, or affiliated or related entities, asSponsor (collectively, “Company”) and any Sponsor Affiliates (as defined under the Act and the

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Fee Agreement (defined below)) that the Company may designate and have the County approve in accordance with the Act, contingent upon satisfaction of certain commitments made by and on behalf of the County, as set forth herein and to be further set forth in future agreements, to the extent allowed by law, plans to expand a manufacturing facility in the County through the acquisition, lease, construction and purchase of certain land, buildings, furnishings, fixtures, apparatuses, and/or equipment (the “Project”), which will result in approximately $5,057,000 in new investment and the creation and maintenance of 28 new full-time jobs in the County (“Investment”); and 4. The County adopted an Inducement Resolution on June 18, 2020, and has determined, pursuant to the Act, to finalize with the Company a Fee-in-Lieu of Tax Agreement referred to below; and 5. The Company has requested, and the County has agreed: to offer a FILOT arrangement and enter into a fee-in-lieu of ad valorem taxes agreement with the Company and, as applicable, any Sponsor Affiliate, the form of which is attached as Exhibit A (“Fee Agreement”), with the principal terms as follows: fee in lieu of tax payments utilizing a 6% assessment ratio for a period of 30 years for the Project or each component thereof placed in service during the initial investment period and any investment period extension to which the County and the Company agree, a fixed millage rate, and the issuance of special source revenue credits (Infrastructure Credits); and 6. The Project is competitive in that the Company is considering locations outside of the County where the Project could be located. NOW, THEREFORE, BE IT ORDAINED BY THE FLORENCE COUNTY COUNCIL DULY ASSEMBLED THAT: Section 1. Findings. The County hereby finds and affirms, based on information provided by the Company: (i) the Project will benefit the general public welfare of the County by providing services, employment, recreation or other public benefits not otherwise provided locally; (ii) the Project gives rise to no pecuniary liability of the County or any incorporated municipality and to no charge against its general credit or taxing power; (iii) the purposes to be accomplished by the Project are proper governmental and public purposes; and (iv) the benefits of the Project to the public are greater than the costs to the public; and (v) the Project will provide a substantial public benefit to the County. Section 2. Authorization to Execute and Deliver Fee Agreement. The form, terms, and provisions of the Fee Agreement presented to this meeting and filed with the Clerk to County Council are hereby approved, and all of the terms, provisions, and conditions thereof are hereby incorporated herein by reference as if the Fee Agreement was set out in this Ordinance in its entirety. The Chairman of County Council and the Clerk to County Council are hereby authorized, empowered, and directed to execute, acknowledge, and deliver the Fee Agreement in the name and on behalf of the County, and thereupon to cause the Fee Agreement to be delivered to the Company. The Fee Agreement is to be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall not materially adversely affect the

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rights of the County thereunder and as shall be approved by the officials of the County executing the same upon the advice of the County Attorney, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Fee Agreement now before this meeting.

Section 3. No Recapitulation Required. Pursuant to Section 12-44-55(B) of the Act, the County hereby agrees that no recapitulation information, as set forth in Section 12-44-55(A) of the Act is required to be provided by the Company in the Fee Agreement, or in any other documents or agreements in connection with the fee-in-lieu of tax arrangement between the Company and the County, so long as the Company shall file a copy of the South Carolina Department of Revenue form PT-443, and any subsequent amendments thereto, and all filings required by the Act with the County after the execution of the Fee Agreement by the County and the Company.

Section 4. Further Acts. The County Council authorizes the County Administrator, other County staff, and the County Attorney, along with any designees and agents who any of these officials deems necessary and proper, in the name of and on behalf of the County (each an “Authorized Individual”), to take whatever further actions, and enter into whatever further agreements, as any Authorized Individual deems to be reasonably necessary and prudent to effect the intent of this Ordinance and induce the Company to locate the Project in the County.

Section 5. General Repealer. All ordinances, resolutions, and parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed.

Section 6. Severability. Should any part, provision, or term of this Ordinance be deemed unconstitutional or otherwise unenforceable by any court of competent jurisdiction, such finding or determination shall not affect the rest and remainder of the Ordinance or any part, provision or term thereof, all of which is hereby deemed separable.

This Ordinance takes effect and is in full force only after the County Council has approved this Ordinance following three readings and a public hearing.


____________________________________ __________________________________ Connie Y. Haselden, Clerk to County Council Willard Dorriety, Jr., Chairman

COUNCIL VOTE: _________________________________ OPPOSED: Approved as to Form and Content ABSENT: D. Malloy McEachin, Jr., County Attorney

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FEE AGREEMENT

Between


and

STEELFAB INC. OF SOUTH CAROLINA

Dated as of August __, 2020 draft

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RECAPITULATION OF CONTENTS OF FEE AGREEMENT PURSUANT TO S.C. CODE §12-44-55(A)

The parties have agreed to waive this requirement pursuant to S.C. Code Ann. § 12-44-55(B).

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FEE AGREEMENT

THIS FEE AGREEMENT (the “Fee Agreement”) is made and entered into as of August __, 2020 by and between FLORENCE COUNTY, SOUTH CAROLINA (the “County”), a body politic and corporate and a political subdivision of the State of South Carolina (the “State”), acting by and through the Florence County Council (the “County Council”) as the governing body of the County, and SteelFab Inc. of South Carolina, a South Carolina corporation organized and existing under the laws of the State of South Carolina (the “Company”).

RECITALS

1. Title 12, Chapter 44, Code of Laws of South Carolina, 1976, as amended (the “Act”) authorizes the County (i) to induce industries to locate in the State; (ii) to encourage industries now located in the State to expand their investments and thus make use of and employ manpower, products, and other resources of the State; and (iii) to enter into a fee agreement with entities meeting the requirements of such Act, which identifies certain property of such entities as economic development property.

2. The County is authorized by Title 4, Chapter 1 of the Code of Laws of South Carolina 1976, as amended, including Sections 4-1-170 and 4-1-175 thereof, Section 4-29-68 of Title 4, Chapter 29 of the Code of Laws of South Carolina 1976, as amended (collectively, the “Infrastructure Credit Act” or sometimes, along with the Act, referred to herein as the “Act”), and Article VIII, Section 13 of the South Carolina Constitution to provide special source revenue credits (“Infrastructure Credits”) against FILOT Payments for the purpose of defraying certain costs, including, without limitation, the cost of designing, acquiring, constructing, improving, or expanding the infrastructure serving the County or the Project (as defined below) and for improved and unimproved real estate and personal property, including machinery and equipment, used in the operation of a manufacturing facility or commercial enterprise, all to enhance the economic development of the County.

3. Pursuant to Section 12-44-40(I)(1) of the Act, the County finds that: (a) the Project (as defined herein) is anticipated to benefit the general public welfare of the County by providing services, employment, recreation, or other public benefits not otherwise adequately provided locally; (b) the Project gives rise to no pecuniary liability of the County or any incorporated municipality and to no charge against its general credit or taxing power; (c) the purposes to be accomplished by the Project are proper governmental and public purposes; and (d) the benefits of the Project are greater than the costs.

4. The County Council has evaluated the Project based on all relevant criteria that include, but are not limited to, the purposes the Project is to accomplish, the anticipated dollar amount and nature of the investment, and the anticipated costs and benefits to the County.

5. The County Council adopted an Inducement Resolution on June 18, 2020 (the “Resolution”).

6. An Ordinance that the County Council adopted contemporaneously with the date of this Fee Agreement (the “Fee Ordinance”) authorizes the County and the Company to enter

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into a Fee Agreement that classifies the Project as Economic Development Property under the Act and provides for the payment of fees in lieu of taxes and for special source revenue credits (Infrastructure Credits), all as further described herein.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the respective representations and agreements hereinafter contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Rules of Construction; Defined Terms. The terms that this section defines shall for all purposes of this Fee Agreement have the meanings herein specified, unless the context clearly requires otherwise:

“Act” shall mean Title 12, Chapter 44, Code of Laws of South Carolina, 1976, as amended, and all future acts successor or supplemental thereto or amendatory thereof.

“Act Minimum Investment Requirement” shall mean an investment of at least $2,500,000 by the Company and any Sponsors and Sponsor Affiliates of property within the Investment Period, provided, however, that in the event of a reduction of the minimum investment level in Section 12-44-30(14) or any successor section by legislative action, then the Act Minimum Investment Requirement shall equal such reduced amount. In the case of manufacturing, research and development, corporate office, or distribution facility, each Sponsor or Sponsor Affiliate is not required to invest the Act Minimum Investment Requirement amount if the total investment at the Project exceeds five million dollars.

“Clawback Minimum Requirements” shall mean an investment of at least $5,057,000 in property subject to ad valorem taxation (in the absence of this Fee Agreement and/or an Industrial Development Park) by the Company and any Sponsors and the creation of at least 28 new, full time jobs by the Company.

“Commencement Date” shall mean the last day of the property tax year during which the Project or the first Phase thereof is placed in service, which date must not be later than the last day of the property tax year which is three years from the year in which the County and the Company enter into this Fee Agreement.

“Company” shall mean SteelFab Inc. of South Carolina, and any surviving, resulting, or transferee entity in any merger, consolidation, or transfer of assets; or any other person or entity which may succeed to the rights and duties of the Company.

“County” shall mean Florence County, South Carolina, a body politic and corporate and a political subdivision of the State of South Carolina, its successors and assigns, acting by and through the County Council as the governing body of the County.

“County Council” shall mean the Florence County Council, the governing body of the County.

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“Department” or “SCDOR” shall mean the South Carolina Department of Revenue.

“Diminution in Value” in respect of the Project or any Phase of the Project shall mean any reduction in the value using the original fair market value (without regard to depreciation) as determined in Step 1 of Section 4.1(a) of this Fee Agreement, of the items which constitute a part of the Project or such Phase and which are subject to FILOT payments which may be caused by (i) the Company’s removal and/or disposal of equipment pursuant to Section 4.6 of this Fee Agreement; (ii) a casualty to the Project, such Phase of the Project, or any part thereof, described in Section 4.7 of this Fee Agreement; or (iii) a condemnation of the Project, such Phase of the Project, or any part thereof, described in Section 4.8 of this Fee Agreement.

“Economic Development Property” shall mean those items of real and tangible personal property of the Project which are eligible for inclusion as economic development property under the Act, selected and identified by the Company in its annual filing of a SCDOR PT-300S or comparable form with the Department (as such filing may be amended from time to time) for each year within the Investment Period.

“Equipment” shall mean all of the machinery, equipment, furniture, office equipment, and fixtures, together with any and all additions, accessions, replacements, and substitutions thereto or therefor used or to be used in the County by the Company for the purposes described in Section 2.2(b) hereof, provided, however, that repairs, alterations, or modifications to personal property which is not economic development property or property subject to a fee in lieu of taxes prior to this Fee Agreement, are not eligible to become Economic Development Property, except for modifications which constitute an expansion of existing real property improvements.

“Event of Default” shall mean any event of default specified in Section 5.1 of this Fee Agreement.

“Exemption Period” shall mean the period beginning on the first day of the property tax year after the property tax year in which an applicable piece of Economic Development Property is placed in service and ending on the Termination Date. In case there are Phases of the Project, the Exemption Period applies to each year’s investment made during the Investment Period.

“Fee,” “Fee in Lieu of Taxes,” “FILOT,” or “Payments in Lieu of Taxes” shall mean the amount paid or to be paid in lieu of ad valorem property taxes as provided herein.

“Fee Agreement” shall mean this Fee Agreement.

“Fee Term” shall mean the period from the date of this Fee Agreement until the Termination Date.

“Improvements” shall mean all improvements to the Real Property, including buildings, building additions, roads, sewer lines, and infrastructure, together with any and all additions, fixtures, accessions, replacements, and substitutions thereto or therefor used or to be used in the County for the purposes described in Section 2.2(b) hereof; provided, however, that repairs, alterations, or modifications to real property which is not economic development property or property subject to a fee in lieu of taxes prior to this Fee Agreement, are not eligible to become Economic Development Property, except for modifications which constitute an expansion of

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existing real property improvements and except as otherwise permitted by Section 12-44-110 of the Act.

“Industrial Development Park” shall mean an industrial or business park created pursuant to the MCIP Act.

“Infrastructure” shall mean infrastructure serving the Project, including the Improvements, to the extent that the MCIP Act permits, provided that Infrastructure shall first be deemed to include real property and infrastructure improvements prior to including any personal property, notwithstanding any presumptions to the contrary in the Act or otherwise. “Infrastructure Credit” shall mean the annual infrastructure credit provided to the Company pursuant to the MCIP Act and Section 4.1(c) hereof, with respect to the Infrastructure.

“Investment Period” shall mean the period beginning with the first day of any purchase or acquisition of Economic Development Property and ending five years after the Commencement Date, provided that the Company and the County may agree to a later date pursuant to Section 12-44-30(13) of the Act.

“MCIP Act” shall mean Article VIII, Section 13(D) of the Constitution of the State of South Carolina, Sections 4-1-170, 4-1-172, and 4-1-175 of the Code of Laws of South Carolina, 1976, as amended, and Section 4-29-68 of the Code of Laws of South Carolina, 1976, as amended.

“Phase” or “Phases” in respect of the Project shall mean that the Equipment, Improvements, and/or Real Property of the Project are placed in service during more than one year in the Investment Period, and the word “Phase” shall therefore refer to the applicable portion of the Project placed in service in a given year in the Investment Period.

“Project” shall mean all the Equipment, Improvements, and/or Real Property in the County that the Company determines to be necessary, suitable, or useful for the purposes that Section 2.2(b) describes, and first placed in service in calendar year 2020 or thereafter. The Project shall not include existing buildings and improvements on the Real Property, as of the date of the commencement of the Project by the Company, and any machinery and equipment which have previously been subject to South Carolina ad valorem taxation, except as expressly permitted by Section 12-44-110 of the Act.

“Real Property” shall mean real property that the Company uses or will use in the County for the purposes that Section 2.2(b) describes, and initially consisting of the land identified on Exhibit A hereto, together with all and singular the rights, members, hereditaments, and appurtenances belonging or in any way incident or appertaining thereto, and any improvements located thereon.

“Removed Components” shall mean the following types of components or Phases of the Project or portions thereof which are subject to FILOT payments, all of which the Company shall be entitled to remove from the Project with the result that the same shall no longer be subject to the terms of the Fee Agreement: (a) components or Phases of the Project or portions thereof

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which the Company, in its sole discretion, determines to be inadequate, obsolete, worn-out, uneconomic, damaged, unsuitable, undesirable, or unnecessary pursuant to Section 4.6 hereof or otherwise; or (b) components or Phases of the Project or portions thereof which the Company in its sole discretion, elects to be treated as removed pursuant to Section 4.7(c) or Section 4.8(b)(iii) of this Fee Agreement.

“Replacement Property” shall mean any property which is placed in service as a replacement for any item of Equipment, any Improvement, or any Real Property previously subject to this Fee Agreement regardless of whether such property serves the same functions as the property it is replacing and regardless of whether more than one piece of property replaces any item of Equipment, any Improvement, or any Real Property, to the fullest extent that the Act permits.

“Sponsor” shall mean the Company, one or more entities which signs the Fee Agreement with the County or that joins with or is an affiliate of the Company and that participates in the investment in, or financing of, the Project and which meets the requirements under the Act to be entitled to the benefits of this Fee Agreement with respect to its participation in the Project. The term shall also include any “Sponsor Affiliate” as described in Section 12-44-30(20) of the Act, provided that the Company and Sponsor Affiliate must sign and return a Joinder Agreement in the form attached hereto as Exhibit B to the Company in order for the Sponsor Affiliate to be eligible for the benefits of this Fee Agreement.

“Streamlined FILOT Act” shall mean Title 4, Chapter 12 of the Code of Laws of South Carolina, 1976, as amended.

“Termination Date” shall mean in case the entire Project is placed in service in one year, the end of the last day of the property tax year which is the 29th year following the first property tax year in which the entire Project is placed in service, or in case there are Phases of the Project, the Termination Date shall mean with respect to each Phase of the Project the end of the last day of the property tax year which is the 29th year following the first property tax year in which such Phase of the Project is placed in service, provided, that the intention of the parties is that the Company will make at least 30 annual FILOT payments under Article IV hereof with respect to each Phase of the Project and provided further, that if this Fee Agreement is terminated earlier in accordance with the terms hereof, the Termination Date is the date of such termination.

Section 1.2 Any reference to any agreement or document in this Article I or otherwise in this Fee Agreement (including its exhibits) shall include any and all amendments, supplements, addenda, and modifications to such agreement or document.

Section 1.3 The term “investment” or “invest” as used herein shall include not only investments made by the Company or a Sponsor, but also to the fullest extent permitted by law, those investments made by or for the benefit of the Company in connection with the Project through federal, state, or local grants, to the extent such investments are subject to ad valorem taxes or FILOT payments by the Company.

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ARTICLE II

REPRESENTATIONS, WARRANTIES, AND AGREEMENTS

Section 2.1 Representations, Warranties, and Agreements of the County. The County hereby represents, warrants, and agrees as follows:

(a) The County is a body politic and corporate and a political subdivision of the State and acts through the County Council as its governing body. The Act authorizes and empowers the County to enter into the transactions that this Fee Agreement contemplates and to carry out its obligations hereunder. The County has duly authorized the execution and delivery of this Fee Agreement and any and all other agreements described herein or therein and has obtained all consents from third parties and taken all actions necessary or that the law requires to fulfill its obligations hereunder.

(b) Based upon representations by the Company, the Project constitutes a “project” within the meaning of the Act, and the County is a County that the Act authorizes to enter into fee in lieu of tax agreements with companies that satisfy the Act Minimum Investment Requirement within the County.

(c) The County has agreed that each item of real and tangible personal property comprising the Project which is eligible to be economic development property under the Act and that the Company selects shall be considered Economic Development Property and is thereby exempt from ad valorem taxation in South Carolina.

(d) The millage rate in Section 4.1 hereof is the lowest millage rate permissible under the Act, as provided under Section 12-44-50(A)(1)(d) of the Act.

(e) The County will not be in default in any of its obligations (contractual or otherwise), including any violation of its statutory debt limit, as a result of entering into and performing under this Fee Agreement and/or as a result of creating an Industrial Development Park encompassing the Project.

(f) The County will take all reasonable action to include the Project in an Industrial Development Park if requested by the Company.

(g) No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the County are pending or threatened against or affecting the County in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Fee Agreement or which could, in any way, adversely affect the validity or enforceability of this Fee Agreement.

(h) The Company is relying upon the enforceability of this Fee Agreement, and the financial benefits it promises, in making a major financial investment in the County, and but for this Fee Agreement the Company would not locate in the County.

Section 2.2 Representations, Warranties, and Agreements of the Company. The Company hereby represents, warrants, and agrees as follows:

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(a) The Company is duly authorized to transact business in the State of South Carolina, has power to enter into this Fee Agreement, and has duly authorized the execution and delivery of this Fee Agreement.

(b) The Company intends to operate the Project as a “project” within the meaning of the Act as in effect on the date hereof. The Company intends to operate the Project as a processing facility, and for such other purposes that the Act permits as the Company may deem appropriate.

(c) The Company will use commercially reasonable efforts to ensure that its total capital investment will equal or exceed the Act Minimum Investment Requirement and that it satisfies the Clawback Minimum Requirements.

(d) The availability of the payment in lieu of taxes with regard to the Economic Development Property authorized by the Act has induced the Company to undertake the Project in the County.

ARTICLE III

COMMENCEMENT AND COMPLETION OF THE PROJECT

Section 3.1 The Project. The Company intends to invest in Equipment, Improvements, and/or Real Property, which together comprise the Project and which are anticipated to create at least the Act Minimum Investment Requirement in eligible Economic Development Property investment subject to Payments in Lieu of Taxes in the County.

The parties hereto agree that, to the extent that applicable law allows or is revised or construed to allow the benefits of the Act, in the form of FILOT Payments to be made under Article IV hereof, to be applicable to leased assets including, but not limited to a building and/or personal property to be installed in the buildings and leased to but not purchased by the Company from one or more Sponsors under any form of lease, then such property shall, at the election of the Company, be subject to FILOT Payments to the same extent as the Company’s assets covered by this Fee Agreement, subject, at all times, to the requirement of such applicable law. The parties hereto further agree that this Fee Agreement may be interpreted or modified as may be necessary or appropriate in order to give proper application of this Fee Agreement to such tangible property without such construction or modification constituting an amendment to this Fee Agreement, and thus not requiring any additional action by the County Council. The County Administrator, after consulting with the County Attorney, shall be and hereby is authorized to make such modifications, if any, as may be necessary or appropriate in connection therewith. Such leased property shall constitute a part of the Project for all purposes of this Fee Agreement, including the calculation of the Clawback Minimum Requirements, removal, replacement, and termination, and such Sponsor shall be deemed to be a party to this Fee Agreement provided, however, that no Sponsor shall be liable for any payments pursuant to Section 4.2(b) hereof, which shall remain the Company’s liability.

Pursuant to the Act and subject to Section 4.2 hereof, the Company and the County hereby agree that the Company shall identify annually those assets which are eligible for FILOT

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payments under the Act and which the Company (or any other Sponsor) selects for such treatment by listing such assets on the applicable schedule in its annual PT-300 form (or comparable form) to be filed with the Department (as such may be amended from time to time) and that by listing such assets, such assets shall automatically become Economic Development Property and therefore be exempt from all ad valorem taxation during the Exemption Period. Anything contained in this Fee Agreement to the contrary notwithstanding, the Company shall not be obligated to complete the acquisition of the Project. However, if the Company does not meet the Act Minimum Investment Requirement, this Fee Agreement shall be terminated as provided in Section 4.2 hereof.

Any entity that is added as a Sponsor Affiliate to this Fee Agreement by the delivery of a Joinder Agreement in the form attached hereto as Exhibit B shall be entitled to the same rights and benefits of the Company under the Fee Agreement with respect to its investments in the Project.

Section 3.2 Filings and Reports.

(a) Each year during the term of the Fee Agreement, the Company shall deliver to the County, the County Auditor, the County Assessor, and the County Treasurer, a copy of its most recent annual filings with the Department with respect to the Project, not later than 30 days following delivery thereof to the Department.

(b) The Company shall cause a copy of this Fee Agreement, as well as a copy of the completed Form PT-443 of the Department, to be filed with the County Auditor and the County Assessor of the County and any partner county, when the Project is placed in an Industrial Development Park, and the Department within 30 days after the date of execution and delivery hereof by all parties hereto.

ARTICLE IV

PAYMENTS IN LIEU OF TAXES

Section 4.1 Negotiated Payments.

(a) Pursuant to Section 12-44-50 of the Act, the Company and any Sponsor are required to make payments in lieu of ad valorem taxes to the County with respect to the Economic Development Property. Inasmuch as the Company anticipates an initial investment of sums sufficient for the Project to qualify for a fee in lieu of tax arrangement under the Act, the County and the Company have negotiated the amount of the FILOT Payments in accordance therewith. The Company and any Sponsor shall make FILOT Payments on all Economic Development Property which comprises the Project and is placed in service, as follows: the Company (or Sponsor, as applicable) shall make FILOT Payments during the Exemption Period with respect to the Economic Development Property or, if there are Phases of the Economic Development Property, with respect to each Phase of the Economic Development Property, said payments to be made annually and to be due and payable and subject to penalty assessments on the same dates and in the same manner as prescribed by the County for ad valorem taxes. The

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determination of the amount of such annual FILOT Payments shall be in accordance with the following procedure (subject, in any event, to the procedures that the Act requires):

Step 1: Determine the fair market value of the Economic Development Property (or Phase of the Economic Development Property) placed in service during the Exemption Period using original income tax basis for State income tax purposes for any Real Property and Improvements without regard to depreciation (provided, the fair market value of real property, as the Act defines such term, that the Company or Sponsor obtains by construction or purchase in an arms-length transaction is equal to the original income tax basis, and otherwise, the determination of the fair market value is by appraisal) and original income tax basis for State income tax purposes for any personal property less depreciation for each year allowable for property tax purposes, except that no extraordinary obsolescence shall be allowable. The fair market value of the Real Property for the first year of the Fee Term remains the fair market value of the Real Property for the life of the Fee Term. The determination of these values shall take into account all applicable property tax exemptions that State law would allow to the Company or Sponsor if the property were taxable, except those exemptions that Section 12-44-50(A)(2) of the Act specifically disallows.

Step 2: Apply an assessment ratio of six percent (6%) to the fair market value in Step 1 to establish the taxable value of the Economic Development Property (or each Phase of the Economic Development Property) in the year it is placed in service and in each of the 29 years thereafter or such longer period of years in which the Act permits the Company or Sponsor to make annual fee payments.

Step 3: Use a fixed millage rate equal to the lowest millage rate permissible under the Act, which the parties mutually understand to be the millage rate in effect on June 30, 2019, which is 361.5 mills, as Section 12-44-50(A)(1)(d) of the Act provides, during the Exemption Period against the taxable value to determine the amount of the Payments in Lieu of Taxes due during the Exemption Period on the payment dates that the County prescribes for such payments or such longer period of years in which the Act permits the Company or Sponsor to make annual fee payments.

The Company and the County hereby agree that the Company may request, and the County shall give due consideration to such request, to have any real property valued at fair market value as provided in Section 12-44-50(A)(1)(c)(i) of the Act. Any such election shall be evidenced by an amendment to this Fee Agreement.

(b) The FILOT Payments shall be in lieu of all ad valorem tax payments and any other charges that would have appeared on the property tax bills otherwise generated by the County in the absence of this Fee Agreement.

In the event that a final order of a court of competent jurisdiction or an agreement of the parties determines that the calculation of the minimum FILOT Payment applicable to this transaction is to be other than by the procedure herein, the payment shall be reset at the minimum permitted level so determined.

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Subject to Section 6.8 hereof, in the event that a final order of a court of competent jurisdiction from which no further appeal is allowable declares the Act and/or the herein-described Payments in Lieu of Taxes invalid or unenforceable, in whole or in part, for any reason, the parties express their intentions to reform such payments so as to effectuate most closely the intent hereof and so as to afford the Company with the benefits to be derived herefrom, the intention of the County being to offer the Company a strong inducement to locate the Project in the County. If the Economic Development Property is deemed to be subject to ad valorem taxation, this Fee Agreement shall terminate, and the Company shall pay the County regular ad valorem taxes from the date of termination, but with appropriate reductions equivalent to all tax exemptions which are afforded to the Company. Any amount determined to be due and owing to the County from the Company, with respect to a year or years for which the Company previously remitted Payments in Lieu of Taxes to the County hereunder, shall (i) take into account all applicable tax exemptions to which the Company would be entitled if the Economic Development Property was not and had not been Economic Development Property under the Act; and (ii) be reduced by the total amount of Payments in Lieu of Taxes the Company had made with respect to the Project pursuant to the terms hereof. Notwithstanding anything contained herein to the contrary, neither the Company nor any successor in title or interest shall be required to pay FILOT payments and ad valorem taxes for the same property over the same period in question.

(c) The County agrees that all qualifying capital expenses of the Company during the Investment Period shall qualify for Infrastructure Credits equal to 25% of the first through tenth FILOT payments due under this Agreement and 15% of the eleventh through thirtieth FILOT payments due under this Agreement. The Infrastructure Credits shall be applied as a setoff against the FILOT owed for the then current year.

(d) To the extent permitted by law, the Infrastructure Credits are deemed to reimburse the Company first for any infrastructure expenditures related to real property necessary to serve the Project, thereby avoiding the application of the recapture provisions in Section 4-29-68(A)(2)(ii)(a) of the Code.

Section 4.2 Failure to Achieve Act Minimum Investment Requirement.

(a) In the event that the cost of the Economic Development Property (without regard to depreciation) that the Company acquires does not reach the Act Minimum Investment Requirement by the end of the Investment Period, this Fee Agreement shall terminate as to such entity failing to meet the minimum investment level. In such event, the Company shall pay the County an amount (the “Additional Payment”) pursuant to the Act which is equal to the excess, if any, of (i) the total amount of ad valorem taxes as would result from taxes levied on the Project by the County, municipality or municipalities, school district or school districts, and other political units as if the items of property comprising the Economic Development Property were not Economic Development Property, but with appropriate reductions equivalent to all tax exemptions and abatements to which the Company would be entitled in such a case, through and including the end of the Investment Period, over (ii) the total amount of FILOT payments the Company has made with respect to the Economic Development Property through and including the end of the Investment Period. Any amounts determined to be owing pursuant to the foregoing sentence shall be subject to the minimum amount of interest that the Act may require.

