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Agenda 05-04-2021 Budget Work Sessin--do" northUNN c-01 ina ��er or Gunn Call to Order Invocation Pledge of Allegiance 1) Adjustment and Approval of the May 4, 2021 meeting agenda Dunn City Council Special Meeting Tuesday, May 4, 2021 1:00 p.m., Dunn Municipal Building ITEMS FOR DISCUSSION AND/OR DECISION 2) Status Update and Discussion of the 195/140 Crossroads of America Economic Planning Alliance 3) Discussion concerning Solid Waste Collection Methods 4) Discussion — Proposed Budget FY 2021-2022 5) Announcements/Information 6) Closed Session in accordance with [N.C.G.S. 143-318.11(a)(5)] ADJOURNMENT "This institution is an equal opportunity provider and employer" north Carolina AMMEEMEMSEEMM IW'DUNN city of dunn y POST OFFICE BOX 1065 - DUNN, NORTH CAROLINA 28335 (910) 230-3500 ^ FAX (910) 230-3590 www.dttnn-nc.org PUBLIC NOTICE related to Special Council Meeting Mayor William P. Elmore Jr. Mayor Pro Trot Chuck Turnage Council Members J. Wesley Sills April Gaulden Frank McLean Billy Tart Dr. David L. Bradham City Manager Steven Neuschafer The public is hereby notified that the City Council of the City of Dunn will hold a Special Meeting on Tuesday, May 4, 2021 at 1:00 p.m. in the Council Chambers of the Dunn Municipal Building, 401 E. Broad Street, Dunn, NC. Some members of the Council may participate electronically. The Purpose of the Meeting: Work Session to address the following: • Status Update and Discussion of the I95/140 Crossroads of America Economic Planning Alliance Discussion concerning Solid Waste Collection Methods Fiscal Year Budget 2021-2022 Closed Session in accordance with [N.C.G.S.143-318.11(a)(5)] SPECIAL NOTICE REGARDING MEETING ACCESS DUE TO STATE OF EMERGENCY In an effort to reduce the spread of Covid-19, in -person access to the Council meeting will continue to be limited to allowfor social distancing. Face Coverings are required by all in attendance. The Council Meeting will also be available for live public viewing on Facebook - The City of Dunn, NC page. Tammy Williams, CMC �-D City Clerk P401 E Broad StI '`� PO Box 1065, Dunn NC 28335 910-230-3501 twilliams@dunn-nc.org able Foy C�Vr uQ_ . m re Wm7)Z1171 macfers of the May 4, 2021Meeting Agenda Recommendation: Motion to adopt the April 13, 2021 meeting agenda as presented DUNN �)WWO-24- J ^ Meeting11.r City Council Agenda Form 1111[r SUBJECT TITLE: Status Update and Discussion of the 1951140 Crossroads of America Economic Planning Alliance Presenter: City Manager Neuschafer and Admin Attachment: X Yes No Public Hearino Advertisement Date: PURPOSE: To update Council on the progress to -date, BACKGROUND: Draft MOU, Draft Bylaws, Articles , and Map The 1-95/1-40 Crossroads of America Economic Development Alliance, Inc. is a non-profit corporation organized in conjunction with the Town of Benson and the Town of Four Oaks. The purpose of the Alliance is to recruit new industries, incentivize the expansion of existing industries, and promote economic development opportunities to increase the tax base and create jobs for the residents within and surrounding the City of Dunn, Town of Benson, and Town of Four Oaks, North Carolina. BUDGET IMPACT: $55,000 has been put in the Proposed Budget for Membership and Expenses, RECOMMENDATION/ACTION REQUESTED: No Action — Public Hearing and Approval at the May 11, 2021 Council Meeting. MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into this day of 2021, by and between the City of Dunn, North Carolina, a municipal corporation ("Dunn"), the Town of Benson, North Carolina, a municipal corporation ("Benson") and the Town of Four Oaks, North Carolina, a municipal corporation ("Four Oaks"). Each of Benson, Dunn and Four Oaks may be referred to as a "Party" or collectively as the "Parties. WITNESSETH: WHEREAS, the City of Dunn is located in Harnett County, North Carolina and the Town of Benson and Town of Four Oaks are each located in Johnston County, North Carolina and all of them are located on Interstate 95 ("1-95") and are either on or in close proximity to Interstate 40 ("I-40"); and WHEREAS, each of Benson, Dunn and Four Oaks recognize the value and importance of economic development through the recruitment of new industries and encouraging the expansion existing industries to provide jobs for their residents and to add to the tax base of their municipalities to enable them to provide services to their citizens; and WHEREAS, Benson, Dunn and Four Oaks have identified a corridor located on I-95 and I-40 extending from south of the City of Dunn to north of the Town of Four Oaks, as more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Alliance Corridor") in which the recruitment and location of industry will be mutually beneficial to each of Benson, Dunn and Four Oaks and their citizens; and WHEREAS, Dunn, Benson and Four Oaks have determined that each of their economic development recruitment and activities will be enhanced and strengthened by forming a 501(c)(3) non-profit North Carolina corporation for purposes of recruiting industries and promoting economic development within the Alliance Corridor to be named the 1-95/I-40 Crossroad of America Economic Development Alliance, Inc. (the "Alliance"), on the terms set forth in this MOU; and WHEREAS, Benson, Dunn and Four Oaks desire to provide funding and resources to support the mission and operations of the Alliance and to provide contributions to each of the municipalities for property tax revenues resulting from the industrial recruitment by the Alliance for industries that locate within the municipal districts of any of Benson, Dunn or Four Oaks as hereinafter set forth; and WHEREAS, Benson, Dunn and Four Oaks desire to enter into this MOU to express their understandings with respect to the foregoing; NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties have the following understandings: 1. Preambles. The preambles to this MOU are incorporated herein by reference. 2. Formation of the Alliance. Benson, Dunn and Four Oaks approve of the formation of the Alliance, as hereinafter set forth. A. Articles of Incorporation. P. Tilghman Pope is authorized and directed to execute as Incorporator the Articles of Incorporation in the form of Exhibit B, attached hereto and incorporated herein by reference (the "Articles") and file the same with the North Carolina Secretary of State. B. Board of Directors. (i) Voting Members. The initial members of Board of Directors of the Alliance ("Board") shall consist of nine (9) voting members. Each of Benson, Dunn and Four Oaks shall select three (3) members for the Board. One Board member to be selected by each of Benson, Dunn and Four Oaks shall be a member of the town or city council as applicable and the remaining two (2) members to be selected shall be private citizens. The Board members to be designated by each of Benson, Dunn and Four Oaks shall be designated within forty-five (45) days of the approval and execution of this MOU by all parties. The members of the Board that are private citizens shall be selected by each of Benson, Dunn and Four Oaks from applications received by each town or city council as applicable. (ii) Ex-Officio Members. The mayor of each of Benson, Dunn and Four Oaks shall be designed as ex-officio, non -voting members of the Board. The current mayors of Benson, Dunn and Four Oaks, being Jerry M. Medlin, William P. Elmore, Jr. and Linwood Parker, shall serve as ex-offrcio non -voting members for three (3) years following the formation of the Alliance, even if they are no longer serving as mayor of their respective towns or city during this time period to promote continuity of the Alliance. The town or city manager for each of Benson, Dunn and Four Oaks shall serve as ex-officio, non -voting members of the Board. Upon formation and organization, the Board may elect to have other ex-officio, non -voting members as determined by the Board. C. By -Laws. The initial Board shall be presented with proposed by-laws in the form of Exhibit C attached hereto and incorporated herein by reference for their consideration. However, Benson, Dunn and Four Oaks understand and acknowledge that the Alliance is a private non-profit corporation and the Board may amend or alter the proposed by-laws in their discretion. D. Members. The Alliance will not have members. E. 501(c)(3) Application. Once the Articles have been filed with the North Carolina Secretary of State and the Board had adopted by-laws, elected officers and taken such other actions as are necessary to perfect the incorporation of the Alliance, Four Oaks shall be responsible for submitting a Form 1023 or other necessary application or documentation to the United State Internal Revenue Service and processing the same to have the Alliance approved as a 501(c)(3) non-profit corporation pursuant to the Internal Revenue Code. 3. Contributions to the Alliance. Benson, Dunn and Four Oaks recognize that initial funding for the operations of the Alliance will be required from each of them. The parties expect the Alliance to seek funding from other sources, including, but not limited to the State of North Carolina, Harnett and Johnston Counties and private businesses and industries. The parties further expect the Alliance shall eventually become self-sustaining as a result of contributions to be made by each of them from property tax revenues that result from the economic recruitment efforts of the Alliance, as hereinafter set forth. The parties believe that it is in their best interests to provide funding for the Alliance until it is self-sustaining from other revenue source. Within forty-five (45) days after perfecting the incorporation of the Alliance and submitting the 501(e)(3) Application as set forth above, each of Benson, Dunn and Four Oaks agree to contribute to the Alliance fifty thousand dollars ($50,000.00) (the "Initial Contribution"). The Alliance shall use the Initial Contribution as determined by the Board, to include, but not be limited to hiring an executive director and expenses associated therewith. Benson, Dunn and Four Oaks agree to make annual future contributions of fifty thousand dollars ($50,000.00) per fiscal year for a period of two (2) years following the Initial Contribution. 