Agenda - 09-17-2024; 5-a - Public Hearing Regarding a Proposed Economic Development Recruitment Incentive and Performance Agreement Between Orange County and Morinaga America Foods, Inc.

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14 C. DEVELOPMENT GRANT PARTICIPATION: Where applicable, the Company agrees to partner,through the commitment to create new jobs,with Orange County and other applicable agencies to apply for development grants that will improve or add water, sewer,road or other necessary infrastructure in order to facilitate the successful completion of this project. The Company agrees to meet with program representatives, and to participate in the grant request process as necessary to secure the required funding. D. GUARANTEED MINIMUM LEVEL OF PERFORMANCE: The Company agrees that its minimum level of performance pursuant to this Agreement shall be as set out in this Section 2. Furthermore,Company agrees that failure to meet the minimum level of new employment as reflected in Section 2.13. shall entitle the County to make reductions in inducement installments paid to the Company in an amount of Five Hundred dollars ($500.00)per employee not hired as reflected in Exhibit B. Company further agrees that failure to meet the minimum level of direct investment as reflected in Section 2.A. shall entitle County to make pro rata reductions in inducement installments paid to the Company as set out in Section 3. It is agreed and understood by the Parties hereto that the failure of the Company to meet the level of performance with respect to minimum level of investment or minimum level of new employment as specified herein shall not be considered a breach of this Agreement. E. STATUTORY COMPLIANCE: The Company understands that the County's participation is contingent upon authority found in North Carolina General Statute 158-7.1 and other relevant North Carolina General Statutes and that should such statutory authority be withdrawn by the North Carolina General Assembly County may terminate this Agreement without penalty to County and without County's further compliance with this Agreement. If a court having lawful jurisdiction determines the inducement grant itself is illegal, invalid, or unenforceable this Agreement shall immediately terminate without further obligation to the Parties except that the amount of any portion of the inducement grant already paid by the County shall be reimbursed to the County by the Company. 3. INDUCEMENT PACKAGE A. COUNTY INDUCEMENT GRANT: The County,upon execution of this Agreement, shall provide to the Company an Inducement Grant to offset facility development, expansion, and acquisition costs in an amount up to and not to exceed Two Million Nine Hundred Ten Thousand Eight Hundred Ninety-Eight Dollars ($2,910,898.00). This Inducement Grant shall be payable in up to seven installments over a seven year period(the "Inducement Grant Period"). The Inducement Grant is equal to seventy-five percent(75.0%) of the actual property tax for real and Personal Property taxes attributable to the amount of the Total Taxable Investment due and paid in each year of the Inducement Grant Period,up to the maximum not to exceed amount. The estimated annual amount of each year's grant payment is shown in Exhibit F for years two (2025)through six(2029). Subject to Section 6.B.,below, or delays caused by an event of Force Majeure,the first and second installments of the Incentive Grant shall occur no later than June 30 of the 2025 and 2026 calendar years respectively,upon receipt of proof reasonably satisfactory to the County, as described in Section 5 of this Agreement,that the investment numbers referenced in Section 2 of this Agreement have been met and that all local property taxes on the real and Personal Property owned by the Company and located within Orange County have been fully paid. Subsequent annual installments are anticipated to occur during the month of January for the term of this Agreement upon receipt of proof reasonably Revised 2023 Page 5 of 18 4863-5202-3475.v5