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

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payment of all real and Personal Property taxes , as set out in Section 5 above , then upon the occurrence of any of the following events , the Company shall have the option of terminating this Agreement : Failure of the County, to provide the initial inducement installment as provided in Section 3 of this Agreement ; or, under the same circumstances , failure of the County to make future inducement installments , as provided for in Section 3 of this Agreement . Subject to Section 2 . E . , should the Company exercise its option to terminate this Agreement, pursuant for failure by the County to provide inducement installments , the Company shall be entitled to retain all funds paid to or for the benefit of the Company pursuant to this Agreement . Should the Company terminate this Agreement for any reason other than the default by the County to provide for any inducement installment to the Company , the Company shall repay to the County all funds paid to or for the benefit of the Company pursuant to this Agreement . Thereafter, the County shall have no further obligation to make inducement installments annually or otherwise . Any such termination of this Agreement by the Company shall be in writing and shall meet notice requirements as set out herein . B . COUNTY : The County shall have the option of terminating this Agreement upon any Abandonment of Operations by the Company, without penalty or further obligation to the County , which option shall be executed by giving written notice to the Company . Abandonment of Operations shall be defined as a period in excess of ninety ( 90 ) days during which the Company' s level of Full Time Equivalent Employees or Direct Investment goes below thirty percent (30 %) of the guaranteed minimum levels of performance commitments for either Full Time Equivalent Employees or Direct Investment as reflected in Section 2 above . Notwithstanding the foregoing, if the aforesaid decline in the number of full time equivalent employees or the Company ' s failure to make the required direct investments is attributable to an overall national economic decline (as such may be recognized by the United States Bureau of Labor Statistics) , this shall not be deemed an abandonment of operations entitling the County to terminate this Agreement, and the Company shall not be deemed in default . In such event, the Company ' s and the County ' s obligations shall be suspended for one year and resume thereafter . If after one year the aforesaid decline continues the County may declare an Abandonment of Operations and proceed as set forth herein . C . NATURAL : In any event, the above terms notwithstanding, this Agreement shall terminate upon the 31St day of January of the year in which the final financial inducement installment is made . 12 . LIMITATION OF COUNTY ' S OBLIGATION No provision of this Agreement shall be construed or interpreted as creating a pledge of the faith and credit of the county within the meaning of any constitutional debt limitation . No provision of this Agreement shall be construed or interpreted as delegating governmental powers nor as a donation or a lending of the credit of the county within the meaning of the North Carolina Constitution . This Agreement shall not directly or indirectly or contingently obligate the county to make any payments beyond those appropriated in the county ' s sole discretion for any fiscal year in which this Agreement shall be in effect. No provision of this Agreement shall be construed to pledge or to create a lien on any class or source of the county ' s moneys , nor shall any provision of the Agreement restrict any action or right of action on the part of any future county governing body . 4863 -5202 -3475 .v5