4. Facilities for Alliance. Benson agrees that it shall provide office and conference room facilities for the operations of the Alliance immediately after formation for Board meetings and for staff hired by the Alliance. These facilities shall contain approximately seven hundred (700) square feet and shall be located at the Benson Town Hall facilities located at 303 E. Church Street, Benson, North Carolina 27504 and are more particularly shown on Exhibit D, attached hereto and incorporated herein by reference (the "Facilities"). Included in the Facilities are the following utilities: water, electricity, internet and telephone. The Alliance shall be responsible for any other utilities as approved by the Board. Benson shall not charge rent or any other fee to the Alliance for the use of the Facilities or included utilities during the first twelve (12) months of the Alliance's operations. After the first twelve (12) months of operations the Alliance and Benson may agree to mutually acceptable terms for the continued use of the Facilities. If mutually agreed by the Alliance and Benson, the Alliance may relocate to other facilities provided by Benson. The Alliance shall have sole discretion to relocate, at any time, to other facilities not owned by Benson, as determined by the Board. 5. Alliance Corridor and Industrial Recruitment. A. The purpose for the Alliance shall be for the recruitment of manufacturing, industrial, retail and other business to locate in the Alliance Corridor or for businesses already located within the Alliance Corridor to expand their operations to create jobs and tax base for Benson, Dunn, Four Oaks, Harriett and Johnston Counties. Benson, Dunn and Four Oaks acknowledge that substantial portions of the Alliance Corridor are not located in any of their municipal districts, however, each of them agree that the location or expansion of businesses anywhere in the Alliance Corridor is beneficial to their citizens. B. The Alliance shall be eligible to assist in the recruitment of all types of businesses. However, for purposes of sharing of property tax revenues by Benson, Dunn and Four Oaks, as hereinafter set forth, the types of business shall be limited to manufacturing, distribution, call centers and similar type businesses. This shall not include retail or office facilities that are not directly related to associated manufacturing, distribution facilities, call center and similar type businesses. If a recruited business has a blend of retail with manufacturing or distribution (for example the Rooms to Go located in the City of Dunn), then it shall be considered as a distribution center. The types of recruited businesses that are eligible for sharing of property taxes revenues shall be referred to as an "Eligible Target." C. In the event the Alliance is Directly Involved in the recruitment of an Eligible Target resulting in the Eligible Target purchasing or leasing real property located in the Alliance Corridor, it shall be referred to as a "New Industry." "Directly Involved" shall mean the Alliance had substantial direct contact with the Eligible Target prior to their decision to locate in the Alliance Corridor, whether in person, by phone, email or other electronic methods. General marketing campaigns or marketing campaigns that are directed toward specific industries, but not to a specific company shall not be considered as Directly Involved. 6. Property Taxes Associated with New Industry. A. "Property Taxes" for purposes of this MOU shall mean all ad valorem or property taxes, whether for real or personal property, received by any of Benson, Dunn or Four Oaks as a result of a New Industry. In determining Property Taxes Benson, Dunn and Four Oaks shall take in consideration any incentives provided to the New Industry that involve a rebate of property taxes. For purposes of illustration only, if a New Industy locates within the municipal limits of Benson that generates annual property taxes for both real and personal property in the amount of $100,000.00, but Benson agreed, as an incentive to the New Industry to rebate eighty percent (80%) of property taxes per year, for a period of five (5) years, then the calculated Property Taxes for purposes of this MOU would be $20,000.00 for each of the first five (5) years after the New Industy became subject to property taxes. B. Contribution to the Alliance. For each New Industry, Benson, Dunn and Four Oaks agree, to contribute twenty percent (20%) of the Property Taxes received by any of them to the Alliance for so long as the Alliance is in existence and has not been dissolved.. This contribution shall be in addition to and not in substitution of the contributions required by Section 3. C. Contribution to Other Parties. For each New Industry, Benson, Dunn and Four Oaks agree, to contribute twenty percent (20%) of the Property Taxes received by any of them to each other Party for so long as the Alliance is in existence and has not been dissolved. D. Illustration. For purposes of illustration only, if a New Industry locates in Benson, resulting in Property Taxes of $100,000.00 per fiscal year, then Benson shall contribute $20,000.00 per fiscal year to each of the Alliance, Dunn and Four Oaks for the number of fiscal years set forth in paragraphs B. and C. above. 7. Dissolution of Alliance. If the Board of Directors of the Alliance votes to dissolve, after paying all remaining outstanding liabilities of the Alliance, any remaining funds, if any, shall be distributed equally to Benson, Dunn and Four Oaks. This agreed distribution shall be included in the Articles. 8. Relationship of the Parties. Nothing contained in the MOU shall be deemed to create a partnership, joint venture or any other legal relationship between the Parties. The purpose of the MOU is to express the understandings of the Parties regarding the formation and creation of the Alliance, the Alliance Corridor, funding and support of the Alliance and the commitment of the Parties regarding Property Taxes. 9. Industrial Recruitment by the Parties. The Parties recognize the value and benefit of economic development and industrial recruitment through the Alliance and other county, regional and state economic development governmental agencies and private organizations. It is for this purpose the Parties enter this MOU. All parties agree to refer Eligible Targets to the Alliance for the Alliance's assistance in recruiting the Eligible Target. Notwithstanding the foregoing, nothing contained in this MOU shall prohibit any Party from marketing their municipality for economic development or engaging in recruitment of businesses and industries to locate in their municipality. The patties further acknowledge that the Alliance may be Directly Involved in recruiting business and industry that elect to locate in areas outside of the Alliance Corridor, whether within or outside of the municipal boundaries of any Party. 10. Preparation of MOU and Formation of Alliance. A. The Parties agree that P. Tilghman Pope and Pope Law Group, P.A. (collectively "Pope Law") will prepare the MOU to set forth the understandings of the Patties and to perform the necessary legal work to incorporate the Alliance and related legal work to include the preparation of bylaws and organizational minutes. The Parties agree that Pope Law will invoice and be paid by the Alliance for these services. B. The Parties acknowledge that Pope Law is legal counsel for Dunn and the performance of the legal services as set forth above is or could be a conflict of interest under the North Carolina Rules of Professional Conduct, including, but not limited to Rule 1.7. The Parties, by their approval of this MOU and execution by their duly arrthorized representative, waive any and all current or future conflicts of interest, if any, related to the services already provided or to be provided by Pope Law as set forth above. C. Benson and Four Oaks acknowledge that they have been represented by independent legal counsel in connection with the agreements and understandings set forth in this MOU, separate from Pope Law. Benson and Four Oaks acknowledge that they have had the opportunity to and have consulted with and obtained the advice of their own separate legal counsel and any other advisors they have deemed advisable in connection with all matters set forth in this MOU. D. Nothing contained in this MOU shall prevent or prohibit Pope Law from providing, now, or in the future, legal representation to Dunn, whether or not such representation relates to any matter set forth in this MOU and all Parties hereby consent to any current or future representation and waive any present for future conflicts of interest, if any, associated with or related to such representation. 