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(b) If the Company fails to meet and maintain the Clawback Minimum Requirements as of the end of the Investment Period, the Company shall be obligated to repay a prorated portion of the Infrastructure Credits provided under Section 4.1(c) hereof, with such prorated portion to be calculated by determining the average achievement percentage of the job and investment requirements (as compared to the Clawback Minimum Requirements) as of the last day of the Investment Period with computations for the achievement percentages rounded up to the nearest tenth decimal place and the resulting prorated repayment percentage amount rounded down to the nearest tenth decimal place. Investment shall be measured based on gross cost without regard to depreciation. Subject to the foregoing prorated repayment requirement, this Fee Agreement shall continue in effect and the Company may, in its discretion, continue to pay the Fee in Lieu of Taxes and receive Infrastructure Credits, as provided in this Fee Agreement, even in the event of such failure to meet and maintain the Clawback Minimum Requirements.

For example, and by way of example only, if the Company has created and maintained an investment of $4,045,600 and created and maintained 21 new, full-time jobs as of the last day of the Investment Period, and if the Company had received $100,000 in Infrastructure Credits, the Company’s pro rata repayment obligation would be 22.5% of the Infrastructure Credits received to date, calculated as follows:

Investment Achievement Percentage = $4,045,600 / $5,057,000 = 80%

Jobs Achievement Percentage = 21 / 28 = 75%

Overall Achievement Percentage = (80% + 75%) / 2 = 77.5%

Prorated Repayment Percentage = 100% - 77.5% = 22.5%

Repayment Amount = $100,000 x 22.5% = $22,500

The Infrastructure Credits for future years shall be reduced by the Prorated Repayment Percentage as well, provided if the Prorated Repayment Percentage in any future years is more than 10% above or below the Prorated Repayment Percentage as of the end of the Investment Period (or later period, if adjusted), either the Company or the County may elect to recalculate the Prorated Repayment Percentage, which shall apply from that point forward unless again reset pursuant to this paragraph.

(c) Any amounts due to the County under Section 4.2(a) or 4.2(b) shall be paid within ninety (90) days following written notice thereof from the County to the Company.

(d) The remedies stated in this Section 4.2 shall be the County’s sole remedies for the Company’s failure to meet any required investment or job creation level.

(e) For purposes of Section 4.2(b), if the Investment Achievement Percentage or Jobs Achievement Percentage is between 90% and 100% for any applicable measurement date, such percentage shall be deemed to be 100%. For example, and by way of example only, if the Investment Achievement Percentage is 100% and the Jobs Achievement Percentage is 94% as of the end of the Investment Period, then in such case, the Jobs Achievement Percentage shall be deemed to be 100%, and no repayment obligation would apply at such time.

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(f) The investments and job creation of the Company and any applicable Sponsor Affiliate shall be considered on an aggregate basis for purposes of this Section 4.2, subject to the requirements set forth in Section 12-44-30(19) of the Act.

Section 4.3 Payments in Lieu of Taxes on Replacement Property. If the Company elects to replace any Removed Components and to substitute such Removed Components with Replacement Property as a part of the Economic Development Property, or the Company otherwise utilizes Replacement Property, then, pursuant and subject to Section 12-44-60 of the Act, the Company shall make statutory payments in lieu of ad valorem taxes with regard to such Replacement Property in accordance with the following:

(i) Replacement Property does not have to serve the same function as the Economic Development Property it is replacing. Replacement Property is deemed to replace the oldest Economic Development Property subject to the Fee, whether real or personal, which is disposed of in the same property tax year in which the Replacement Property is placed in service. Replacement Property qualifies as Economic Development Property only to the extent of the original income tax basis of Economic Development Property which is being disposed of in the same property tax year. More than one piece of property can replace a single piece of Economic Development Property. To the extent that the income tax basis of the Replacement Property exceeds the original income tax basis of the Economic Development Property which it is replacing, the excess amount is subject to annual payments calculated as if the exemption for Economic Development Property were not allowable. Replacement Property is entitled to treatment under the Fee Agreement for the period of time remaining during the Exemption Period for the Economic Development Property which it is replacing; and

(ii) The new Replacement Property which qualifies for the Fee shall be recorded using its income tax basis, and the calculation of the Fee shall utilize the millage rate and assessment ratio in effect with regard to the original property subject to the Fee.

Section 4.4 Reductions in Payments of Taxes Upon Removal, Condemnation, or Casualty. In the event of a Diminution in Value of the Economic Development Property or any Phase of the Economic Development Property, the Payment in Lieu of Taxes with regard to the Economic Development Property or that Phase of the Economic Development Property shall be reduced in the same proportion as the amount of such Diminution in Value bears to the original fair market value of the Economic Development Property or that Phase of the Economic Development Property as determined pursuant to Step 1 of Section 4.1(a) hereof; provided, however, that if at any time subsequent to the end of the Investment Period, the total value of the Project based on the original income tax basis of the Equipment, Real Property, and Improvements contained therein, without deduction for depreciation, is less than the Act Minimum Investment Requirement, beginning with the first payment thereafter due hereunder and continuing until the end of the Fee Term, the Company shall no longer be entitled to the incentive provided in Section 4.1, and the Company shall therefore commence to pay regular ad valorem taxes on the Economic Development Property part of the Project. However, the

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Company will not be required to make any clawback payments related to this Fee Agreement or other retroactive payment such as the Additional Payment under Section 4.2.

Section 4.5 Place of Payments in Lieu of Taxes. The Company shall make the above-described Payments in Lieu of Taxes directly to the County in accordance with applicable law.

Section 4.6 Removal of Economic Development Property. Subject, always, to the other terms and provisions hereof, the Company shall be entitled to remove and dispose of components or Phases of the Project from the Project in its sole discretion with the result that said components or Phases shall no longer be considered a part of the Project and, to the extent such constitute Economic Development Property, shall no longer be subject to the terms of this Fee Agreement to the fullest extent allowed by the Act, as amended. Economic Development Property is disposed of only when it is scrapped or sold or it is removed from the Project. If it is removed from the Project, it is subject to ad valorem property taxes to the extent the Property remains in the State and is otherwise subject to ad valorem property taxes.

Section 4.7 Damage or Destruction of Economic Development Property.

(a) Election to Terminate. In the event the Economic Development Property is damaged by fire, explosion, or any other casualty, the Company shall be entitled, but not obligated, to terminate this Fee Agreement without further obligation or obligation for any clawback payments related to this Fee Agreement or other retroactive payments. The Company shall only be required to make FILOT payments as to all or any part of the tax year in which the damage or casualty occurs to the extent property subject to ad valorem taxes would otherwise have been subject to such taxes under the same circumstances for the period in question.

(b) Election to Rebuild. In the event the Economic Development Property is damaged by fire, explosion, or any other casualty, and if the Company does not elect to terminate this Fee Agreement, the Company may commence to restore the Economic Development Property with such reductions or enlargements in the scope of the Economic Development Property, changes, alterations, and modifications (including the substitution and addition of other property) as may be desired by the Company. All such restorations and replacements shall be considered, to the fullest extent permitted by law and this Fee Agreement, substitutions of the destroyed portions of the Economic Development Property and shall be considered part of the Economic Development Property for all purposes hereof, including, but not limited to, any amounts due by the Company to the County under Section 4.1 hereof.

(c) Election to Remove. In the event the Company elects not to terminate this Fee Agreement pursuant to subsection (a) and elects not to rebuild pursuant to subsection (b), the damaged portions of the Economic Development Property shall be treated as Removed Components.


(a) Complete Taking. If at any time during the Fee Term title to or temporary use of the Economic Development Property should become vested in a public or quasi-public authority by virtue of the exercise of a taking by condemnation, inverse condemnation, or the right of eminent domain; by voluntary transfer under threat of such taking; or by a taking of title to a

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portion of the Economic Development Property which renders continued use or occupancy of the Economic Development Property commercially unfeasible in the judgment of the Company, the Company shall have the option to terminate this Fee Agreement by sending written notice to the County within a reasonable period of time following such vesting and, in such event shall not be required to make any clawback payments related to this Fee Agreement or other retroactive payments.

(b) Partial Taking. In the event of a partial taking of the Economic Development Property or a transfer in lieu thereof, the Company may elect: (i) to terminate this Fee Agreement; (ii) subject to the Act and the terms and provisions of this Fee Agreement, to repair and restore the Economic Development Property, with such reductions or enlargements in the scope of the Economic Development Property, changes, alterations, and modifications (including the substitution and addition of other property) as the Company may desire, and all such changes, alterations, and modifications shall be considered as substitutions of the taken parts of the Economic Development Property; or (iii) to treat the portions of the Economic Development Property so taken as Removed Components.

(c) The Company shall only be required to make FILOT payments as to all or any part of the tax year in which the taking occurs to the extent property subject to ad valorem taxes would otherwise have been subject to such taxes under the same circumstances for the period in question.

Section 4.9 Confidentiality/Limitation on Access to Project. The County acknowledges and understands that the Company utilizes confidential and proprietary processes and materials, services, equipment, trade secrets, and techniques (herein “Confidential Information”) and that any disclosure of Confidential Information concerning the Company’s operations may result in substantial harm to the Company and could thereby have a significant detrimental impact on the Company’s employees and also upon the County. The Company acknowledges that the County is subject to the Freedom of Information Act, and, as a result, must disclose certain documents and information on request absent an exemption. For these reasons, the Company shall clearly label all Confidential Information it delivers to the County “Confidential Information.” Therefore, the County agrees that, except as required by law, neither the County nor any employee, agent, or contractor of the County shall (i) request or be entitled to receive any such Confidential Information, or (ii) disclose or otherwise divulge any such Confidential Information to any other person, firm, governmental body or agency, or any other entity unless specifically required to do so by law; provided, however, that the County shall have no less rights concerning information relating to the Project and the Company than concerning any other property or property taxpayer in the County, and, provided further, that the confidentiality of such confidential or proprietary information is clearly disclosed to the County in writing as previously described. Prior to disclosing any Confidential Information, subject to the requirements of law, the Company may require the execution of reasonable, individual, confidentiality and non-disclosure agreements by any officers, employees, or agents of the County or any supporting or cooperating governmental agencies who would gather, receive, or review such information. In the event that the County is required to disclose any Confidential Information obtained from the Company to any third party, the County agrees to provide the Company with as much advance notice as possible of such requirement before making such

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disclosure, and to cooperate reasonably with any attempts by the Company to obtain judicial or other relief from such disclosure requirement.

Section 4.10 Assignment. If Section 12-44-120 of the Act or any successor provision requires consent to an assignment, the Company may assign this Fee Agreement in whole or in part with the prior written consent of the County or a subsequent written ratification by the County, which consent or ratification the County will not unreasonably withhold, condition or delay. The Company agrees to notify the County and the Department of the identity of such transferee within 60 days of the transfer. In case of a transfer, the transferee assumes the transferor’s basis in the Project for purposes of calculating the Fee. No approval is required for transfers to sponsor affiliates or other financing related transfers, as defined in the Act.

Section 4.11 No Double Payment; Future Changes in Legislation.

(a) Notwithstanding anything contained herein to the contrary, and except as expressly required by law, neither the Company nor any Sponsor shall ever be required to make a Payment in Lieu of Taxes in addition to a regular property tax payment in the same year over the same piece of property, nor shall the Company or any Sponsor be required to make a Payment in Lieu of Taxes on property in cases where, absent this Fee Agreement, property taxes would otherwise not be due on such property.

In case there is any legislation enacted which provides for more favorable treatment for property to qualify as, or for the calculation of the fee related to, Economic Development Property under Sections 4.4, 4.6, 4.7, 4.8, or the calculation of the Investment Period, the County agrees to give expedient and full consideration to such legislation, with a view to allow for such more favorable treatment or calculation.

Section 4.12 Administration Expenses. The Company agrees to pay the reasonable and necessary expenses that the County incurs with respect to the execution and administration of this Fee Agreement, including without limitation reasonable and actual attorneys’ fees (the “Administration Expenses”); provided, however, that no such expense shall be an Administration Expense until the County has furnished to the Company a statement in writing indicating the amount of such expense and the reason for its incurrence. As used in this section, “Administration Expenses” shall include the reasonable and necessary out-of-pocket expenses, including reasonable attorneys’ fees, incurred by the County with respect to: (i) this Fee Agreement; (ii) all other documents related to this Fee Agreement and any related documents; and (iii) the fulfillment of its obligations under this Fee Agreement and any related documents and the implementation and administration of the terms and provisions of the documents after the date of execution thereof, but only to the extent resulting from a request by the Company for a modification, assignment, or a termination of such documents by the Company, or as a result of a bankruptcy of the Company or a default by the Company under the terms of such documents. Reimbursement for the County’s attorneys’ fees shall be at hourly rates for outside counsel to the County, not to exceed the standard hourly rates charged by such outside counsel.

Section 4.13 Execution of Lease. The parties acknowledge that the intent of this Fee Agreement is to afford the Company the benefits of the FILOT Payments in consideration of the Company’s decision to locate the Project within the County and that this Fee Agreement has

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been entered into in reliance upon the validity and enforceability of the Act. In the event that a court of competent jurisdiction holds that the Act is unconstitutional or that this Fee Agreement or agreements similar in nature to this Fee Agreement are invalid or unenforceable in any material respect, or should the parties determine that there is a reasonable doubt as to the validity or enforceability of this Fee Agreement in any material respect, then the County, upon the provision by the Company of evidence acceptable to the County that the Project is free from environmental contamination and the conveyance of title to the Project to the County at the expense of the Company, agrees to lease the Project to the Company pursuant to the Streamlined FILOT Act and, to the extent permitted under the law in effect at such time, use its best efforts to ensure that the Company receives the benefits of the FILOT arrangement as contemplated by this Fee Agreement.

ARTICLE V

DEFAULT


(a) Failure by the Company to make the Payments in Lieu of Taxes described in Section 4.1 hereof, which failure shall not have been cured within 30 days following receipt of written notice thereof from the County; provided, however, that the Company shall be entitled to all redemption rights granted by applicable statutes; or

(b) A representation or warranty herein made by the Company which is deemed materially incorrect when deemed made; or

(c) Failure by the Company to perform any of the terms, conditions, obligations, or covenants hereunder (other than those under (a) above), which failure shall continue for a period of 30 days after written notice from the County to the Company specifying such failure and requesting that it be remedied, unless the Company shall have instituted corrective action within such time period and is diligently pursuing such action until the default is corrected, in which case the 30-day period shall be extended to cover such additional period during which the Company is diligently pursuing corrective action; or

(d) A representation or warranty made by the County which is deemed materially incorrect when deemed made; or

(e) Failure by the County to perform any of the terms, conditions, obligations, or covenants hereunder, which failure shall continue for a period of 30 days after written notice from the Company to the County specifying such failure and requesting that it be remedied, unless the County shall have instituted corrective action within such time period and is diligently pursuing such action until the default is corrected, in which case the 30-day period shall be extended to cover such additional period during which the County is diligently pursuing corrective action; or

(f) A cessation of operations at the Project by the Company.

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Section 5.2 Remedies on Default.

(a) Whenever any Event of Default by the Company shall have occurred and shall be continuing, the County may take any one or more of the following remedial actions:

(i) terminate the Fee Agreement, upon 60 days’ notice to the Company and any Sponsor;

(ii) take whatever action at law or in equity may appear necessary or desirable to collect the amounts due hereunder. In no event shall the Company be liable to the County or otherwise for monetary damages resulting from the Company’s failure to meet the Act Minimum Investment Requirement, other than as expressly set forth herein; or

(iii) in case of a materially incorrect representation or warranty herein, take such action as is appropriate, including legal action, to recover its damages, to the extent allowed by law.

Although the Company and the County acknowledge that the Project is exempt from ad valorem property taxes, there shall be a lien on the Project for tax purposes as provided in Section 12-44-90 of the Act, and the County and any other taxing entity affected thereby may, without limiting the generality of the foregoing, exercise the remedies provided by general law (Title 12, Chapter 49) and the Act relating to the enforced collection of taxes.

The County’s right to receive Payments-in-Lieu-of-Taxes hereunder shall have a first priority lien status pursuant to Section 12-44-90 of the Act and Chapters 4 and 54 of Title 12 of the Code of Laws of South Carolina, 1976, as amended. In the event the Company should fail to make any of the payments required in this Fee Agreement, the item or installment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and, in the case of the Payments in Lieu of Taxes, subject to the penalties provided by law until paid.

(b) Whenever any Event of Default by the County shall have occurred or shall be continuing, the Company may take one or more of the following actions:

(i) bring an action for specific enforcement;

(ii) terminate the Fee Agreement;

(iii) withhold so much of the payment as is in dispute with the County until such dispute is fully and finally resolved; and/or

(iv) in case of a materially incorrect representation or warranty, take such action as is appropriate, including legal action, to recover its damages, to the extent allowed by law.

Section 5.3 Reimbursement of Legal Fees and Expenses and Other Expenses. Upon the occurrence of an Event of Default hereunder, should a party be required to employ attorneys

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or incur other reasonable expenses for the collection of payments due hereunder or for the enforcement of performance or observance of any obligation or agreement, the successful party shall be entitled, within 30 days of demand therefor, to reimbursement of the reasonable fees of such attorneys and such other reasonable expenses so incurred in connection therewith.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Notices. Any notice, election, demand, request, or other communication to be provided under this Fee Agreement shall be effective when delivered to the party named below or when deposited with the United States Postal Service, certified mail, return receipt requested, postage prepaid, addressed as follows (or addressed to such other address as any party shall have previously furnished in writing to the other party), except where the terms hereof require receipt rather than sending of any notice, in which case such provision shall control:

IF TO THE COMPANY: President SteelFab Inc. of South Carolina 1220 Steel Road Florence, SC 29506 WITH A COPY TO: Turner Padget Graham & Laney Attn: Art Justice P.O. Box 5478 Florence, SC 29502 IF TO THE COUNTY: Florence County, South Carolina Attn: County Administrator 180 N. Irby Street, MSC-G Florence, SC 29501-3456

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WITH COPIES TO: Florence County Attorney 180 N. Irby Street, MSC-G Florence, SC 29501-3456 and Haynsworth Sinkler Boyd, P.A. Attn: Will Johnson P.O. Box 11889 Columbia, SC 29211-1889

Section 6.2 Binding Effect. This Fee Agreement and each document contemplated hereby shall be binding upon and inure to the benefit of the Company, the County, and their respective successors and assigns. In the event of the dissolution of the County or the consolidation of any part of the County with any other political subdivision or the transfer of any rights of the County to any other such political subdivision, all of the covenants, stipulations, promises, and agreements of this Fee Agreement shall bind and inure to the benefit of the successors of the County from time to time and any entity, officer, board, commission, agency, or instrumentality to whom or to which any power or duty of the County has been transferred.




Section 6.6 Amendments. The provisions of this Fee Agreement may only be modified or amended in writing by any agreement or agreements entered into and executed by both parties.

Section 6.7 Further Assurance. From time to time, and at the expense of the Company and any Sponsor Affiliates, to the extent any expense is incurred, the County agrees to execute and deliver to the Company and any such Sponsor Affiliates such additional instruments as the Company may reasonably request and as are authorized by law and reasonably within the purposes and scope of the Act and Fee Agreement to effectuate the purposes of this Fee Agreement.

Section 6.8 Invalidity; Change in Laws. In the event that the inclusion of property as Economic Development Property or any other issue is unclear under this Fee Agreement, the

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County hereby expresses its intention that the interpretation of this Fee Agreement shall be in a manner that provides for the broadest inclusion of property under the terms of this Fee Agreement and the maximum incentive permissible under the Act, to the extent not inconsistent with any of the explicit terms hereof. If any provision of this Fee Agreement is declared illegal, invalid, or unenforceable for any reason, the remaining provisions hereof shall be unimpaired, and such illegal, invalid, or unenforceable provision shall be reformed to effectuate most closely the legal, valid, and enforceable intent thereof and so as to afford the Company with the maximum benefits to be derived herefrom, it being the intention of the County to offer the Company the strongest inducement possible, within the provisions of the Act, to locate the Project in the County. In case a change in the Act or South Carolina laws eliminates or reduces any of the restrictions or limitations applicable to the Company and the Fee incentive, the parties agree that the County will give expedient and full consideration to reformation of this Fee Agreement, with a view toward providing the Company with the benefits of such change in the Act or South Carolina laws.

The County agrees that in case the FILOT incentive described herein is found to be invalid or otherwise does not provide the Company with the economic benefit it is intended to receive from the County as an inducement to locate in the County, the savings lost as a result of such invalidity will be considered a special source revenue credit or infrastructure improvement credit to the Company (in addition to the Infrastructure Credits explicitly provided for above) to the maximum extent permitted by law, and the County will provide a special source revenue credit or infrastructure improvement credit against all FILOT payments or fee payments made or to be made by the Company equal to the amount that the Company would have saved if the FILOT had been valid, to the maximum extent permitted by law.

Section 6.9 Force Majeure. The Company shall not be responsible for any delays or non-performance caused in whole or in part, directly or indirectly, by strikes, accidents, freight embargoes, fires, floods, inability to obtain materials, conditions arising from governmental orders or regulations, war or national emergency, acts of God, and any other cause, similar or dissimilar, beyond the Company’s reasonable control.

Section 6.10 Termination by Company. The Company is authorized to terminate this Fee Agreement at any time with respect to all or part of the Project upon providing the County with written notice of termination, and such termination shall be effective as of the date determined by the Company; provided, however, that (i) any monetary obligations existing hereunder and due and owing at the time of termination to a party hereto; and (ii) any provisions which are intended to survive termination, shall survive such termination. In the year following the effective date of termination, all property shall be subject to ad valorem taxation or such other taxation or fee in lieu of taxation that would apply absent this Fee Agreement. The Company’s obligation to make fee in lieu of tax payments under this Fee Agreement shall terminate in the year following the effective date of such termination pursuant to this section.

Section 6.11 Entire Understanding. This Fee Agreement expresses the entire understanding and all agreements of the parties hereto with each other with respect to its subject matter, and neither party hereto has made or shall be bound by any agreement or any representation to the other party which is not expressly set forth in this Fee Agreement or in certificates delivered in connection with the execution and delivery hereof.

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Section 6.12 Waiver. Either party may waive compliance by the other party with any term or condition of this Fee Agreement only in a writing signed by the waiving party.

Section 6.13 Business Day. In the event that any action, payment, or notice is, by the terms of this Fee Agreement, required to be taken, made, or given on any day which is a Saturday, Sunday, or legal holiday in the jurisdiction in which the person obligated to act is domiciled, such action, payment, or notice may be taken, made, or given on the following business day with the same effect as if given as required hereby, and no interest shall accrue in the interim.

Section 6.14 Limitation of Liability. Anything herein to the contrary notwithstanding, any financial obligation the County may incur hereunder, including for the payment of money, shall not be deemed to constitute a pecuniary liability or a debt or general obligation of the County; provided, however, that nothing herein shall prevent the Company from enforcing its rights hereunder by suit for mandamus or specific performance.

(Signature Page Follows)

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IN WITNESS WHEREOF, the County, acting by and through the County Council, has caused this Fee Agreement to be executed in its name and behalf by the County Administrator or County Council Chairman and to be attested by the Clerk of the County Council; and the Company has caused this Fee Agreement to be executed by its duly authorized officer, all as of the day and year first above written. FLORENCE COUNTY, SOUTH CAROLINA Signature: Name: Title: ATTEST: Signature: Name: Title: Clerk to County Council STEELFAB INC. OF SOUTH CAROLINA Signature: Name: Title:

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EXHIBIT A LEGAL DESCRIPTION

That property designated as Florence County Tax Map Numbers 208-01-059 and 208-01-023.

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EXHIBIT B

JOINDER AGREEMENT

Reference is hereby made to (i) that certain Fee Agreement effective August ___, 2020 (“Fee Agreement”), between Florence County, South Carolina (“County”) and ______________ (“Company”). 1. Joinder to Fee Agreement.

The undersigned hereby (a) joins as a party to, and agrees to be bound by and subject to all of the terms and conditions of, the Fee Agreement except the following: ___________________; (b) acknowledges and agrees that (i) in accordance the Fee Agreement, the undersigned has been designated as a Sponsor Affiliate by the Company for purposes of the Project and such designation has been consented to by the County in accordance with the Act (as defined in the Fee Agreement); (ii) the undersigned qualifies or will qualify as a Sponsor Affiliate under the Fee Agreement and Section 12-44-30(20) and Section 12-44-130 of the Act; and (iii) the undersigned shall have all of the rights and obligations of a Sponsor Affiliate as set forth in the Fee Agreement.

2. Capitalized Terms.

All capitalized terms used but not defined in this Joinder Agreement shall have the meanings

set forth in the Fee Agreement.

3. Governing Law.

This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to principles of choice of law.

4. Notice.

Notices under Section 4.1 of the Fee Agreement shall be sent to: [ ] IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement to be

effective as of the date set forth below. _______________ _____________________________________ Date Name of Entity

Signature: ____________________________ Name: ____________________________

Title: ____________________________

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IN WITNESS WHEREOF, the Company consents to the addition of the above-named entity becoming a Sponsor Affiliate under the Fee Agreement effective as of the date set forth above.

Signature: ____________________________ Name: ____________________________ Title: ____________________________

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Sponsor(s) : Economic DevelopmentFirst Reading/Introduction : June 18, 2020 I, ______________________,Committee Referral : N/A Council Clerk, certify that thisCommittee Consideration Date : N/A Ordinance was advertised forCommittee Recommendation : N/A Public Hearing on _________.Public Hearing :Second Reading :Third Reading :Effective Date :



An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-TaxAgreement By And Between A Company Identified As “Project Zoolander”SteelFab Inc.Of South Carolina (The “Company”) And Florence County, South Carolina (The“County”) To Provide For The Payment Of Certain Fees In Lieu Of Taxes, The IssuanceOf Certain Special Source Revenue Credits, And Other Matters Related Thereto.

WHEREAS:

Florence County, South Carolina, a political subdivision of the State of South Carolina1.(the "County"), acting by and through its County Council (the "County Council"), is authorizedand empowered under and pursuant to the provisions of Title 12, Chapter 44, Code of Laws ofSouth Carolina 1976, as amended (the "Act") (i) to enter into agreements with qualifying industryto encourage investment and projects constituting economic development property to which theindustrial development of the State of South Carolina will be promoted by inducing new andexisting manufacturing and commercial enterprises to locate and remain in the State and thusutilize and employ manpower and other resources of the State; and (ii) to covenant with suchindustry to accept certain payments in lieu of ad valorem taxes ("FILOT") with respect to suchinvestment; and

The County is further authorized by Title 4, Chapter 1 of the Code of Laws of South2.Carolina 1976, as amended, including Sections 4-1-170 and 4-1-175 thereof, Section 4-29-68 ofTitle 4, Chapter 29 of the Code of Laws of South Carolina 1976, as amended (collectively, the“Infrastructure Credit Act”), and Article VIII, Section 13 of the South Carolina Constitution toprovide special source revenue credits (“Infrastructure Credits”) against FILOT Payments for thepurpose of defraying certain costs, including, without limitation, the cost of designing, acquiring,constructing, improving, or expanding the infrastructure serving the County or the Project (asdefined below) and for improved and unimproved real estate and personal property, includingmachinery and equipment, used in the operation of a manufacturing facility or commercialenterprise, all to enhance the economic development of the County; and

A company identified under the code name, Project ZoolanderSteelFab Inc. of South3.Carolina, a South Carolina corporation, likely along with one or more existing, or to-be-formedor acquired subsidiaries, or affiliated or related entities, as Sponsor (collectively, “Company”)

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Florence County Ordinance No. 29-2019/20

and any Sponsor Affiliates (as defined under the Act and the Fee Agreement (defined below))that the Company may designate and have the County approve in accordance with the Act,contingent upon satisfaction of certain commitments made by and on behalf of the County, as setforth herein and to be further set forth in future agreements, to the extent allowed by law, plans toexpand a manufacturing facility in the County through the acquisition, lease, construction andpurchase of certain land, buildings, furnishings, fixtures, apparatuses, and/or equipment (the“Project”), which will result in approximately $5,057,000 in new investment and the creation andmaintenance of 28 new full-time jobs in the County (“Investment”); and

The County adopted an Inducement Resolution on June 18, 2020, and has determined,4.pursuant to the Act, to finalize with the Company a Fee-in-Lieu of Tax Agreement referred tobelow; and

The Company has requested, and the County has agreed: to offer a FILOT arrangement5.and enter into a fee-in-lieu of ad valorem taxes agreement with the Company and, as applicable,any Sponsor Affiliate, the form of which is attached as Exhibit A (“Fee Agreement”), with theprincipal terms as follows: fee in lieu of tax payments utilizing a 6% assessment ratio for aperiod of 30 years for the Project or each component thereof placed in service during the initialinvestment period and any investment period extension to which the County and the Companyagree, a fixed millage rate, and the issuance of special source revenue credits (InfrastructureCredits); and

The Project is competitive in that the Company is considering locations outside of the6.County where the Project could be located.

