|
there shall be added by mutually agreed upon written amendment to this Agreement, a legal,
<br /> valid, or enforceable term or provision, as similar as possible to the term or provision declared
<br /> illegal, invalid,or unenforceable.
<br /> 8. COMPLIANCE WITH THE LOCAL GOVERNMENT BUDGET AND FISCAL CONTROL
<br /> ACT OF NORTH CAROLINA GENERAL STATUTES
<br /> All appropriations and expenditures pursuant to this Agreement shall be subject to the provisions
<br /> of the Local Government Budget and Fiscal Control Act of the North Carolina General Statutes
<br /> for cities and counties and shall be listed in the annual report submitted to the Local Government
<br /> Commission by the County.
<br /> 9. GOVERNING LAWS & FORUM
<br /> This Agreement shall be governed and construed by the Laws of the State of North Carolina.
<br /> Any action brought to enforce or contest any term or provision of this Agreement shall be
<br /> brought in the North Carolina General Court of Justice sitting in Orange County,North
<br /> Carolina. The Parties hereto stipulate to the jurisdiction of said court.
<br /> 10. INDEMNIFICATION
<br /> The Company hereby agrees to indemnify, protect and save the County and its officers,
<br /> directors, and employees harmless from all liability, obligations, losses, claims, damages,
<br /> actions, suits, proceedings, costs and expenses, including reasonable attorneys' fees, arising
<br /> out of, connected with, or resulting directly or indirectly from the business, construction,
<br /> maintenance, or operations of the Company or the Company's Mebane Facility or the
<br /> transactions contemplated by or relating to this Agreement, including without limitation, the
<br /> possession, condition, construction or use thereof, insofar as such matters relate to events
<br /> subject to the control of the Company and not the County. The County hereby agrees to
<br /> indemnify, protect and save the Company and its officers, directors, and employees
<br /> harmless from all liability, obligations, losses, claims, damages, actions, suits, proceedings,
<br /> costs and expenses, including reasonable attorneys' fees, arising out of, connected with, or
<br /> resulting directly or indirectly from the performance of this Agreement attributable to the
<br /> negligence or misconduct of the County, its officers or employees. The indemnification
<br /> arising under this Article shall survive the Agreement's termination.
<br /> 11. TERMINATION
<br /> A. COMPANY: Upon Company's meeting its Employment and Investment obligations as set
<br /> out in Section 2 above and upon Company's certification to such and certification of the
<br /> payment of all real and personal property taxes, as set out in Section 5 above, then upon the
<br /> occurrence of any of the following events, the Company shall have the option of terminating
<br /> this Agreement: Failure of the County, to provide the initial inducement installment as
<br /> provided in Section 3 of this Agreement; or, under the same circumstances, failure of the
<br /> County to make future inducement installments, as provided for in Section 3 of this
<br /> Agreement. Should the Company exercise its option to terminate this Agreement,pursuant to
<br /> this Section for failure by the County,the Company shall be entitled to retain all funds paid to or
<br /> for the benefit of the Company pursuant to this Agreement. On the other hand, should the
<br /> 2054461.2
<br /> 21896-200 Page 7 of 12
<br />
|