11. Entire Agreement. This MOU constitutes the entire agreements and understandings among the Parties with respect to the matters contemplated by this Agreement and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the matters contemplated by this Agreement. 12. Counterparts. This MOU may be executed in one or more counterparts (including by means of facsimile or other electronic transmission), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A signed copy of this MOU delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 13. Headings. The section headings contained in this MOU are inserted for convenience only and shall not affect in any way the meaning or interpretation of this MOU. 14. Governing Law. This MOU shall be governed by and construed in accordance with the laws of the State of North Carolina. 15. Amendments and Waivers. No amendment of any provision of this MOU shall be valid unless the same shall be in writing and signed by the Mayors of all the Parties after approval by the City or Town Council of each Party. No waiver by any Party of any provision of this MOU shall be valid unless the same shall be in writing and signed by the Party making such waiver. 16. Severability. Any term or provision of this MOU that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 17. Construction. The Parties have participated jointly in the negotiation and drafting of this MOU. In the event an ambiguity or question of intent or interpretation arises, this MOU shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this MOU. 18. Incorporation of Exhibits. The Exhibits identified in this MOU are incorporated herein by reference and made a part hereof. Remainder of Page Left Blank Intentionally Signature Pages to Follow IN WITNESS WHEREOF, this MOU has been approved by the Town Council for the Town of Benson as of and is executed by its Mayor and Town Clerk with authority duly given and as an act of the Town of Benson. I: ATTEST: Town Clerk TOWN OF BENSON Jerry M. Medlin Mayor IN WITNESS WHEREOF, this MOU has been approved by the City Council for the City of Dunn as of and is executed by its Mayor and City Cleric with authority duly given and as an act of the City of Dunn. By: ATTEST: Tammy Williams City Clerk CITY OF DUNN William P. Elmore, Jr. Mayor IN WITNESS WHEREOF, this MOU has been approved by the Town Council for the Town of Four Oaks as of and is executed by its Mayor and Town Clerk with authority duly given and as an act of the Town of Four Oaks. In ATTEST: Martha Garris Town Clerk TOWN OF FOUR OAKS Linwood Parker Mayor Exhibit A SEE ATTACHED ALLIANCE CORRIDOR (D E 4- 0 E 0 0. 1- 0 0-0) m > 0 L- oc CD E 0 r- 0 0 ui Exhibit B SEE ATTACHED ARTICLES OF INCORPORATION FOR I-95/I-40 CROSSROADS OF AMERICA ECONOMIC DEVELOPMENT ALLIANCE, INC. Department of the Secretary of State To all whom these presents shall come, Greetings: I, ELAE\ E F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF INCORPORATION M I-95/I-40 CROSSROADS OF AMERICA ECONOMIC DEVELOPMENT ALLIANCE, INC. the original of which was filed in this office on the 28th day of April, 2021. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 28th day of April, 2021. Scan to verify online. Certification# C202111803952-1 Reference# C202111803952-1 Page: I of 5 Verify this certificate online athttl)s://www.sosnc.gov/verification Secretary of State SOSID: 2180668 Date Filed: 4/28/20213:19:00 PM Elaine F. Marshall North Carolina Secretary of State C2021 118 03952 ARTICLES OF INCORPORATION OF I-95/I-40 CROSSROADS OF AMERICA ECONOMIC DEVELOPMENT ALLIANCE, INC. A NON-PROFIT CORPORATION Pursuant to North Carolina General Statute §55A-2-02, the undersigned corporation does hereby submit these Articles of Incorporation for the purpose of forming a non-profit corporation. ARTICLE I The name of the corporation is: I-95/I-40 Crossroads of America Economic Development Alliance, Inc. ARTICLE II The corporation is organized as a nonprofit corporation pursuant to Chapter 55A of the General Statutes of North Carolina and is intended to qualify for tax exempt status pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986 (herein the "Code") (or the corresponding provisions of any future United States Internal Revenue Code) and corresponding provisions of the revenue laws of the State of North Carolina and shall be operated exclusively for purposes and shall exercise those powers consistent therewith granted to nonprofit corporations by the laws of North Carolina that are not inconsistent with the requirement of Section 501(c)(3) of the Code, which shall include, but not be limited to, lessening the burdens of the Town and City governments along the North Carolina Interstate 95 Corridor ("Corridor"), specifically the Town of Four Oaks, The Town of Benson, and the City of Dunn, by (i) encouraging, enhancing, and fostering economic development in the Corridor region, (ii) assisting in the formulation, promotion, and support of programs designed to encourage, enhance and foster economic development within the Corridor region, and (iii) engaging in any and all lawful activities necessary or incident to the foregoing purposes including the following activities: (a) To ensure that all economic development programs are properly focused and directed; (b) To develop and implement both short and long — range economic development marketing plans and strategies for the region; (c) To secure adequate public and private sector funding for the economic development programs; Certification# C202111803952-1 Reference# C202111803952- Page: 2 of 5 (d) To be directly accountable to the governmental funding units for the expenditure of public appropriations; (e) To set and implement a program of action; (f) To establish annual operating budgets and oversee the collection and expenditure of all funds; (g) To organize committees and task forces to implement specific economic development marketing programs and activities or to oversee other organizational objectives; and (h) To undertake any and all lawful activities necessary or incident to the foregoing purposes, and to exercise any other powers granted nonprofit corporations under the laws of the State of North Carolina. ARTICLE III No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in the opposition to any candidate for public office. ARTICLE IV The corporation shall have all the powers granted nonprofit corporations under the laws of the State of North Carolina. Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not cant' on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law). ARTICLE V The street address and county of the initial registered office of the corporation is: 303 E. Church Street, Benson, Johnston County, North Carolina 27504, Certification# C202111803952-1 Reference# C202111803952- Page: 3 of 5 ARTICLE VI The mailing address of the initial registered office is: 303 E. Church Street, Benson, Johnston County, North Carolina 27504. ARTICLE VII The name of the initial registered agent is Mayor Jerry M. Medlin, ARTICLE VIII The name and address of the incorporator is as follows: P. Tilghman Pope 403 West Broad Street Dunn, North Carolina 28334 ARTICLE IX The location of the principal office of the corporation is 303 E. Church Street, Benson, Johnston County, North Carolina 27504. The mailing address of the principal office of the corporation is 303 E. Church Street, Benson, North Carolina 27504. ARTICLE X The corporation shall not have members and shall not have any capital stock. ARTICLE XI Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation, in such manner, or to such organizations organized and operated exclusively for charitable, educational, scientific or literary purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine, or to federal, state or local governments to be used exclusively for public purposes. All remaining funds of the corporation, after the payment of all outstanding liabilities shall be distributed equally to the Town of Benson, Town of Four Oaks and City of Dunn in the event of dissolution. