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10 <br />annually or otherwise. Any such termination of this Agreement by the Company shall be in <br />writing and shall meet notice requirements as set out herein. <br />B. COUNTY: The County shall have the option of terminating this Agreement upon any <br />Abandonment of Operations by the Company, without penalty to the County, which option <br />shall be executed by giving written notice to the Company. Abandonment of Operations shall <br />be defined as a period in excess of eight (8) weeks during which the Company's level of Full <br />Time Equivalent Employees or Direct Investment goes below thirty percent (30 %) of the <br />guaranteed minimum levels of performance commitments for either Full Time Equivalent <br />Employees or Direct Investment as reflected in Section 2 above. Notwithstanding the foregoing, <br />if the aforesaid decline in the number of full time equivalent employees or the Company's <br />failure to make the required direct investments is attributable to an overall national economic <br />decline (as such may be recognized by the United States Bureau of Labor Statistics), this shall <br />not be deemed an abandonment of operations entitling the County to terminate this Agreement, <br />and the Company shall not be deemed in default. In such event, the Company's and the <br />County's obligations shall be suspended for one year and resume thereafter. If after one year <br />the aforesaid decline continues the County may declare an Abandonment of Operations and <br />proceed as set forth herein. <br />C. NATURAL: In any event, the above terms notwithstanding, this Agreement shall <br />terminate upon the 31St day of January of the year in which the final financial inducement <br />installment is made. <br />12. LIMITATION OF COUNTY'S OBLIGATION <br />NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED OR INTERPRETED <br />AS CREATING A PLEDGE OF THE FAITH AND CREDIT OF THE COUNTY WITHIN <br />THE MEANING OF ANY CONSTITUTIONAL DEBT LIMITATION. NO PROVISION <br />OF THIS AGREEMENT SHALL BE CONSTRUED OR INTERPRETED AS DELEGATING <br />GOVERNMENTAL POWERS NOR AS A DONATION OR A LENDING OF THE CREDIT <br />OF THE COUNTY WITHIN THE MEANING OF THE STATE CONSTITUTION. THIS <br />AGREEMENT SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY <br />OBLIGATE THE COUNTY TO MAKE ANY PAYMENTS BEYOND THOSE <br />APPROPRIATED IN THE COUNTY'S SOLE DISCRETION FOR ANY FISCAL YEAR <br />IN WHICH THIS AGREEMENT SHALL BE IN EFFECT. NO PROVISION OF THIS <br />AGREEMENT SHALL BE CONSTRUED TO PLEDGE OR TO CREATE A LIEN <br />ON ANY CLASS OR SOURCE OF THE COUNTY'S MONEYS, NOR SHALL ANY <br />PROVISION OF THE AGREEMENT RESTRICT TO ANY EXTENT PROHIBITED BY <br />LAW, ANY ACTION OR RIGHT OF ACTION ON THE PART OF ANY FUTURE <br />COUNTY GOVERNING BODY. TO THE EXTENT OF ANY CONFLICT BETWEEN <br />THIS ARTICLE AND ANY OTHER PROVISION OF THIS AGREEMENT, THIS <br />ARTICLE SHALL TAKE PRIORITY. <br />13. LIABILITY OF PUBLIC OFFICERS <br />No officer, agent or employee of the County or the Company shall be subject to any personal <br />liability or accountability by reason of the execution of this Agreement or any other <br />documents related to the transactions contemplated hereby. Such officers, agents, or <br />2054461.2 <br />21896 -200 Page 8 of 12 <br />