Agenda 12-09-2025; 5-a - Public Hearing Regarding a Proposed Economic Development Recruitment Incentive and Performance Agreement Between Orange County and CITEL America, Inc. (Project Rooster)

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15 or operations of the Company or the Facility, or(b) the transactions contemplated by or relating to this Agreement, insofar as such matters relate to events subject to the control of the Company and not the County. It is the intent of this section that the Company will indemnify the County to the maximum extent authorized by law, in such circumstances as described in subsections (a) and (b) of this Section. The indemnification arising under this Section shall survive the Agreement's termination. 11. TERMINATION A. COMPANY: Upon Company's meeting its Employment and Investment obligations asset out in Section 2 above and upon Company's certification to such and certification of the 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 National Bureau of Economic Research), 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 30th day of June of the year in which the final financial inducement installment is made.