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, such as the court shall determine, which are organized and operated exclusively for such purposes, or to such governments for such purposes. Certification# C202111803952-1 Reference# C202111803952- Page: 4 of 5 ARTICLE XII To the fullest extent permitted by the North Carolina Nonprofit Corporation Act, as it exists or may hereafter be amended, no person who is serving or who has served as a director of the corporation shall be personally liable for monetary damages for breach of any duty as a director. No amendment or repeal of this article nor the adoption of any other amendment to these Articles of Incorporation inconsistent with this article, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal or adoption. ARTICLE XIII The Board of Directors shall be chosen in the manner provided in the Bylaws. ARTICLE XIV The period of duration of the corporation is perpetual. ARTICLE XV The Articles of Incorporation shall be effective immediately upon filing with the North Carolina Secretary of State. This the 28'" day of April 2021. P. Tilghman P e, Inc rporato Certification# C202111803952-1 Reference# C202111803952- Page: 5 of 5 Exhibit C SEE ATTACHED PROPOSED BYLAWS FOR I-95/I-40 CROSSROADS OF AMERICA ECONOMIC DEVELOPMENT ALLIANCE, INC. BY-LAWS OF THE I-95/I-40 Crossroads of America Economic Development Alliance, Inc. ARTICLE I Name The name of this organization shall be I-95/I-40 Crossroads of America Economic Development Alliance, Inc. ("Corporation") ARTICLE II Offices The principal office of the Corporation shall be located in Johnston County, and may establish other office(s) within Harnett County as the Board of Directors may designate, or as the business of the Corporation may require from time to time. The registered office of the Corporation shall be maintained in the State of North Carolina according to provisions under Article 5, of NC General Statute 55A-5-01, Registered Office and Registered Agent, and shall be identical with the principal office of the Corporation. The address may be changed from time to time by the Corporation as deemed necessary to operate effectively. ARTICLE III Organization The Corporation is a non — profit corporation established and operated in accordance with the provisions of 26 U.S.C. ("Internal Revenue Code") and Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future Internal Revenue code provision) and the regulations thereunder, and NC General Statutes, Chapter 55A, North Carolina Nonprofit Corporation Act. ARTICLE IV Purposes The purposes for which the Corporation is established and shall operate are as follows. The Corporation is organized and operated exclusively for the purpose of lessening the burdens of the Town and City governments along the North Carolina Interstate 95 Corridor ("Corridor"), specifically the Town of Four Oaks, The Town of Benson, and the City of Duren, by (i) encouraging, enhancing, and fostering economic development in the Corridor region, (ii) assisting in the formulation, promotion, and support of programs designed to encourage, enhance and foster economic development within the Corridor region, and (iii) engaging in any and all lawful activities necessary or incident to the foregoing purposes including the following activities: (a) To ensure that all economic development programs are properly focused and directed; (b) To develop and implement both short and long — range economic development marketing plans and strategies for the region; (c) To secure adequate public and private sector funding for the economic development programs; (d) To be directly accountable to the governmental funding units for the expenditure of public appropriations; (e) To set and implement a program of action; (f) To establish annual operating budgets and oversee the collection and expenditure of all funds; (g) To organize committees and task forces to implement specific economic development marketing programs and activities or to oversee other organizational objectives; and (h) To undertake any and all lawful activities necessary or incident to the foregoing purposes, except as limited in the Corporation's Articles of Incorporation. 2. The Corporation is organized and shall operate exclusively for the aforesaid purposes, provided, however, that an activity shall not be engaged in if such activity would jeopardize the federal income tax exemption under Section 501(c)(3) of the Internal Revenue Code. ARTICLE V Finances The Corporation shall raise funds by collection and receipt of gifts of money, property, grants, contributions, donations, bequests, receipts, and fees for services; provided, however, all such funds must be accepted by the Board of Directors or officers of the Corporation. All funds collected and received by the Corporation, together with the income therefrom, shall be held, retained, managed and conserved in funds and administered, used and applied by the Corporation in the sole discretion of the Board of Directors in accordance with the purposes described in Article IV and Article VI of these By -Laws and the Corporation's Articles of Incorporation. The Board of Directors may accept revenues and properties which are qualified, limited or restricted in their use; provided, however, such qualifications, conditions, limitations and/or restrictions shall not conflict with the purposes of the Corporation set forth in Article IV of these By -Laws and the Corporation's Articles of Incorporation. Unless otherwise specifically required, such restricted revenues and/or property may be mingled with other funds of the Corporation. 2 ARTICLE VI Application and Use of Funds Revenues received by the Corporation shall be held in an account or accounts in the name of the Corporation in such location(s) as may be designated by the Board of Directors. The Corporation shall hold, manage, invest, and reinvest its fiords in accordance with the investment policies of the Corporation and shall collect and receive the income therefrom. After deducting all necessary expenses incident to the operation and administration of the Corporation, such funds shall be utilized in accordance with the purposes set forth in these By -Laws and the Corporation's Articles of Incorporation. The Board of Directors may establish a committee within itself for the purpose of supervising and managing investments. All such revenues received and held by the Corporation shall be distributed to such persons and in such amounts as the Board of Directors shall deem appropriate, in keeping with the purposes of the Corporation. The Corporation shall be the sole entity or person responsible for the application and use of its assets, including payment of its expenses in accordance with such operating guidelines as may be established by the Board of Directors; and it shall operate as an independent and autonomous entity for the purposes of meeting its financial obligations. ARTICLE VII Members The Corporation shall have no members. ARTICLE VIII Board of Directors Section 1. General Powers. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. Section 2. Number, Tenure, and Qualifications. The initial Directors named in the Articles of Incorporation are authorized to appoint additional Directors consistent with the provisions of Article VIII, Section 2. Each Director shall hold office until his/her successor shall have been elected and qualified or until his/her earlier resignation, removal from office, death or incapacity. The Corporation shall be managed by a Board of Directors of not less than nine (9) persons consisting of three (3) members selected by each of the Town of Benson, City of Dunn and Town of Four Oaks, comprised of one (1) "public sector" Director, who shall be a member of the Town or City Council as applicable, and two (2) "private sector" Directors, who shall be private citizens, to include the President of the Corporation. The foregoing Directors shall be voting Directors as set forth below: 3 (a) Initial Directors and Qualifications: (b) Terms: (i) four (3) year term: The following members of the initial Board of Directors shall have an initial and .. The following members of the initial Board of Director shall have an initial two (2) year term: , and . The following members of the initial Board of Directors shall have an initial one (1) year term: and (ii). Except for the initial terms as set forth above, each director shall be elected for a term of two (2) years, with three (3) directors being elected every year (beginning in 2021). Directors shall be elected in the month of April. (c) Qualifications: Members of the Board of Directors should be persons of good character willing to devote the necessary amount of time to the duties of a director to carry out the purposes of the Corporation. Section 3. Elections. Elections shall be held during the regular meeting of the Board of Directors for April of each year for any Director position whose term is expiring. If a Director is from the "public sector" the applicable Town or City Council shall select the Director for such position at their regular March meeting, with the term beginning at the expiration of the current "public sector" Director's term. If the term of a "private sector" Director is expiring, Nominations shall be received during the April meeting of the Board of Directors and thereafter the Board of Directors shall vote and the candidate with the most votes for each open position shall be elected. All voting members of the Board of Directors shall be eligible to vote in such elections. Section 4. Regular Meetings. The Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of regular meetings. Section 5. Special Meetings. Special meetings of the Board of Directors may be held at any time and place upon the call of the Chairman of the Board of Directors ("Chair") or of any three (3) Directors. Section 6. Notice. Notice of that time, date and place of any special meeting shall be given at least two (2) days previously thereto. Such notice shall be given in writing unless oral notice is reasonable under the circumstances. Notice may be communicated in person, by telephone, or other form(s) of wire or wireless communication or by mail or private carrier or any other lawful means. A Director's attendance at or participation in a meeting shall constitute a waiver of notice of such meeting, unless the Director at the beginning of the meeting (or promptly upon his/her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning. 0 Section 7. Quor . Majority of the number of the voting members of the Board of Directors fixed as provided in Section 2 of this Article VIII shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Board of Directors present may adjourn the meeting from time to time without further notice. Section 8. Manner of Acting. The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided in these By -Laws. Section 9. Vacancies. Except as otherwise required by law, or the Corporation's Articles of Incorporation, any vacancy occurring on the Board of Directors may be filled by the respective member who appointed the position initially, if applicable and if not, the vacancy shall be filled by a vote of the Board of Directors.. A Director elected to fill a vacancy shall hold office until a successor shall be elected and qualified. Section 10. Informal Action by Directors. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is assented to by all members of the Board of Directors. Section 11. Order of Business. For each meeting of the Board of Directors, the Chair shall set the agenda, which may include the following items, as appropriate, as well as others as the Chair deems appropriate: 1. Reading and approval of any unapproved minutes 2. Reports of officers (committee reports) 3. Financial Report 4. Marketing activity report 5. Unfinished business 6. New business 7. Executive session 8. Adjournment Section 12. Committees. The Chair and Vice Chair then in office may create one or more committees of the Board of Directors and appoint members of the Board of Directors to serve on them. Each committee must have three (3) or more members. Between meetings of the Board of Directors and subject to such limitations as may be required by law, the Corporation's Articles of Incorporation, these By -Laws or imposed by resolution of the Board of Directors, such committees may exercise such authority of the Board of Directors in the management of the Corporation as may be delegated to such committee by the Board of Directors or these By -Laws. Meetings of the committees may be held at any time on call of the Chair or of any member of the committee. A majority of the members of any committee shall constitute a quorum for all meetings. Committees shall keep minutes of their proceedings and submit them to the next meeting of the Board of Directors for approval. Section 13. Ex-Officio Directors. In addition to the Directors serving under the provisions of Article VIl, Section 2, Paragraphs (a) there shall be ex-officio members of the Board. Such ex- officio members shall be the Mayor of each of the Town of Benson, Town of Four Oaks and City of Dunn, the Town Manager from each of the Town of Benson and Town of Four Oaks and the City Manager from the City of Dunn. . Such ex-officio members shall serve as long as they hold the positions of Mayor or Town Manager or City Manager as applicable. Current Mayors Jerry M. Medlin, William P. Elmore, Jr. and Linwood Parker from each of the Town of Benson, City of Dunn and Town of Four Oaks shall serve as ex-officio members for a period of three (3) years, even if they are no longer serving as Mayor of their respective Town or City to promote continuity of the Corporation. Ex-officio members of the Board shall have all rights and privileges of a Director of the Corporation, save the right to vote on questions. There shall be as many ex-officio members as shall from time to time be determined by the Board. Section 14. Voting Rights, Attendance, Proxies. Consistent attendance at Board meetings is recognized as critical to the success of the Corporation and to the implementation of all policies and programs. To promote attendance, the following provisions are made: (a) The members of the Board holding public office may designate others from their respective town organization to attend Board meetings, either as representatives of their organization in the Board member's absence or as additional representatives for the put -pose of coordination and communication. However, such designees shall not have the authority to cast the vote of the Director in his/her absence. ARTICLE IX Officers and Staff Section 1. Designating Officers. The Officers of the Corporation shall be the Chair, the Vice Chair, Treasurer, and Secretary, all of whom, beginning in the term commencing on their election and shall serve for a two (2) year term and until such time as their successors are duly elected and qualified. The President shall also be an officer of the Corporation. Section 2. Duties of Officers. (a) Chair: The Chair shall serve as the Chair of the Board of Directors and shall preside at all meetings of the Board of Directors. The Chair shall determine committee chairs and assist in the selection of committee personnel. (b) Vice Chair: The Vice Chair shall exercise the powers and authority and perform the duties of the Chair in the absence or disability of the Chair. (c) The Treasurer is responsible for the monitoring of receipts and disbursements of all funds by the Corporation. The Treasurer shall cause quarterly reports to be submitted to the Board and cause an annual audit of finances to be conducted by a Certified Public Accountant as the Board of Directors may authorize. (d) Secretary: The Secretary shall be responsible to ensure accurate and timely recording of the minutes of each meeting of the Board of Directors. The Secretary is responsible to ensure minutes are prepared and presented to the Board for review and approval with modifications as may be necessary. Section 3. Officers: The officers of the Corporation shall be vested with authority to administer and implement duties, responsibilities and directives in conformity with their respective offices in furtherance of the purposes set forth in the By -Laws and the Corporation's Articles of Incorporation. The officers of the Corporation shall be assisted in the performance of their duties by the President. Any person selected by the Board of Directors may be removed by the Board of Directors, whenever in its judgement the best interests of the Corporation would best be served thereby, the Board making recommendation to the appointing Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4. Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors and the Executive Committee, shall in general supervise and control the day — to — day business and affairs of the Corporation. The President may sign any deeds, mortgages, bonds, contracts, or other instruments which the Executive Committee has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By -Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. ARTICLE X Contracts, Loans, Checks, and Deposits Section 1. Contracts. The Board of Directors may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instruments in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 2. Loans. Except for loans which are incurred in the ordinary course of business, no loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer and the Chair of the Corporation and in such manner as shall from time to time be determined by the Chair or by resolution of the Board of Directors. Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors, the Chair, or the President may select. ARTICLE XI Indemnification Section 1. Authority. The Corporation shall to the fullest extent permitted by the State of North Carolina Nonprofit Corporation Act of 1993 indemnify the Directors and officers and all persons whom it may indemnify pursuant thereto so long as such persons have conducted themselves in good faith and reasonably believed their conduct not to be opposed to the Corporation's best interests. Section 2. Insurance. The Corporation shall purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who, while a Director, officer, employee or agent of the Corporation is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee, or agent or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against liability asserted against or incurred by him or her in that capacity or arising from his or her status as such, whether or not the Corporation would have the power to indemnify him or her against the same liability under § 55A-8-51, Authority to Indemnify, (a — i) of the North Carolina Nonprofit Corporation Act of 1993. ARTICLE XII Amendments These By -Laws may be amended or repealed and new By -Laws may be adopted by the vote of two-thirds (2/3)of all members of the Board of Directors. Any notice of a meeting of which these By -Laws are to be amended or repealed or new By -Laws adopted shall include notice of such proposed action. The Board of Directors may authorize, amend, or restate operating guidelines, plans, practices, and/or procedures from time to time in order to effectively implement the purposes of the Corporation. ARTICLE XIII Regulation The regulation of the business and conduct of the affairs of the Corporation shall conform to federal and state income tax laws and any other applicable federal and state law, and such regulation shall be determined by these By -Laws, as they may be amended from time to time. In W the interpretation of these By -Laws, wherever reference is made to the United States Code (U.S.C.), the Internal Revenue Code, The North Carolina Code, or any other statute, or to any section thereof, such reference shall be construed to mean such Code, statute or section thereof, and the regulations thereunder, as the case may be, as heretofore or hereafter amended or supplemented or as superseded by laws covering equivalent subject matter. ARTICLE XIV Seal The Corporation may have a corporate seal as determined by the Board of Directors, including inscription thereon of the name of the Corporation, the year of its incorporation, and the name of North Carolina pursuant to the laws of which the Corporation was organized. ARTICLE XV Tax Exempt Status Section 1. Prohibitions. No part of any earnings of the Corporation may accrue to the benefit of or be distributed to its members, directors, or other persons, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered to its employees, consultants, and contractors and to make payments for services and supplies in furtherance of its purposes. The Corporation may not engage in activities concerned with propaganda or other attempts to influence legislation, and may not participate or intervene in political campaigns or activities on behalf of any candidates for public office. Notwithstanding any other provisions of the By-laws, the Corporation may not carry on any other activities not permitted to be carried on by a corporation: (a) exempt from federal Income tax under Section 501(c)(3) of the Internal Revenue Law; (b) exempt from taxation under State law, or (c) contributions to which are deductible under Federal or State law. Section 2. Dissolution. The Corporation may be dissolved and its business and affairs terminated upon a vote of two-thirds majority of its members at a meeting of which published notice or written notice mailed to each member shall be given. Such notice shall state the purpose of the proposed meeting. A certificate stating such facts shall be filed with the Secretary of State. In the event of dissolution of the Corporation, the Board, after paying or making provisions for the payment of all liabilities, must dispose of all assets of the Corporation exclusively for the purpose of the Corporation, as set forth in Article IV, in such manner as the Board deems appropriate. This disposition may include disposition to any other organization(s) organized and operated exclusively for charitable purposes, which at the time is qualified as an exempt organization or organizations under Section 501(c)(3), and 170(c)(2) of the Internal Revenue Code or any similar provision of North Carolina law and any corresponding future United States Internal revenue Law or North Carolina law. All remaining funds of the Corporation, after the payment of all outstanding liabilities shall be distributed equally to the Town of Benson, Town of Four Oaks and City of Dunn in the event of a dissolution. Any assets not so disposed must be disposed by the appropriate court in the county in which the principal office of the Corporation is located, exclusively for the Purposes stated in Article IV. 9 ARTICLE XVI Fiscal Year The fiscal year of the Corporation shall end on June 30 of each calendar year unless otherwise determined by the Board of Directors. ARTICLE XVII Waiver of Notice Except as otherwise provided by law, whenever any notice is required to be given to any Member or Director of the Corporation under the provisions of the North Carolina Code, or under the provisions of the Articles of Incorporation or By -Laws of the Corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, and delivered to the Corporation for inclusion of filing with the minutes or corporate records, shall be equivalent to the giving of such notice. ARTICLE XVIII Miscellaneous Any male noun or pronoun that may appear in these By -Laws shall be understood to refer to persons of either sex. ARTICLE XIX Conflict of Interest Sectionl. Purpose. The purpose of the conflict of interest policy is to protect the Corporation's tax exempt interest when the Corporation is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director or an Officer or might result is a possible "excess benefit transaction". This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Section 2. Definitions. For the purposes of this Article, the following terms have the meanings as ascribed. (a) `Board" means the Board of Directors and includes committees with Board of Directors — delegated powers. (b) "Compensation" means direct and indirect remuneration as well as gifts or favors that are not insubstantial. 10 (c) "Financial interest' means a situation in which a person has, directly or indirectly, through business, investments, or family: i, an ownership or investment in any entity with which the Corporation has a transaction or arrangement; H. a Compensation (defined below) arrangements with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; iii. a potential ownership or investment in, or Compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. (d) "Interested Person" means any Director or Officer who has a direct or indirect Financial Interest (defined below) The existence of a Financial Interest is not necessarily a conflict of interest, Under Section 3, subpart (b), a person who has a Financial Interest may have a conflict of interest only if the Board decides that a conflict of interest exists. Section 3. Procedures. (a) Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Directors considering the proposed transaction or arrangement. (b) Determining Whether a Conflict of Interest Exists. After disclosure of financial interest and all material facts, and after any discussion with the Interested Person, the Interested Person must leave the Board meeting while the determination of a conflict of interest was voted on. The remaining Directors shall decide if a conflict of interest exists. (c) Procedures for Addressing the Conflict of Interest. An Interested Person may make a presentation at the Board meeting, but after the presentation, the Interested Person must leave the meeting during the discussion of, and the vote on, the Transaction or arrangement involving the possible conflict of interest. ii. The Chairperson of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 11 iii. After exercising due diligence, the Board shall determine whether the Corporation can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. (d) Violations of the Conflict of Interest Policy. i. If the Board has reasonable cause to believe a Director has failed to disclose actual of possible conflicts of interest, it shall inform the Director of the basis for that belief and afford the Director an opportunity to explain the alleged failure to disclose. ii. If after hearing the Director's response and after malting further investigation as warranted by the circumstances, the Board determines the Director has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Section 4. Records of Proceedings. The minutes of the Board shall contain: (a) The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action to determine whether a conflict of interest was present, and the Board's decision as to whether a conflict of interest in fact existed. (b) The names of persons who were present for discussion and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Section 5. Compensation. (a) A Director who receives Compensation, directly, or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that Director's Compensation. 