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May 2025 Agenda Packet Wednesday, May 21, 2025; 6:00 P.M; County Administration Conference Room; 1 Center Street, Chatham, Virginia 24531 AGENDA I. CALL TO ORDER II. ROLL CALL III. REVISIONS TO AGENDA IV. APPROVAL OF AGENDA V. CONSENT AGENDA A. Approval of March Meeting Minutes B. Approval of March Financials C. Approval of April Financials VI. OLD BUSINESS A. Pittsylvania County Strategic Plan Update (G. Payne) VII. NEW BUSINESS A. Local Performance Agreement Approval for Project Green Recycle (M. Rowe) B. Pittsylvania County VBAF Grant Consideration (M. Rowe) C. SRP Parking Lot Light Pole and Base Update (J. Daniel) D. Preliminary Engineering Report (PER) for Gretna Industrial Park Roadway Update (T. Reynolds) VIII. ECONOMIC DEVELOPMENT UPDATES A. Overview of Projects (M. Rowe) IX. MATTERS FROM IDA MEMBERS X. CLOSED SESSION A. Discussion concerning a prospective business or industry or the expansion of an existing business or industry where no previous announcement has been made of the business or industry’s interest in locating or expanding its facilities in the community. Authority: Virginia Code §2.2-3711(A)(5) Subject Matters: Project G, Project 10, Project B Purpose: Updates on Prospective Unannounced Businesses/Industries XI. RETURN TO OPEN SESSION AND CLOSED SESSION CERTIFICATION A. Closed Session Certification PITTSYLVANIA COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY CLOSED MEETING CERTIFICATION BE IT RESOLVED that at the meeting of the Pittsylvania County Industrial Development Authority (“Authority”) on May 21, 2025, the Authority hereby certifies by a recorded vote that to the best of each Authority member’s knowledge only public business matters lawfully exempted from the Open Meeting requirements of the Virginia Freedom of Information Act (“Act”) and identified in the motion authorizing the closed meeting were heard, discussed, or considered in the closed meeting. If any authority member believes that there was a departure from the requirements of the Act, he shall so state prior to the vote indicating the substance of the departure. The statement shall be recorded in the Authority’s minutes. Vote Joey Faucette Yes/No John Daniel Yes/No Timothy Reynolds Yes/No Bill Nuckols Yes/No Steven Merricks Yes/No Charles L. Minter Yes/No Michael Adkins Yes/No XII. ADJOURNMENT Agenda Section: Consent Agenda (Section V(A)) Agenda Title: Approval of March Minutes Staff Contact: Matthew Rowe Agenda Date: May 21, 2025 Attachments: March 2025 Meeting Minutes- DRAFT SUMMARY: For the Board’s review and consideration, attached are the following Meeting Minutes for March: 1. March 2025 Meeting Minutes- DRAFT FINANCIAL IMPACT AND FUNDING SOURCE: Not applicable. RECOMMENDATION: County Staff recommends the IDA Board approve the March Meeting Minutes as presented. MOTION: “I make a Motion to approve the March Meeting Minutes as presented.” PITTSYLVANIA COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 3/19/25 MEETING MINUTES I. CALL TO ORDER Faucette called Meeting to order at 6:02 PM. II. ROLL CALL • Saunders conducted Roll Call. The following IDA Members were present: Faucette, Daniel, Reynolds, Nuckols (by Zoom), Merricks, Minter, and Adkins. • Staff present: Shorter, Van Der Hyde, Rowe, Van Allen, and Saunders. • Others in Attendance: Gregory Payne (Vice President, Economic Leadership, LLC, by Zoom), Colby Warren and Brent Shelton with Warren Shelton PLLC III. REVISIONS TO AGENDA Motion by Daniel, seconded by Adkins, to swap Items VI(B) and VI(A) under Old Business. Motion passed unanimously by IDA Members present. IV. APPROVAL OF AGENDA Motion by Merricks, seconded by Minter, to approve Agenda. Motion passed unanimously by IDA Members present. V. CONSENT AGENDA Motion by Daniel, seconded by Minter, to approve Consent Agenda. Motion passed unanimously by IDA Members present. VI. OLD BUSINESS Request for Qualification (RFQ) Update- Colby Warren and Brent Shelton with Warren Shelton PLLC were present to discuss their submitted proposal for Pittsylvania County Industrial Development Authority Attorney Services, RFQ. On a motion by Merricks, seconded by Reynolds, to approve an annual contract for $30,000 for 120 billable hours and $250 per additional hour used with Warren Shelton PLLC for Pittsylvania County Industrial Development Authority Attorney Services. Motion passed unanimously by IDA Members present. Faucette abstained from the vote. Pittsylvania County Strategic Plan Update- Gregory Payne, Vice President of Economic Leadership, LLC, provided IDA Members with a monthly update on the Pittsylvania County Strategic Plan. VII. NEW BUSINESS On a Motion by Reynolds, seconded by Adkins, to approve the budget adjustment for the Pittsylvania County Strategic Plan with Economic Leadership, LLC. Motion passed unanimously by IDA Members present. On a motion by Merricks, seconded by Reynolds, to approve the Staunton River Plastics parking lot light pole and base. Motion passed unanimously by IDA Members present. Daniel abstained from the vote. Preliminary Engineering Report (PER) for Gretna Industrial Park Roadway- Reynolds discussed the PER report with IDA members. VIII. ECONOMIC DEVELOPMENT UPDATES Rowe provided updates on the following projects: AeroFarms, Walraven, Morgan Olson, Axxor, TECHnista, and Staunton River Plastics. IX. MATTERS FROM IDA MEMBERS There were none. X. CLOSED SESSION Motion to enter Closed Session (see attached Agenda Packet for full Closed Session information) by Adkins, seconded by Daniel. Motion passed unanimously by IDA Members present. IDA entered Closed Session at 7:28 PM. XI. RETURN TO OPEN SESSION AND CLOSED SESSION CERTIFICATION IDA returned to Open Session at 7:56 PM and Saunders read the Closed Session Certification paragraph (see attached Agenda Packet for same), and conducted a Closed Session Certification Roll Call, which was unanimously voted “Yes” by IDA Members present. XII. ADJOURNMENT Faucette adjourned the Meeting at 7:56 PM. Agenda Section: Consent Agenda (Section V(B)) Agenda Title: Approval of March Financials Staff Contact: Kim Van Der Hyde Agenda Date: May 21, 2025 Attachments: March Financial Report SUMMARY: A copy of the March Financial Report is included in the packet for your review, comment, and approval. FINANCIAL IMPACT AND FUNDING SOURCE: None RECOMMENDATION: County Staff recommends the IDA approve the March Financial Report as presented. MOTION: “I make a Motion to approve the March Financial Report as presented.” Pittsylvania County Industrial Development Authority Balance Sheet As of March 31, 2025 Accrual Basis Friday, April 4, 2025 02:19 PM GMT-04:00 1/2 TOTAL ASSETS Current Assets Bank Accounts 10000 BB&T-Regular Checking 0.00 101000 First Citizens Checking 725,240.17 10200 ANB-Axxor Property Account 0.00 10300 FCB-Panacea Reserve Account 0.00 10400 FCB-IDA SR-Plastics 0.00 10500 ANB-IDA SR-Plastics 0.00 Total Bank Accounts $725,240.17 Accounts Receivable 11000 *Accounts Receivable 0.00 Total Accounts Receivable $0.00 Other Current Assets 120000 Accounts Receivable 0.00 Total Other Current Assets $0.00 Total Current Assets $725,240.17 Fixed Assets 110000 Inventory 1,300,310.00 15000 Capital Assets 150100 Land 497,442.00 150200 Industrial Building 13,289,443.07 150500 Construction in Progress 0.00 