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<br /> shall terminate automatically without fault or further obligation to County. Company shall
<br /> remain free to negotiate a new incentive agreement with County based on new terms and
<br /> timelines.
<br /> C. INVESTMENT AND EMPLOYMENT PACKAGE: If the Company does not meet and
<br /> maintain either the investment or employment goals within the annual timetable set forth in this
<br /> Agreement, and does not opt to delay the onset of this Agreement as described above,then the
<br /> County will reduce the annual installment payment as set forth in Section 2.1). of this Agreement
<br /> until such time as the Company once again meets both the investment and employment goals.
<br /> Reduction shall be computed, exclusively by the County,based on the percentage of the goal not
<br /> met. In order to qualify for the full Inducement Grant, including recovery of any prior
<br /> reductions,both investment and employment must meet or exceed the minimum standards
<br /> outlined above prior to the natural termination of this Agreement.
<br /> 7. SEVERABILITY
<br /> If a court having lawful jurisdiction determines any term or provision of this Agreement is
<br /> illegal, invalid, or unenforceable,the legality,validity, or enforceability of the remaining terms,
<br /> or provisions of this Agreement shall not be affected thereby; and in lieu of such illegal, invalid
<br /> or unenforceable term or provision,there shall be added by mutually agreed upon written
<br /> amendment to this Agreement, a legal, valid, or enforceable term or provision, as similar as
<br /> possible to the term or provision declared 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,DISPUTE RESOLUTION, & 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. It is agreed by the Parties
<br /> that no other court shall have jurisdiction or venue with respect to any claims, complaints, suits,
<br /> or actions brought pursuant to this Agreement. Binding arbitration may not be initiated by either
<br /> Party,however,the Parties may agree to nonbinding mediation of any dispute prior to the
<br /> bringing of a claim, complaint, suit, or action.
<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(a)the Company's gross
<br /> negligence or intentional misconduct with regard to the business, construction, maintenance,
<br />
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