12 (b) A Director, whose jurisdiction includes Compensation matters and who receives Compensation, directly or indirectly, from the Corporation, either individually or collectively is prohibited from providing information to the Board regarding Compensation and is precluded from voting on matters pertaining to that Director's Compensation. Section 6. Annual Statements. Each Director and Officer shall annually sign a statement which affirms that that person: (a) Has received a copy of the conflicts of interest policy; (b) Has read and understands the policy (c) Shall disclose any potential conflict(s) of interest (d) Has agreed to comply with the policy; and (e) Understands the Corporation is a nonprofit entity and to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax — exempt purposes. Section 7. Periodic Reviews. To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax — exempt status, the Board shall conduct periodic reviews. The periodic reviews must, at a minimum, include the following: (a) whether Compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining; and (b) whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and set -vices, further nonprofit purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. Section 8. Use of Outside Advisors. When conducting the periodic reviews as provided for in Section 7, the Corporation may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted. 13 ADOPTED this day of 20201. I-95/I-40 Crossroads of America Economic Development Alliance, Inc. By: Chair 14 Exhibit D SEE ATTACHED DIAGRAM AND DEPICTION OF ALLIANCE FACILITIES 1 MD D i v r y CouncilAgenda ° a N P r SUBJECT TITLE: Solid Waste Collection Methods Presenter: City Manager Neuschafer Department: Public Works Attachment: X Yes No Description: Information and Pictures Public Hearinq Advertisement Date: PURPOSE: To discuss and come to consensus on preferred solid waste collection method for yard waste. Bags and Bundles or Cart BACKGROUND: Staff is in the process of finalizing the extended 4-year contract with Republic Services. Currently, the City is using the brown cans for limb and leaf debris. Staff was asked to discuss other options with Republic Services. The options shared at the Budget Planning Retreat included placing the debris in bags and tying with strings. BUDGET IMPACT: Even though cost between the two methods are the same, the city will likely save some contamination fees if the choice is bags and bundles. RECOMMENDATIONIACTION REQUESTED: No vote required. Council will need to vote at the May 11, 2021 Council meeting with a service delivery method specified. / u $ O u ± 4J 0 � _0 c � e o m u k2 76 /E �-0 =u oe/G= \/2mq \)k \\_=7 a )/\�7 £yy/ cco=o ooa=� m = 3� ��u�e /3 SES_0� 9\c§� =ate/ �2"2/ u=-0 ==�§=mE0)4— cc�—c=o= � a) U0(a = ec=c££uca- m 5=7mm /�/C5Re2\773 % $ \ / § \ ( (n Ln E � \ 7 E ®b U 2 c= o=— E/ u 12c\=7// 2» N a s\ E°So) fu a\/\\jo\/\ /y\ 2/-.0/ 7ƒ 4/29/2021 north caroling EWDuNN city of dune POST OFFICE BOX 1065 ® DUNN, NORTH CAROLINA 25335 (910) 230-3500 e FAX (910) 230-3590 wwwdunn-nc.org April 30, 2021 Honorable Mayor & Members of the City Council, City of Dunn, North Carolina Mayor and Council Members: Mayor William P. Elmore Jr. Mayor Pro Tern Dr. David L. Bradham Council Members J. Wesley Sills April L. Gaulden Frank McLean Billy Tart Chuck Tumage City Manager Steven Neuschafer Over the past year, the COVID-19 pandemic has altered our lives and the way we govern unlike any time in recent history. It has restricted our movement; access to goods and services; payment for utilities; resulted in loss of income; and in some cases, life. It will continue to proportionately impact the City's revenue and spending for the foreseeable future. During preparation of the FY 2021-2022 budget, the projected revenues have been continually updated as information becomes available. Sources we have relied upon for many years to predict income are still adjusting projections as Federal relief dollars continue to flow into our homes and into the City. Although the economy continues to be exceptionally strong, the City is working with state regulators in developing a plan to improve the aging infrastructure related to our sewer collection system. While developing this budget, we continue to utilize information provided by the NC League of Municipalities. There is solid evidence that tax revenues from our Ad Valorem and our sale taxes will continue to be strong and provide a very stable base upon which we can build a budget. This budget acknowledges that spending by each department is reverting to pre -pandemic levels and we are therefore asking for new positions in Water/Wastewater; Finance; Planning and Zoning; and Police. Budget expenditures for this year are focused on the City's street resurfacing program, drainage and utility projects, following the direction of the Council provided at the February budget meeting. There are continued increases in selected fees, some of which are in response to contracted increases. The fees the City charges support needed expenditures, ensuring that funds are available to complete the Council's goals, while continuing to support employee development and keep our community safe. Fee increases proposed in this budget have specific functions: • Garbage and recycling rate increase (3%): a result of the contractual increase (Consumer Price Index increase) from Republic Services. • Water rate increase (3%): will continue to replenish the fund balance and cover the cost of department led repair projects. Continued sewer rate increase (6%): needed to pay for debt service on sewer projects and meet NC Department of Environmental Quality requirements. • Stormwater fees increase (TBD): needed to continue to improve stormwater run-off collection and reduce impacts of short duration storms. These fees are under review by our consultants and will likely require adjustments again in the middle of this budget year, once the study has concluded. Below are my top areas of focus for the upcoming year: Infrastructure improvements: This program utilizes the majority of our funds received from the Powell Bill and vehicle license tag fees. Additionally, we will continue to fund utility repairs that must be completed for improvement of the system and others as directed by Council. Items not included in this proposed budget: • Comprehensive Community Master Plan (mandated) • Parking lot improvements for Tyler Park • Property purchases • Stormwater mapping project • Wayfinding project • Park to park trail • Public works building design and construction • Additional Goals ... Personnel Changes: the following are proposed personnel changes: • Funding for additional personnel in the Water and Sewer fund, promoting one position as the Assistant Director of Public Utilities and one full time Geographical Information Systems (GIS) technician (at mid -year). These changes are necessary to improve our water and sewer system mapping and databases, while providing for supervision and growth opportunities within the department. • Expansion of Planning and Zoning staff to add another Building Inspector with standard level credentials. With the additional growth of the community, construction, additional subdivisions and infill housing, another inspector is critical in meeting the needs and expectations of our growing community. • Addition of a full time accountant (at midyear) to assist the Finance Department with the installation of new billing and financial software. This will provide the needed personnel to maintain our current level of service while providing for growth and responsiveness to customers and staff. We will transition the part- time staff position within the department to provide a substantial portion of the funding for this position. • Restructuring of the Police Department administration includes the addition of a Major's position to function between the Chief and the Captains. It provides for extra supervision and allows for the overseeing of multiple divisions within the department. The COLA proposed for this year is 3%. This is calculated using the Federal Register report from the Department of Labor for the last two years (2020 was 1.6% and 2021 is 1.3%). Last year the City held this increase due to expected losses in income. Additionally, the City may award up to a 2% merit increase based upon employee evaluations, effective after January 1, 2022. Each department is allocated 1/2 % of its total payroll budget for its merit pool of funds. Through supervisor -led evaluations, the merit increases will continue to reward those employees who exceed expectations. The merit program has been in place for the last three years and completed each December. Submitted below are the estimated revenues and expenditures for the fiscal year July 1, 2021 through June 30, 2022. 