Total 15000 Capital Assets 13,786,885.07 160000 Accumulated Depreciation -437,901.50 Total Fixed Assets $14,649,293.57 Other Assets 120100 Notes Receivable-Intertape 0.00 120200 Note Receivable-Axxor 0.00 120500 Notes Receivable-Axxor-Land 0.00 121000 Note Receivable-Panacea Equip 0.00 121100 Notes Rec-Panacea Equip Reserve 0.00 121500 Note Receivable-Panacea Upfit 0.00 121600 Note Receivable-VRA Loan-Realty 750,000.00 121700 Note Receivable-ANB-SR Plastics 0.00 121800 Note Receivable-VSBFA-Axxor 2,884,914.54 125000 Other Receivable-ARCO 0.00 125100 Other Receivable-SR-Plastics 52,962.80 125200 Other Receivable-Axxor 0.00 130000 Interest Receivable 0.00 140000 Lease Receivable-Rage Plastics 9,219,792.17 141000 Lease Receivable-Technista 564,648.00 Total Other Assets $13,472,317.51 Pittsylvania County Industrial Development Authority Balance Sheet As of March 31, 2025 Accrual Basis Friday, April 4, 2025 02:19 PM GMT-04:00 2/2 TOTAL TOTAL ASSETS $28,846,851.25 LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable 20000 *Accounts Payable 0.00 225000 Due To Danville City IDA 0.00 Total Accounts Payable $0.00 Other Current Liabilities 200000 Accounts Payable 0.00 252500 Note Payable-ANB Axxor Note -29,047.48 252600 Closing Costs 0.00 253700 Note Payable-TIC-Cyber Park 500,000.00 253800 Note Payable-Cyber Park 976,000.74 260000 Interest Payable 0.00 270000 Reserve-Panacea 0.00 270100 SR-Plastics Reserve 0.00 Total Other Current Liabilities $1,446,953.26 Total Current Liabilities $1,446,953.26 Long-Term Liabilities 210000 Security Deposit-2311 Cane Creek Pkwy 11,583.00 250000 Note Payable-ANB-Intertape 0.00 253000 Bond Payable-2311 Cane Creek Pkwy Building 488,521.00 253200 Note Payabe-First Citizens-Pana 0.00 253300 Note Payable-VRA Loan-Realty 750,000.00 253400 Note Payable-Atlantic Union SR Plastics 8,247,722.49 253500 Note Payable-VSBFA-Axxor 2,913,962.02 253600 Note Payable-VSBFA-SR-Plastics 987,491.29 2750 Deferred Inflow of Resources-Leases 7,701,584.50 Total Long-Term Liabilities $21,100,864.30 Total Liabilities $22,547,817.56 Equity 30000 Opening Balance Equity 1,943,527.66 32000 Unrestricted Net Assets 4,307,815.77 Net Income 47,690.26 Total Equity $6,299,033.69 TOTAL LIABILITIES AND EQUITY $28,846,851.25 Check Number Date Vendor Name Paid Amount FEE 3/7/2025 First Citizens Bank 212.92$ 1240 3/7/2025 Daniel Builders, LLC. 2,185.00$ 1241 3/4/2025 VSBFA 4,546.00$ 1242 3/5/2025 VSBFA 36,133.85$ 1243 3/7/2025 Hurt & Proffitt 6,560.00$ 1244 3/14/2025 Atlantic Union Bank 43,887.71$ 1245 3/26/2025 Christian & Barton, LLP 7,781.00$ 1246 3/31/2025 VSBFA 36,133.85$ 1247 3/27/2025 VSBFA 4,546.00$ Pittsylvania County Industrial Development Authority Monthly Disbursements March, 2025 Cash Current YTD Balance Rev/Exp Rev/Exp Budget Balance Funding Locality Contributions: Pittsylvania County 67,843.16 134,485.00 66,641.84 Rent: Axxor 1,500.00 13,500.00 18,000.00 4,500.00 Rage SR-Plastics 1,500.00 12,000.00 18,000.00 6,000.00 Other Receivables: Invenergy 50,000.00 50,000.00 - Fund Balance - - 59,154.00 59,154.00 Total Funding 3,000.00 143,343.16 279,639.00 136,295.84 Expense Accounting-Audit Fees 8,250.00 7,725.00 (525.00) Legal Fees 7,781.00 13,121.83 50,000.00 36,878.17 Bank Service Charges 212.92 1,334.52 240.00 (1,094.52) Engineering 6,560.00 20,320.00 20,000.00 (320.00) Insurance 13,525.00 13,525.00 - Property & Equipment Services 2,185.00 20,337.00 20,000.00 (337.00) Postage, Mailing Service - 100.00 100.00 Prospect Visit - 20,000.00 20,000.00 Strategic Plan Economic Leadership 30,000.00 220,000.00 190,000.00 Professional Services -Board 10,081.68 13,564.00 3,482.32 2311 Cane Creak Facility - 134,485.25 134,485.00 (0.25) Total Expense 16,738.92 251,455.28 499,639.00 248,183.72 Pittsylvania County Industrial Development Authority General Expenditures for Fiscal Year 2025 As of March 31, 2025 Total OPERATING ACTIVITIES Net Income $ 47,690.26 Adjustments to reconcile Net Income to Net Cash provided by operations: 20000 *Accounts Payable $ (4,135.30) 225000 Due To Danville City IDA $ (10,605.38) 252500 Note Payable-ANB Axxor Note $ (29,047.48) 260000 Interest Payable $ (23,388.52) Total Adjustments to reconcile Net Income to Net Cash provided by operations: $ (67,176.68) Net cash provided by operating activities $ (19,486.42) INVESTING ACTIVITIES 121000 Note Receivable-Panacea Equip $ 83,203.45 121800 Note Receivable-VSBFA-Axxor $ 296,714.49 125100 Other Receivable-SR-Plastics $ 7,688.16 130000 Interest Receivable $ 12,450.89 140000 Lease Receivable-Rage Plastics $ 188,293.83 141000 Lease Receivable-Technista $ (564,648.00) Net cash provided by investing activities $ 23,702.82 FINANCING ACTIVITIES 210000 Security Deposit-2311 Cane Creek Pkwy $ 11,583.00 253000 Bond Payable-2311 Cane Creek Pkwy Building $ (109,436.00) 253400 Note Payable-Atlantic Union SR Plastics $ (170,378.09) 253500 Note Payable-VSBFA-Axxor $ (238,542.11) 253600 Note Payable-VSBFA-SR-Plastics $ (20,903.09) 2750 Deferred Inflow of Resources-Leases $ 620,104.50 Net cash provided by financing activities $ 92,428.21 Net cash increase for period $ 96,644.61 Cash at beginning of period $ 628,595.56 Cash at end of period $ 725,240.17 Pittsylvania County Industrial Development Authority Statement of Cash Flows July 2024 - March 2025 Agenda Section: Consent Agenda (Section V(C)) Agenda Title: Approval of April Financials Staff Contact: Kim Van Der Hyde Agenda Date: May 21, 2025 Attachments: April Financial Report SUMMARY: A copy of the April Financial Report is included in the packet for your review, comment, and approval. FINANCIAL IMPACT AND FUNDING SOURCE: None RECOMMENDATION: County Staff recommends the IDA approve the April Financial Report as presented. MOTION: “I make a Motion to approve the April Financial Report as presented.” Balance Sheet Pittsylvania County Industrial Development Authority As of April 30, 2025 Accrual Basis Thursday, May 08, 2025 12:26 PM GMTZ 1/2 DISTRIBUTION ACCOUNT TOTAL Assets Current Assets Bank Accounts 10000 BB&T-Regular Checking 101000 First Citizens Checking 675,454.71 10200 ANB-Axxor Property Account 10300 FCB-Panacea Reserve Account 10400 FCB-IDA SR-Plastics 10500 ANB-IDA SR-Plastics Total for Bank Accounts $675,454.71 Accounts Receivable 11000 *Accounts Receivable Total for Accounts Receivable 0 Other Current Assets 120000 Accounts Receivable Total for Other Current Assets 0 Total for Current Assets $675,454.71 Fixed Assets 110000 Inventory 1,300,310.00 15000 Capital Assets 0 150100 Land 497,442.00 150200 Industrial Building 13,289,443.07 150500 Construction in Progress Total for 15000 Capital Assets $13,786,885.07 160000 Accumulated Depreciation -437,901.50 Total for Fixed Assets $14,649,293.57 Other Assets 120100 Notes Receivable-Intertape 120200 Note Receivable-Axxor 120500 Notes Receivable-Axxor-Land 121000 Note Receivable-Panacea Equip 121100 Notes Rec-Panacea Equip Reserve 121500 Note Receivable-Panacea Upfit 121600 Note Receivable-VRA Loan-Realty 750,000.00 121700 Note Receivable-ANB-SR Plastics 121800 Note Receivable-VSBFA-Axxor 2,855,512.88 125000 Other Receivable-ARCO 125100 Other Receivable-SR-Plastics 52,108.56 125200 Other Receivable-Axxor 130000 Interest Receivable 140000 Lease Receivable-Rage Plastics 9,196,102.04 Balance Sheet Pittsylvania County Industrial Development Authority As of April 30, 2025 