NOW, THEREFORE, BE IT ORDAINED BY THE FLORENCE COUNTY COUNCILDULY ASSEMBLED THAT:

Section 1. Findings. The County hereby finds and affirms, based on informationprovided by the Company: (i) the Project will benefit the general public welfare of the County byproviding services, employment, recreation or other public benefits not otherwise providedlocally; (ii) the Project gives rise to no pecuniary liability of the County or any incorporatedmunicipality and to no charge against its general credit or taxing power; (iii) the purposes to beaccomplished by the Project are proper governmental and public purposes; and (iv) the benefitsof the Project to the public are greater than the costs to the public; and (v) the Project willprovide a substantial public benefit to the County.

Section 2. Authorization to Execute and Deliver Fee Agreement. The form, terms, andprovisions of the Fee Agreement presented to this meeting and filed with the Clerk to CountyCouncil are hereby approved, and all of the terms, provisions, and conditions thereof are herebyincorporated herein by reference as if the Fee Agreement was set out in this Ordinance in itsentirety. The Chairman of County Council and the Clerk to County Council are herebyauthorized, empowered, and directed to execute, acknowledge, and deliver the Fee Agreement inthe name and on behalf of the County, and thereupon to cause the Fee Agreement to be deliveredto the Company. The Fee Agreement is to be in substantially the form now before this meetingand hereby approved, or with such changes therein as shall not materially adversely affect the

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Florence County Ordinance No. 29-2019/20

rights of the County thereunder and as shall be approved by the officials of the County executingthe same upon the advice of the County Attorney, their execution thereof to constitute conclusiveevidence of their approval of any and all changes or revisions therein from the form of FeeAgreement now before this meeting.

Section 3. No Recapitulation Required. Pursuant to Section 12-44-55(B) of the Act, theCounty hereby agrees that no recapitulation information, as set forth in Section 12-44-55(A) ofthe Act is required to be provided by the Company in the Fee Agreement, or in any otherdocuments or agreements in connection with the fee-in-lieu of tax arrangement between theCompany and the County, so long as the Company shall file a copy of the South CarolinaDepartment of Revenue form PT-443, and any subsequent amendments thereto, and all filingsrequired by the Act with the County after the execution of the Fee Agreement by the County andthe Company.

Section 4. Further Acts. The County Council authorizes the County Administrator,other County staff, and the County Attorney, along with any designees and agents who any ofthese officials deems necessary and proper, in the name of and on behalf of the County (each an“Authorized Individual”), to take whatever further actions, and enter into whatever furtheragreements, as any Authorized Individual deems to be reasonably necessary and prudent to effectthe intent of this Ordinance and induce the Company to locate the Project in the County.

Section 5. General Repealer. All ordinances, resolutions, and parts thereof in conflictherewith are, to the extent of such conflict, hereby repealed.

Section 6. Severability. Should any part, provision, or term of this Ordinance be deemedunconstitutional or otherwise unenforceable by any court of competent jurisdiction, such findingor determination shall not affect the rest and remainder of the Ordinance or any part, provision orterm thereof, all of which is hereby deemed separable.

This Ordinance takes effect and is in full force only after the County Council hasapproved this Ordinance following three readings and a public hearing.


____________________________________ __________________________________Connie Y. Haselden, Clerk to County Council Willard Dorriety, Jr., Chairman

COUNCIL VOTE:_________________________________ OPPOSED:Approved as to Form and Content ABSENT:D. Malloy McEachin, Jr., County Attorney

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[An Ordinance To Amend The Agreement For Development Of A Multi-County Industrial And

Business Park By And Between Florence County And Marion County, South Carolina, Providing

For The Development Of A Jointly Owned And Operated Industrial/Business Park So As To

Include Additional Property In Florence County Related To SteelFab, Inc. Project Zoolander

(The “Company”) As Part Of The Joint County Industrial/Business Park, And Other Matters

Relating Thereto.]

OPTIONS:

1. (Recommended) Approve Third Reading of Ordinance No. 30-2019/20.


ATTACHMENTS:

1. Proposed Ordinance No. 30-2019/20 (as amended to include the company name)

2. Redlined version of Proposed Ordinance No. 30-2019/20

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Sponsor(s) : Economic Development First Reading/Introduction : June 18, 2020 I, ______________________, Committee Referral : N/A Council Clerk, certify that this Committee Consideration Date : N/A Ordinance was advertised for Committee Recommendation : N/A Public Hearing on _________. Second Reading : July 16, 2020 Public Hearing : August 20, 2020 Third Reading : August 20, 2020 Effective Date : Immediately



[An Ordinance To Amend The Agreement For Development Of A Multi-County Industrial And Business Park By And Between Florence County And Marion County, South Carolina, Providing For The Development Of A Jointly Owned And Operated Industrial/Business Park So As To Include Additional Property In Florence County Related To SteelFab Inc. of South Carolina (The “Company”) As Part Of The Joint County Industrial/Business Park, And Other Matters Relating Thereto.]

WHEREAS:

1. Florence County and Marion County entered into an agreement for development of a jointcounty industrial and business park dated as of April 19, 2018 (the “Park Agreement”); and

2. Pursuant to Section 3 of the Park Agreement, the boundaries of the park created therein (the“Park”) may be enlarged pursuant to ordinances of the respective County Councils ofFlorence County and Marion County and property located in Florence County that is addedto the Park shall be described in an attachment to the Park Agreement designated Exhibit B;and

3. It is now desired that the boundaries of the Park be enlarged to include property located inFlorence County related to a project by The Company; and

4. The Park shall include the real estate described in the schedule attached to this Ordinanceas Exhibit B (as such description may be hereafter refined) (“Property”) and upon passage ofthis Ordinance and the related Marion County ordinance, this Ordinance and Exhibit B shallbe attached to the Park Agreement.

NOW, THEREFORE, BE IT ORDAINED by the Governing Body of Florence County,the Florence County Council, as follows:

Section 1. The Park Agreement is hereby and shall be amended to include the Property.

Section 2. The Amendment to the Park Agreement attached hereto as Exhibit A is hereby approved, and the Chairman of County Council and the Clerk to County Council are hereby

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authorized, empowered and directed to execute, acknowledge and deliver the Amendment to the Company and Marion County and the Clerk to County Council shall attach this Ordinance, the Amendment, Exhibit B, and a copy of the related Marion County ordinance to the Park Agreement.

Section 3. The provisions of this Ordinance are hereby declared to be separable, and if any section, phrase, or provision shall for any reason be declared by a court of competent jurisdiction to be invalid or unenforceable, such declaration shall not affect the validity of the remainder of the sections, phrases, and provisions hereunder.

Section 4. All orders, resolutions, ordinances, and parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed, and this Ordinance shall take effect and be in full force from and after its passage and approval.

ATTEST:

_________________________________ ___________________________________ Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chairman

COUNCIL VOTE: _________________________________ OPPOSED: Approved as to Form and Content ABSENT D. Malloy McEachin, Jr., County Attorney

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EXHIBIT A

AMENDMENT TO PARK AGREEMENT

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STATE OF SOUTH CAROLINA ) AMENDMENT TO AGREEMENT FOR THE ) DEVELOPMENT OF A JOINT INDUSTRIAL

COUNTY OF FLORENCE ) AND BUSINESS PARK DATED APRIL 19, COUNTY OF MARION ) 2018 (STEELFAB INC. OF SOUTH

CAROLINA)

THIS AMENDMENT ENTERED INTO AS OF THE __ DAY OF ______________, 2020 BETWEEN FLORENCE COUNTY, SOUTH CAROLINA AND MARION COUNTY, SOUTH CAROLINA.

By authority of Florence County Ordinance No. 30-2019/20 enacted by Florence County Council on _______ __, 2020; and Marion County Ordinance No. 2020-__ enacted by Marion County Council on ________ __, 2020, for value received, Florence County and Marion County hereby agree that the property described in Exhibit B attached to each above ordinance and attached hereto, is hereby added to and shall be deemed to be a part of the Agreement for the Development of a Joint Industrial and Business Park between Florence County and Marion County dated as of April 19, 2018 (the “Park Agreement”). All other terms and provisions of said Agreement shall remain in full force and effect.

WITNESS our hands and seals as of the day first above written.


______________________________________ Willard Dorriety, Jr. Chairman of County Council

ATTEST:

____________________________ Connie Y. Haselden, Council Clerk

MARION COUNTY, SOUTH CAROLINA

______________________________________ Buddy Collins Chairman of County Council

ATTEST:

____________________________ Sabrina Davis, Council Clerk

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EXHIBIT B

FLORENCE COUNTY PROPERTIES

LEGAL DESCRIPTION That property designated as Florence County Tax Map Numbers 208-01-059 and 208-01-023.

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EXHIBIT B

FLORENCE COUNTY PROPERTY LEGAL DESCRIPTION

That property designated as Florence County Tax Map Numbers 208-01-059 and 208-01-023.

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Sponsor(s) : Economic DevelopmentFirst Reading/Introduction : June 15, 2020 I, ______________________,Committee Referral : N/A Council Clerk, certify that thisCommittee Consideration Date : N/A Ordinance was advertised forCommittee Recommendation : N/A Public Hearing on _________.Second Reading :Public Hearing :Third Reading : Effective Date : Immediately

ORDINANCE NO. __30-2019/20


[An Ordinance To Amend The Agreement For Development Of A Multi-CountyIndustrial And Business Park By And Between Florence County And Marion County,South Carolina, Providing For The Development Of A Jointly Owned And OperatedIndustrial/Business Park So As To Include Additional Property In Florence CountyRelated To Project ZoolanderSteelFab Inc. of South Carolina (The “Company”) As PartOf The Joint County Industrial/Business Park, And Other Matters Relating Thereto.]

WHEREAS:

1. Florence County and Marion County entered into an agreement for development of a jointcounty industrial and business park dated as of April 19, 2018 (the “Park Agreement”); and

2. Pursuant to Section 3 of the Park Agreement, the boundaries of the park created therein (the“Park”) may be enlarged pursuant to ordinances of the respective County Councils ofFlorence County and Marion County and property located in Florence County that is added tothe Park shall be described in an attachment to the Park Agreement designated Exhibit B; and

3. It is now desired that the boundaries of the Park be enlarged to include property located inFlorence County related to a project by The Company; and

4. The Park shall include the real estate described in the schedule attached to this Ordinance asExhibit B (as such description may be hereafter refined) (“Property”) and upon passage ofthis Ordinance and the related Marion County ordinance, this Ordinance and Exhibit B shallbe attached to the Park Agreement.

NOW, THEREFORE, BE IT ORDAINED by the Governing Body of Florence County, theFlorence County Council, as follows:

Section 1. The Park Agreement is hereby and shall be amended to include the Property.

Section 2. The Amendment to the Park Agreement attached hereto as Exhibit A is herebyapproved, and the Chairman of County Council and the Clerk to County Council are herebyauthorized, empowered and directed to execute, acknowledge and deliver the Amendment to theCompany and Marion County and the Clerk to County Council shall attach this Ordinance, the

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Ordinance No. __30-2019/20Florence County

Amendment, Exhibit B, and a copy of the related Marion County ordinance to the ParkAgreement.

Section 3. The provisions of this Ordinance are hereby declared to be separable, and ifany section, phrase, or provision shall for any reason be declared by a court of competentjurisdiction to be invalid or unenforceable, such declaration shall not affect the validity of theremainder of the sections, phrases, and provisions hereunder.

Section 4. All orders, resolutions, ordinances, and parts thereof in conflict herewith are,to the extent of such conflict, hereby repealed, and this Ordinance shall take effect and be in fullforce from and after its passage and approval.

ATTEST:

_________________________________ ___________________________________Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chairman

COUNCIL VOTE:_________________________________ OPPOSED:Approved as to Form and Content ABSENTD. Malloy McEachin, Jr., County Attorney

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EXHIBIT A

AMENDMENT TO PARK AGREEMENT

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EXHIBIT B

FLORENCE COUNTY PROPERTYLEGAL DESCRIPTION

That property designated as Florence County Tax Map Numbers ____________208-01-059 and___________.208-01-023.

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FLORENCE COUNTY COUNCIL MEETING Thursday, August 20, 2020

AGENDA ITEM: Ordinance No. 02-2020/21 Second Reading

DEPARTMENT: Planning

ISSUE UNDER CONSIDERATION: [An Ordinance For Text Amendments To The Florence County Code Of Ordinances, Chapter 21, NUISANCES, ARTICLE I. – IN GENERAL, Sec. 21-2. – Specific Nuisances.; And Other Matters Related Thereto.] (Planning Commission approved (8 to 0)

POINTS TO CONSIDER: 1. The intent of this text amendment is to update the Florence County Ordinance and make it

more applicable in cases of obscenities on properties in Florence County.

2. Currently, the Florence County Code of Ordinances does not specifically address certaindisplays of obscene nature on properties. This text amendment would allow Florence CountyCode Enforcement Officials to address issues regarding obscene and inappropriate actswitnessed and discovered.

3. Failure to comply and react appropriately to the orders of the Florence County CodeEnforcement Officials shall be punishable by the processes regarding nuisance violations asstated in Florence County Code of Ordinances.

OPTIONS: 1. (Recommended) Approve As Presented.2. Provide an Alternate Directive.

ATTACHMENTS: 1. Ordinance No. 02-2020/21 w/markup2. Ordinance No. 02-2020/21 no markup3. Staff Report for PC#2020-05

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Sponsor(s) Department : Planning Commission Consideration : Planning Commission Public Hearing : Planning Commission Action : First Reading/Introduction : Committee Referral : County Council Public Hearing : Second Reading : Third Reading : Effective Date :

Florence County Planning June 23, 2020 June 23, 2020 June 23, 2020[Approved 8-0] July 16, 2020

August 20, 2020

I, _____________________ . Council Clerk, certify that this Ordinance was advertised for Public Hearing on ________ .



[An Ordinance For Text Amendments To The Florence County Code Of Ordinances, Chapter 21, NUISANCES, ARTICLE I. – IN GENERAL, Sec. 21-2. – Specific Nuisances.; And Other Matters Related Thereto.]

WHEREAS:

1. The intent of this text amendment is to update the Florence County Ordinance and make itmore applicable in cases of obscenities on properties in Florence County; and

2. Currently, the Florence County Code of Ordinances does not specifically address certaindisplays of obscene nature on properties. This text amendment would allow Florence CountyCode Enforcement Officials to address issues regarding obscene and inappropriate actswitnessed and discovered; and


NOW THEREFORE BE IT ORDAINED BY THE FLORENCE COUNTY COUNCIL DULY ASSEMBLED THAT:

1. The Florence County Code Of Ordinances, Chapter 21, NUISANCES, ARTICLE I. – INGENERAL, Sec. 21-2. – Specific nuisances. shall be amended to read as follows:

Sec. 21-2. - Specific nuisances.

Specific acts of nuisance may include but are not expressly restricted to: (3) Maintaining and/or occupying or building or part thereof, in an unsafe condition and

detrimental to property of others in the neighborhood and which causes, or tends to cause,substantial diminution in the value of other property in the neighborhood in which suchpremises are located and structures defined in section 21-86.

(4) It shall be unlawful for any person to make or post indecent, obscene or profane writing,picture, mark or figure on any walls, fence, house or structure.

2. Provisions in other Florence County ordinances in conflict with this Ordinance are herebyrepealed.

3. If any provision of this Ordinance or the application thereof to any person or circumstances is

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held invalid, the invalidity does not affect other provisions or applications of the Ordinance which can be given effect without the invalid provision or application and to this end, the provisions of this Ordinance are severable.

ATTEST: SIGNED:

_____________________________ ___________________________ Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chairman

COUNCIL VOTE: _____________________________ OPPOSED: Approved as to Form and Content ABSENT: D. Malloy McEachin, Jr., County Attorney

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Sponsor(s) Department : Planning Commission Consideration : Planning Commission Public Hearing : Planning Commission Action : First Reading/Introduction : Committee Referral : County Council Public Hearing : Second Reading : Third Reading : Effective Date :

Florence County Planning June 23, 2020 June 23, 2020 June 23, 2020[Approved 8-0] July 16, 2020

August 20, 2020

I, _____________________ . Council Clerk, certify that this Ordinance was advertised for Public Hearing on ________ .



[An Ordinance For Text Amendments To The Florence County Code Of Ordinances, Chapter 21, NUISANCES, ARTICLE I. – IN GENERAL, Sec. 21-2. – Specific Nuisances.; And Other Matters Related Thereto.]

WHEREAS:

1. The intent of this text amendment is to update the Florence County Ordinance and make itmore applicable in cases of obscenities on properties in Florence County; and

2. Currently, the Florence County Code of Ordinances does not specifically address certaindisplays of obscene nature on properties. This text amendment would allow Florence CountyCode Enforcement Officials to address issues regarding obscene and inappropriate actswitnessed and discovered; and


NOW THEREFORE BE IT ORDAINED BY THE FLORENCE COUNTY COUNCIL DULY ASSEMBLED THAT:

1. The Florence County Code Of Ordinances, Chapter 21, NUISANCES, ARTICLE I. – INGENERAL, Sec. 21-2. – Specific nuisances. shall be amended to read as follows:



detrimental to property of others in the neighborhood and which causes, or tends to cause,substantial diminution in the value of other property in the neighborhood in which suchpremises are located and structures defined in section 21-86.


2. Provisions in other Florence County ordinances in conflict with this Ordinance are herebyrepealed.


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held invalid, the invalidity does not affect other provisions or applications of the Ordinance which can be given effect without the invalid provision or application and to this end, the provisions of this Ordinance are severable.

ATTEST: SIGNED:

_____________________________ ___________________________ Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chairman

COUNCIL VOTE: _____________________________ OPPOSED: Approved as to Form and Content ABSENT: D. Malloy McEachin, Jr., County Attorney

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STAFF REPORT TO THE

FLORENCE COUNTY PLANNING COMMISSION June 23, 2020 PC#2020-05

SUBJECT: Request For Text Amendments To The Florence County Code Of Ordinances, Chapter 21, NUISANCES, ARTICLE I. – IN GENERAL, Sec. 21-2. – Specific nuisances.

APPLICANT: Florence County

STAFF RECOMMENDATION: Approve as submitted.

Staff Analysis: The intent of this text amendment is to update the Florence County Ordinance and make it more applicable in cases of obscenities on properties in Florence County.

Currently, the Florence County Code of Ordinances does not specifically address certain displays of obscene nature on properties. This text amendment would allow Florence County Code Enforcement Officials to address issues regarding obscene and inappropriate acts witnessed and discovered.

Failure to comply and react appropriately to the orders of the Florence County Code Enforcement Officials shall be punishable by the processes regarding nuisance violations as stated in Florence County Code of Ordinances.

The Florence County Code Of Ordinances, Chapter 21, NUISANCES, ARTICLE I. – IN GENERAL, Sec. 21-2. – Specific nuisances. shall be amended to read as follows:



detrimental to property of others in the neighborhood and which causes, or tends tocause, substantial diminution in the value of other property in the neighborhood inwhich such premises are located and structures defined in section 21-86.


(Ord. No. 27-97/98, 6-4-98; Ord. No. 04-2017/18, § 1, 9-21-17)

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FLORENCE COUNTY PLANNING COMMISSION ACTION – JUNE 23, 2020: Eight Planning Commission members voted 8 to 0 to approve the proposed changes to the requested text amendment. FLORENCE COUNTY PLANNING COMMISSION RECOMMENDATION: Florence County Planning Commission recommends approval of the request to the Florence County Council to amend the Florence County Code of Ordinances, Chapter 21, NUISANCES, ARTICLE I. – IN GENERAL, Sec. 21-2. – Specific nuisances.

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AGENDA ITEM: Ordinance No. 03-2020/21 – Second Reading



[An Ordinance To Amend That Certain Agreement For The Development Of A Joint Industrial

And Business Park Dated April 22, 2018 By And Between Marion And Florence Counties So As

To Enlarge The Park (Project Maria).]

OPTIONS:

1. (Recommended) Approve Second Reading of Ordinance No. 03-2020/21.


ATTACHMENTS:


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Sponsor(s) : Economic Development First Reading/Introduction : July 18, 2020 I, ______________________, Committee Referral : N/A Council Clerk, certify that this Committee Consideration Date : N/A Ordinance was advertised for Committee Recommendation : N/A Public Hearing on ________. Second Reading : August 20, 2020 Public Hearing : Third Reading : Effective Date : Immediately

ORDINANCE NO. 03-2020/21 COUNCIL-ADMINISTRATOR FORM OF GOVERNMENT FOR FLORENCE COUNTY (An Ordinance To Amend That Certain Agreement For The Development Of A Joint Industrial And Business Park Dated April 22, 2018 By And Between Marion And Florence Counties So As To Enlarge The Park (Project Maria).) WHEREAS:

1. Marion County and Florence County entered into an agreement for development of a joint county industrial and business park dated as April 22, 2018 (the “Park Agreement”); and

2. Pursuant to Section 3 of the Park Agreement, the boundaries of the park created therein (the “Park”) may be enlarged pursuant to ordinances of the respective County Councils of Marion County and Florence County; and

3. It is now desired that the boundaries of the Park be enlarged; and

4. The expansion of the Park shall include the real estate described in the schedule attached to this Ordinance as Exhibit A (as such description may be hereafter refined) (“Property”).

NOW, THEREFORE, BE IT ORDAINED by the Governing Body of Florence County, the Florence County Council, as follows: Section 1. The Park Agreement is hereby and shall be amended to include the Property. Section 2. The Amendment to the Park Agreement attached hereto as Exhibit B is hereby approved, and the Chairman of County Council and the Clerk to County Council are hereby authorized, empowered and directed to execute, acknowledge and deliver the Amendment to Project Maria and Marion County.

Section 3. The provisions of this Ordinance are hereby declared to be separable, and if any section, phrase, or provision shall for any reason be declared by a court of competent jurisdiction to be invalid or unenforceable, such declaration shall not affect the validity of the remainder of the sections, phrases, and provisions hereunder.

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Section 4. All orders, resolutions, ordinances, and parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed, and this Ordinance shall take effect and be in full force from and after its passage and approval. ATTEST: _________________________________ ___________________________________ Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chairman COUNCIL VOTE: _________________________________ OPPOSED: Approved as to Form and Content ABSENT D. Malloy McEachin, Jr., County Attorney

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EXHIBIT A

PROJECT MARIA PROPERTY MARION COUNTY

INSERT

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EXHIBIT B AMENDMENT TO PARK AGREEMENT

INSERT

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STATE OF SOUTH CAROLINA ) AMENDMENT TO AGREEMENT FOR THE ) DEVELOPMENT OF JOINT COUNTY

COUNTY OF MARION ) INDUSTRIAL AND BUSINESS PARK DATED COUNTY OF FLORENCE ) APRIL 22, 2018 (PROJECT MARIA)

THIS AMENDMENT ENTERED INTO AS OF THE ___ DAY OF ____________, 2020 BETWEEN MARION COUNTY, SOUTH CAROLINA AND FLORENCE COUNTY, SOUTH CAROLINA

By authority of Ordinance No. _______________ enacted by the County Council of Marion County on _______________ and Ordinance No. ______________ enacted by the County Council of Florence County on ________________, for value received, Marion County and Florence County hereby agree that the property described in Exhibit A attached hereto is hereby added to and shall be deemed to be a part of the Agreement for Development of Joint County Industrial and Business Park between Marion County and Florence County dated as of April 22, 2018 (the “Park Agreement”). All other terms and provisions of said Agreement shall remain in full force and effect.

WITNESS our hands and seals as of the day first above written.

MARION COUNTY, SOUTH CAROLINA

Signature: Name: Title: Chairman of County Council

ATTEST:

Signature: Name: Sabrina Davis Title: Clerk to County Council


Signature: Name: Title: Chairman of County Council

ATTEST:

Signature: Name: Connie Y. Haselden Title: Clerk to County Council

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EXHIBIT A

PROJECT MARIA PROPERTY MARION COUNTY

INSERT

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[An Ordinance Authorizing Pursuant To Title 12, Chapter 44 Of The Code Of Laws Of South

Carolina 1976, As Amended, The Execution And Delivery Of Fee-In-Lieu Of Ad Valorem Taxes

Agreements By And Between Florence County, South Carolina And Certain Companies,

Identified Collectively For The Time Being As Florence Solar Projects, To Provide For Fee-In-

Lieu Of Ad Valorem Taxes Incentives And Certain Special Source Revenue Credits; And Other

Related Matters.]

OPTIONS:



ATTACHMENTS:


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Sponsor(s) : County Council Introduction : July 16, 2020 I,_______________________, Committee Referral : Council Clerk, certify that the Committee Consideration Date : ad for a Public Hearing on this Committee Recommendation : Ordinance ran on: _________. Second Reading : August 20, 2020 Public Hearing : Third Reading : Effective Date : Immediately



AUTHORIZING PURSUANT TO TITLE 12, CHAPTER 44 OF THE CODE OF LAWS OF SOUTH CAROLINA 1976, AS AMENDED, THE EXECUTION AND DELIVERY OF FEE-IN-LIEU OF AD VALOREM TAXES AGREEMENTS BY AND BETWEEN FLORENCE COUNTY, SOUTH CAROLINA AND CERTAIN COMPANIES, IDENTIFIED COLLECTIVELY FOR THE TIME BEING AS FLORENCE SOLAR PROJECTS, TO PROVIDE FOR FEE-IN-LIEU OF AD VALOREM TAXES INCENTIVES AND CERTAIN SPECIAL SOURCE REVENUE CREDITS; AND OTHER RELATED MATTERS

WHEREAS:

1. Florence County, South Carolina, a political subdivision of the State of South Carolina (the"County"), acting by and through its County Council (the "County Council"), is authorizedand empowered under and pursuant to the provisions of Title 12, Chapter 44, Code of Lawsof South Carolina 1976, as amended (the "Act") (i) to enter into agreements with qualifyingindustry to encourage investment and projects constituting economic development propertyto which the industrial development of the State of South Carolina will be promoted byinducing new and existing manufacturing and commercial enterprises to locate and remain inthe State and thus utilize and employ manpower and other resources of the State; and (ii) tocovenant with such industry to accept certain payments in lieu of ad valorem taxes("FILOT") with respect to such investment; and

2. A company identified under the code name of Florence Solar Projects (the “Sponsor”),informed the County in 2020 that it intended to install solar power facilities on land inFlorence County, South Carolina, owned by various landlords (each, a “Sponsor Affiliate,”where applicable), which would result in the creation of jobs and other economic benefits tothe County (each a “Project” and collectively, “Florence Solar Projects”), provided that theSponsor, the Sponsor Affiliate (where applicable) and the County reached an agreement on aFILOT package for each Project; and

3. The County adopted an Inducement Resolution on July 16, 2020, and has determined,pursuant to the Act, to finalize with the Sponsor and each Sponsor Affiliate, whereapplicable, the FILOT incentive package for each Project according to the terms andconditions of the fee agreements referred to below; and

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4. The Sponsor has assured the County that the following minimum investments in qualifyingexpenditures will be invested in each Project on or before December 31, 2025:

• An investment of not less than $2,500,000 (“Project Whitehall”);• An investment of not less than $2,500,000 (“Project Pearl”);• An investment of not less than $2,500,000 (“Project Hummingbird”); and• An investment of not less than $12,500,000 (“Project Azalea”).