2021-2022 General Fund 2020-2021 General Fund 2019-2020 General Fund Revenues $11,817,950 Revenues $11,225,000 Revenues $11,597,100 Expenditures $11,817,950 Expenditures $11,225,000 Expenditures $11,597,100 Highlights of the proposed FY 2021-2022 Budget are as follows: REVENUES: GENERAL A. Ad Valorem taxes: $3,974,000 projected on a collection rate of 99.2%, with the tax rate remaining at $.50 per $100 valuation. B. Sales tax: budgeted for $2,512,390, this is a 4% increase from collections in 2020. C. Powell Bill and License Tag fee restricted fund balances: $350,000 ($350,000 expense built into the budget) allocated for the proposed street resurfacing project. D. Garbage rate: increasing from $19.80 to $20.40 (3% _ $.60) E. Recycling rate: increasing from $3.70 to $3.85 (4% _ $.15) F. Bulk pick up: increasing from $4.00 to $5.00 ($1.00) G. Stormwater rate: increasing from $2.75 to $3.50 for Residential and $7.75 to $10.00 for Non -Residential EXPENDITURES: GENERAL A. COLA increase: 3% for all employees B. Merit increase: up to 2%, effective January 1, 2022 C. Retirement contribution for state retirement: increases from 10.15% to 11.42% for general employees and from 10.90% to 12.04% for sworn law enforcement officers D. 401K contribution for all employees: remains at 5% E. Health, Dental, and Life insurance cost: premium is calculated with no increase and held at $6,660 per employee per year F. Rooms to Go incentive: budgeted for $240,000 G. Personnel changes: New positions in Finance, Planning and Inspections, and Police. H. Street resurfacing: $350,000 plus continuation of current work that will carry over into next budget year. 2021-2022 Water/Sewer Fund 2020-2021 Water Sewer Fund 2019-2020 Water Sewer Fund Revenues $7,601,000 Revenues $6,696,000 Revenues $6,207,200 Expenses $7,601,000 Expenses $6,696,000 Expenses $6,207,200 REVENUES: WATER — SEWER A. Propose basic water rate increase: from $15.25 to $15.70 base rate and an increasing block rate from $4.65 to $4.80 per 1000 gallons B. Propose basic sewer rates increase: from $14.50 to $15.40 base rate and from $6.36 to $6.74 per 1,000 gallons C. City of Dunn bulk purchaser rate will increase by 5% from: $2.14 to $2.25 per 1000 gallons for those with a contracted minimum gallons per day. D. Propose Industrial rate user rate increase from: $15.25 to $15.70 base rate and proposed at an increasing block rate beginning at $4.80 from $4.65 per 1000 gallons up to 500,000 gallons; $2.90 from $2.80 per 1000 gallons above 500,001 gallons. EXPENDITURES: WATER — SEWER A. COLA, increase: 3% for all employees B. Merit increase: up to 2%, effective January 1, 2022 C. Retirement contribution for state retirement: increases to 11.42% D. 401K contribution for all employees: remains at 5% E. Health, Dental and Life insurance cost: premium is calculated with no increase and held at $6,660 per employee per year REVENUES: STORMWATER A. Stormwater rate: increasing from $2.75 to $3.50 for Residential and from $7.75 to $10.00 for non-residential EXPENSES:STORMWATER A. Engineering and Contracted Services to provide for projects approved by Council. B. Capital Outlay for sweeper purchase funding. The proposed 2021-2022 budget is concentrated on returning expenditures to pre -pandemic levels and allocating funds to improve customer service, response time, and preparing for the future growth of the City. There are more monies allocated to prepare us for future direction as discussed in our budget planning session and the continuation of the demolition and clean-up of nuisance properties and corrections of our aging infrastructure of sewer and water systems. Please review the information contained in this packet and should you have any questions, please don't hesitate to give me a call. Steven W. Neuschafer City Manager 17UNN AIFAmerlsaCltp 1 I mere com ium 7nafferr m 198? tE 10i3 CAPITAL ITEMS FOR FY 2021-2022 GENERAL FUND Finance: Office Furniture Police: Police Cars Start up of Firing Range Streets/Cemetery: Boom Truck Dump Truck 8 Ton Asphalt Hot Box 4 Ton Capital Outlay Cemetery, Tractor Recreation: Tyler Park Safety Netting AC units at Community Center & PK Vyas Total loan funding: WATER- SEWER FUND Water/Sewer Finance Office Furniture Water/Sewer Services: Bay & Magnolia Vac Jet Truck Truck,1500 Utility Two Wastewater Treatment Plant Relocate Road and Electrical Service Water Treatment Plant Utility Pumps, Trailer Total loan funding: STORMWATER FUND Stormwater Capital Sweeper Purchase Total loan funding: * No borrowing included for these items. $ 10, 000 * $ 188,000 $ 15,000 $ 132,000 $ 83,000 $ 35,000 $ 51,000 40 000 529 000 $ 4,000 * $200,000 $430,000 $ 52,000 $250,000 28,000 350 000 350 000 it DDUNN ft U"' t f 11111.1' City Council Agenda Form I r SUBJECT TITLE: Reports Goalsand Objectives 1 Council Presenter: City Manager Steven Neuschafer Department ad D-/.Admin '.. No Description: M• Reports Public Hearing Advertisement�. PURPOSE: Attached please find the Monthly Reports for the Goals and Objectives as established by the Council at the 2021-2022 Budget Planning Retreat to include Goals not finalized from this current fiscal year. Changes are highlighted in yellow. BACKGROUND: Short-term Goals (FY2021.22 Completion) - Finalize and Support 1951140 Crossroads of America Economic Planning Alliance formation - Personnel Pay & Classification Study/Retention Plan/Training Programs (to include documentation) - Finalize Imagine Dunn Strategic Vision Plan and begin implementation/plans - Begin implementing Wayfinding System once rebrand is complete - One pager document for builders/developers (Planning & Inspections) - Lobby for Black River dredging Initiate regular joint meetings with Education officials - Trail from Tyler Park to Tart Park - Comprehensive Land Use Plan - Storm Water Drainage — Continue to Clean and Clear out Storm Water Inlets - Watauga Project Findings — Investigate and Determine Direction - Plan for Design, Phases and Cost for Juniper Creek project/Seawall Bulkheads for repairs - Paving Projects — Repair of Potholes and Small Scale Paving Projects - Aggressive Code Enforcement— Dilapidated and Boarded up - Residential and Commercial - Ordinance Revisions — Minimum Housing and Non -Residential - Purchase Sewer Jet for Storm Drain repair - Complete Technology Updates for Finance and Library Merger Regionalization Study, Design and Determine Funding of Water Treatment Plant Long Term Goals and Objectives Land transactions for Business Development supporting Community Growth Address Infrastructure Needs — Paving, Water and Sewer, Storm Water • Juniper Creek Improvements Street Improvements - Water Treatment Plant - Government Facilities Upgrade: Police Locker Rooms, Public Works, Parks and Recreation, City Hall, Library and Water Tower —301 South Implement Strategies in the Vision Plan Codrington Park Improvements Administration — Finance — Library — Planning — Inspections — Parks and Recreation Public Utilities and Public Works RECOMMENDATION/ACTION REQUESTED: Acknowledge receipt of the Monthly Goals and Objectives Reports. 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N M <t Page ( 1 Announcements May 4, 2021 City Council Meeting ➢ The City offices are now operating under Summer Hours, Monday through Friday, 7:30 a.m. until 4:00 p.m. ➢ DUMA will host a prayer ceremony in front of City Hall on the National Day of Prayer, Thursday, May 4th at 6:00 p.m. Hopefully, the Mayor's Prayer Breakfast can return in 2022. ➢ The Dunn Spring Litter Sweep will be held on Saturday, May 8th Volunteers will meet at City Hall beginning at 8:30 a.m. and then head out to pick up litter citywide from 9:00 to 11:00 a.m. Sign up information is on the City's Website. ➢ Happy Mother's Day to all the Mothers here today! ➢ The City Council Meeting will meet for our regular meeting on Tuesday, May 1 lth at 7:00 p.m. CLOSED SESSION CRITERIA (Specify one or more of the following permitted reasons for closed sessions) Move that we go into closed session in accordance with: [N.C.G.S. 143-318.11(a)(1)] Prevent the disclosure of privileged information i Under the North Carolina General Statutes or regulations. i Under the regulations or laws of the United States. [N.C.G.S. 143-318.11(a)(2)] Prevent the premature disclosure of an honorary award or scholarship [N.C.G.S. 143-318.11(a)(3)] Consult with the Attorney To protect the attorney -client privilege. To consider and give instructions concerning a potential or actual claim, administrative procedure, or judicial action. To consider and give instructions concerning a judicial action titled vs [N.C.G.S. 143-318.11(a)(4)] To discuss matters relating to the location or expansion of business in the area served by this body. [N.C.G.S. 143-318.11(a)(5)] To establish or instruct the staff or agent concerning the negotiation of the price and terms of a contract concerning the acquisition of real property located at (OR) To establish or instruct the staff or agent concerning the negotiations of the amount of compensation or other terms of an employment contract. [N.C.G.S. 143-318.11(a)(6)] To consider the qualifications, competence, performance, condition of appointment of a public officer or employee or prospective public officer or employee. (OR) To hear or investigate a complaint, charge, or grievance by or against a public officer or employee. [N.C.G.S. 143-318.11(a)(7)] To plan, conduct, or hear reports concerning investigations of alleged criminal conduct. School violence 143-318.11(a)(8) and terrorist activity (9).