Accrual Basis Thursday, May 08, 2025 12:26 PM GMTZ 2/2 DISTRIBUTION ACCOUNT TOTAL 141000 Lease Receivable-Technista 554,565.00 Total for Other Assets $13,408,288.48 Total for Assets $28,733,036.76 Liabilities and Equity Liabilities Current Liabilities Accounts Payable 20000 *Accounts Payable 225000 Due To Danville City IDA Total for Accounts Payable 0 Credit Cards Other Current Liabilities 200000 Accounts Payable 252500 Note Payable-ANB Axxor Note -29,047.48 252600 Closing Costs 253700 Note Payable-TIC-Cyber Park 500,000.00 253800 Note Payable-Cyber Park 976,000.74 260000 Interest Payable 270000 Reserve-Panacea 270100 SR-Plastics Reserve Total for Other Current Liabilities $1,446,953.26 Total for Current Liabilities $1,446,953.26 Long-term Liabilities 210000 Security Deposit-2311 Cane Creek Pkwy 11,583.00 250000 Note Payable-ANB-Intertape 253000 Bond Payable-2311 Cane Creek Pkwy Building 488,521.00 253200 Note Payabe-First Citizens-Pana 253300 Note Payable-VRA Loan-Realty 750,000.00 253400 Note Payable-Atlantic Union SR Plastics 8,229,045.54 253500 Note Payable-VSBFA-Axxor 2,884,560.36 253600 Note Payable-VSBFA-SR-Plastics 985,248.83 2750 Deferred Inflow of Resources-Leases 7,701,584.50 Total for Long-term Liabilities $21,050,543.23 Total for Liabilities $22,497,496.49 Equity 32000 Unrestricted Net Assets 4,307,815.77 Net Income -15,803.16 30000 Opening Balance Equity 1,943,527.66 Total for Equity $6,235,540.27 Total for Liabilities and Equity $28,733,036.76 Check Number Date Vendor Name Paid Amount FEE 4/7/2025 First Citizens Bank 216.93$ 1248 3/7/2025 Hurt & Profitt 6,560.00$ 1249 3/4/2025 Sellers Brothers, INC.9,325.00$ 1250 3/5/2025 Christiam & Barton, LLP 18,135.00$ 1251 3/7/2025 Pittsylvania County 3,391.08$ 1252 3/14/2025 Atlantic Union Bank 43,887.71$ Pittsylvania County Industrial Development Authority Monthly Disbursements April 2025 Cash Current YTD Balance Rev/Exp Rev/Exp Budget Balance Funding Locality Contributions: Pittsylvania County 99,194.75 134,485.00 35,290.25 Technista Lease 35,290.50 (35,290.50) Rent: Axxor 1,500.00 15,000.00 18,000.00 3,000.00 Rage SR-Plastics 12,000.00 18,000.00 6,000.00 Technista Rent 1,500.00 9,750.00 9,750.00 Other Receivables: Invenergy 50,000.00 50,000.00 - Fund Balance - - 59,154.00 59,154.00 Total Funding 3,000.00 221,235.25 279,639.00 77,903.75 Expense Accounting-Audit Fees 8,250.00 7,725.00 (525.00) Legal Fees 18,135.00 31,256.83 50,000.00 18,743.17 Bank Service Charges 216.93 1,551.45 240.00 (1,311.45) Engineering 6,560.00 26,880.00 20,000.00 (6,880.00) Insurance 13,525.00 13,525.00 - Property & Equipment Services 9,325.00 29,662.00 20,000.00 (9,662.00) Postage, Mailing Service - 100.00 100.00 Prospect Visit - 20,000.00 20,000.00 Strategic Plan Economic Leadership 30,000.00 220,000.00 190,000.00 Professional Services -Board 3,391.08 13,472.76 13,564.00 91.24 2311 Cane Creak Facility - 134,485.25 134,485.00 (0.25) Total Expense 37,628.01 289,083.29 499,639.00 210,555.71 Pittsylvania County Industrial Development Authority General Expenditures for Fiscal Year 2025 As of April 30, 2025 Total OPERATING ACTIVITIES Net Income $ (15,803.16) Adjustments to reconcile Net Income to Net Cash provided by operations: 20000 *Accounts Payable $ (4,135.30) 225000 Due To Danville City IDA $ (10,605.38) 252500 Note Payable-ANB Axxor Note $ (29,047.48) 260000 Interest Payable $ (23,388.52) Total Adjustments to reconcile Net Income to Net Cash provided by operations: $ (67,176.68) Net cash provided by operating activities $ (82,979.84) INVESTING ACTIVITIES 121000 Note Receivable-Panacea Equip $ 83,203.45 121800 Note Receivable-VSBFA-Axxor $ 326,116.15 125100 Other Receivable-SR-Plastics $ 8,542.40 130000 Interest Receivable $ 12,450.89 140000 Lease Receivable-Rage Plastics $ 211,983.96 141000 Lease Receivable-Technista $ (554,565.00) Net cash provided by investing activities $ 87,731.85 FINANCING ACTIVITIES 210000 Security Deposit-2311 Cane Creek Pkwy $ 11,583.00 253000 Bond Payable-2311 Cane Creek Pkwy Building $ (109,436.00) 253400 Note Payable-Atlantic Union SR Plastics $ (189,055.04) 253500 Note Payable-VSBFA-Axxor $ (267,943.77) 253600 Note Payable-VSBFA-SR-Plastics $ (23,145.55) 2750 Deferred Inflow of Resources-Leases $ 620,104.50 Net cash provided by financing activities $ 42,107.14 Net cash increase for period $ 46,859.15 Cash at beginning of period $ 628,595.56 Cash at end of period $ 675,454.71 Pittsylvania County Industrial Development Authority Statement of Cash Flows July 2024 - April 2025 Agenda Section: New Business (Section VII(A)) Agenda Title: Local Performance Agreement Approval for Project Green Recycle Staff Contact: Matthew Rowe Agenda Date: May 21, 2025 Attachments: LPA for Project Green Recycle SUMMARY: A copy of the LPA for Project Green Recycle is included in the packet for your review, comment, and approval. FINANCIAL IMPACT AND FUNDING SOURCE: None RECOMMENDATION: County Staff recommends the IDA approve the LPA for Project Green Recycle as presented. MOTION: “I make a Motion to approve the LPA for Project Green Recycle as presented.” 1 LOCAL PERFORMANCE AGREEMENT THIS LOCAL PERFORMANCE AGREEMENT (this "Agreement"), made and entered into as of the ___ day of ___________ 2025, by and among INDUSTRIAL DEVELOPMENT AUTHORITY OF PITTSYLVANIA COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia ("PCIDA"); the COUNTY OF PITTSYLVANIA, VIRGINIA, a political subdivision of the Commonwealth of Virginia (the "County"); and GREEN RECYCLE USA LLC, a Virginia limited liability company (the "Company"); W I T N E S S E T H : NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: Section 1. - Recitals. The parties recite the following facts: a. PCIDA and the County, in order to stimulate economic growth and development of the community by creating jobs and infrastructure have agreed to provide incentives to new and expanding businesses which conduct industrial activity. b. The Company desires to establish and to operate an industrial waste recycling facility (the "New Facility"). The New Facility would be established on that certain real property containing approximately 8.13 acres, commonly known as 200 Learner Lane, Blairs, Virginia 24527 in Pittsylvania County, Virginia (the "Project Site"). c. The Company intends to purchase the Project Site from the Project Site's current owner, and subsequently complete certain renovations to the Project Site for the expanded operations of the New Facility. d. During the Performance Period described below, the Company plans to make capital investments in the Project Site of at least Five Million Seven Hundred Thousand and 00/100 Dollars ($5,700,000.00) and to create twenty eight (28) full-time jobs with an average yearly base wage of at least Fifty Six Thousand Eight Hundred Fifty Seven and 00/100 Dollars ($56,857.00), as set forth in this Agreement. e. Each of PCIDA and the County is willing to provide those certain incentives to the Company summarized in Schedule 1(e), attached hereto and incorporated herein by this reference, provided that the Company satisfies certain criteria relating to employment projections and capital investment as described below. f. Each of PCIDA and the County finds that the provisions of this Agreement and the commitments of the Company will promote the expansion of industry by inducing industrial