NOW, THEREFORE, BE IT ORDAINED, by the County Council, as follows:

Section 1. The County Council, having made a finding that each Project brings benefits to the County as set forth in Section 3 of this Ordinance, expresses its intention that this Ordinance shall fulfill the requirement under the Act as an official action on the part of the County Council relating to identifying and inducing each Project.

Section 2. The Chairman of the County Council is hereby authorized and directed to execute Fee Agreements in substantially the form attached hereto as Exhibit A, together with such changes as are not materially adverse to the County with the approval of the County Administrator, in the name of and on behalf of the County, the Clerk of the County Council is hereby authorized and directed to attest to the same; and the County Administrator is hereby authorized and directed to deliver said executed Fee Agreements to the Company.

Section 3. The County hereby finds (i) each Project will benefit the general public welfare of the County by providing service, employment, recreation or other public benefits not otherwise provided locally; (ii) each project gives rise to no pecuniary liability of the County or incorporated municipality or to any charge against its general credit or taxing power; (iii) the purposes to be accomplished by each Project are proper governmental and public purposes; and (iv) the benefits of each Project to the public are greater than the costs to the public.

Section 4. All ordinances, resolutions and parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed.

ATTEST: SIGNED:

_________________________________ ________________________________ Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chairman


_________________________________ ABSENT: Approved as to Form and Content D. Malloy McEachin, Jr., County Attorney

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FEE-IN-LIEU OF AD VALOREM TAXES AGREEMENT

BETWEEN

HUMMINGBIRD SOLAR LLC AS SPONSOR

AND


EFFECTIVE AS OF ________________, 2020 draft

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_________________________

TABLE OF CONTENTS _________________________

Page ARTICLE I PROJECT OVERVIEW ..........................................................................................2

Section 1.1 Agreement to Waive Requirement of Recapitulation ...........................2 Section 1.2 Rules of Construction; Defined Terms .................................................2

ARTICLE II REPRESENTATIONS AND WARRANTIES........................................................6 Section 2.1 Representations of the County ..............................................................6 Section 2.2 Representations of the Sponsor .............................................................7

ARTICLE III THE PROJECT ........................................................................................................8 Section 3.1 The Project ............................................................................................8 Section 3.2 Diligent Completion..............................................................................8

ARTICLE IV PAYMENTS IN LIEU OF TAXES .........................................................................8 Section 4.1 Special Source Revenue Credit .............................................................8 Section 4.2 Negotiated FILOT Payments ................................................................9 Section 4.3 Payments in Lieu of Taxes on Replacement Property ........................11 Section 4.4 Reductions in Payments in Lieu of Taxes Upon Removal,

Condemnation or Casualty .................................................................12 Section 4.5 Place and Allocation of Payments in Lieu of Taxes ...........................12 Section 4.6 Removal of Equipment .......................................................................12 Section 4.7 Damage or Destruction of Project. .....................................................12 Section 4.8 Condemnation. ....................................................................................13 Section 4.9 Merger of Sponsor with Related Party ...............................................13 Section 4.10 Indemnification Covenants ...............................................................13 Section 4.11 Confidentiality/Limitation on Access to Project...............................14 Section 4.12 Records and Reports .........................................................................15 Section 4.13 Payment of Administrative Expenses ...............................................15 Section 4.14 Collection and Enforcement Rights of County .................................15 Section 4.15 Assignment and Subletting ...............................................................16 Section 4.16 County’s Estoppel Certificates for Sponsor’s Financing

Transactions ........................................................................................16

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Section 4.17 Sponsor’s Continuing Obligations After Termination by Sponsor ...............................................................................................16

Section 4.18 Events of Default ..............................................................................16 Section 4.19 Remedies on Default .........................................................................16 Section 4.20 Remedies Not Exclusive ...................................................................17 Section 4.21 Decommission Costs .........................................................................17

ARTICLE V MISCELLANEOUS ..............................................................................................17 Section 5.1 Notices ................................................................................................17 Section 5.2 Binding Effect ....................................................................................18 Section 5.3 Counterparts .......................................................................................18 Section 5.4 Governing Law ...................................................................................18 Section 5.5 Headings .............................................................................................18 Section 5.6 Amendments .......................................................................................18 Section 5.7 Further Assurance ...............................................................................18 Section 5.8 Severability .........................................................................................19 Section 5.9 Limited Obligation .............................................................................19 Section 5.10 Force Majeure ...................................................................................19 Section 5.11 Execution Disclaimer ........................................................................19

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FEE-IN-LIEU OF AD VALOREM TAXES AGREEMENT

THIS FEE-IN-LIEU OF AD VALOREM TAXES AGREEMENT (“Fee Agreement”) is entered into, effective, as of _______________, 2020, between Florence County, South Carolina (“County”), a body politic and corporate and a political subdivision of the State of South Carolina (“State”), acting through the Florence County Council (“County Council”) as the governing body of the County, and Hummingbird Solar LLC, a limited liability company organized and existing under the laws of the State of South Carolina (“Sponsor”).

WITNESSETH:

WHEREAS, the County is authorized and empowered under and pursuant to the provisions of Title 12, Chapter 44 (the “Act”) of the Code of Laws of South Carolina 1976, as amended (the “Code”) and the Multi-County Park Act (as defined herein): (i) to enter into agreements with certain entities meeting the requirements of the Act to construct, operate, maintain, and improve certain industrial and commercial properties through which the economic development of the State of South Carolina will be promoted and trade developed by inducing corporate headquarters, manufacturing and commercial enterprises to locate and remain in the State of South Carolina and thus utilize and employ the manpower, agricultural products, and natural resources of the State; (ii) to covenant with such investors to accept certain payments in lieu of ad valorem taxes with respect to the project; and (iii) to maintain, create or expand, in conjunction with one or more other counties, a multi-county industrial park in order to afford certain enhanced income tax credits to such investors; and WHEREAS, the Sponsor proposes to develop, install or operate, as applicable solar power generating facilities located at a leased site on parcel tax map number 00240-01-011 (the “Land”) in Florence County, South Carolina (the “Project”); WHEREAS, the Project will involve an investment which, but for this Fee Agreement, would have a value for ad valorem taxation purposes, of not less than $2,500,000 within the time period required under the Act (“Project Commitment”), meeting the minimum investment requirement under the Act; WHEREAS, pursuant to the Act, the County has determined that (a) the Project (as defined herein) is anticipated to benefit the general public welfare of the County by providing services, employment, recreation, or other public benefit not otherwise adequately provided locally; (b) the Project gives rise to no pecuniary liability of the County or incorporated municipality and to no charge against its general credit or taxing power; (c) the purposes to be accomplished by the Project are proper governmental and public purposes; and (d) the benefits of the Project to the public are greater than the costs to the public; WHEREAS, the County Council adopted an ordinance on _____________________, (the “Fee Ordinance”), as an inducement to the Sponsor to develop the Project and at the Sponsor’s request, the County Council authorized the County to enter into this Fee Agreement as a fee-in-lieu of ad valorem tax agreement with the Sponsor which identifies the property comprising the Project as Economic Development Property under the Act subject to the terms and conditions hereof;

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WHEREAS, the Project constitutes Economic Development Property within the meaning of the Act; and

WHEREAS, for the purposes set forth above, based solely on information provided by the Sponsor to the County, the County has determined that it is in the best interests of the County to enter into this Fee Agreement with the Sponsor subject to the terms and conditions herein set forth. NOW, THEREFORE, AND IN CONSIDERATION of the respective representations and agreements hereinafter contained, the parties hereto agree as follows, with the understanding that no obligation of the County described herein shall create a pecuniary liability or charge upon its general credit or taxing powers, but shall be payable solely out of the sources of payment described herein and shall not under any circumstances be deemed to constitute a general obligation to the County:

ARTICLE I PROJECT OVERVIEW

Section 1.1 Agreement to Waive Requirement of Recapitulation. Pursuant to Section 12-44-55(B) of the Act, the County and the Sponsor agree to waive the requirement of including in this Agreement the recapitulation information as set forth in Section 12-44-55(A) of the Act. If the Sponsor should be required to retroactively comply with the recapitulation requirements of Section 12-44-55 of the Act, then the County agrees, to the extent permitted by law, to waive all penalties of the County for the Sponsor’s noncompliance that are within the County’s control.

Section 1.2 Rules of Construction; Defined Terms. In addition to the words and terms elsewhere defined in this Fee Agreement, the terms defined in this Article shall have the meaning herein specified, unless the context clearly requires otherwise. The definition of any document shall include any amendments to that document, unless the context clearly indicates otherwise.

“Act” shall mean Title 12, Chapter 44, Code of Laws of South Carolina, 1976, as amended, and all future acts supplemental thereto or amendatory thereof.

“Act Minimum Investment Requirement” shall mean an investment of at least $2,500,000 by the Sponsors of eligible economic development property under the Act. “Administrative Expenses” shall mean the reasonable and necessary expenses, including attorneys' fees, incurred by the County with respect to the Project and this Fee Agreement. “Authorized Sponsor Representative” shall mean any person designated from time to time to act on behalf on the Sponsor as evidenced by a written certificate or certificates furnished to the County containing the specimen signature of each such person, signed on behalf of the Sponsor by its Manager, its President, one of its vice presidents, its general counsel, its secretary or any assistant secretary. Such certificates may designate an alternate or alternates, and may designate different Authorized Sponsor Representatives to act for the Sponsor with respect to different sections of this Fee Agreement.

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“Chairman” shall mean the Chairman of the County Council of Florence County, South Carolina. “Closing” or “Closing Date” shall mean the date of the execution and delivery hereof. “Code” shall mean the South Carolina Code of Laws, 1976, as amended. “Commencement Date” shall mean the last day of the property tax year during which Economic Development Property is first placed in service, except that this date must not be later than the last day of the property tax year which is three years from the year in which the County and the Sponsor execute this Fee Agreement. “County” shall mean Florence County, South Carolina, a body politic and corporate and political subdivision of the State of South Carolina, its successors and assigns, acting by and through the Florence County Council as the governing body of the County. “County Administrator” shall mean the person appointed by the County Council to act as county administrator of the County at any one time during the term of this Fee Agreement, or in the event that the form of government of the County changes from that which is in place at the time of the execution of this Fee Agreement, the person who is authorized to perform the managerial and/or administrative duties presently assigned to the County Administrator. “County Council” shall mean the Florence County Council, the governing body of the County. “Decommissioning” shall mean the removal and proper disposal of all Equipment, stabilization and rehabilitation of the Land, and restoration of the Land to its original state. Notwithstanding the foregoing, Sponsor shall have no obligation to remove roads constructed on the Land, or to remove fencing that the then current landowner requests to remain, or to remove subsurface improvements below 30 inches of depth. “Diminution of Value” in respect of any Phase of the Project shall mean any reduction in the value based on original fair market value as determined in Step 1 of Section 4.2 of this Fee Agreement, of the items which constitute a part of the Phase which may be caused by (i) the Sponsor’s removal of equipment pursuant to Section 4.6 of this Fee Agreement, (ii) a casualty to the Phase of the Project, or any part thereof, described in Section 4.7 of this Fee Agreement or (iii) a condemnation to the Phase of the Project, or any part thereof, described in Section 4.8 of this Fee Agreement. “Economic Development Property” shall mean all items of real and tangible personal property comprising the Project which are eligible for inclusion as economic development property under the Act, become subject to this Fee Agreement, and which are identified by the Sponsor in connection with its annual filing of a SCDOR PT-300 or comparable form with the South Carolina Department of Revenue (as such filing may be amended from time to time) for each year within the Investment Period. Title to all Economic Development Property shall at all

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times remain vested in the Sponsor, except as may be necessary to take advantage of Section 12-44-160 of the Act. “Equipment” shall mean all of the equipment and fixtures, together with any and all additions, accessions, replacements and substitutions thereto or therefor to the extent such equipment and fixtures become a part of the Project under this Fee Agreement. “Event of Default” shall mean any Event of Default specified in Section 4.18 of this Fee Agreement. “Fee Agreement” shall mean this Fee-In-Lieu of Ad Valorem Taxes Agreement. “Fee Term” or “Term” shall mean the period from the date of delivery of this Fee Agreement until the last Phase Termination Date unless sooner terminated or extended pursuant to the terms of this Fee Agreement. “FILOT” shall mean the fee-in-lieu of taxes, which the Sponsor is obligated to pay to the County pursuant to Section 4.2 hereof. “FILOT Payments” shall mean the payments to be made by the Sponsor pursuant to Section 4.2 hereof. “FILOT Revenues” shall mean the revenues received by the County from the Sponsor’s payment of the FILOT. “Investment Period” shall mean the period commencing in 2021 and ending on the last day of the fifth property tax year following the earlier of the property tax year in which Economic Development Property is placed in service or the property tax year in which this Fee Agreement is executed; provided a later date may be agreed to by the Sponsor and County pursuant to Section 12-44-30(13) of the Act. “Land” shall mean the real estate upon which the Project is to be located, as described on Exhibit A attached hereto, as Exhibit A may be supplemented from time to time in accordance with the provisions hereof. “Multi-County Park” shall mean that multi-county industrial/business park established pursuant to a qualifying agreement with [X] County, dated [X], and any amendments there to (the “Multi County Park Agreement”). “Multi-County Park Act” shall mean Title 4, Chapter 1 of the Code, as amended through the date hereof. “Negotiated FILOT Payments” shall mean the FILOT payments due pursuant to Section 4.2 hereof with respect to that portion of the Project consisting of Economic Development Property.

“Net FILOT Payment” shall mean a total annual payment of $7,600.00 for the entire term of this Fee Agreement, for those years for which a FILOT payment is due hereunder. It is

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anticipated that the first Net FILOT Payment due hereunder shall be the payment for property tax year 2022, due and payable to the County on or before January 15, 2023. Provided, the Net FILOT Payments shall be increased in any year in which the total power generation capacity of the Project exceeds two megawatts of AC power, in proportion to the excess. For example, and by way of example only, if the total power generation capacity of the Project as of the last day of the 2022 tax year is 125% of two megawatts of AC power, then the Net FILOT Payment for such year shall be increased by 25%. The Sponsor shall provide the County Administrator and Finance Director with report(s) (including third party reports, if applicable) not less frequently than annually, at the end of the calendar year, or any time the power generation capacity of the Project is increased, providing conclusive evidence of the then-current power generation capacity of the Project and the actual maximum power production of the Project since the last such report.

“Non-Qualifying Property” shall mean that portion of the Project consisting of: (i) property as to which the Sponsor incurred expenditures prior to the Investment Period or, except as to Replacement Property, after the end of the Investment Period; (ii) Existing Property; and (iii) any released property or other property which fails or ceases to qualify for FILOT Payments, including without limitation property as to which the Sponsor has terminated the FILOT. The Sponsor agrees that the real estate improvements on the Real Property as of the date of this Fee Agreement shall constitute Non-Qualifying Property for purposes of this Fee Agreement.

“Phase” or “Phases” in respect of the Project shall mean the Building and Equipment placed in service during each year of the Investment Period. “Phase Termination Date” shall mean with respect to each Phase of the Project the day thirty (30) years after each such Phase of the Project becomes subject to the terms of this Fee Agreement with an option to extend the term for a further ten (10) years in accordance with the Act. Anything contained herein to the contrary notwithstanding, the last Phase Termination Date shall be no later than the later of: (a) December 31, 2059, unless an extension of time in which to complete the Project is granted by the County pursuant to Section 12-44-30(13) of the Act or (b) December 31 of the year of the expiration of the maximum period of years that the annual fee payment is available to the Sponsor under Section 12-44-30(20) of the Act, as amended. “Power Purchase Agreement” shall mean any agreement applicable to the Project whereby any third party contracts to purchase electricity generated by the Project for any term. “Project” shall mean the Structure and the Equipment, together with the acquisition and installation thereof as acquired, in Phases. “Project Commitment” shall have the meaning set forth in the recitals to this Fee Agreement. “Qualifying Infrastructure Costs” shall have the meaning set forth in Section 4.1 of this Fee Agreement. “Real Property” shall mean the Land identified on Exhibit A, together with all and singular rights, members, hereditaments and appurtenances belonging or in any way incident or appertaining thereto to the extent such become a part of the Project under this Fee Agreement, all improvements hereafter situated thereon and all fixtures hereafter attached thereto, to the extent such improvements and fixtures become part of the Project under this Fee Agreement.

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“Replacement Property” shall mean any property which is placed in service as a replacement for any item of Equipment which is scrapped or sold by the Sponsor and treated as a Removed Component under Section 4.6 hereof regardless of whether such property serves the same function as the property it is replacing and regardless of whether more than one piece of property replaces any item of Equipment, but only to the extent that such property may be included in the calculation of the FILOT pursuant to Section 4.2 hereof and Section 12-44-60 of the Code. “Special Source Revenue Credit” shall mean the Special Source Revenue Credit described in Section 4.1 hereof. “Sponsor” shall mean Hummingbird Solar, LLC, a South Carolina limited liability company duly qualified to transact business in the State of South Carolina and any surviving, resulting, or transferee entity in any merger, consolidation, or transfer of assets; or any assignee hereunder which is designated by the Sponsor and approved or ratified by the County. “Structure” shall mean the structures and other improvements to be constructed or installed upon the Real Property as part of the implementation of the Project. Any reference to any agreement or document in this Article I or otherwise in this Fee Agreement shall be deemed to include any and all amendments, supplements, addenda, and modifications to such agreement or document.

ARTICLE II REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations of the County. The County hereby represents and warrants to the Sponsor as follows:

(a) The County is a body politic and corporate and a political subdivision of the State which acts through the County Council as its governing body and by the provisions of the Act is authorized and empowered to enter into the transactions contemplated by this Fee Agreement and to carry out its obligations hereunder. The County has duly authorized the execution and delivery of this Fee Agreement and any and all other agreements described herein or therein.

(b) Based on representations by the Sponsor, County Council evaluated the Project based on all relevant criteria including the purposes the Project is to accomplish, the anticipated dollar amount and nature of the investment resulting from the Project, and the anticipated costs and benefits to the County and following the evaluation, the County determined that (i) the Project is anticipated to benefit the general public welfare of the County by providing services, employment, recreation, or other public benefits not otherwise adequately provided locally; (ii) the Project gives rise to no pecuniary liability of the County or any incorporated municipality and to no charge against the County’s general credit or taxing power; (iii) the purposes to be accomplished by the Project are proper governmental and public purposes; and (iv) the benefits of the Project are greater than the costs.

(c) Based upon representations by the Sponsor, the Project constitutes a “project” within the meaning of the Act.

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(d) By proper action of the County Council, the County has duly authorized the execution and delivery of this Agreement and any and all actions necessary and appropriate to consummate the transactions contemplated hereby.

(e) This Agreement has been duly executed and delivered on behalf of the County.

(f) The County agrees to use its best efforts to cause the Land to be located within the Multi-County Park, and the County will diligently take all reasonable acts to ensure that the Project will continuously be included with the boundaries of the Multi-County Park or another multi-county park in order that the maximum tax benefits afforded by the laws of the State of South Carolina for projects in the County located within multi-county industrial parks will be available to the Sponsor.

(g) No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the County are pending or threatened against or affecting the County in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement.

Section 2.2 Representations of the Sponsor. The Sponsor hereby represents and warrants to the County as follows:

(a) The Sponsor is duly organized and in good standing under the laws of the State of South Carolina, has power to enter into this Fee Agreement, and by proper company action has duly authorized the execution and delivery of this Fee Agreement.

(b) The Sponsor’s execution and delivery of this Fee Agreement and its compliance with the provisions hereof will not result in a default, not waived or cured, under any company restriction or any agreement or instrument to which the Sponsor is now a party or by which it is bound.

(c) The Sponsor intends to operate the Project as a “project” within the meaning of the Act as in effect on the date hereof. The Sponsor intends to develop, install or operate, as applicable solar power generating facilities, to conduct other legal activities and functions with respect thereto, and for such other purposes permitted under the Act as the Sponsor may deem appropriate.

(d) The availability of the payment in lieu of taxes with regard to the Economic Development Property authorized by the Act has induced the Sponsor to undertake the Project in the County.

(e) The Sponsor plans and commits to achieve its Project Commitment by the end of the Investment Period.

(f) The income tax year of the Sponsor, and accordingly the property tax year, for federal income tax purposes, ends on December 31.

(g) The Sponsor has retained legal counsel to confirm, or has had a reasonable opportunity to consult legal counsel to confirm, its eligibility for the FILOT and other incentives

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granted by this Fee Agreement and has not relied on the County, its officials, employees or legal representatives with respect to any question of eligibility or applicability of the FILOT and other incentives granted by this Fee Agreement.

ARTICLE III THE PROJECT

Section 3.1 The Project. The Sponsor has acquired and/or installed since the Commencement Date or made plans for the acquisition and/or installation of certain Equipment on the Land which comprises the Project.

Pursuant to the Act, the Sponsor and the County hereby agree that the property comprising the Project shall be Economic Development Property as defined under the Act.

Section 3.2 Diligent Completion. The Sponsor agrees to use its reasonable efforts to cause the acquisition, construction and installation of the Project to be completed as soon as practicable.

ARTICLE IV PAYMENTS IN LIEU OF TAXES

Section 4.1 Special Source Revenue Credit. The County hereby grants to the Sponsor, subject to the provisions herein, and the Sponsor hereby accepts from the County, a Special Source Revenue Credit, in reimbursement of investment in Qualifying Infrastructure Costs as described below, to be applied to its annual fee-in-lieu of taxes liability in an amount equal to the FILOT Payments due under this Fee Agreement, to be calculated as set forth in Section 4.2, minus the Net FILOT Payment. For illustration purposes, and only as a means of illustration, a formula of this calculation is shown on Exhibit B, attached hereto. In no event may the Sponsor’s aggregate Special Source Revenue Credit claimed pursuant to this Section exceed the aggregate amount of Qualifying Infrastructure Costs.

(a) The Special Source Revenue Credit shall be effective starting with the first property tax year following the year in which the Project (or any phase thereof) is initially placed in service and, so long as the Sponsor meets the Project Commitment within the Investment Period, shall remain effective for the entire Fee Term. For purposes of this Fee Agreement, “Qualifying Infrastructure Costs” shall include but not be limited to, the cost of designing, acquiring, constructing, improving, or expanding the infrastructure serving the Project and for improved or unimproved real estate and machinery and equipment in connection with the Project, and any other such similar or like expenditures authorized by the Code.

(b) In order to receive the Special Source Revenue Credit on the Non-Qualifying Property (if applicable), the Sponsor agrees to waive the tax exemptions that otherwise may be applicable if the Non-Qualifying Property were subject to ad valorem taxes, including the exemptions allowed pursuant to Section 3(g) of Article X of the Constitution of the State of South Carolina, and the exemptions allowed pursuant to Sections 12-37-220(B)(32) and (34) of the Code.

(c) If for any reason the FILOT Payment to be made with respect to any year is less than the Net FILOT Payment, thus resulting in an SSRC that is a negative number, and if a court

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of competent jurisdiction holds or determines that a negative SSRC is not permitted under the Park Act, the Sponsor shall not be entitled to receive the SSRC with respect to such year and shall make an additional payment to the County that is equal to the difference between the Net FILOT Payment and the FILOT Payment of that given year. Any payment made under the foregoing sentence shall be due at the time the corresponding FILOT Payment is due, shall be treated as a FILOT Payment under this Fee Agreement and shall be subject to statutory interest if not paid when due pursuant to Section 12-54-25, Code of Law of South Carolina 1976, as amended, as allowed under the FILOT Act.

(d) In the event (i) the Sponsor willfully terminates this Fee Agreement for any reason except in the event of a Force Majeure as defined in section 5.10 herein, (ii) the County terminates this Fee Agreement due to a default hereunder by the Sponsor, subject to cure rights, or (iii) the Sponsor fails to make the Project Commitment by the end of the Investment Period, then, upon demand by the County in writing, the Sponsor shall pay to the County the difference, if any, between the total FILOT Payments actually paid during the term of the Fee Agreement and the amount which would have been due had the property been subject to FILOT Payments determined under Title 12, Chapter 44 of the Code, using a fixed millage rate of 264.9 mills for a 30-year term, and applying a special source revenue credit of sixty-five percent (65%) for each year in which a FILOT Payment was to be made with statutory interest on such amount calculated pursuant to Section 12-54-25 of the Code of Laws of South Carolina 1976, as amended. Payments made under Section 4.1(e) of this Fee Agreement shall be considered as having been made for purposes of applying this Section 4.1(d), whether that results in a positive or negative increase to the payment due under this Section 4.1(d).

(e) The Sponsor shall make Net FILOT Payments for each year in which a Power Purchase Agreement is in place. The Sponsor recognizes that the County offered the incentives described herein in reliance on the understanding that the initial Power Purchase Agreement applicable to the Project has a term of no less than 15 years. In the event of a termination of this Fee Agreement during the term of an applicable Power Purchase Agreement, the Sponsor shall be responsible for the remainder of such payments, which shall be due and payable within ninety (90) days of termination of this Fee Agreement.

Section 4.2 (a) Negotiated FILOT Payments. Pursuant to Section 12-44-50 of the Act, the Sponsor is required to make payments in lieu of ad valorem taxes to the County with respect to the Project. Inasmuch as the Sponsor anticipates the Project will involve an initial investment of sufficient sums to qualify to enter into a fee in lieu of tax arrangement under Section 12-44-50(A)(1) of the Act, the County and the Sponsor have negotiated the amount of the payments in lieu of taxes in accordance therewith. In accordance therewith, the Sponsor shall make payments in lieu of ad valorem taxes on all the Equipment, Structures and Real Property which collectively comprise the Project and are placed in service, as follows: the Sponsor shall make payments in lieu of ad valorem taxes with respect to each Phase of the Project placed in service on or before the last day of the Investment Period, said payments to be made annually and to be due and payable and subject to penalty assessments on the same dates and in the same manner as prescribed by the County for ad valorem taxes, less the Special Source Revenue Credit. The amount of such equal annual payments in lieu of taxes shall be determined by the following procedure (subject, in any event, to the required procedures under the Act and to Section 4.4 hereof):

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Step 1: Determine the fair market value of the improvements to the Real Property and Equipment in the Phase of the Project placed in service in any given year for such year and for the following 29 years using the original income tax basis for State income tax purposes less depreciation for each year allowable to the Sponsor for any Equipment as determined in accordance with Title 12 of the Code, as amended and in effect on December 31 of the year in which each Phase becomes subject to the Fee Agreement, except that no extraordinary obsolescence shall be allowable but taking into account all applicable property tax exemptions which would be allowed to the Sponsor under State law, if the property were taxable, except those exemptions specifically disallowed under Section 12-44-50(A)(2) of the Act, as amended and in effect on December 31 of the year in which each Phase becomes subject to the Fee Agreement. The County and Sponsor also agree pursuant to Section 12-44-50(A)(1) of the Act that the value of the Real Property included in any Phase of the Project shall be its fair market value as determined by appraisal but the fair market value of the Real Property shall be subject to reappraisal by the South Carolina Department of Revenue not more than once every five (5) years.

Step 2: Apply an assessment ratio of 6% to the fair market value as determined for

each year in Step 1 to establish the taxable value of each Phase of the Project in the year it is placed in service and in each of the twenty-nine (29) years thereafter or such longer period of years that the annual fee payment is permitted to be made by the Sponsor under the Act, as amended.

Step 3: Use a millage rate of 0.2649 mils, or the combined millage rates set for the tax

year 2021 by the County and Florence County School District (or the applicable school district) (these combined millage rates being in effect on June 30 prior to the calendar year in which this Agreement is signed as permitted by Section 12-44-50(A)(1)(d) of the Act) and any other overlapping political units having taxing jurisdiction where the Real Property is located, to determine the amount of the payments in lieu of taxes which would be due in each year of the Fee Term on the payment dates prescribed by the County for such payments or such longer period of years that the annual fee payment is permitted to be made by the Sponsor under the Act, as amended.

