OTHER-2024-069-Performance Agreement Between Orange County and Morinaga

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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Statute 158 - 7 . 1 and other relevant North Carolina General Statutes and that should such statutory authority be withdrawn by the North Carolina General Assembly County may terminate this Agreement without penalty to County and without County ' s further compliance with this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 Ninet y�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 ' s 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 Maj eure , 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 i 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 satisfactory to the County that the minimum employment and investment numbers 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 paid in full . Should the company meet the investment goals before all job creation has been completed, the County will withhold $ 500 . 00 per job that may remain to be created by e t of December 31 2030 and will a out the final amount upon roof satisfactory to the County pay p p ry Y � the job creation according to the job schedule outlined in Exhibit B . , with the final installment occurring in January 2031 . No installment shall be required to be paid until such time as the County receives proof of the payment of all property taxes and verification of employment and investment levels has been submitted to the County . B . TOTAL COUNTY COMMITMENT : The total County commitment for the Inducement Grant outlined in Section 3 . A. shall not exceed Two Million Nine Hundred Ten Thousand Eight Hundred Ninety-Eight Dollars ($ 2 , 910 , 898 . 00) . 4863 -5202 -3475 .v5