development within the County, and that such development will promote the safety, health, 13th May Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 2 welfare, convenience and prosperity of the citizens of the County. Section 2. - Definitions. For the purposes of this Agreement, the following terms shall have the following definitions: a. "Agreement" shall mean this Local Performance Agreement and shall have the same meaning as set forth in the header paragraph. b. "Capital Investment" means a capital expenditure by or on behalf of the Company in taxable real property, taxable tangible personal property, or both, at the New Facility. The purchase or lease of furniture, fixtures, machinery and equipment, will qualify as Capital Investment hereunder. c. "Company" shall have the same meaning as that term in the header paragraph of this Agreement. d. "County" shall have the same meaning as that term in the header paragraph of this Agreement. e. "Event of Default" shall have the same meaning as that term is used in Section 8 below. f. "Event of Force Majeure" shall mean without limitation, any of the following: acts of God; strikes, lockouts or other industrial disturbances; act of public enemies; orders of any kind of the government of the United States of America or of the Commonwealth or any of their respective departments, agencies, political subdivisions or officials, or any civil or military authority; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals not caused by the Company; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the Company. g. "Government Party" or "Government Parties" shall mean any one or more of PCIDA and the County. h. "Maintain", as it pertains to a New Job, shall mean that the New Job will continue without interruption from the date of creation through the Performance Date. Positions for the New Jobs will be treated as Maintained during periods in which such positions are not filled due to (i) temporary reductions in the Company's employment levels (so long as there is active recruitment for open positions), (ii) strikes and (iii) other temporary work stoppages not to exceed sixty (60) days. i. "New Facility" shall have the same meaning as that term is used in Section 1(b). Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 3 j. "New Job" shall mean new permanent full-time employment of an indefinite duration at the New Facility for which the standard fringe benefits are provided by the Company for the employee, and for which the Company pays an average annual wage of at least Fifty Six Thousand Eight Hundred Fifty Seven and 00/100 Dollars ($56,857.00), excluding standard fringe benefits. Each New Job must require a minimum of either (i) thirty-five (35) hours of an employee's time per week for the entire normal year of the Company's operations, which "normal year" must consist of at least forty-eight (48) weeks, or (ii) one thousand six hundred eighty (1,680) hours per year. Seasonal or temporary positions, positions created when a job function is shifted from an existing location in the Commonwealth of Virginia, and positions with construction contractors, vendors, suppliers and similar multiplier or spin-off jobs shall not qualify as New Jobs. k. "PCIDA" shall have the same meaning as that term in the header paragraph of this Agreement. l. "Performance Date" shall mean the date that is five (5) years after the later to occur after (i) the date of this Agreement, or (ii) the date of the closing on the Project Site. The Performance Date shall be extended one (1) day, for a maximum of three hundred sixty-five (365) days, for each day after the New Facility Completion Date has passed without all of the applicable certificates of occupancy having been issued. The Company shall give written notice to PCIDA of any extension of the Performance Date. m. "Performance Period" shall mean that period of time commencing on the date of this Agreement and ending on the Performance Date. n. "Project Site" shall have the same meaning as that term is used in Section 1(b) above. o. "Recruitment Documents" shall mean any one or more of this Agreement, any and all performance grant agreements executed by the Company pertaining to State Grant s and any other document(s) executed, at the request of PCIDA, by the Company in connection with this Agreement. p. "State Grants" shall mean the Commonwealth Opportunity Fund Grant, and such other items as described in Section 5(f). q. "Tax Rebates" shall mean the rebates of certain taxes imposed upon the Company and actually paid and received by the County pursuant to Sections 5(a) and 5(b) below. Section 3. - Purchase of Project Site. a. Generally. On or before the beginning of the Performance Period, the Company shall purchase or shall cause its wholly owned subsidiary, if any, to purchase of the Project Site. During the Performance Period, the Company shall locate and continue its industrial waste Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 4 recycling operations in the New Facility. Section 4. - Capital Investment; New Job Creation by the Company; and Virginia Domestication. a. $5,700,000.00 Capital Investment. On or before the Performance Date, the Company shall make Capital Investment in the minimum aggregate amount of Five Million Seven Hundred Thousand and 00/100 Dollars ($5,700,000.00) to or for the New Facility. Notwithstanding the foregoing, it shall not constitute an Event of Default under Section 8 below if the Company during the Performance Period shall make a Capital Investment of at least Five Million One Hundred Thirty Thousand and 00/100 Dollars ($5,130,000.00) on or before the Performance Date. b. 28 New Jobs. The Company shall create and employee twenty (28) New Jobs on or before the Performance Date and shall Maintain these New Jobs until at least the Performance Date. Beginning April 1, 2026, on April 1 and October 1 of each year during the Performance Period, the Company shall produce and deliver to PCIDA a New Jobs roster itemizing, at a minimum, each New Job and the base pay (excluding fringe benefits), as described in Section 2(j) above and any other information pertaining to such New Job employees as may be reasonably requested by PCIDA. The Company shall redact from the New Jobs roster any personally identifiable information of its employees. The Company hereby authorizes each of the County's Economic Development Director and the PCIDA Treasurer or her respective designees to obtain and to verify the information contained in the New Jobs roster from the Virginia Employment Commission. Notwithstanding the foregoing, it shall not constitute an Event of Default under Section 8 below if the Company during the Performance Period shall create and Maintain at least twenty five (25) New Jobs on or before the Performance Date. c. Domestication in Virginia. The Company shall be in good standing with the Virginia State Corporation Commission and authorized to transact business in Virginia throughout the balance of the Performance Period. The Company shall remain domesticated in the Commonwealth of Virginia, at all times, during the Performance Period. d. Financial Report. On April 1 and October 1 of each year during the Performance Period, the Company shall produce and deliver to PCIDA a general financial report on the status of the