Step 4: Increase or decrease the calculated amounts determined in the previous Steps

by the Special Source Revenue Credit as described in Section 4.1 herein. The increase or decrease under Section 4.1 shall be shown on the bill sent by the County to the Sponsor, or paid by a check from the County Treasurer.

In the event that it is determined by a final order of a court of competent jurisdiction or

by agreement of the parties that the payment in lieu of taxes applicable to this transaction is to be calculated differently than described above, the payment shall be reset at the permitted level so determined.

In the event that the Act and/or the above-described payments in lieu of taxes are declared invalid or unenforceable, in whole or in part, for any reason, the parties express their intentions that such payments and this Fee Agreement be reformed so as to most closely

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effectuate the legal, valid, and enforceable intent thereof and so as to afford the Sponsor with the benefits to be derived hereof, it being the intention of the County to offer the Sponsor an inducement to locate the Project in the County. If the Project is deemed to be subject to ad valorem taxation, the payment in lieu of ad valorem taxes to be paid to the County by the Sponsor shall become equal to the amount which would result from taxes levied on the Project by the County, municipality or municipalities, school district or school districts, and other political units as if the Project was and had not been Economic Development Property under the Act. In such event, any amount determined to be due and owing to the County from the Sponsor with respect to a year or years for which payments in lieu of ad valorem taxes have been previously remitted by the Sponsor to the County hereunder, shall be reduced by the total amount of payments in lieu of ad valorem taxes made by the Sponsor with respect to the Project pursuant to the terms hereof.

(b) The Sponsor agrees to waive the benefits of any future legislative enactment that reduces property taxes available to solar farm property. If Sponsor claims any such benefits in addition to the benefits provided in this Fee Agreement, such action shall constitute an early termination of this Fee Agreement by Sponsor.

(c) If the Sponsor fails to meet the Act Minimum Investment Requirement by the last day of the Investment Period, the Fee Agreement shall terminate and the Sponsor shall owe the County a retroactive tax payment in an amount equal to the difference between ad valorem property taxes on the Real Property and the Equipment subject to payments in lieu of taxes under this Fee Agreement computed as if this Fee Agreement had not been in effect for such retroactive period and FILOT Payments made under this Fee Agreement for that retroactive period, taking into account exemptions and/or abatements from property taxes that would have been available to the Sponsor, including but not limited to any exemption and/or abatement provided pursuant to Section 12-37-220(A)(7) of the Code (hereinafter “Retroactive Tax Payment”). The repayment obligations arising under this Section survives termination of this Fee Agreement.

Section 4.3 Payments in Lieu of Taxes on Replacement Property. If the Sponsor elects to replace any Removed Components (as defined below) and to substitute such Removed Components with Replacement Property as a part of the Project, then, pursuant and subject to Section 12-44-60 of the Act, the Sponsor shall make statutory payments in lieu of ad valorem taxes with regard to such Replacement Property as follows (subject in all events to the applicable provisions of the Act):

(a) to the extent that the income tax basis of the Replacement Property (the “Replacement Value”) is less than or equal to the original income tax basis of the Removed Components (the “Original Value”) the amount of the payments in lieu of taxes to be made by the Sponsor with respect to such Replacement Property shall be calculated in accordance with Section 4.2 hereof; provided, however, in making such calculations, the original cost to be used in Step 1 of Section 4.2 shall be equal to the lesser of (x) the Replacement Value and (y) the Original Value, and the number of annual payments to be made with respect to the Replacement Property shall be equal to thirty (30) (or, if greater, the maximum number of years for which the annual fee payments are available to the Sponsor for each portion of the Project under the Act, as amended) minus the number of annual payments which have been made with respect to the oldest Removed Components disposed of in the same property tax year as the Replacement Property is placed in service; and

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(b) to the extent that the Replacement Value exceeds the Original Value of the Removed Components (the “Excess Value”), the payments in lieu of taxes to be made by the Sponsor with respect to the Excess Value shall be equal to the payment that would be due if the property were not Economic Development Property.

Section 4.4 Reductions in Payments in Lieu of Taxes Upon Removal, Condemnation or Casualty. In the event of a Diminution in Value of any Phase of the Project, the payment in lieu of taxes with regard to that Phase of the Project shall be reduced in the same proportion as the amount of such Diminution in Value bears to the original fair market value of that Phase of the Project as determined pursuant to Step 1 of Section 4.2 hereof.

Section 4.5 Place and Allocation of Payments in Lieu of Taxes. The Sponsor shall make the above-described payments in lieu of taxes directly to the County in accordance with applicable law.

Section 4.6 Removal of Equipment. The Sponsor shall be entitled to remove the following types of components or Phases of the Project from the Project with the result that said components or Phases (the “Removed Components”) shall no longer be considered a part of the Project and shall no longer be subject to the terms of this Fee Agreement: (a) components or Phases which become subject to statutory payments in lieu of ad valorem taxes; (b) components or Phases of the Project or portions thereof which the Sponsor, in its sole discretion, determines to be inadequate, obsolete, uneconomic, worn-out, damaged, unsuitable, undesirable or unnecessary; or (c) components or Phases of the Project or portions thereof which the Sponsor, in their sole discretion, elects to remove pursuant to Section 4.7(c) or Section 4.8(b)(iii) hereof. To the extent that the Special Source Revenue Credit is used as payment for personal property, including machinery and equipment, and the Removed Component is removed from the Project at any time during the life of the Negotiated FILOT Payment for said Removed Component, the amount of the Negotiated FILOT Payment on the Removed Component for the year in which the Removed Component was removed from the Project also shall be due for the two years immediately following the removal. To the extent that any Special Source Revenue Credits were used for both real property and personal property or infrastructure and personal property, all amounts will be presumed to have been first used for personal property. Notwithstanding the foregoing, if the Removed Component is removed from the Project but is replaced with qualifying Replacement Property, then the Removed Component will not be considered to have been removed from the property.

Section 4.7 Damage or Destruction of Project.

(a) Election to Terminate. Subject to Section 4.1(d) hereof, in the event the Project is damaged by fire, explosion, or any other casualty, the Sponsor shall be entitled to terminate this Fee Agreement; provided, however, that (i) if there has been only partial damage of the Project due to any of such casualties and the Sponsor elects to terminate this Agreement, and (ii) the Sponsor has not met the Act Minimum Investment Requirement at the time of such termination, the Sponsor shall owe the County the Retroactive Tax Payment, but to the extent permitted by law if the Sponsor has met the Act Minimum Investment Requirement within the time period required under the Act, it shall owe no Retroactive Tax Payment.

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(b) Election to Rebuild. In the event the Project is damaged by fire, explosion, or any other casualty, and if the Sponsor does not elect to terminate this Fee Agreement, the Sponsor may in their sole discretion commence to restore the Project with such reductions or enlargements in the scope of the Project, changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the Sponsor. All such restorations and replacements shall be considered, to the extent permitted by law, substitutions of the destroyed portions of the Project and shall be considered part of the Project for all purposes hereof, including, but not limited to any amounts due by the Sponsor to the County under Section 4.2 hereof.

(c) Election to Remove. In the event the Sponsor elects not to terminate this Fee Agreement pursuant to subsection (a) and elects not to rebuild pursuant to subsection (b), the damaged portions of the Project shall be treated as Removed Components.


(a) Complete Taking. If at any time during the Fee Term title to or temporary use of the entire Project should become vested in a public or quasi-public authority by virtue of the exercise of a taking by condemnation, inverse condemnation or the right of eminent domain, or by voluntary transfer under threat of such taking, or in the event that title to a portion of the Project shall be taken rendering continued occupancy of the Project commercially infeasible in the judgment of the Sponsor, the Sponsor shall have the option to terminate this Fee Agreement as of the time of vesting of title by sending written notice to the County within a reasonable period of time following such vesting.

(b) Partial Taking. In the event of a partial taking of the Project or transfer in lieu thereof, the Sponsor may elect: (i) to terminate this Fee Agreement; provided, however, that if the Sponsor has not met the Act Minimum Investment Requirement at the time of such termination, the Sponsor shall owe the County the Retroactive Tax Payment, but to the extent permitted by law if the Sponsor has met the Act Minimum Investment Requirement within the time period required under the Act, it shall owe no Retroactive Tax Payment; (ii) to repair and restore the Project, with such reductions or enlargements in the scope of the Project, changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the Sponsor; or (iii) to treat the portions of the Project so taken as Removed Components.

Section 4.9 Merger of Sponsor with Related Party. The County agrees that, without again obtaining the approval of the County (to the extent permitted by the Act), the Sponsor may merge with or be acquired by a related party so long as the surviving company has an equal or greater net asset value of the Sponsor and the merged entity assumes all duties and liabilities of the Sponsor set forth in this Fee Agreement.

Section 4.10 Indemnification Covenants.

(a) Except as provided in paragraph (d) below, the Sponsor shall indemnify and save the County, its employees, elected officials, officers and agents (each, an “Indemnified Party”) harmless against and from all liability or claims arising from the County’s execution of this Fee Agreement, performance of the County’s obligations under this Fee Agreement or the

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administration of its duties pursuant to this Fee Agreement, or otherwise by virtue of the County having entered into this Fee Agreement.

(b) The County is entitled to use counsel of its choice and the Sponsor shall reimburse the County for all of its costs, including attorneys’ fees, incurred in connection with the response to or defense against such liability or claims as described in paragraph (a), above. The County shall provide a statement of the costs incurred in the response or defense, and the Sponsor shall pay the County within 30 days of receipt of the statement. The Sponsor may request reasonable documentation evidencing the costs shown on the statement. However, the County is not required to provide any documentation which may be privileged or confidential to evidence the costs.

(c) The County may request the Sponsor to resist or defend against any claim on behalf of an Indemnified Party. On such request, the Sponsor shall resist or defend against such claim on behalf of the Indemnified Party, at the Sponsor’s expense. The Sponsor is entitled to use counsel of its choice, manage and control the defense of or response to such claim for the Indemnified Party; provided the Sponsor is not entitled to settle any such claim without the consent of that Indemnified Party.

(d) Notwithstanding anything herein to the contrary, the Sponsor is not required to indemnify any Indemnified Party against or reimburse the County for costs arising from any claim or liability (i) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Fee Agreement, performance of the County’s obligations under this Fee Agreement, or the administration of its duties under this Fee Agreement, or otherwise by virtue of the County having entered into this Fee Agreement; or (ii) resulting from that Indemnified Party’s own negligence, bad faith, fraud, deceit, or willful misconduct.

(e) An Indemnified Party may not avail itself of the indemnification or reimbursement of costs provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claim.

Section 4.11 Confidentiality/Limitation on Access to Project. The County acknowledges and understands that the Sponsor utilizes confidential and proprietary “state-of-the-art” trade equipment and techniques and that a disclosure of any information relating to such equipment or techniques, including but not limited to disclosures of financial or other information concerning the Sponsor’s operations would result in substantial harm to the Sponsor. The Sponsor may clearly label any Confidential Information delivered to the County pursuant to this Fee Agreement as confidential information (“Confidential Information”). Therefore, subject to the provisions of Section 4.12 hereof, the County agrees that, except as required by law and pursuant to the County’s police powers and except as deemed reasonably necessary by the County in the performance of its duties as tax assessor and collector, and/or its duties as Auditor, neither the County nor any employee, agent or contractor of the County: (i) shall request or be entitled to receive any such Confidential Information; (ii) shall request or be entitled to inspect the Project or any property associated therewith; provided, however, that if an Event of Default shall have occurred and be continuing hereunder, the County shall be entitled to inspect the

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Project provided they shall comply with the remaining provisions of this Section; or (iii) shall disclose or otherwise divulge any such Confidential Information to any other person, firm, governmental body or agency, or any other entity unless specifically required to do so by State law. Prior to disclosing any confidential or proprietary information or allowing inspections of the Project or any property associated therewith, the Sponsor may require the execution of reasonable, individual, confidentiality and non-disclosure agreements by any officers, employees or agents of the County or any supporting or cooperating governmental agencies who would gather, receive or review such information or conduct or review the results of any inspections.

Section 4.12 Records and Reports. The Sponsor agrees to maintain or cause to be maintained and will make available to the County for inspection upon request of the County such books and records with respect to the Project as will permit the identification of the Equipment placed in service in each property tax year during the Investment Period, the amount of investment with respect thereto, and its computations of all payments in lieu of taxes made hereunder and to comply with all reporting requirements of the State of South Carolina and the County applicable to property subject to payments in lieu of taxes under the Act, including without limitation the reports required by Section 12-44-90 of the Act (collectively, “Filings”).

Notwithstanding any other provision of this Section 4.12, the Sponsor may designate as Confidential Information any Filings delivered to the County segments thereof that the Sponsor believes contain proprietary, confidential, or trade secret matters. The County shall conform, to the extent permitted by law, with all reasonable, written requests made by the Sponsor with respect to maintaining confidentiality of such designated segments.

The Sponsor shall make all required annual property tax/FILOT filings on the required PT-300 (or successor) form with the South Carolina Department of Revenue and shall cause copies of all such filings to be made with the County Auditor, Assessor, and Treasurer as required by Section 12-44-90 of the Act. Such filings shall be made on or before the due date for filing with the South Carolina Department of Revenue.

Section 4.13 Payment of Administrative Expenses. The Sponsor will reimburse the County from time to time for its Administrative Expenses promptly upon written request therefor, but in no event later than 60 days after receiving written notice from the County including a general statement of the amount and nature of the Administration Expense and requesting the payment of the same. The payment by the Sponsor of the County’s Administration Expenses shall not be construed as prohibiting the County from engaging, at its discretion, the counsel of the County’s choice.

Section 4.14 Collection and Enforcement Rights of County. The parties acknowledge that, as provided in Section 12-44-90 of the Code, the County’s right to receive payments in lieu of taxes hereunder shall be the same as its rights conferred under Title 12 of the Code relating to the collection and enforcement of ad valorem property taxes and, for purposes of this application, payments in lieu of taxes due hereunder shall be considered a property tax. Prior to the due date of the first FILOT Payment hereunder, the Sponsor shall provide an irrevocable surety or performance bond or irrevocable letter of credit to secure the performance of its obligations hereunder, including but not limited to any payment obligations that may arise pursuant to Sections 4.1(d), 4.1(e), and 4.19. Coverage under such surety or performance bond or irrevocable letter of credit shall be in at least the amounts set forth in Exhibit C. The surety or performance bond or irrevocable letter of credit shall be for the benefit of the County, and

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the issuer as well as the form and substance thereof must be agreeable to the County, as determined by the County Administrator, provided that consent may not be unreasonably withheld, conditioned, or delayed.

Section 4.15 Assignment and Subletting. This Fee Agreement may be assigned, in whole or in part and the Project may be subleased as a whole or in part by the Sponsor so long as such assignment or sublease is made in compliance with Section 12-44-120 of the Act; provided, however, that in connection with any assignment or total subleasing by the Sponsor in which the Sponsor requests the release of the Sponsor from this Fee Agreement, the consent of the County shall be required, which consent shall not be unreasonably withheld. The County hereby consents to transfers not requiring its consent, and to the extent any required or further consent is requested, the County may do so by passage of a resolution.

Section 4.16 County’s Estoppel Certificates for Sponsor’s Financing Transactions. The County agrees to deliver, and hereby authorizes the County Administrator to execute and deliver on behalf of the County without further action required on the part of the County Council, all at the expense of the Sponsor, respectively, any estoppel certificates, acknowledgements or other documents certifying, to the County Administrator’s knowledge, the full force and effect of this Fee Agreement and the absence of any default hereunder and acknowledging the continuing validity of this Fee Agreement after its transfer required in any financing related transfers authorized by Section 12-44-120 of the Act, as may be reasonably requested by the Sponsor or any lender of the Sponsor from time to time in connection with any financing arrangement or financing related transfers made by the Sponsor as contemplated under Section 12-44-120 of the Act.

Section 4.17 Sponsor’s Continuing Obligations After Termination by Sponsor. In the event the Sponsor terminates this Fee Agreement, the Sponsor shall continue to be obligated to the County for its indemnification covenants under Section 4.10, the payment of outstanding Administrative Expenses under Section 4.13, and any outstanding payments in lieu of taxes under Article IV or retroactive payments required under this Fee Agreement or the Act, and all other payments due hereunder.


(a) Failure by the Sponsor to make, upon levy, the payments in lieu of taxes described in Section 4.2 hereof; provided, however, that the Sponsor shall be entitled to all redemption rights granted by applicable statutes; or

(b) Failure by the Sponsor to perform any of the other material terms, conditions, obligations or covenants of the Sponsor hereunder, which failure shall continue for a period of ninety (90) days after written notice from the County to the Sponsor specifying such failure and requesting that it be remedied, unless the County shall agree in writing to an extension of such time prior to its expiration.

Section 4.19 Remedies on Default. Whenever any Event of Default shall have occurred and shall be continuing, the County, after having given written notice to the Sponsor of such default and after the expiration of a thirty (30) day cure period the County shall grant to the Sponsor (which cure period shall not be applicable in the case of failure to make the payments in

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lieu of taxes due under this Fee Agreement), may take any one or more of the following remedial actions:

(a) Terminate the Fee Agreement; or

(b) Take whatever action at law or in equity may appear necessary or desirable to collect the other amounts due and thereafter to become due or to enforce performance and observance of any obligation, agreement or covenant of the Sponsor under this Fee Agreement; or

(c) In the event of an Event of Default hereunder, if the Sponsor has not caused all solar panels on the Land to be removed within one hundred eighty (180) days, the Company shall ensure (including in the terms of any lease agreement(s) relating to the Land) that the County and its authorized employees, agents, and third party contractors shall have the right to enter upon the Land to engage in a removal of all remaining solar panels from the Land.

Section 4.20 Remedies Not Exclusive. No remedy conferred upon or reserved to the County under this Fee Agreement is intended to be exclusive of any other available remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other lawful remedy now or hereafter existing. No delay or omission to exercise any right or power accruing upon any continuing default hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the County to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be herein expressly required and such notice required at law or equity which the Sponsor is not competent to waive.

Section 4.21 Decommission Costs. Within six months of the first date upon which the Project produces electricity, Sponsor shall procure and deliver to the County a surety or performance bond or irrevocable letter of credit in the amount of $10,000.

ARTICLE V MISCELLANEOUS

Section 5.1 Notices. Any notice, election, demand, request or other communication to be provided under this Fee Agreement shall be effective when delivered to the party named below or when deposited with the United States Postal Service, certified mail, return receipt requested, postage prepaid, addressed as follows (or addressed to such other address as any party shall have previously furnished in writing to the other party), except where the terms hereof require receipt rather than sending of any notice, in which case such provision shall control:

AS TO THE COUNTY: Florence County, South Carolina Attn: County Administrator 180 N. Irby St. Florence, SC 29501 (843) 665-3035 WITH COPIES TO: William R. Johnson

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Haynsworth Sinkler Boyd, P.A. 1201 Main Street, Suite 2200 Columbia, SC 29201

FAX: (803) 765-1243

AS TO THE SPONSOR: Hummingbird Solar LLC Jesse Montgomery 227 Southside Drive, Suite B Charlotte, NC 28217 704-200-2915

WITH COPIES TO: W. Ford Graham K&L Gates LLP

134 Meeting Street, Suite 500 Charleston, South Carolina 29401 (843) 579-5600

Section 5.2 Binding Effect. This Fee Agreement and each document contemplated

hereby or related hereto shall be binding upon and inure to the benefit of the Sponsor and the County and their respective successors and assigns. In the event of the dissolution of the County or the consolidation of any party of the County with any other political subdivision or the transfer of any rights of the County to any other such political subdivision, all of the covenants, stipulations, promises and agreements of this Fee Agreement shall bind and inure to the benefit of the successors of the County from time to time and any entity, officer, board, commission, agency or instrumentality to whom or to which any power or duty of the County has been transferred.




Section 5.6 Amendments. The provisions of this Fee Agreement may only be modified or amended in writing by an agreement or agreements entered into between the parties.

Section 5.7 Further Assurance. From time to time the County agrees to execute and deliver to the Sponsor such additional instruments as the Sponsor may reasonably request to effectuate the purposes of this Fee Agreement.

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Section 5.8 Severability. If any provision of this Fee Agreement is declared illegal, invalid or unenforceable for any reason, the remaining provisions hereof shall be unimpaired and such illegal, invalid or unenforceable provision shall be reformed so as to most closely effectuate the legal, valid and enforceable intent thereof and so as to afford the Sponsor with the maximum benefits to be derived herefrom, it being the intention of the County to offer the Sponsor the strongest inducement possible to locate the Project in the County.

Section 5.9 Limited Obligation. ANY OBLIGATION OF THE COUNTY CREATED BY OR ARISING OUT OF THIS FEE AGREEMENT SHALL BE A LIMITED OBLIGATION OF THE COUNTY, PAYABLE BY THE COUNTY SOLELY FROM THE PROCEEDS DERIVED UNDER THIS FEE AGREEMENT AND SHALL NOT UNDER ANY CIRCUMSTANCES BE DEEMED TO CONSTITUTE A GENERAL OBLIGATION OF THE COUNTY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION.

Section 5.10 Force Majeure. Except for payments in lieu of taxes under this Fee Agreement the due dates of which are statutorily mandated, the Sponsor shall not be responsible for any delays or non-performance caused in whole or in part, directly or indirectly, by strikes, accidents, freight embargoes, fire, floods, inability to obtain materials, conditions arising from government orders, acts or regulations, war or national emergency, or acts of God.

Section 5.11 Execution Disclaimer. Notwithstanding any other provisions, the County is executing this Fee Agreement as a statutory accommodation to assist the Sponsor in achieving the intended benefits and purposes of the Act. The County has made no independent legal or factual investigation regarding the particulars of this transaction and it executes this Fee Agreement in reliance upon representations by the Sponsor that this document complies with all laws and regulations, particularly those pertinent to industrial development projects in South Carolina.

[Signature page follows]

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IN WITNESS WHEREOF, the County, acting by and through the County Council, has caused this Fee Agreement to be executed in its name and behalf by its Chairman and to be attested by the County Administrator; and the Sponsor has caused this Fee Agreement to be executed by its duly authorized officer, all as of the day and year first above written.

FLORENCE COUNTY, SOUTH CAROLINA By:

Willard Dorriety, Jr., Chairman Florence County Council

ATTEST: Connie Y. Haselden, Clerk to Council Florence County Council SPONSOR: Hummingbird Solar LLC ______________________________________ By: Jesse Montgomery Its: dra

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Exhibit A

Description of Real Estate

A portion of that certain piece, parcel, or tract of land, with all improvements thereon, situate lying or being in the County of Florence, State of South Carolina, bearing Tax Map Number 00240-01-011.

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Exhibit B

Illustration of Special Source Revenue Credit Calculation

Negotiated FILOT Payment (Fair Market Value (as adjusted for depreciation) x 6% Assessment Ratio x 0.2649 mils)

- Net FILOT Payment

($7,600 as adjusted for increases in power production)) =

The Special Source Revenue Credit (for the applicable year)

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Exhibit C

Bond Coverage Requirements

Year Bond Reqt.1 4,2092 7,8963 11,0624 13,7075 15,8296 17,4317 18,5108 19,0699 19,105

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[An Ordinance Authorizing An Amendment To The Agreement Governing The Darlington-

Florence Industrial Park Dated As Of April 21, 2016 To Add Additional Park Property In

Florence County, And Addressing Other Matters Related Thereto.]

OPTIONS:



ATTACHMENTS:


153

Sponsor(s) : County Council Introduction : July 16, 2020 I,_______________________, Committee Referral : Council Clerk, certify that the Committee Consideration Date : ad for a Public Hearing on this Committee Recommendation : Ordinance ran on: _________. Second Reading : August 20, 2020 Public Hearing : Third Reading : Effective Date : Immediately



AUTHORIZING AN AMENDMENT TO THE AGREEMENT GOVERNING THE DARLINGTON-FLORENCE INDUSTRIAL PARK DATED AS OF APRIL 21, 2016 TO ADD ADDITIONAL PARK PROPERTY IN FLORENCE COUNTY, AND ADDRESSING OTHER MATTERS RELATED THERETO.

WHEREAS:

1. Florence County, South Carolina, a political subdivision of the State of South Carolina (the“County”), acting by and through its County Council (the “County Council”), andDarlington County, South Carolina, a political subdivision of the State of South Carolina(“Darlington County”), acting by and through its County Council, are authorized pursuantto Article VIII, Section 13(D) of the Constitution of the State of South Carolina and Title 4,Chapter 1 of the Code of Laws of the State of South Carolina 1976, as amended, andspecifically Section 4-1¬170 thereof (collectively, the “Park Act”), to develop jointly anindustrial or business park with other counties within the geographical boundaries of one ormore member counties; and

2. Pursuant to the Park Act, the County and Darlington County entered into that certainAgreement Governing the Darlington-Florence Industrial Park dated as of April 21, 2016, (asamended, modified, and supplemented, collectively, the “Park Agreement”) whereby theCounty and Darlington County agreed to develop a joint county industrial or business parkeligible to include property located in either the County or Darlington County (the “Park”);and

3. Section 1.01 of the Park Agreement establishes the procedure for enlargement of theboundaries of the Park to include additional property; and

4. The County and Darlington County, having determined that an enlargement of theboundaries of the Park would promote economic development and thus provide additionalemployment and investment opportunities within said Counties, have agreed to enter into anAmendment of the Agreement Governing the Darlington-Florence Industrial Park (the“Amendment”) to enlarge the boundaries of the Park by including therein certain propertypresently or to be leased and/or operated by a company identified as Florence Solar Projectsand located in Florence County (the “Florence Solar Projects Property”), and which

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Amendment is to be dated as of MM DD, 2020 or such other date as the County and Darlington County may agree.

NOW, THEREFORE, BE IT ORDAINED, by the County Council, as follows:

Section 1. The enlargement of the boundaries of the Park, and the granting of an extended period of time, for inclusion of the Project Solar Projects Properties in the Park, as set forth in the Amendment is hereby authorized and approved. The provisions, terms, and conditions of the Amendment presented to this meeting and filed with the Clerk to the Council are hereby approved, and all of the provisions, terms, and conditions thereof are hereby incorporated herein by reference as if the Amendment were set out in this Resolution in its entirety. The Chairman of the Council is hereby authorized, empowered, and directed to execute and deliver the Amendment in the name and on behalf of the County; the Clerk to the Council is hereby authorized, empowered and directed to attest the same; and the Chairman of the Council is further authorized, empowered, and directed to deliver the Amendment to Darlington County. The Amendment is to be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall not materially adversely affect the rights of the County thereunder and as shall be approved by the officials of the County executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Amendment now before this meeting.

Section 2. This Ordinance shall take effect and be in full force from and after its passage by the County Council.

ATTEST: SIGNED: _________________________________ ________________________________ Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chairman


_________________________________ ABSENT: Approved as to Form and Content D. Malloy McEachin, Jr., County Attorney

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STATE OF SOUTH CAROLINA

COUNTY OF DARLINGTON COUNTY OF FLORENCE

))) )

AMENDMENT TO AGREEMENT GOVERNING THE DARLINGTON-FLORENCE INDUSTRIAL PARK TO INCLUDE FLORENCE SOLAR PROJECTS

This Amendment to Agreement Governing the Darlington-Florence Industrial Park (the "Amendment") is made and entered into by and between Darlington County, South Carolina ("Darlington County") and Florence County, South Carolina ("Florence County"), each a body politic and corporate and political subdivision of the State of South Carolina (collectively the "Counties"), and is to be effective as of the DDth day of MM, 2020.