Company's business since the date of its opening of the New Facility. Section 5. - Funds Extended to or for the Company. a. Long-Term/High Impact 50% Real Estate Tax Rebate for Year 1 through Year 5. Subject to appropriations, the County shall rebate to the Company fifty percent (50%) of the real estate taxes imposed upon the New Facility that are paid by the Company and actually received by the County, during the first five (5) tax years after the execution of this Agreement. After these rebate grants are made, these grants are subject to recapture by the County in the event the Company fails to make the Capital Investment and/or create and Maintain the New Jobs on or Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 5 before the Performance Date. b. Long-Term/High Impact 50% Machinery and Tools Tax Rebate for Year 1 through Year 5. Subject to appropriations, the County shall rebate to the Company fifty percent (50%) of the machinery and tools tax imposed upon the Company that are paid by the Company and actually received by the County, during the first five (5) tax years after the execution of this Agreement. After these rebate grants are made, these grants are subject to recapture by the County in the event the Company fails to make the Capital Investment and/or create and Maintain the New Jobs on or before the Performance Date. c. Waiver of Building Zoning and Land Disturbance Permit Fees, and Water and Sewer Fees: Estimated Value of $50,000.00. The County will waive one hundred percent (100%) of the cost of building zoning and land disturbance permit fees for eligible new construction and expansions in the enterprise zone. Water and sewer connection fees are reimbursed by the County for new construction and expansions and the County Department of Public Works will run necessary water and sewer lines to the Facility at no charge to the Company. The waivers under this Section 5(c) shall be subject to all the enterprise zone terms and conditions. d. Up to $26,500.00 Tobacco Region Opportunity Fund Grant. As a condition to and as a part of the application for the Tobacco Region Opportunity Fund Grant, PCIDA and the Company shall enter into a performance grant agreement with the Tobacco Commission. If the application for such grant is approved, PCIDA shall disburse the funds to the Company upon the Company's satisfaction or achievement of certain performance metrics as set forth in such performance grant agreement. After this grant is made, the grant funds are subject to recapture by PCIDA in the event the Company fails to make the Capital Investment and/or create and Maintain the New Jobs on or before the Performance Date. e. Pittsylvania County Enterprise Zone Jobs Grant. The County acknowledges that under the County’s Enterprise Zone program, the Company's Capital Investment for the New Facility and creation of New Jobs as contemplated in this Agreement could qualify for up to Twenty One Thousand and 00/100 Dollars ($21,000.00) in value in the form of one-time cash payments of Seven Hundred Fifty and 00/100 Dollars ($750.00) per direct full-time job a (the "Pittsylvania County Enterprise Zone Jobs Grant"). The County shall disburse such grant according to the terms and conditions of its Enterprise Zone program. After this grant is disbursed, this grant is not subject to recapture by the County or any other Government Party in the event the Company fails to make the Capital Investment and/or create and Maintain the New J obs on or before the Performance Date. f. State Grant Applications. As part of the establishment and operation of the New Facility, PCIDA or the County shall apply for and accept State Grants as follows: i. Up to $150,000.00 Commonwealth Opportunity Fund Grant. As a condition to and as a part of the application for the Commonwealth Opportunity Fund Grant, PCIDA and the Company shall enter into a Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 6 performance grant agreement with the Virginia Economic Development Partnership. If the application for such grant is approved, PCIDA shall disburse the funds to the Company upon the Company's satisfaction or achievement of certain performance metrics as set forth in such performance grant agreement. ii. Virginia Enterprise Zone Job Creation Grant (estimated value $80,800.00). The New Facility is located in a Virginia Enterprise Zone. PCIDA or the County shall apply for a Virginia State Enterprise Zone Grant from the Virginia Department of Housing and Community Development, estimated at up to Eighty Thousand and 00/100 Dollars ($80,000.00) for job creation. If such application for such grant is approved, PCIDA or the County shall disburse the grant according to the terms and conditions of the Virgini a Enterprise Zone program. iii. Enterprise Zone Real Property Investment Grant (estimated value $100,000.00). As a condition to and as a part of the application for a Virginia Enterprise Zone Real Property Investment Grant, PCIDA (or other Government Party, as the case may be) and the Company shall enter into a performance grant agreement with the Virginia Department of Housing and Community Development. iv. Manufacturing Sales and Use Tax Exemption (estimated value $220,500.00). The Company may realize a savings from sales and use tax exemptions of up to Two Hundred Twenty Thousand Five Hundred and 00/100 Dollars ($220,500.00), subject to the Company's compliance with all applicable rules, regulations, and requirements for claiming such exemptions. v. Up to $23,800.00 Virginia Jobs Investment Program – Small Business New Jobs Program. PCIDA shall reasonably assist the Company in applying for grants under the VEDP's Virginia Jobs Investment Program, estimated at up to Twenty Three Thousand Eight Hundred and 00/100 Dollars ($23,800.00). If such application for such grant is approved, the VEDP (or if allowed by the program, RIFA) shall disburse the grant according to the terms and conditions of the Virginia Jobs Investment Program. The Company shall reasonably cooperate with the Government Parties in connection with the applications for the State Grants, including without limitation providing financial information about the Company, the Company's planned Capital Investments, and the creation schedule of the New Jobs. The Government Parties acknowledge that one or more advances of the State Grants could be made by PCIDA or other Government Party applying for such grants, provided that the Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 7 advanced disbursements are adequately secured in the sole and absolute determination of such applicant Government Party, in the event that the Company does not meet the performance metrics or other requirements for such State Grant. Section 6. - Capital Investment Report and Unaudited Annual Financial Statements. The Company shall provide a signed report to PCIDA annually, beginning October 1, 2026, documenting the Company's progress in Capital Investment and in maintenance of the Capital Investment. The Company further agrees that each of the County's Economic Development Director and the PCIDA Treasurer or her respective designees are authorized to verify all taxable Capital Investment and related information through the Office of the Commissioner of Revenue for the County. Along with the report in this Section, the Company shall provide to PCIDA (i) unaudited financial statements covering the previous twelve (12) month period, prepared under generally accepted accounting principles (GAAP) as used in the United States of America and (ii) documentation or other information reasonably satisfactory to PCIDA demonstrating the Company’s plans to have sufficient working capital to operate its business for at least the next eighteen (18) months and to meet its required Capital Investment as set forth in this Agreement. Section 7. - Representations and Warranties of the Company. As of the date of this Agreement and continuing until the Performance Date, the Company hereby represents and warrants to each Government Party the following: a. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia as of the date of this Agreement and is authorized to transact business in the Commonwealth of Virginia and all other jurisdictions in which it is required by law. b. This Agreement, the transactions contemplated herein, and the other Recruitment Documents to be executed by the Company have been or shall have been approved by all necessary corporate action by the Company; and the persons executing this Agreement and any of the other Recruitment Documents to be executed by the Company have or shall have full and complete authority to execute and deliver the same for and on behalf of the Company. c. The execution, delivery, and performance of this Agreement, the other Recruitment Documents, and the consummation of the transactions contemplated hereby and thereby by the Company will not violate, conflict with, or result in any default under, or cause any acceleration of any obligation under, any (i) Articles of Organization, Operating Agreement, or other organizational documents of the Company; (ii) any existing contract, agreement, note, or other document to which the Company is a party, or by which the Company is bound; or (iii) any orders, decrees, or laws of any jurisdiction applicable to and binding upon the Company. d. This Agreement and all other Recruitment Documents constitute the legal, binding and enforceable obligations of the Company in accordance with the terms contained herein or therein. Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 8 e. There is no pending or threatened litigation or proceeding against the Company or any of its members which may materially adversely affect the financial condition, business operations, or business prospects of the Company. f. The Company is not in material default with respect to any existing indebtedness incurred by it. None of the Company's members is in material default with respect to any existing indebtedness incurred by any one or more of them. g. All financial statements, certificates, resolutions, and other information or documentation furnished to any one or more of the Government Parties prior to the date of this Agreement by the Company are true, correct, and accurate, and no such information fails to disclose or misrepresents any information which could materially or adversely affect the transactions contemplated in this Agreement; and the Company has not failed to disclose any information which could materially and adversely affect the business or financial condition of the Company. For purposes of this Section 7, the "Company" shall, specifically and without limitation, include any permitted assignee of the Company to any one or more of the Recruitment Documents and any wholly owned subsidiary of the Company that acquires any ownership or leasehold interest in any portion or all of the Project Site. Section 8. - Event of Default. It shall be an "Event of Default" upon the occurrence of any one or more of the following events: a. The occurrence of any material default under this Agreement, or any other Recruitment Document which is not cured within sixty (60) days after written notice to the Company of such default (or if such default cannot reasonably be cured within such sixty (60) day period, then if the Company fails to substantially begin such cure within such sixty (60) day period or fails thereafter to diligently pursue such cure); b. The Company discontinues business for a period of sixty (60) days or more, or materially changes the nature of the Company's business; c. The Company (i) files a petition or has a petition filed against it under the Bankruptcy Code or any proceeding for the relief of insolvent debtors which is not dismissed within sixty (60) days of such filing; (ii) is subject to the entry of an order for relief by any court of insolvency; (iii) makes an admission of insolvency seeking the relief provided in the Bankruptcy Code or any other insolvency law; (iv) makes an assignment for the benefit of creditors; (v) has a receiver appointed, voluntarily or otherwise, for its property; or (vi) becomes insolvent, however otherwise evidenced; d. The controlling owner of the Company (i) files a petition or has a petition filed against it under the Bankruptcy Code or any proceeding for the relief of insolvent debtors which is not dismissed within sixty (60) days of such filing; (ii) is subject to the entry of an order for Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 9 relief by any court of insolvency; (iii) makes an admission of insolvency seeking the relief provided in the Bankruptcy Code or any other insolvency law; (iv) makes an assignment for the benefit of creditors; (v) has a receiver appointed, voluntarily or otherwise, for its property; or (vi) becomes insolvent, however otherwise evidenced; e. The Company is not in good standing with the Virginia State Corporation Commission after having received at least sixty (60) days written notice from the Commission; or f. An officer or member of the Company (i) is convicted of a felony, or (ii) is convicted of any other crime involving lying, cheating, stealing, fraud, misappropriation, or other similar acts of dishonesty. For purposes of this Section 8, the "Company" shall, specifically and without limitation, include any permitted assignee of the Company to any one or more of the Recruitment Documents and any wholly owned subsidiary of the Company that acquires any ownership or leasehold interest in any portion or all of the Project Site. Section 9. - Upon Occurrence of an Event of Default. In addition to and not in lieu of any other remedies or relief made available to any one or more of the Government Parties under this Agreement, at law or in equity, upon the occurrence of an Event of Default, irrespective of whether any Government Party has terminated this Agreement, each Government Party (as the case may be) may elect any one or more of the following: a. The Government Party may immediately cease to disburse any further payments (including without limitation rebates) to or for the Company under this Agreement or the Recruitment Documents; b. The Government Party may give written notice to the Company exercising the right to accelerate the Company's obligation to repay its unpaid indebtedness of the Company to that Government Party, declaring the outstanding balance to be immediately due and payable; c. Upon giving written notice to the Company, the Government Party shall have the right, but not the obligation, to offset any amounts owed by the Government Party against amounts owed or claimed to be owed by the Company; and/or d. Upon demand of PCIDA, the Company shall pay back the Tax Rebates as set forth in Section 10 below. e. The Government Party may pursue any and all other remedies available to it under this Agreement, any one or more of the Recruitment Documents or applicable law. Section 10. - Repayments to PCIDA. a. Repayment of Tax Rebates for Failure to make the Capital Investment and/or to Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 10 create and to maintain New Jobs. In the event the Company fails to make the Capital Investment and/or to create and to maintain New Jobs as required under this Agreement and such failure constitutes an Event of Default, the Company shall repay to PCIDA portions of the Tax Rebates in an amount equal to the sum of the following: i. Failure to Make the Capital Investment. An amount equal to fifty percent (50%) of the total amount of the Tax Rebates actually disbursed as of the Performance Date, minus the following calculation: an amount equal to the Capital Investment actually made by the Company as of the Performance Date multiplied by a fraction, (A) the numerator of which is fifty percent (50%) of the total amount of the Tax Rebates actually disbursed as of the Performance Date, and (B) the denominator of which is Five Million One Hundred Thirty Thousand and 00/100 Dollars ($5,130,000.00); plus ii. Failure to Create and to Maintain New Jobs. An amount equal to fifty percent (50%) of the total amount of the Tax Rebates actually disbursed as of the Performance Date, minus the following calculation: an amount equal to the New Jobs actually Maintained by the Company as of Performance Date multiplied by a fraction, (A) the numerator of which is fifty percent (50%) of the total amount of the Tax Rebates actually disbursed as of the Performance Date, and (B) the denominator of which is twenty five (25) New Jobs. b. Repayment of the Tobacco Region Opportunity Fund Grant for Failure to make the Capital Investment and/or to create and to maintain New Jobs. In the event the Company fails to make the Capital Investment and/or to create and to maintain New Jobs as required under this Agreement and such failure constitutes an Event of Default, the Company shall repay to PCIDA portions of the Tobacco Region Opportunity Fund Grant in an amount equal to the sum of the following: i. Failure to Make the Capital Investment. An amount equal to fifty percent (50%) of the total amount of the Tobacco Region Opportunity Fund Grant actually disbursed as of the Performance Date, minus the following calculation: an amount equal to the Capital Investment actually made by the Company as of the Performance Date multiplied by a fraction, (A) the numerator of which is fifty percent (50%) of the total amount of the Tobacco Region Opportunity Fund Grant actually disbursed as of the Performance Date, and (B) the denominator of which is Five Million One Hundred Thirty Thousand and 00/100 Dollars ($5,130,000.00); plus ii. Failure to Create and to Maintain New Jobs. An amount equal to fifty percent (50%) of the total amount of the Tobacco Region Opportunity Fund Grant actually disbursed as of the Performance Date, minus the following calculation: an amount equal Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 11 to the New Jobs actually Maintained by the Company as of Performance Date multiplied by a fraction, (A) the numerator of which is fifty percent (50%) of the total amount of the Tobacco Region Opportunity Fund Grant actually disbursed as of the Performance Date, and (B) the denominator of which is twenty five (25) New Jobs. The Company shall pay the sums described in this Section 10 no later than sixty (60) days after the date on which the Company is given written notice of such Event(s) of Default described in this Section. Section 11. - Audit and Guideline Requirements. Upon reasonable prior written request, the Company shall allow each of the County's Economic Development Director and the PCIDA Treasurer (or her respective designees) reasonable access during regular business hours to all records pertaining to the Company's employment and investment at the New Facility, and the Company shall cooperate with PCIDA in any audit of such records by furnishing all information necessary to verify the Company's performance under this Agreement. In return, each of PCIDA and the County agrees to maintain the confidentiality of any and all proprietary, confidential and/or sensitive information, including without limitation personal payroll earnings or similar information that those Government Parties or its designees may receive or access. Section 12. - Force Majeure. Notwithstanding the foregoing, if the Company does not meet the New Job and Capital Investments requirements because of an Event of Force Majeure, the Performance Date will be extended day-for-day by the delay in meeting the targets caused by the Event of Force Majeure. Section 13. - Subject to Annual Appropriations. As provided under Virginia law, the obligations of the Government Parties to pay the cost of performing its obligations under this Agreement are subject to and dependent upon annual appropriations being made from time to time by the governing body of such Government Party, for such purpose. Section 14. - Non-waiver. No waiver of any term or condition of this Agreement by any party shall be deemed a continuing or further waiver of the same term or condition or a waiver of any other term or condition of this Agreement. Section 15. - Attorneys' Fees. Each of the parties shall be solely responsible for their respective attorneys' fees in the negotiating, drafting, and execution of this Agreement and any of the transactions contemplated hereby. Section 16. - Other Documents. The parties agree that they shall execute, acknowledge, and deliver all such further documents as may be reasonably required to carry out and consummate the transactions contemplated by this Agreement. Section 17. - Default. In the event that a party to this Agreement incurs attorneys' fees and/or costs in pursuing or defending an alleged breach of this Agreement, the non-prevailing party, in addition to any other remedy, shall be responsible for the reasonable attorneys' fees and Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 12 costs incurred by the prevailing party. The parties retain all rights at law and in equity to enforce the provisions of this Agreement in accordance with applicable law. Section 18. - Entire Agreement. This Agreement and the schedules hereto contain the entire agreement and understanding of the parties to this Agreement with respect to the transactions contemplated hereby; and this Agreement and the schedules hereto supersede all prior understandings and agreements of the parties with respect to the subject matter hereof. Section 19. - Headings. The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Section 20. - Notices. Any notice required or contemplated to be given to any of the parties by any other party shall be in writing and shall be given by hand delivery, certified or registered United States mail, or a private courier service which provides evidence of receipt as part of its service, as follows: If to the County: Attn.: Matthew D. Rowe Director of Economic Development 1 Center Street P.O. Box 426 Chatham, VA 24531 