WITNESSETH:

WHEREAS, Darlington County, acting by and through its County Council, and Florence County, acting by and through its County Council, are authorized pursuant to Article VIII, Section 13(D) of the Constitution of the State of South Carolina and Title 4, Chapter 1 of the Code of Laws of the State of South Carolina 1976, as amended, and specifically Section 4-1-170 thereof (collectively, the "Park Act"), to develop jointly an industrial or business park with other counties within the geographical boundaries of one or more member counties; and

WHEREAS, pursuant to the Park Act, Darlington County and Florence County entered into that certain Agreement Governing the Darlington-Florence Industrial Park dated as of April 21, 2016 (as amended, modified, and supplemented, collectively, the "Park Agreement"), whereby Darlington County and Florence County agreed to develop a joint county industrial or business park eligible to include property located in either Darlington County or Florence County (the "Park"); and

WHEREAS, Section 1.01 of the Park Agreement establishes the procedure for enlargement of the boundaries of the Park to include additional property; and

WHEREAS, Darlington County and Florence County, having determined that an enlargement of the boundaries of the Park to include therein certain property described in greater detail in Schedule 1 attached hereto (the "Florence Solar Projects Properties") would promote economic development and thus provide additional employment and investment opportunities within said Counties, have agreed to enter into this Amendment of the Agreement Governing the Darlington-Florence Industrial Park to enlarge the boundaries of the Park by including therein the Florence Solar Projects Properties located in Florence County; and

WHEREAS, each of Darlington County and Florence County has authorized the execution and delivery of this Amendment by Florence County Council Ordinance No. XX-XX enacted on MM DD, 2020 and Darlington County Council Resolution No. XX-20XX/20XX adopted on MM DD, 2020, respectively.

NOW THEREFORE, in consideration of the mutual agreement, representations and benefits contained in this Amendment and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereby agree as follows:

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1. Exhibit A-2 to the Park Agreement, which describes the boundaries of the Park property located in Florence County, is hereby amended to include the Florence Solar Projects Properties, consisting of the parcels which are described on Schedule 1 hereto and made a part hereof by reference.

2. Except as expressly amended or modified herein, the remaining terms and conditions of the Park Agreement shall remain in full force and effect.

3. In the event that any clause or provisions of this Amendment shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof.

4. This Amendment may be executed in multiple counterparts, each of which shall be an original but all of which shall constitute but one and the same instrument.

[Signature page follows]

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In WITNESS WHEREOF, the duly authorized and appointed officers of Darlington County, South Carolina and Florence County, South Carolina have set their hand and seals hereto to be effective as of the above written date.

DARLINGTON COUNTY, SOUTH CAROLINA

By: Bobby Hudson, Chairman Darlington County Council

(SEAL) ATTEST:

J. JaNet Bishop, Clerk to Council Darlington County Council


By: Willard Dorriety, Jr., Chairman Florence County Council

(SEAL) ATTEST:

Connie Y. Haselden, Clerk to Council Florence County Council

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SCHEDULE 1

DESCRIPTION OF FLORENCE SOLAR PROJECTS PROPERTIES

Four individually qualifying projects consisting of leased pieces, parcels of tracts of land, together with easements for access and utilities. Tax Map Numbers sorted by Project name:

• Azalea Solar LLC - 00039-04-038, 00039-04-039 • Hummingbird Solar LLC - 00240-01-011 • Pearl Solar LLC - 00039-04-016 • Whitehall Solar LLC - 00039-04-016

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AGENDA ITEM: Ordinance No. 06-2020/21 – Second Reading Deferral




By And Between A Company Identified As “Project Lightning Bolt” (The “Company”) On Its

Own Or Together With One Or More Of Its Subsidiaries, Affiliates, Successors, Assigns,

Sponsors, Lessors, And Others, And Florence County, South Carolina (The “County”) To

Provide For The Payment Of Certain Fees In Lieu Of Taxes; Authorizing And Ratifying The

Assignment Of Benefits Under Certain Existing Fee In Lieu Of Tax Arrangements To The

Company; Authorizing Certain Amendments To The Assigned Fee In Lieu Of Tax Arrangements

Including The Provision Of Additional Infrastructure Or Special Source Revenue Credits; And


OPTIONS:

1. (Recommended) Defer Second Reading of Ordinance No. 06-2020/21.


ATTACHMENTS:

Proposed Ordinance No. 06-2020/21 Title

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Sponsor(s) : Economic Development First Reading/Introduction : July 16, 2020 I, ______________________, Committee Referral : N/A Council Clerk, certify that this Committee Consideration Date : N/A Ordinance was advertised for Committee Recommendation : N/A Public Hearing on _________. Public Hearing : Second Reading : Third Reading : Effective Date :



An Ordinance Authorizing The Execution And Delivery Of A Fee-In-Lieu-Of-Tax Agreement By And Between A Company Identified As “Project Lightning Bolt” (The “Company”) on its Own or Together With One or More of its Subsidiaries, Affiliates, Successors, Assigns, Sponsors, Lessors, and Others, and Florence County, South Carolina (The “County”) To Provide For The Payment Of Certain Fees In Lieu Of Taxes; Authorizing and Ratifying the Assignment of Benefits Under Certain Existing Fee In Lieu of Tax Arrangements to the Company; Authorizing Certain Amendments to the Assigned Fee In Lieu of Tax Arrangements Including the Provision of Additional Infrastructure or Special Source Revenue Credits; And Other Matters Related Thereto.

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AGENDA ITEM: Ordinance No. 07-2020/21 – Introduction


Councilman Jason M. Springs, District 1


[An Ordinance Amending Florence County Code, Chapter 28, Public Utilities, Article 1, Section

28-8 In Order To Diminish Water/Sewer System Service Area Previously Granted To The City of

Lake City And Grant The Barrineau Public Utilities (BPU) A Portion Of The Water And Sewer

Service Area; And Other Matters Related Thereto.]

POINTS TO CONSIDER:

1. Barrineau Public Utilities (BPU) wishes to enlarge its water/sewer service area.

2. The City of Lake City agrees to diminish its boundaries and grant a portion of its service area

to BPU.

OPTIONS:

1. (Recommended) Introduce Ordinance No. 07-2020/21.


ATTACHMENTS:

1. Proposed Ordinance No. 07-2020/21

2. Copy of City of Lake City Ordinance No. 2020-0538 approved July 14, 2020

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Sponsor(s) : County Council First Reading/Introduction : August 20, 2020 I, ______________________, Committee Referral : Council Clerk, certify that this Committee Consideration Date : Ordinance was advertised for Committee Recommendation : Public Hearing on _________. Public Hearing : Second Reading : Third Reading : Effective Date :



(An Ordinance Amending Florence County Code, Chapter 28, Public Utilities, Article 1,

Section 28-8 In Order To Diminish Water/Sewer System Service Area Previously Granted To

The City of Lake City And Grant The Barrineau Public Utilities (BPU) A Portion Of The

Water And Sewer Service Area; And Other Matters Related Thereto.)

WHEREAS:

1. The County of Florence previously granted a water/sewer system service area franchise

exemption to the City of Lake City; and

2. The Barrineau Public Utilities (BPU) requests a portion of the service area previously granted to

the City of Lake City be transferred to BPU in order for BPU to extend its water/sewer services

along the requested area to provide water service to customers along the route; and

3. The City of Lake City has no current plans to extend mains or provide water/sewer service in the

requested area; and

4. The County desires to transfer the previously granted water/sewer system franchise area from the

City of Lake City to the BPU.

NOW THEREFORE BE IT ORDAINED BY THE FLORENCE COUNTY COUNCIL DULY

ASSEMBLED THAT:

1. Chapter 28, Article 1, Sections 28-8 of the Florence County Code is hereby amended by

diminishing the water/sewer system service area previously granted to the City of Lake City and

granting the Barrineau Public Utilities additional water/sewer service area as outlined below and

indicated on the attached map (‘Exhibit A’) outlining the service area.

An area located in Florence County, SC, west of Lake City, consisting of approximately 453

acres (0.71 sq. miles) with an approximate boundary beginning at the eastern intersections of the

Olanta water franchise area and the Lake City water franchise area near Jasper Road. Thence

along the Olanta water franchise boundary 3,703 feet northeasterly to a corner of the Olanta-

Lake City water franchise border located 420 feet north of Old Miles Road. Thence, 415 feet

easterly to the intersection of Wilson Road and S. Green Road. Thence, 5,224 feet easterly to

the intersection of Osbourne Road and S. Locklair Road. Thence 3,516 feet southeasterly to the

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northeastern corner of the BPU franchise area located 200 feet west of S. Glendale School

Road. Thence 5,140 feet west along the existing BPU franchise area to a point on S. Green

Road, located 355 feet north of Osbourne Road. Thence 4,285 feet west along the existing BPU

franchise area to the point of beginning. This area is shown and notated as “1” on Exhibit “A”.

2. All provisions in other County Ordinances or Resolutions in conflict with this Ordinance are

hereby repealed.


held invalid, the invalidity does not affect other provisions or applications of the Ordinance

which can be given effect without the invalid provision or application and to this end, the

provisions of this Ordinance are severable.

ATTEST: SIGNED:

Connie Y. Haselden, Council Clerk Willard Dorriety, Jr., Chairman

COUNCIL VOTE:

OPPOSED:

____________________________ ABSENT:

Approved as to Form & Content

D. Malloy McEachin, Jr., County Attorney

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AGENDA ITEM: Boards & Commissions

District 1 Appointments


Councilman Jason M. Springs


Approve The Re-Appointments Of The Following Individuals Representing Council

District 1 On Boards And Commissions, With Appropriate Expiration Terms And The

Recommendation Of One Individual To The Governor For Re-Appointment:

Museum Board – Re-Appoint Franklin Gamble

Planning Commission – Re-Appoint Karon Epps

Pee Dee Regional Airport Authority – Re-Appoint E. Leroy Nettles, III

(Recommendation to the Governor for Re-Appointment)

ATTACHMENTS:

1. List of current appointees to the Museum Board.

2. List of current appointees to the Planning Commission.

3. List of current appointees to the Pee Dee Regional Airport Authority representing

Florence County.

169

AUTHORITY: Ordinance No. 29-2007/08Ordinance No. 10-2008/09Ordinance No. 12-2017/18

APPOINTED BY: County Council

COUNCIL DISTRICT INITIAL APPT

TERM EXPIRATION Term

1 10/17/2019 Franklin Gamble 6/30/2020 1st345 W. Thomas St.Lake City, SC [email protected]

2 10/15/2015 Murriel Calcutt 6/30/2019 1stP O Box 376Pamplico, SC 29583843.687.7631

3 2/15/2018 Craig Boatwright 6/30/2018 1st607 Sanborn StreetFlorence, SC 29501

4 Vacant Due to Resignation 6/30/2024

The Florence County Museum Board (FCMB) shall consist of nine (9) membersappointed by the County Council. Terms shall be for four (4) years or until successors areappointed and qualified. No member may serve more than two (2) consecutive terms.

FLORENCE COUNTY MUSEUM BOARD

APPOINTEE

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mailto:[email protected]

5 10/20/2016 John S. Harrell 6/30/2023 2nd reappointed 09/19/2019 2611 Sebery Lane

Florence, SC 29505843.662.4926 (H)843.992.7917 (C)

6 3/21/2019 Suzy Mikell 6/30/2022 1st3779 Byrnes Blvd.Florence, SC [email protected]

7 2/15/2018 Mary Gregg 6/30/2024 2ndreappointed 06/18/2020 1404 Aaron Circle

Florence, SC 29506

8 8/15/2019 Scott Collins 6/30/2023 1stP O Box 5807Florence, SC 29502(843) 292.9606 | mobile (843) [email protected]

9 4/18/2019 Richard 'Stan' McGill 6/30/2022 1st3516 Egret DriveFlorence, SC [email protected]

Andrew R. Stout, DirectorFlorence County Museum111 W. Cheves St.Florence, SC 29501843.676.1200

Updated June 18, 2020

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FLORENCE COUNTY PLANNING COMMISSION

AUTHORITY: Ordinance #26-96/97 Ordinance #13-2006/07 Ordinance No 17-2007/08 APPOINTED BY: County Council The Florence County Planning Commission shall consist of at least nine (9) members to be appointed by the Florence County Council. Up to two (2) additional members shall be appointed if a contract for planning services exists with one or more municipalities, each being selected from a separate participating municipality. After initial staggering terms, terms are for four years. COUNCIL APPOINTEE (Terms begin July 1, 2008) DISTRICT TERM TO EXPIRE 1 Karon Epps 6/2020 105 Westover St. 843.373.2164 Lake City, SC 29560 [email protected] 2 Jeffrey M. Tanner 6/2019

2807 Vox Hwy. 843.386.9321 - H Hemingway, SC 29554 [email protected]

3 Doris Lockhart 843.664.0050 - O 6/2018 3403 Savannah Grove Road 843.662.9907 - H Effingham, SC 29541 843.665.9447 – Fax [email protected] 4 Mark Fountain 6/2020 3301 Maple Chase Lane Florence, SC 29501 843.206.7400 - Cell [email protected] 5 Cheryl Floyd 6/2023

2607 Claussen Road 843.661.0276 - H Florence, SC 29505 843.250.5885 - Cell [email protected]

6 Dwight Johnson 6/2018 2128 Timberlane Drive 843.667.1771 - H Florence, SC 29506 843.615.1313 - C

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7 Allie Brooks 6/2024

401 S. Second Street 843.669.1483 Florence, South Carolina 29506

[email protected] 8 Jody Bryan Lane 6/2019 P O Box 4807 843.667.0752 - H Florence, SC 29502 843.206.9184 - Cell [email protected] 9 Linda Borgman 843.662.8411 - O 6/2022 1010 Birch Circle 843.669.5157 - H Florence, SC 29501 843.665.1408 - Fax [email protected] TWO MUNICIPAL APPOINTEES: 1. Vacant 6/2020 2. Vacant 6/2022

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PEE DEE REGIONAL AIRPORT AUTHORITY APPOINTED BY: GOVERNOR MEMBERSHIP ROSTER Three Members appointed by County Council for recommendation to the Governor for his approval. Four-year terms. COUNTY COUNCIL SEAT APPOINTEE TERM TO EXPIRE 1 E. LeRoy Nettles, III 6/2020 211 Armour Drive Lake City, SC, 29560 843.687.6460

[email protected] 2 J. Rene Josey 6/2022 319 S. Irby St. Florence, SC 29501-4707 843.656.4451 [email protected] 3 Daniel McQueen Ervin, MD FACS 06/2022

617 Rosewood Drive Florence, SC 29501-5457 843.662.3212 – H 843.615.6221 [email protected] Connie Anderson Executive Director Florence Regional Airport 2100 Terminal Drive Florence, SC 29506 843 669-5001

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AGENDA ITEM: Reports to Council

Monthly Financial Reports

DEPARTMENT: Administration


Monthly Financial Reports Are Provided To Council For Fiscal Year 2020 Through May

31, 2020 As An Item For The Record.

ATTACHMENTS:

Copies of the monthly financial reports.

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EXPENDITURES Project Budget

Pine Needles Road Widening $ 17,676,768.00 $ US 378 Widening $ 138,751,620.00 $ US 76 Widening $ 31,641,621.00 $ TV Road Widening $ 34,519,290.00 $ SC 51 Widening $ 151,533,817.00 $ US 301 Bypass Extension $ 73,464,146.00 $

$ 447,587,262.00 $

REVENUES Revenue Budget

Capital Project Sales Tax $ 148,000,000.00 Sales Tax Interest Earnings $ -

Earned State SIB Fund Match $ 250,000,000.00

$ 398,000,000.00

FLORENCE COUNTY FORWARD

CAPITAL PROJECT SALES TAX

As of May 31, 2020

Design or Right of Way Construction

Engineering 710,297.09 $ 1,224,997.80 $ 14,229,979.96

5,968,021.08 $ 11,637,644.57 $ 79,775,605.74 3,344,724.37 $ 2,666,070. 73 $ 18,515,579.52 2,350,306.84 $ 2,645,733.28 $ 27,334,267.92 3,967,047.39 $ 9,344,379.68 $ 82,095,038.47 5,016,362.05 $ 5,303,564.36 $ 4, 183,525.22

21,356,758.82 $ 32,822,390.42 $ 226,133,996.83

Total Expended Balance Budget%

Unexpended Expended $ 16,165,274.85 $ 1,511,493.15 91.45% $ 97,381,271.39 $ 41,370,348.61 70.18%

$ 24,526,374.62 $ 7,115,246.38 77.51% $ 32,330,308.04 $ 2,188,981.96 93.66% $ 95,406,465.54 $ 56,127,351.46 62.96% $ 14,503,451.63 $ 58,960,694.37 19.74%

$ 280,313,146.07 $ 167,274,115.93 62.63%

Received/Earned Balance To Be Balance% to Date Rcvd/Earned Rcvd/Earned

$ 144,702,128.85

� 11,624,853.61 � 3,297,871.15 105.63% $ 250,000,000.00 $ - 100.00%

$ 406,326,982.46 $ 3,297,871.15 102.09%

NOTE 1: Revenue Received/Earned to Date is as of December 31, 2015, since capital project sales tax and interest is received from the state on a quarterly basis.

NOTE 2: Merchant collection of sales tax concluded on April 30, 2014.

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Project# Type

'----·

1 Building -

2 Buildina 3 Building 4 Buildina 5 Buildinn 6 Buildinn 7 Buildna 8 Buildina 9 Buildina

10 Buildina 11 Buildina 12 Buildina 13 Buildinn 14 Buildina 15 Buildina 16 Buildina

17 Buildina 18 Buildina

19 Building/Equipment 20 Building/Eauinment

21 Eauioment 22 Eauioment 23 Buildina 24 Building 25 Buildina

26 Buildina

27 Waterline 28 Waterline 29 Fire Hvdrants 30 Fire Hvdrants 31 Fire Hvdrants 32 Waterline 33 Water Line 34 Water Line 35 Waterline 36 Waterline 37 Water Line 38 Water Line

39 Buildina

District

'

I

Entity

Bond Issuance Costs

I. Public Safety-Fire Johnsonville Rural Fire District Johnsonville Rural Fire District Windv Hin Fire District Howe Sorinas Fire District South Lvnches Fire Districl South Lvnches Fire District South Lvnches Fire District West Florence Fire District West Florence Fire District Hannah Salem Friendfield Fire Hannah Salem Friendfield Fire Hannah Salem Friendfield Fire Olanta Rural Fire District Sardis Timmonsville Fire Sardis Timmonsville Fire Sardis Timmonsville Fire Category Total

ti. Public Safety· EMS Florence County Florence Countv Category Total

Ill. Emergency Management Florence Countv Florence Countv Category Total

IV. Sheriff Florence Countv Florence Countv Florence Countv Florence Countv Florence Countv Category Total

V. County Administration Florence Countv Category Total

--

Vt. Water & Sewer Improvements Town of Coward Town of Coward Citv of Florence Citv of Florence Citv of Florence Citv of Lake Citv Citv at Lake Citv Citv of Lake Citv Town of Olanta Town of Olanta Town of Olanta Town of Scranton Category Total

VII. Veteran Affairs Florence Countv Category Total

Capital Project Sales Tax #2 Detail E

Project Description

New Main Station New Kingsburg station New Quinbv Station New Main Station Classroom, Loaistics & Maintenance Facilitv Upgrades to Station One Facilities Uoarades at Nine Fire Stations New Station on Hoffmeyer Road Addition to Station One New Stations at Friendfield & Flemingtown Uoarade Stations One and Two Uoarade Stations Three and Four Uparade Main Station Station One addition Living & Training New Cartersville Station Timmonsville Rescue Sauad Buildina

EMS Station Timmonsville EMS Station Florence

. -··-··-· --

Radio Uparades - all Emeraencv Manaement Facilities New Emergency Operations Center Building

Reolacement of Boilers & Water Heaters at Countv Jail Flex Units & Safetv uogrades at Countv Jail

l New Storaae Buildina New K-9 Trainina Facilitv

· Renovations at Law Enforcement Como lex

Renovation of Vacated Space at County Complex

I-

Salem Road/McAlister Mill Rd/Sand Hills Water Loop Union School Road Tie to Scranton Water Svstem Add 50 Fire Hvdrants for Windv Hill Fire District Add 50 Fire Hvdrants for West Florence Fire District Add 50 Fire Hvdrants for Howe Sorinas Fire District Indiantown Road/S. Cameron Road Water Loop Burch Rd/Old Georaetown Rd/Camerantown Rd Water Loco Frierson Road/O'Shav Road Water Loop Central Road/Hood St. Water Loop Butler Scurry Road/McKenzie Road Water Loop Olanta Fire Station Water Extension Anderson Bridae Road Water Extension

i 'Veteran Affairs Countv Administration BuildinQ

Location

Highway 41 /51

Pine Needles Road

I

I

Schlitz Drive

Law Enforcement Comnlex Law Enforcement Comnlex

Law Enforcement Comolex Law Enforcement Comolex Law Enforcement Complex Law Enforcement Comnlex Law Enforcement Comnlex

Countv Comolex Buildinn I

National Cemetery Road

I

Approved Funds Division Totals Expended as of 0/S Purchase 5/31/2020 Orders

$ 500,000.00 $ 543,723.39

$ 1.800,000.00 $ 1,787,039.86 $ 600,000.00 $ 600.000.00 $ 1,800,000.00 $ 1,799,900.00 $ 3,700,000.00 $ 3,596,792.87 $ 76,559.95 $ 1,000,000.00 $ 998,445.83 $ 1,000,000.00 $ 998,437.67 $ 500,000.00 $ 499,807.16 $ 1,500,000.00 $ 1,500,000.00 $ 1,000,000.00 $ 1,100,337.46 $ 1,458,632.19 $ 1,745,000.00 .$ 1 743,771.28 $ 1,400,000.00 $ 1,400,000.00 $ 900,000.00 1$ 900,000.00 $ 520,000.00 $ 520,000.00 $ 150,000.00 $ 147,924.53 $ 750,000.00 $ 749,948.75 $ 80,000.00 $ 67,592.48

$ 18,445,000.00

$ 740 000.00 I ; $ 743,928.15 $ 5,720.83 $ 740,000.00 I $ 740,000.00

$ 1,480,000.00

$ 15,000 000.00 $ 14,902,104.63 $ 4,955,251.00 $ 4,712,580.59

$ 19,955,251.00 ,

$ 800,000.00 $ 800,000.00 $ 189,600.00 $ 189,600.00 $ 160,000.00 $ 160 000.00 $ 20,000.00 $ 20,000.00 $ 800 000.00 $ 800,000.00

I •$ 1,969,600.00

I

$ 5,200,000.00 $ 5 161,724.00 $ 3,783,356.63 $ 5,200,000.00

$ 750,000.00 $ 510,584.09 $ 240,000.00 $ 240,059.75 $ 250,000.00 $ 249,927.75 $ 250,000.00 $ 246,971.24 $ 250,000.00 I ,$ 249,773.76 $ 690,000.00 ' $ 618,624.03 $ 593,000.00 $ 280,033.65 $ 250,000.00 $ 250,000.00 $ 440,000.00 $ 216,446.27 $ 500,000.00 $ 496,781.46 $ 65,000.00 $ 27,354.86 $ 140,000.00 $ 140,034.99

$ 4,418,000.00

$ 1,200,000.00 $ 1,199,881.58 I $ 1,200,000.00

182



DEPARTMENT: Administration


Council Is Asked To Approve The Revised 2020 Calendar Of Meeting Dates And

Holidays To Change The Location And Time Of The September 17th

Regular Meeting To

The County Complex At 9:00 A.M.

ATTACHMENTS:

Copy of proposed Revised Schedule of “County Council Meeting Dates for 2020” and

“Official County Holidays for 2020.”

197

COUNTY COUNCIL MEETING DATES FOR 2020

MEETING DATES/TIMES SCAC & NACo MEETING DATES and OTHER INFORMATION

AGENDA ITEMS DUE [CUTOFF DATES]

JANUARY 16 / 9:00 A.M. JANUARY 3 FEBRUARY 20/ 9:00 A.M. SCAC – MID-YEAR CONFERENCE,

COLUMBIA, SC FEB 19-20, 2020 FEBRUARY 7

MARCH 19 / 9:00 A.M. NACo – LEGISLATIVE CONFERENCE WASHINGTON, DC FEB. 29 - MAR 4, 2020

MARCH 6

APRIL 16 / 9:00 A.M. APRIL 3

MAY 21 / 9:00 A.M. MAY 8

JUNE 18 / 9:00 A.M. JUNE 5 JULY 16 / 9:00 A.M. NACo ANNUAL CONFERENCE –

JULY 17-20, 2020, ORANGE COUNTY, ORLANDO, FLORIDA

JULY 2

AUGUST 20 / 9:00 A.M. SCAC ANNUAL CONFERENCE & SC INSTITUTE CLASSES HILTON HEAD MARRIOTT, HILTON HEAD ISLAND, SC: AUGUST 1-5, 2020

AUGUST 7

SEPTEMBER 17 / 9:00 A.M. COUNTY COMPLEX SEPTEMBER 4 OCTOBER 15 / 9:00 A.M. SCAC INSTITUTE OF GOVERNMENT

AND COUNTY COUNCIL COALITION – COLUMBIA, SC

OCTOBER 2

NOVEMBER 19 / 9:00 A.M. NOVEMBER 6 DECEMBER 10 / 9:00 A.M. SCAC LEGISLATIVE CONFERENCE –

CHARLESTON, SC NOVEMBER 25

OFFICIAL COUNTY HOLIDAYS FOR 2020 OBSERVANCE OF DR. MARTIN LUTHER KING, JR.’S BIRTHDAY

MONDAY, JANUARY 20

GOOD FRIDAY FRIDAY, APRIL 10

MEMORIAL DAY MONDAY, MAY 25

INDEPENDENCE DAY FRIDAY, JULY 3

LABOR DAY MONDAY, SEPTEMBER 7

VETERANS DAY WEDNESDAY, NOVEMBER 11 THANKSGIVING DAY AND THE DAY AFTER THANKSGIVING THURSDAY AND FRIDAY

NOVEMBER 26-27 CHRISTMAS THURSDAY, FRIDAY, MONDAY

DECEMBER 24, 25, AND 28 NEW YEAR’S DAY FRIDAY, JANUARY 1, 2021

198




ISSUES UNDER CONSIDERATION:

Council Is Requested To Approve A Cooperation Agreement With Santee Electric Cooperative, Inc. (SEC) And Palmetto Economic Development Corporation (PEDC) For The Development Of The Scranton Industrial Park And All Matters Related Thereto.

POINTS TO CONSIDER: 1. Florence County, in conjunction with Santee Electric Cooperative, Inc. and Palmetto Economic

Development Corporation, desire to develop an approximate 150 acre industrial park located onEast W. Lee Flowers Road and US Highway 52 to attract significant economic developmentprospects to bring valuable jobs and capital investment to Florence County.

2. The proposed Cooperation Agreement outlines the terms and conditions of the agreementbetween the parties.

3. The County’s funds to be utilized for the development of the industrial park will be primarilyfrom the 2020 Economic Development Bond issuance.

4. The County, along with SEC and PEDC, will apply for any and all grant funding that may beavailable to assist with the cost of development of the industrial park.

5. Additionally, if the Capital Project Sales Tax III ballot referendum were to be successful inNovember 2020, a portion of the $4 million allocated to Economic Development would beutilized to assist with the cost of the development of the industrial park.

6. The County Attorney and Economic Development Executive Director have both reviewed theagreement and recommend approval.

OPTIONS: 1. (Recommended) Approve as presented.2. Provide an Alternative Directive.

ATTACHMENTS:

Cooperation Agreement.

199

STATE OF SOUTH CAROLINA ) ) COOPERATION AGREEMENT

COUNTY OF FLORENCE )

THIS COOPERATION AGREEMENT (the “Agreement”) is entered into as of _______________, 2020 (the “Effective Date”) by and between FLORENCE COUNTY, a body politic existing pursuant to the laws of the State of South Carolina (hereinafter, the “County”), SANTEE ELECTRIC COOPERATIVE, INC., a South Carolina not-for-profit electric cooperative (hereinafter, “SEC”), and PALMETTO ECONOMIC DEVELOPMENT CORPORATION, a non-profit economic development corporation organized and existing pursuant to the laws of the State of South Carolina (hereinafter, “PEDC”) (the foregoing, each individually a “Party” and collectively the “Parties”).