With a copy to: County Attorney’s Office 1 Center Street P.O. Box 426 Chatham, VA 24531 If to PCIDA: Attn.: Matthew D. Rowe Director of Economic Development 1 Center Street P.O. Box 426 Chatham, VA 24531 With a copy to: County Attorney’s Office 1 Center Street P.O. Box 426 Chatham, VA 24531 If to the Company: Green Recycle USA LLC Attn.: ______________ 200 Learner Lane Blairs, VA 24527 With a copy to: _______________ _______________ _______________ _______________ Any party may change the address to which notices hereunder are to be sent to it by giving written notice of such change in the manner provided herein. A notice given hereunder shall be deemed given on the date of hand delivery, deposit with the United States Postal Service properly addressed Pramod Raghav, CEO Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 13 and postage prepaid, or delivery to a courier service properly addressed with all charges prepaid, as appropriate. Copies as set forth in this Section 20 are provided as a courtesy and shall not be required to effectuate notice as provided herein. Section 21. - Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. The parties hereby submit to the exclusive jurisdiction of the state court located in Pittsylvania County, Virginia, or the U.S. District Court for the Western District of Virginia (Danville Division), in any action or proceeding arising out of, or related to this Agreement, and the parties hereby agree that all claims in respect of any action or proceeding shall be heard or determined only in either of these courts. The parties agree that a final judgment in any action or proceeding shall, to the extent permitted by applicable law, be conclusive and may be enforced in other jurisdictions by suit on the judgment, or in any other manner provided by applicable law related to the enforcement of judgments. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumptions or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement. Section 22. - Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, and legal representatives. Section 23. - Amendment, Modification and/or Supplement. The parties may amend, modify, and/or supplement this Agreement in such manner as may be agreed upon by the parties, provided such amendments, modifications, and/or supplement are reduced to writing and signed by the parties or their successors in interest. Section 24. - Gender and Number. Throughout this Agreement, wherever the context requires or permits, the neuter gender shall be deemed to include the masculine and feminine, and the singular number to include the plural, and vice versa. Section 25. - Counterparts. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. Section 26. - Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Section 27. - Survival. Any termination, cancellation or expiration of this Agreement notwithstanding, provisions which are by their terms intended to survive and continue shall so survive and continue. Section 28. - No Third-Party Beneficiaries. Nothing in this Agreement is intended, nor will be deemed, to confer any rights or remedies upon any person or legal entity not a party to this Agreement. Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 14 WITNESS our signature and seal to this LOCAL PERFORMANCE AGREEMENT as of the date first above written: INDUSTRIAL DEVELOPMENT AUTHORITY OF PITTSYLVANIA COUNTY, VIRGINIA, a political subdivision of the Commonwealth of Virginia By: _______________________________ Joey Faucette, Chairman (SEAL) ATTEST: ______________________________ Matthew D. Rowe Secretary Industrial Development Authority of Pittsylvania County COMMONWEALTH OF VIRGINIA, AT LARGE CITY/COUNTY OF _______________________, to-wit: The foregoing instrument was acknowledged before me this _____ day of _______________ 2025, by JOEY FAUCETTE, in his capacity as Chairman of PITTSYLVANIA COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, a political subdivision of the Commonwealth of Virginia, on behalf of such entity. My commission expires: ________________________________. ________________________________________ Notary Public Registration No. ____________________ List of Schedules 1(e) - Summary of Incentives Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 15 WITNESS our signature and seal to this LOCAL PERFORMANCE AGREEMENT as of the date first above written: COUNTY OF PITTSYLVANIA, VIRGINIA, a political subdivision of the Commonwealth of Virginia By: _______________________________ Robert M. Tucker, Jr., Chairman Board of Supervisors (SEAL) ATTEST: ______________________________ Kaylyn McCluster Clerk Board of Supervisors of Pittsylvania County COMMONWEALTH OF VIRGINIA, AT LARGE COUNTY OF PITTSYLVANIA, to-wit: The foregoing instrument was acknowledged before me this _____ day of _______________ 2025, by ROBERT M. TUCKER, JR., in his capacity as Chairman of the Board of Supervisors of COUNTY OF PITTSYLVANIA, VIRGINIA, a political subdivision of the Commonwealth of Virginia, on behalf of such entity. My commission expires: ________________________________. ________________________________________ Notary Public Registration No. ____________________ List of Schedules 1(e) - Summary of Incentives Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 16 WITNESS our signature and seal to this LOCAL PERFORMANCE AGREEMENT as of the date first above written: GREEN RECYCLE USA LLC, a Virginia limited liability company By: _________________________________ Name: _________________________________ Title: _________________________________ (SEAL) STATE OF ______________________________________________ CITY/COUNTY OF _______________________, to-wit: The foregoing instrument was acknowledged before me this _____ day of _______________ 2025, by ____________________, in his capacity as __________________ of GREEN RECYCLE USA LLC, a Virginia limited liability company, on behalf of such entity. My commission expires: ________________________________. ________________________________________ Notary Public Registration No. ____________________ List of Schedules 1(e) - Summary of Incentives Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7 Pramod Raghav CEO 17 Schedule 1(e) (Summary of Incentives) Local Incentives* Estimated Value or Max. Value Long-Term/High Impact 50% Real Estate Tax Rebate, for Year 1 through Year 5 (§5(a)) $28,000.00 Long-Term/High Impact 50% Machinery and Tools Tax Rebate, for Year 1 through Year 5 (§5(b)) $37,125.00 Waiver of Building Zoning and Land Disturbance Permit Fees, and Water and Sewer Fees (§5(c)) $50,000.00 Tobacco Region Opportunity Fund Grant (§5(d)) $26,500.00 Pittsylvania County Enterprise Zone Jobs Grant (§5(e)) $21,000.00 TOTAL LOCAL INCENTIVES $162,625.00 *Any and all local incentive disbursements shall be made after the Performance Date. State Incentives Estimated Value or Max. Value Commonwealth Opportunity Fund Grant (§5(f)(i)) $150,000.00 Virginia Enterprise Zone Job Creation Grant (§5(f)(ii)) $80,800.00 Virginia Enterprise Zone Real Property Investment Grant (§5(f)(iii)) $100,000.00 Manufacturing Sales & Use Tax Exemption (§5(f)(iv)) $220,500.00 Virginia Job Investment Program (Reimbursement Grant) (§5(f)(v)) $23,800.00 TOTAL STATE INCENTIVES $575,100.00 TOTAL INCENTIVES $737,725.00 Docusign Envelope ID: 1EEB5AF8-8C1C-4DE9-9AF1-5AF32B3855C7