WITNESSETH

WHEREAS, the Parties desire to work together to acquire certain parcels of unimproved real property located on East W. Lee Flowers Road and US Highway 52 in Florence County, South Carolina, to assemble, combine, or unite the parcels to form a large contiguous area containing approximately 150 acres, to be developed into a new industrial park known as the “Scranton Industrial Park” (hereinafter, the “Park”), to attract significant economic development prospects which will bring valuable jobs, capital investment, and electric load to Florence County; and

WHEREAS, SEC desires to provide permanent electric service to the Park which is substantially within SEC’s electric service territory, and the County desires to have SEC provide permanent electric service in the Park; and

WHEREAS, SEC and PEDC collectively have previously made substantial financial contributions to enable the County to purchase the initial tract of land to create the Park; and

WHEREAS, SEC and PEDC collectively have committed to make additional substantial financial commitments, as outlined herein, to assist the County with the costs and expenses associated with the acquisition of more land and the construction and development of infrastructure to serve the Park; and

WHEREAS, in consideration of SEC and PEDC’s previous financial contributions and commitment to make the additional financial and infrastructure commitments, as outlined herein, the County has agreed to complete, at its cost and expense, the on-site and off-site water and wastewater infrastructure necessary to serve the Park; and

WHEREAS, the County further agrees that SEC shall have (i) the exclusive right to provide permanent electric service to all improvements located or to be located within the Park, (ii) the right to consent to the physical siting and location of any buildings or improvements constructed by the County in the Park, and (iii) the right to prepare the site layout for the Park; and

WHEREAS, the Parties desire to set forth in writing each Party’s rights and obligations with regard to the Park.

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NOW THEREFORE, in consideration of the mutual agreements, covenants, payments, and other valuable and sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Phase 1 Land Acquisition. In January 2020, SEC and the County worked together to enable

the County to purchase 72.25 acres of land comprised of “Tract 1” containing 69.25 acres and “Tract 2” containing 3.0 acres, as shown on a plat thereof prepared by Nesbitt Surveying Co., Inc. dated January 13, 2020 and revised July 20, 2020 (the “Plat”), a copy of which is attached hereto as Exhibit A and incorporated herein. (Tract 1 and Tract 2 are collectively referred to hereinafter as the “Phase 1 Land”) Subsequent to the County’s purchase of the Phase 1 Land, the County conveyed Tract 2 to SEC to be used as SEC’s future substation for the Park. Tract 1 is currently identified as Florence County TMS# 00194-31-129 and Tract 2 is currently identified as Florence County TMS# 00194-31-130.

2. SEC’s Phase 1 Land Contribution. To facilitate the County’s purchase of the Phase 1

Land, SEC previously made financial contributions to the County, totaling Five Hundred Nine Thousand and No/100 Dollars ($509,000.00) (the “Phase 1 Land Contribution”). SEC’s Phase 1 Land Contribution was funded in part from grant funds provided to SEC by PEDC and consists of the following:

Description Amount

Engineering – Professional Fees for Park Design $30,000.00 Preliminary Engineering Review for W. Lee Flowers Road $7,000.00 Surveying of 72.25 Acres Purchased by County $5,000.00 Land Purchase Contribution to County for 72.25 Acres $467,000.00

Phase 1 Land Contribution Total: $509,000.00

3. Phase 2 Land Acquisition. To assemble the land for the Park, the Parties desire to purchase

an additional approximately 77.45 acres located adjacent to the Phase 1 Land. This additional land is a portion of Florence County TMS# 00194-31-102, as more particularly shown and identified on Exhibit A as “Tract 3” containing 18.42 acres and “Tract 4” containing 59.03 acres (the “Phase 2 Land”). Under the terms of the County’s “FIXED PRICE REPAYMENT AGREEMENT” dated November 26, 2018 (the “Option”) with the property owner, Floyd Family Properties LLC (hereinafter, the “Owner”), the purchase price for the Phase 2 Land will be Twelve Thousand and 00/100 Dollars ($12,000.00) per acre. Subject to the terms, conditions, and contingencies set forth herein, after execution of this Agreement, SEC will exercise the Option and purchase the Phase 2 Land from the Owner.

4. SEC & PEDC’s Phase 2 Land Contribution. SEC and PEDC, collectively, have agreed to make the following financial commitments relating to the Phase 2 Land, totaling One Million One Hundred Thousand and No/100 Dollars ($1,100,000.00) (the “Phase 2 Land Contribution”). SEC and PEDC’s Phase 2 Land Contribution consists of the following:

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Description Amount Purchase Price for Phase 2 Land $917,400.00 Demolition & Removal of Mobile Home on Phase 2 Land $12,000.00 Clearing, Grubbing, and Grading Approximately 36 acres of Phase 2 Land

$170,600.00

Phase 2 Land Contribution Total: $1,100,000.00 Once the County’s Obligations Relating to Water & Wastewater Infrastructure are

completed as noted in Section 6, SEC will convey “Tract 3” containing the 18.42 acres, to the County, at no additional cost to the County. Should a commercial or industrial end user, that is approved by the Parties pursuant to Section 8 below, purchase “Tract 3” before this time, the Parties agree that this obligation shall be considered fulfilled.

5. County’s Obligation to Grant FILOT & SSRC. Upon completion of the Phase 2 Land purchase, the County, by and through its County Council, agrees to grant SEC a fee-in-lieu of property tax (“FILOT”) incentive and a Special Source Revenue Credit (“SSRC”) on any electrical infrastructure that SEC owns within the Park. The FILOT term shall be for thirty (30) years and the SSRC shall be Fifty Percent (50%) for the first ten (10) years of the FILOT term and Twenty-Five Percent (25%) for years 11-30. Within ninety (90) days after SEC’s purchase of the Phase 2 Land, the County shall cause such FILOT and SSRC to be put before the County Council for first reading and consideration. Upon a sale or lease of any property in the Park to an end user, the County will consider offering FILOT and SSRC benefits to the end user on terms commensurate with other projects within the County. The assessment ratio and millage shall be fixed during the FILOT term.

6. County’s Obligations Relating to Water & Wastewater Infrastructure. All of SEC and PEDC’s financial contributions and commitments set forth herein are expressly contingent upon the County completing or providing funding as a grant to SEC for the purpose of completing, the water and wastewater infrastructure necessary to serve the Park. The County has specifically appropriated funds for a financial commitment in the amount of One Million Five Hundred Fifteen Thousand and No/100 Dollars ($1,515,000.00) (the “Water & Wastewater Commitment”) to pay for the water and wastewater infrastructure necessary to serve the Park. The County may seek outside funding sources, including but not limited to the South Carolina Department of Commerce, to offset its required contributions hereunder, and SEC shall endorse any grant applications submitted by County for the purpose of securing outside funding for this purpose. The County’s Water & Wastewater Commitment consists of the following:

Description Amount

Off Site Water Improvements $945,000.00 Off Site Wastewater Improvements $280,000.00 180 GPM Wastewater Pump Station $250,000.00 On Site 6” Force Main $40,000.00

Water & Wastewater Commitment Total: $1,515,000.00

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The County hereby acknowledges that the Water and Wastewater Commitment shall not include SEC’s RDA Contribution, as hereinafter defined. The Conceptual Site Plans for the water and wastewater infrastructure are attached hereto as Exhibit B and incorporated herein. The County shall have all water and wastewater infrastructure complete by December 31, 2022.

7. SEC’s RDA Contribution. Under the South Carolina Rural Development Act (Act No. 462) of 1996, as amended (the “RDA Act”), SEC is allowed to apply for a credit against its tax liability for amounts paid in cash to provide infrastructure for a qualifying project as prescribed in Section 12 of the RDA Act. In order to assist the County with the costs and expenses associated with the construction and development of road, water and wastewater infrastructure within the Park, SEC has committed its 2019 RDA Funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000.00), 2020 RDA Funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000.00), and 2021 RDA Funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000.00) (collectively referred to hereinafter as the “RDA Contribution”). In order to receive the RDA Contribution, the County agrees to enter into SEC’s standard form RDA Contract, to be prepared and provided by SEC. If SEC has not exhausted its maximum annual infrastructure tax credit amount as of December 15, 2020, December 15, 2021, or December 15, 2022, SEC agrees to allocate such funds to improvements in the Park.

8. Sale or Lease Contingencies. The following contingencies must all be met in order for the

County or SEC to sell or lease any portion of the Property in the Park to a third party:

(a) Lease or Sale Terms. The lease rate and/or purchase price must not be more than fifteen percent (15%) below the current fair market lease or sale rates for comparable properties and buildings in Florence County. The Parties may waive this contingency upon mutual written consent, which shall not be unreasonably withheld.

(b) Electric Service Agreement. SEC must have an executed Electric Service

Agreement in place with the commercial or industrial entity which is purchasing or leasing a portion of the Property.

(c) Minimum Electrical Load Requirement: SEC seeks not only to generate economic

development opportunities for the area but to also see a return on its investment in the Property through increased industrial and commercial electrical sales. Therefore, all Building Sites should generate at the greater of 125 KW of contract demand per 10,000 square feet of building(s) constructed or 50 KW per acre. SEC shall have the exclusive right to waive this minimum load requirement, in its sole and absolute discretion.

9. Disposition of Sale or Lease Proceeds. In the event there is a sale or lease of any portion

of the real property in the Park, whether owned by the County or SEC, the sale or rental proceeds (the “Proceeds”) shall be retained in an account held by SEC which shall provide quarterly financial reporting to the Florence County Economic Development Partnership

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and said account shall be subject to audit by the County at any time. Seventy-five percent (75%) of the Proceeds (the “Improvement Proceeds”) must be used to make improvements to the Park, expand the acreage thereof, or construct speculative buildings therein, as needed. The remaining twenty-five percent (25%) of the Proceeds (the “Other Proceeds”) shall be used for joint business development and lead generation ventures to be pursued by SEC and the Florence County Economic Development Partnership for the promotion of Florence County properties located within SEC’s assigned electric service territory. Once the entire Park is fully developed and all outstanding obligations are paid, SEC in cooperation with the County, shall have the right to utilize any excess Proceeds balance (the “Excess Proceeds”) for the purpose of developing additional industrial or commercial properties in Florence County which are located in SEC’s electric service territory. With respect to the Improvement Proceeds, SEC shall have the right to use the funds within the Park, without limitation, to clear, grub, and grade the property, prepare building pads, erect buildings, construct stormwater management facilities and ponds, construct beneficial onsite and offsite road, water, and wastewater infrastructure, erect signage and lighting, execute lead generation contracts, execute business development missions in conjunction with County, and develop marketing brochures, websites, and materials. With respect to the Other Proceeds and the Excess Proceeds, any expenditure exceeding Ten Thousand Dollars ($10,000) must be approved by the Executive Director of the Florence County Economic Development Partnership and notice given to the Florence County Administrator. In the event of a deadlock between SEC and the County as to the use of the Proceeds, which deadlock remains unresolved for a period of ninety (90) days, the Proceeds shall be disbursed to SEC and the County pro rata based upon their respective contributions to the Park.

10. Marketing. The Parties shall work together to develop a plan to actively market the Park to national and international industrial prospects. Within the limitations of any non-disclosure or confidentiality agreements, the County must inform SEC within ten (10) days of a project considering locating within the Park. The County shall cause all digital media and printed marketing materials to advertise SEC as the electric service provider for the Park.

11. Exclusive Right to Provide Service. The County agrees, in consideration of SEC and PEDC’s financial commitments set forth herein, that the County shall impose a Restrictive Covenant (as defined below) on all land in the Park to grant SEC the exclusive right to provide electric service to the Park (the “Exclusive Right to Provide Power”). The County agrees that the Exclusive Right to Provide Power given to SEC shall be evidenced of record by recording that certain Electric Service Covenant, a copy of which is attached hereto as Exhibit C and incorporated herein by reference (the “Electric Service Covenant”). The County makes no representations as to the enforceability of the Exclusive Right to Provide Power.

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12. Restrictive Covenants. The Electric Service Covenant (Exhibit C) shall be part a larger set of covenants and restrictions or declaration governing development and improvements within the Park (the “Restrictive Covenants”), which shall be prepared by SEC in conjunction and cooperation with the County. The County agrees to record the Restrictive Covenants within thirty (30) days after execution of the same by the Parties. The Restrictive Covenants shall not be subject to modification without the prior written consent the Parties.

13. Default; Clawback. In the event that any Party is in default under this Agreement and such default is not cured within thirty (30) days after written notice of such default, or if the default is not capable of being cured within thirty (30) days and the Party has taken reasonable steps to and is in the process of curing such default, then the Party shall be given such longer period of time as is reasonably necessary to cure same, the Parties shall be entitled to recover, the actual amount of their respective financial contributions made pursuant to this Agreement.

14. Representations of the County. The County hereby makes the following representations and covenants and further agrees that each representation and covenant is true, accurate and complete in all material respects as of the Effective Date and will remain true and correct throughout the term of this Agreement:

(a) Authority. The County has the full power and authority to execute and deliver this Agreement and to incur and perform the obligations provided herein. The execution and performance by the County has been duly authorized by ordinance or resolution and does not require the consent or approval of any other person or entity which has not been obtained.

(b) No Conflicting Agreement. There is no provision of any existing agreement,

mortgage, deed of trust, indenture, or contract of any kind binding on the County, or affecting the County which would conflict with or in any way prevent the execution, delivery, or carrying out of the terms of this Agreement.

(c) Litigation. There are no legal actions or proceedings pending known to the County

which, if adversely determined, would materially or adversely affect the ability of the County to fulfill its obligations under this Agreement.

(d) Binding Agreement. Each part of this Agreement is a legally valid and binding

obligation of the County, enforceable against the County in accordance with its terms, except as may be limited by law. This Agreement has been signed by the County Council Chairman and such signature is recognized by the County as legally binding.

15. Representations of SEC. SEC hereby makes the following representations and covenants

and further agrees that each representation and covenant is true, accurate and complete in all material respects as of the Effective Date and will remain true and correct throughout the term of this Agreement:

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(a) Authority. SEC has the full power and authority to execute and deliver this Agreement and to incur and perform the obligations provided herein. The execution and performance by SEC has been duly authorized by resolution and does not require the consent or approval of any other person or entity which has not been obtained.

(b) No Conflicting Agreement. There is no provision of any existing agreement,

mortgage, deed of trust, indenture, or contract of any kind binding on SEC, or affecting SEC which would conflict with or in any way prevent the execution, delivery, or carrying out of the terms of this Agreement.

(c) Litigation. There are no legal actions or proceedings pending known to SEC which,

if adversely determined, would materially or adversely affect the ability of SEC to fulfill its obligations under this Agreement.

(d) Binding Agreement. Each part of this Agreement is a legally valid and binding

obligation of SEC, enforceable against SEC in accordance with its terms, except as may be limited by law. This Agreement has been signed by the President & Chief Executive Officer and such signature is recognized by SEC as legally binding.

16. Representations of PEDC. PEDC hereby makes the following representations and

covenants and further agrees that each representation and covenant is true, accurate and complete in all material respects as of the Effective Date and will remain true and correct throughout the term of this Agreement:

(e) Authority. PEDC as the full power and authority to execute and deliver this Agreement and to incur and perform the obligations provided herein. The execution and performance by PEDC has been duly authorized by resolution and does not require the consent or approval of any other person or entity which has not been obtained.

(f) No Conflicting Agreement. There is no provision of any existing agreement,

mortgage, deed of trust, indenture, or contract of any kind binding on PEDC, or affecting PEDC which would conflict with or in any way prevent the execution, delivery, or carrying out of the terms of this Agreement.

(g) Litigation. There are no legal actions or proceedings pending known to PEDC

which, if adversely determined, would materially or adversely affect the ability of PEDC to fulfill its obligations under this Agreement.

(h) Binding Agreement. Each part of this Agreement is a legally valid and binding

obligation of PEDC, enforceable against PEDC in accordance with its terms, except as may be limited by law. This Agreement has been signed by the President & Chief Executive Officer and such signature is recognized by PEDC as legally binding.

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17. Notices. Any notices required to be given to any Party under this Agreement shall be in writing and shall be either (i) delivered by hand, (ii) mailed by U.S. registered mail, return receipt requested, postage prepaid, or (iii) sent by a reputable, national overnight delivery service (e.g., Federal Express, Airborne, etc.) and addressed as set forth below. Any such notice, request, or other communication shall be considered given or delivered, as the case may be, on the date of hand delivery (if delivered by hand), on the third (3rd) day following deposit in the United States mail (if sent by U.S. registered mail), on the next business day following deposit with an overnight delivery service with instructions to deliver on the next day or on the next business day (if sent by overnight delivery service). Rejection or other refusal to accept or inability to deliver because of a changed address of which no notice was given shall be deemed to be receipt of the notice, request, or other communication.

If to the County: Florence County Attn: County Administrator With copy to: County Council Chairman 180 North Irby Street Florence, SC 29501 If to SEC: Santee Electric Cooperative, Inc.

Attn: Robert G. Ardis III, P.E., President & CEO 424 Sumter Highway Kingstree, SC 29556

If to PEDC: Palmetto Economic Development Corporation Attn: James A. Chavez, President & CEO 1201 Main Street Suite 1710 Columbia, SC 29201

18. No Joint Venture. This Agreement shall not be deemed to create a partnership or joint

venture among the Parties. 19. Binding Effect; Integration. This Agreement is binding upon and shall inure to the benefit

of the successors, legal representatives, and assigns of the Parties. This Agreement sets forth the entire agreement and understanding of the Parties with the respect to the subject matters described and supersedes and all prior agreements, negotiations, correspondence, undertakings, promise, covenants, arrangements, communications, representations, and warranties.

20. Captions. The descriptive headings of the sections of this Agreement are inserted for convenience only. They are not intended to and shall not be construed to limit, enlarge or affect the scope or intent of this Agreement or the meaning of any provision hereof.

21. Construction and Severability. This Agreement was negotiated and drafted by all Parties. Any ambiguity or uncertainty shall not be construed for or against any Party based on attribution of drafting to any Party. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect

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and for any reason, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of the provision or any other provision of this Agreement. In such event, the Parties shall attempt to negotiate amendments to this Agreement that would permit each Party to realize the equivalent value of the economic bargain contemplated by this Agreement absent such finding or ruling.

22. Assignability. The terms of this Agreement may not be assigned, transferred, or otherwise

conveyed to any other person or legal entity without the written consent of all Parties.

23. Time is of the Essence. Time is of the essence in all aspects of the performance of the obligations hereunder.

24. Waiver. No failure by any Party to insist on the strict performance of any obligation, covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy available upon a breach of this Agreement, will constitute a waiver, and no breach will be waived, altered or modified, except by written instrument.

25. Governing Law. This Agreement, any dispute, claim, or controversy relating to this Agreement, and all of the rights and obligations of the parties shall, in all respects, be interpreted, construed, enforced and governed by and under the laws of the State of South Carolina.

26. Waiver of Jury Trial. SEC, THE COUNTY, AND PEDC EACH HEREBY WAIVE TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.

27. Written Modification. This Agreement can only be modified or amended if in writing and

signed by all Parties. 28. Signatures. This Agreement may be executed in counterparts; each counterpart shall be

deemed an original, and all counterparts constitute one and the same instrument. This Agreement and any agreements ancillary to this Agreement are considered signed by a party when the signature is delivered electronically. Any scanned or faxed signature must be treated as having the same force and effect as an original signature.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Cooperation Agreement effective as of the day and year first above written.

WITNESS: FLORENCE COUNTY (“County”) ___________________________ ____________________________________ K.G. “Rusty” Smith, Jr. By: Willard Dorriety, Jr. County Administrator Title: County Council Chairman ___________________________ Joe W. King Executive Director, Florence County ATTEST: Economic Development Partnership ____________________________________ By: ________________________________ Title: Clerk to County Council STATE OF SOUTH CAROLINA ) ) PROBATE COUNTY OF FLORENCE ) BEFORE me, personally appeared the undersigned witness, who being duly sworn, deposed and said that he/she saw Florence County, by William Dorriety, Jr., its County Council Chairman, sign, seal, and deliver the foregoing instrument and that he/she together with the other witnesses whose name appears as a witness, witnessed the execution and delivery thereof. Sworn before me this ____ day ___________________________________ of __________, 2020. Witness No. 1 Signature Print Name: K.G. Rusty Smith, Jr. ________________________________(SEAL) Notary Public for South Carolina My commission expires: ___________________

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WITNESS: SANTEE ELECTRIC COOPERATIVE, INC. (“SEC”)

___________________________ ______________________________________ James W. Kirby, Jr. By: Robert G. Ardis III, P.E Vice President, Public Affairs Its: President & Chief Executive Officer ___________________________ Ronald D. Carter, Jr. Manager, Economic Development

STATE OF SOUTH CAROLINA ) ) PROBATE COUNTY OF FLORENCE ) BEFORE me, personally appeared the undersigned witness, who being duly sworn, deposed and said that he saw Santee Electric Cooperative, Inc., by Robert G. Ardis III, its President & Chief Executive Officer, sign, seal, and deliver the foregoing instrument and that he/she together with the other witnesses whose name appears as a witness, witnessed the execution and delivery thereof. Sworn before me this ____ day ___________________________________ of __________, 2020. Witness No. 1 Signature Print Name: James W. Kirby, Jr. ________________________________(SEAL) Notary Public for South Carolina My commission expires: ___________________

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WITNESS: PALMETTO ECONOMIC DEVELOPMENT CORPORATION

(“PEDC”) _____________________________ ______________________________________ Witness No. 1 By: James A. Chavez Its: President & Chief Executive Officer _____________________________ Witness No. 2 STATE OF SOUTH CAROLINA ) ) ACKNOWLEDGMENT COUNTY OF RICHLAND ) BEFORE me, personally appeared the undersigned witness, who being duly sworn, deposed and said that he/she saw Palmetto Economic Development Corporation, by James A. Chavez, its President & Chief Executive Officer, sign, seal, and deliver the foregoing instrument and that he/she together with the other witness whose name appears as a witness, witnessed the execution and delivery thereof. Sworn before me this ____ day ___________________________________ of __________, 2020. Witness No. 1 Signature Print Name: _________________________ ________________________________(SEAL) Notary Public for South Carolina My commission expires: ___________________

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EXHIBIT A

PLAT OF PROPERTY

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EXHIBIT B

SITE PLAN FOR ON-SITE AND OFF-SITE WATER AND WASTEWATER INFRASTRUCTURE

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EXHIBIT C

ELECTRIC SERVICE COVENANT

THIS DECLARATION OF RESTRICTIVE COVENANTS (this “Declaration”) is made as of the ____day of _________, 2020, by FLORENCE COUNTY, a body politic existing pursuant to the laws of the State of South Carolina (hereinafter, the “County”), and SANTEE ELECTRIC COOPERATIVE, INC., a South Carolina not-for-profit electric cooperative (hereinafter, “SEC”).

A. Declarant owns certain property located in Florence County, South Carolina, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Development”).

B. Declarant intends to improve the Development with certain infrastructure including roads, water and sewer, and Declarant has benefitted from the financial, technical, and other support, including, but not limited to, the installation of electrical infrastructure and the dedication of system capacity to the Development, from the Development’s electric service provider, Santee Electric Cooperative, Inc. (“SEC”).

C. In exchange for financial contributions and other support received from SEC, Declarant has agreed to impose restrictions on the Development as set forth below.

STATEMENT OF DECLARATION:

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Declarant hereby declares, imposes and establishes, for itself and its successors and assigns, that the Development is hereafter subject to the following restrictive covenants and obligations:

1. Electric Provider. SEC shall be the exclusive provider of electric service to the Development, with the exception of any properties as of the Effective Date of the Agreement which are served by another electric service provider. This Declaration shall be subject to amendment only in the event that both SEC and Declarant, or its successors and assigns as Declarant hereunder, but not as a grantee in title to a portion of the Development, have consented in writing.

2. Enforcement. The Restriction shall be enforceable by suit for specific performance and injunctive relief, in addition to any other remedies provided by law or equity. The foregoing restriction shall run with the land, burdening the Development, be enforceable by SEC, its successors and assigns, and Declarant, its successors and assigns as Declarant hereunder but not solely as a grantee in title to a portion of the Development, and shall be binding

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upon Declarant and its grantees, tenants, subtenants, successors and assigns in title to all or any portion of the Development. In the event any owner (other than Declarant) or occupant of all or a portion of the Development fails to obtain power from SEC, and Declarant incurs any liability or obligation under the Agreement or this Declaration to SEC due to such failure to obtain power from SEC, such owner or occupant shall be liable to and shall indemnify and hold Declarant harmless from and against any and all losses, costs and expenses (including but not limited to reasonable attorney’s fees) incurred by Declarant under the Agreement and/or this Declaration.

3. Miscellaneous. This Declaration shall be construed under South Carolina law. The captions are used only as a matter of convenience and are not to be considered a part of this Declaration or to be used in determining the intent of the parties. All recitals contained at the beginning of this Declaration are an integral part of this Declaration and are fully incorporated into the body of this Declaration.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Declarant has caused this Declaration to be executed on its behalf by its duly authorized representative on the day and date first above written.

WITNESS: FLORENCE COUNTY (“County”) ___________________________ ____________________________________ K.G. “Rusty” Smith, Jr. By: Willard Dorriety, Jr. County Administrator Title: County Council Chairman ___________________________ Joe W. King Executive Director, Florence County ATTEST: Economic Development Partnership ____________________________________ By: ________________________________ Title: Clerk to County Council STATE OF SOUTH CAROLINA ) ) PROBATE COUNTY OF FLORENCE ) BEFORE me, personally appeared the undersigned witness, who being duly sworn, deposed and said that he saw Florence County, by William Dorriety, Jr., its County Council Chairman, sign, seal, and deliver the foregoing instrument and that he/she together with the other witnesses whose name appears as a witness, witnessed the execution and delivery thereof. Sworn before me this ____ day ___________________________________ of __________, 2020. Witness No. 1 Signature Print Name: K.G. Rusty Smith, Jr. ________________________________(SEAL) Notary Public for South Carolina My commission expires: ___________________

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WITNESS: SANTEE ELECTRIC COOPERATIVE, INC. (“SEC”)

___________________________ ______________________________________ James W. Kirby, Jr. By: Robert G. Ardis III, P.E Vice President, Public Affairs Its: President & Chief Executive Officer

___________________________ Ronald D. Carter, Jr. Manager, Economic Development

STATE OF SOUTH CAROLINA ) ) PROBATE


BEFORE me, personally appeared the undersigned witness, who being duly sworn, deposed and said that he saw Santee Electric Cooperative, Inc., by Robert G. Ardis III, its President & Chief Executive Officer, sign, seal, and deliver the foregoing instrument and that he/she together with the other witnesses whose name appears as a witness, witnessed the execution and delivery thereof.

Sworn before me this ____ day ___________________________________ of __________, 2020. Witness No. 1 Signature

Print Name: James W. Kirby, Jr.

________________________________(SEAL) Notary Public for South Carolina My commission expires: ___________________

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Approve Purchase Of 62 Acres Identified As TMP # 00056-04-028 From JBJ Associates, LP In The Amount Of $465,000; Approve Purchase Of 33 Acres Identified As TMP # 00056-04-129 From Jean A. McLendon In The Amount Of $247,500; Approve The Purchase Of 38 Acres Identified As TMP# 00036-04-001 From Eugene P. Warr, Jr. And Robert L. Thomas, Jr. In The Amount Of $285,000; And Approve The Purchase Of 182+/- Acres Identified As TMP #00036-04-003 From Jane M. Rhoden In The Amount Of $1,365,000 For The Development Of An Industrial Park To Be Funded By 2020B General Obligation Bond Issue.

POINTS TO CONSIDER:

1. The County is interested in purchasing four (4) parcels of contiguous propertytotaling 315+/- acres for the development of an industrial park for economicdevelopment purposes. The four parcels are identified as follows: TMP# 00056-04-028 consisting of 62 acres; TMP # 00056-04-129 consisting of 33 acres; TMP #00036-04-001 consisting of 38 acres; and TMP # 00036-04-003 consisting of 182+/-acres. The total cost of the 315+/- acres is $2,362,500.

2. The purchase will be funded by the 2020B General Obligation Bond issue forEconomic Development purposes.

FUNDING FACTORS:

$2,362,500 = Cost of 315+/- acres to be funded by the 2020B GO Bond Issue for Economic Development purposes.

OPTIONS:

1. (Recommended). Approve as presented.2. Provide an alternate directive

ATTACHMENTS:

Executed Contracts for sale.

218

not limited to environmental audit, soil tests, engineering studies, contractor inspections of utilities and

structures, Buyer deem appropriate to determine the Property's suitability for Buyer's Proposed Use.

Buyer shall be responsible for acts of negligence by its agents, employees or contractors in the

performance of the inspections on the Property. In the event that any of the Buyer's inspection and due

diligence items are deemed unsatisfactory or unacceptable, in the sole judgment and unfettered discretion

of the Buyer, Escrow Agent shall, upon notice from Buyers given to Escrow Agent prior to the expiration

of the Inspection Period, refund and deliver the Earnest Money and the Contract shall terminate.

Additionally, Seller acknowledges that a contingency to this contract is approval by Florence County

Council of the purchase.

In the absence of any notice from the Buyer to the contrary prior to the expiration of the Inspection

Period (including any extensions), all inspection and due diligence items (except for good, marketable

fee simple title which remains a contingency up until and through closing) will be deemed acceptable to

Buyer. In the event the Seller and Buyer cannot agree on disbursement of Earnest Money following

termination of this contract, Escrow Agent will retain such Earnest Money in its escrow account until

such time as a court of competent jurisdiction shall direct disbursement or until such time as Seller and

Buyer agree on such disbursement.

6. ENVIRONMENT AL MATTERS

To the best of Seller's knowledge, there is no pending action pertaining to the real estate under any

environmental law, regulation, or ordinance and Seller has not received notice in any form, of such an

action, or threatened action. To the best of Seller's knowledge, there are no past or current releases of

hazardous substances on, over, at, from, into, or unto any facility at the real estate, as those terms are

defined under the Comprehensive Environmental Response Compensation and Liability Act

("CERCLA"), and Sellers are not aware of any environmental condition, situation, or incident (as such

Seller z)Yt· Buy�

220

terms are defined in "CERCLA") on, at, or concerning the real estate in violation of "CERCLA" as

amended, the Clean Air Act, the Clean Water Act, and "Superfund" or "Superlien" law, or any other

federal, state, or local statute, law, ordinance, code, rule, regulations, order, or decree, regulating, relating

to or imposing liability or standards of conduct concerning any Hazardous Materials.

7. TITLE

Seller hereby represents that it possesses good and marketable fee simple title, vested in Seller. The title

shall be conveyed by General Warranty Deed free and clear of all encumbrances, restrictions,

encroachments, easements, rights-of way, covenants, tenancies, and other matters oftitle and Seller shall

bear costs of such conveyance which costs are limited to deed preparation and documentary stamps.

8. TAXES AND ASSESSMENTS

All Real Property Taxes payable during the calendar year of closing shall be pro-rated on the basis of

said calendar year between Seller and Buyer at the time of closing. Seller shall not be responsible for

any rollback taxes.

9. CLOSING/POSSESSION

This sale shall be closed on or before 5 PM on the first business day 30 days after the Inspection Period,

unless the time of closing is extended by written agreement of the Seller and Buyer with legal possession

delivered to the Buyer at the time of closing and actual, exclusive and complete possession of said real

property to be given on or before day of closing. Buyer shall be entitled to a 30 day extension to close if

they are not able to close due to no fault of their own within the initial 30 days after the Inspection Period.

10. DEFAULT

(a) If the Buyer wrongfully refuses to close, the Seller and Buyer agree that since it is impracticable and

extremely difficult to fix the actual damages sustained, the Earnest Money shall be forfeited as liquidated

damages to the Seller.

Seller#

221

(b) If the Seller's title defects cannot be corrected as herein provided, or if the Seller wrongfully refuses

to close, the Buyer's Earnest Money Deposit shall be returned. The Buyer may, at its option, seek

specific performance, if Seller wrongfully refuses to close.

(c) In the event a suit for specific performance is instituted, the prevailing party shall have the right to

recover all of such party's expenses but not limited to attorney's fees, court costs and cost of suit

preparation.

11. EFFECT

This contract when executed by both Seller and Buyer, shall be binding upon and inure to the benefit of

Seller and Buyer, their heirs, legal representatives, successors and assigns. This contract sets forth the

complete understanding of Seller and Buyer and supersedes all previous negotiations, representations

and agreements between them and their Agents. This contract can only be amended, modified, or

assigned by written agreement signed by both the Seller and Buyer.

TIME IS OF THE ESSENCE IN THIS CONTRACT.

�:....,.:./'...,.L·0+�,,e.f_·2�--�--\VITne'.ss) j <;) _'kol�?' f!-o :L>.:t rr e.rt/'--

Print Name (Witness)

19. BUYER'S ACCEPTANCE

Ce/'�r. � Seller Signatiire � JBJ Associates, LP

I, or we, accept the foregoing offer and agree to sell the above described real property on the terms and

conditions herein stated.

Accepted this 2-� day of '.JuI (i , 2020.

t.Jdlail. J)� ___.__KA{Z_�_@'------"-- _ Buyer ature

Print Name (Witness) -1-+->-..._.=�y..,-q.u...,'-+-'�-=-· , ·representative of

222

STATE OF SOUTH CAROLINA ) )


1. PARTIES

REAL ESTATE PURCHASE CONTRACT

A _contract to purchase is offered this day by Florence Countv hereinafter referred to as "Buyer", to

Jean A. McLendon , hereinafter referred to as "Seller". Seller agrees that Buyer may assign their rights

herein to an entity to be fom1ed.

2. PROPERTY

I, or we, hereby agree to purchase the following real property: Florence County Tax Parcel

00056-04-129 containing approximately 33 acres together \\rith all improvements and the

appurtenances, if any. (Exact acreage to be determined by survey)

3. TERMS

Buyer agrees to pay for said real property the sum of: $ 7,500.00 oer acre ("Purchase Price") payable

as follows: (a) The sum of$ 1,000.00 as Earnest Money, which is to be deposited with

--------· The balance is payable at closing.

4·_ Buyer covenants that it will deliver to Escrow Agent$ 1,000.00 as Earnest Money, no later than 5

PM on the third day following Seller's Acceptance. This Earnest Money will be held in trust and applied

in accordance with the terms and conditions of the foregoing offer.

5. INSPECTIONS

Buyer will have a period of six (6) months following Seller's Acceptance Date, ("Inspection Period") to

perform surveys, tests, inspections, studies on the property. However, Buyer is entitled to seek up to

two (2) thirty (30) days extensions in the event Buyer has not been able to complete the necessary

inspections despite good faith efforts. At all times after Seller and Buyer execute and date this Contract,

Seller shall permit Buyer to enter upon the Property to make any surveys, tests, inspections, studies,

Acknowledgment: Se!� Buy�

223

including but not limited to environmental audit, soil tests, engineering studies, contractor inspections

of utilities and structures, Buyer deem appropriate to determine the Property's suitability for Buyer's

Proposed Use. Buyer shall be responsible for acts of negligence by its agents, employees or contractors

in the performance of the inspections on the Property. In the event that any of the Buyer's inspection

and due diligence items are deemed unsatisfactory or unacceptable, irt the sole judgment and unfettered

discretion of the Buyer, Escrow Agent shall, upon notice from Buyers given to Escrow Agent prior to

the expiration of the Inspection Period, refund and deliver the Earnest Money and the Contract shall

terminate. Additionally, Seller acknowledges that a contingency to this contract is approval by Florence

County Council of the purchase.








6. ENVIRONMENTAL MATTERS







Se� Buy�

224

terms are defined in "CERCLA") on, at, or concerning the real estate in violation of "CERCLA" as




7. TITLE



encroachments, easements, rights-of way, covenants, tenancies, and other matters of title and Seller shall


8. TA.,"XES AND ASSESSMENTS



any rollback taxes.







10. DEFAULT




Sell� Buyg

225

(b) If the Seller's title defects cannot be corrected as herein provided, or if the Seller wrongfully refuses



( c) In the event a suit for specific performance is instituted, the prevailing party shall have the right to


preparation.

11. EFFECT





assigned by written agreement sib111ed by both the Seller and Buyer.

TIME IS OF TIIE ESSENCE IN THIS CONTRACT.


19. BUYER'S ACCEPTANCE

I, or we, accept the foregoing off er and agree to sell the above described real property on the terms and

conditions herein stated.

Accepted this if day of �\ "(r , 2020.

Sif!«-.u5 ig; Buyfil

)<'.�1'.j&� $,n.t-k,.J Y-; representative ofFlorence C nty

226

ADDENDUM TO REAL ESTATE

PURCHASE CONTRACT FOR FLORENCE COUNTY TAX PARCEL: 00056-04-129

Buyer agrees to allow any and all farmers who are farming the subject property until December 31, 2020 to harvest crops presently being grown on the property. Seller agrees that the hunting rights lease presently in effect for the subject property which expires August, 2020 will not be renewed.

Seller further agrees that any and all outdoor sign lease income or the right to receive any income or payments of any type associated with the subject real property will be transferred to Buyer upon closing.

SellifU

Buy�

227

STATE OF SOUTH CAROLINA ) )


1. PARTIES

REAL EST A TE PURCHASE CONTRACT

A contract to purchase is offered this day by Florence Countv hereinafter referred to as "Buyer", to

Eugene P. Warr. Jr. and Robert L. Thomas. Jr. , hereinafter referred to as "Seller". Seller agrees that

Buyer may assign their rights herein to an entity to be fonned.

2. PROPERTY


00036-04-001 , containing 38 acres together with all improvements and the appurtenances, if any.

(Exact acreage to be determined by survey)

3. TERMS

Buyer agrees to pay for said real prope1iy the sum of: $ 7.500.00 per acre ("Purchase Price") payable

as follows: (a) The sum of$ 1.000.00 as Earnest Money, which is to be deposited with

________ . The balance is payable at closing.

4. Buyer covenants that it will deliver to Escrow Agent$ 1.000.00 as Earnest Money, no later than 5



5. INSPECTIONS

Buyer v.rill have a period of six (6) months following Seller's Acceptance Date, ("Inspection Period") to

perform surveys, tests, inspections, studies on the property. However, Buyer is entitled to seek up to two

(2) thirty (30) day extensions in the event Buyer has not been able to complete the necessary inspections

despite good faith efforts. At all times after Seller and Buyer execute and date this Contract, Seller shall

pennit Buyer to enter upon the Property to make any surveys, tests, inspections, studies, including but

Acknowledgment: Sell;/Jf:; Buye�

228

not limited to environmental audit, soil tests, engineering studies, contractor inspections of utilities and

structures, Buyer deem appropriate to determine the Property's suitability for Buyer's Proposed Use.

Buyer shall be responsible for acts of negligence by its agents, employees or contractors in the

performance of the inspections on the Property. In the event that any of the Buyer's inspection and due

diligence items are deemed unsatisfactory or unacceptable, in the sole judgment and unfettered discretion

of the Buyer, Escrow Agent shall, upon notice from Buyers given to Escrow Agent prior to the expiration

of the Inspection Period, refund and deliver the Earnest Money and the Contract shall terminate.

Additionally, Seller acknowledges that a contingency to this contract is approval by Florence County

Council of the purchase.






such time as a court of competent jurisdiction shall direct disbursement or unti I such time as Seller and





action, or threatened action. To the best of Seller's knowledge, there are no past or cmTent releases of




tern1s are defined in "CERCLA") on, at, or concerning the real _estate in violation of "CERCLA" as

Sellert;tf Buyercfi2.__ 229




7. TITLE



encroachments, easements, rights-of way, covenants, tenancies, and other matters oftitle and Seller shall

bear costs of such conveyance which costs are limited to deed preparation and documentary stamps, if

any are required.




any rollback taxes.







10. DEFAULT




Sell� Buyer£

230

(b) If the Seller's title defects cannot be conected as herein provided, or if the Seller wTongfully refuses



(c) In the event a suit for specific performance is instituted, the prevailing party shall have the right to


preparation.

11. EFFECT





assigned by written agreement signed by both the Seller and Buyer.

TIME IS OF THE ESSENCE IN THIS CONTRACT.


__ o11� ___ I ______ SellerSignature \ Eugene P. Warr, .Tr.

_9.,.,,.,._/)_..,,�L.l-"'�d-'-'--=2 • ...._--l....._i�4<...,,L-�6-=�',...,"""'"�-'-'-n ___ Seller

Signature / Robert L. Thomas, Jr.

CONTINUED ON NEXT PAGE

Seller {},)e-d ii '/,'

go Buy�

231

ADDENDUM TO REAL ESTA TE

PURCHASE CONTRACT FOR

FLORENCE COUNTY TAX PARCEL: 00036-04-001

Buyer agrees to allow any and all farmers who are farming the subject property until December

31, 2020 to harvest crops presently being grown on the property. Seller agrees that the hunting rights

lease presently in effect for the subject property which expires August, 2020 will not be renewed.

Seller fmiher agrees that any and all outdoor sign lease income or the right to receive any

income or payments of any type associated with the subject real propetiy will be transferred to Buyer

upon closing.

Buyer-&-

233

STATE OF SOUTH CAROLINA )

) COUNTY OF FLORENCE )

1. PARTIES

REAL ESTATE PURCHASE CONTRACT

A contract to purchase is offered this day by Florence County hereinafter referred to as "Buyer", to

Jane M. Rhoden , hereinafter referred to as "Seller". Seller agrees that Buyer may assign their rights

herein to an entity to be formed.

2. PROPERTY


00036-04-003 , containing approximately 182+ acres together with all improvements and the

appurtenances, if any. (Exact acreage to be determined by survey)

3. TERMS

Buyer agrees to pay for said real property the sum of:$ 7.500.00 per acre ("Purchase Price") payable

as follows: (a) The sum of$ 1.000.00 as Earnest Money, which is to be deposited with

________ . The balance is payable at closing.

4:-. B1�.yer covenants that it will deliver to Escrow Agent$ 1,000.00 as Earnest Money, no later than 5



5. INSPECTIONS

Buyer will have a period of six (6) months following Seller's Acceptance Date, ("Inspection Period") to

perform surveys,"tests, inspections, studies on the property. However, Buyer is entitled to seek up to

two (2) thirty (30) day extensions in the event Buyer has not been able to complete the necessary

inspections despite good faith efforts. At all times after Seller and Buyer execute and date this Contract,

Seller shall permit Buyer to enter upon the Property to make any surveys, tests, inspections, studies,

including but not limited to environmental audit, soil tests, engineering studies, contractor inspections

Acknowledgment: Selle� Buyer�234

of utilities and structures, Buyer deem appropriate to determine the Property's suitability for Buyer's

Proposed Use. Buyer shall be responsible for acts of negligence by its agents, employees or contractors

in the performance of the inspections on the Property. In the event that any of the Buyer's inspection

and due diligence items are deemed unsatisfactory or unacceptable, in the sole judgment and unfettered

discretion of the Buyer, Escrow Agent shall, upon notice from Buyers given to Escrow Agent prior to

the expiration of the Inspection Period, refund and deliver the Earnest Money and the Contract shall

terminate. Additionally, Seller acknowledges that a contingency to this contract is approval by Florence

County Council of the purchase.















Sell� Buy�

235

terms are defined in 11CERCLA") on, at, or concerning the real estate in violation of "CERCLA" as

amended, the Clean Air Act, the Clean Water Act, and 1

1Superfund11 or "Superlien" law, or any other



7. TITLE



encroachments, easements, rights-of way, covenants, tenancies, and other matters of title and Seller shall





any rollback taxes.







10. DEFAULT




Sell�

236

(b) If the Seller's title defects cannot be corrected as herein provided, or if the Seller wrongfully refusesto close, the Buyer's Earnest Money Deposit shall be returned. The Buyer may, at its option, seekspecific performance, if Seller wrongfully refuses to close.( c). In the event a suit for specific performance is instituted, the prevailing party shall have the right torecover all of such party's expenses but not limited to attorney's fees, court costs and cost of suitpreparation.11. EFFECTThis contract when executed by both Seller and Buyer, shall be binding upon and inure to the benefit ofSeller and Buyer, their heirs, legal representatives, successors and assigns. This contract sets forth thecomplete understanding of Seller and Buyer and supersedes all previous negotiations, representationsand agreements between them and their Agents. This contract can only be amended, modified, orassigned by written agreement signed by both the Seller and Buyer.TIME IS OF THE ESSENCE IN THIS CONTRACT.

Witness �CIDJ2. U)n, u.1<o-J1� ignature SellerJane M. Rhoden Print Name (Witness)

19 .. BUYER'S ACCEPTANCEI, or we, accept the foregoing offer and agree to sell the above described real property on the terms andconditions herein stated.Accepted this �day of ::JJj

tJ�cfl� wx,ss --;"') _j.·I/ 11�d ../,./o,e11,;cl-7 �. Print Name (Witness)

, 2020.

�(�A {25' BuyerSign�e . _ ..LA __. K .G�M� 'tJ)V\, � �� V,. representative ofFlorence Co ty

237

ADDENDUM TO REAL ESTATE

PURCHASE CONTRACT FOR

FLORENCE COUNTY TAX PARCEL: 00036-04-003

Buyer agrees to allow any and all farmers who are farming the subject property until December

31, 2020 to harvest crops presently being grown on the property. Seller agrees that the hunting rights

lease presently in effect for the subject property which expires August, 2020 will not be renewed.

Seller further agrees that any and all outdoor sign lease income or the right to receive any

income or payments of any type associated with the subject real property will be transferred to Buyer

upon closing.

Sell�

238



DEPARTMENT: Florence County Emergency Management


Approve The Addition Of Two Antennas And Associated Equipment To The Effingham Communication Tower By Motorola Solutions For A Period Of Ten Years In Exchange For The Replacement And Installation Of Eight (8) Conventional Repeaters That Are Obsolete Representing A Value Of $123,840 ($15,480 each).

POINTS TO CONSIDER: 1) Motorola Solutions would like to place two antennas and associated equipment on the

Effingham communication tower for a period of ten years. In exchange, Motorolawould purchase the County eight conventional repeaters as replacements for obsoleteequipment no longer supported.

2) The cost of the eight conventional repeaters is $15,480 each for a total cost of$123,840.

3) The additional antennas and equipment will not impact operations of the County’sradio system.

4) Dusty Owens, Emergency Management Director recommends the agreement.

OPTIONS: 1) (Recommended) Approve as presented.2) Provide an Alternate Directive.

ATTACHMENTS:

Letter of agreement with Motorola dated June 10, 2020.

239

June 10th, 2020

Mr. Kaleb Carlson Florence County Emergency Management Radio System, Senior Coordinator 1221 Justice Way Effingham, SC 29541

Dear Mr.

• IIIIOT'OROLA SOLUTIONSPalmetto 800 Shared Mission Critical Public Safety Network

Mr. Dusty Owens Florence County Emergency Management Emergency Management Director 1221 Justice Way Effingham, SC 29541

As discussed, Motorola would like to add two UHF antennas and lines, and one rack of equipment on the Florence county tower where we currently collocate our 800mhz equipment. For compensation to the county we agree to furnish 8- GTR 8000 conventional repeaters at a state contract value of$ l 5,480ea to replace the county's MSFSOOO and Quantar repeaters that are no longer supported. This equipment would be in lieu of an infrastructure credit and for a term of ten years. Upon receipt of signed copy, I can have the GTR equipment delivered to your site.

Sincerely,

Jim Weih Motorola Solutions, Inc.

Accepted By

Name Date

Title

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240


AGENDA ITEM: Report to Council

Declaration of Surplus Property

DEPARTMENT: Florence County Sheriff’s Office


Declaration of one (1) Glock 21SF handgun as surplus property for the purpose of

awarding it to an employee who has retired.

POINTS TO CONSIDER:

1. The Florence County Sheriff’s Office is recommending that (1) Glock 21SF, serial

number PAU074 to be declared surplus.

2. Disposal will not impact on-going operations.

3. Florence County Code requires County Council approval for disposal of surplus

property.

FUNDING FACTORS:

1. $0=Costs of disposal

OPTIONS: 1. (Recommended) Declare one (1) Glock 21SF handgun as surplus property

and award it accordingly.

2. Provide alternative instructions.

241

FLORENCE COUNTY COUNCIL MEETING

August 20, 2020

AGENDA ITEM: Other Business

Infrastructure Project

Council District 4



Council Is Asked To Approve The Expenditure Of Up To $50,000.00 From Council District 4

Infrastructure Funding Allocation To Assist The Timmonsville Rescue Squad With The

Purchase/Replacement Of Two (2) Cardiac Monitors.

FUNDING SOURCE:

XXX Infrastructure

______ Road System Maintenance

______ Utility

SIGNED: ___________________________

Council District 4 Honorable Mitchell Kirby

ATTACHMENTS:

Quote from Stryker

I, Connie Y. Haselden, Clerk to Council, certify this item was approved by the Florence County

Council at the above-referenced meeting, at which a majority of members were present.

Connie Y. Haselden, Clerk to Council

242

stryker Lifepak 15 Monitors (6) Qu_ote Number: 10200974

Version:

Prepared For:

1

TIMMONSVILLE RESCUE SQUAD

Attn:

Remit to:

Rep:

Email:

Stryker Medical

P.O. Box 93308

Chicago, IL 60673-3308

Preston Keck

[email protected]

Phone Number: (843) 709-9548

Quote Date: 07/07/2020

Expiration Date: 10/05/2020

Delivery Address End User - Shipping - Billing

Name: TIMMONSVILLE RESCUE SQUAD


Account#: 1123910 Account #: 1123910

Address: 401 EAST MAIN STREET PO BOX 9


TIMMONSVILLE TIMMONSVILLE

South Carolina 29161 South Carolina 29161

Equipment Products:

# Product Description

1.0 99577-001957 LIFEPAK 15 V4 Monitor/Defib - Manual & AED, Trending, Noninvasive Pacing, Sp02, SpCO, NIBP, 12-Lead ECG, EtC02, BT. Incl at N/C: 2 pr QC Electrodes (11996-000091) & 1 Test Load (21330-001365) per device, 1 Svc Manual CD (26500-003612) per order

2.0 41577-000288 Ship Kit -QUIK-COMBO Therapy Cable; 2 rollslOOmm Paper; RC-4, Patient Cable, 4ft. ; NIBP Hose, Coiled; NIBP Cuff, Reusable, adult; 12-Lead ECG Cable, 4-Wire Limb Leads, 5ft; 12-Lead ECG Cable, 6-Wire Precordial attachment

3.0 21330-001176 LP 15 Lithium-ion Battery 5. 7 amp hrs

4.0 11171-000082 Masimo™;RC Patient Cable - EMS, 4 FT.

5.0 11171-000046 Masimo™M-LNCS® DCI, Adult Reusable Sp02 only Sensor. For use with RC Patient Cable.

6.0 11171-000049 Masimo™Rainbow™ DCI Adult Reusable Sp02, SpCO, SpMet Sensor, 3 FT. For use with RC Patient Cable.

7.0 11996-000340 Masimo™;Rainbow™; Adhesive Sp02, SpCO, SpMet Sensor - Pediatric. Box of 10. For use with RC Patient Cable.

---8.0 11160-000017 NIBP Cuff -Reusable, Large Adult

9.0 21300-008159 LIFEPAK 15 NIBP Straight Hose, 6'

10.0 11160-000013 NIBP Cuff-Reusable, Child

11.0 11160-000019 NIBP Cuff-Reusable, Adult X Large

12.0 11577-000002 LIFEPAK 15 Basic carry case w/right & left pouches; shoulder strap (11577-000001) included at no additional charge when case ordered with a LIFEPAK 15 device

13.0 11220-000028 LIFEPAK 15 Carry case top pouch

1

Bill To Account


Account#: 1123910


TIMMONSVILLE

South Carolina 29161

Qty Sell Price Total

2 $25,711.04 $51,422.08

2 $0.00 $0.00

4 $345.80 $1,383.20

2 $175.00 $350.00

2 $180.60 $361.20

2 $384.00 $768.00

2 $444.00 $888.00

2 $21.60 $43.20

2 $43.80 $87.60

2 $15.60 $31.20

2 $30.60 $61.20

2 $202.20 $404.40

2 $36.60 $73.20

Stryker Medical - Accounts Receivable - [email protected] - PO BOX 93308 - Chicago, IL 60673-3308 243

stryker Lifepak 15 Monitors (6) Qu,ote Number: 10200974

Version:

Prepared For:

1


Attn:

Remit to:

Rep:

Email:

Stryker Medical

P.O. Box 93308


Preston Keck

[email protected]

Phone Number: (843) 709-9548



#

14.0

15.0

16.0

17.0

18.0

21.0

22.0

23.0

24.0

Product

11260-000039

21996-000109

11141-000115

11140-000015

11140-000052

99576-000063

11576-000060

11576-000071

11576-000080

Trade In Credit:

Product

99997-000291

ProCare Products:

# Product

19. 78000008 1

25 . 78000020 1

Description

LIFEPAK 15 Carry case back pouch

Titan III WiFi Gateway

REDI-CHARGE Base (power cord not included)

AC power cord

LP15 REDI-CHARGE Adapter Tray

LUCAS 3, v3.1 Chest Compression System, Includes Hard Shell Case, Slim Back Plate, (2) Patient Straps, (1) Stabilization Strap, (2) Suction Cups, (1) Rechargeable Battery and Instructions for use With Each Device

LUCAS Desk-Top Battery Charger

LUCAS External Power Supply

LUCAS 3 Battery - Dark Grey - Rechargeable LiPo

Description ---Trade in of non-Stryker device towards the purchase of a Stryker device

Description Qty Start Date

On Site Prevent for LIFEPAK 15 V4 2 05/11/2020 Monitor/Defib - Manual & AED, Trending, Noninvasive Pacing, Sp02, SpCO, NIBP, 12-Lead ECG, EtC02, BT. Incl at N/C: 2 pr QC Electrodes (11996-000091) & 1 Test Load (21330-0013656 per device, 1 Svc Manual CD (26500-0 3612) per order

On Site Prevent for LUCAS 3, v3.1 Chest 1 07/07/2020 Compression System, Includes Hard Shell Case, Slim Back Plate, (2) Patient Straps, (1) Stabilization Strap, (2) Suction Cups, p) Rechargeable Battery and Instructions or use With Each Device

2

Qty Sell Price Total

2 $52.20 $104.40

2 $621.00 $1,242.00

1 $963 .00 $963.00

1 $49.80 $49.80

1 $130.80 $130.80

1 $13,275.80 $13,275 .80

---1 $1,012.70 $1,012.70

---1 $320.62 $320.62

1 $619.10 $619.10

Equipment Total: $73,591.50

Qty

2

Credit Ea. Total Credit

-$6,000.00 -$12,000.00

End Date Sell Price Total

05/10/2024 $5,760.00 $11,520.00

07/06/2024 $5,054.40 $5,054.40

ProCare Total: $16,574.40

Stryker Medical - Accounts Receivable - [email protected] - PO BOX 93308 - Chicago, IL 60673-3308 244

stryker Lifepak 15 Monitors (6) Qu.ote Number: 10200974

Version:

Prepared For:

1


Attn:



Price Totals:

Prices: In effect for 60 days.

Terms: Net 30 Days

Ask your Stryker Sales Rep about our flexible financing options.

AUTHORIZED CUSTOMER SIGNATURE

3

Remit to:

Rep:

Email:

Stryker Medical

P.O. Box 93308


Preston Keck

[email protected]

Phone Number: (843) 709-9548

Estimated Sales Tax (8.000%):

Freight/Shipping:

Grand Total:

Stryker Medical - Accounts Receivable - [email protected] - PO BOX 93308 - Chicago, IL 60673-3308

$6,253.27

$0.00

$84,419.17

245


AGENDA ITEM: Other Business

Infrastructure Project


Councilman H. Steven DeBerry, IV


Approve The Expenditure Of Up To $35,000.00 From Council Districts’ Infrastructure Funding

Allocations (Approximately $3,889 From Each District Or As Listed Below) To Purchase And

Install A New Sign For The Voter Registration/Elections Facility.

FUNDING SOURCE:

XXX Infrastructure Road System Maintenance Fee Utility

Amount: $ $ $

Signed:

Jason M. Springs Roger M. Poston Alphonso Bradley

Amount: $ $ $

Signed: Mitchell Kirby Kent C. Caudle H. Steven DeBerry, IV

Amount: $ $3,889 $

Signed: Waymon Mumford Vacant Willard Dorriety, Jr.

ATTACHMENTS:

None

I, Connie Y. Haselden, Clerk to County Council, certify this item was approved by the Florence

County Council at the above-referenced meeting, at which a majority of members were present.

__________________________________________

Connie Y. Haselden, Clerk to Council

246

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