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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16 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. To the extent there is a conflict between this Section and any other provision of this Agreement,this Section shall have priority. 13. LIABILITY OF PUBLIC OFFICERS No officer, agent or employee of the County or the Company shall be subject to any personal liability or accountability by reason of the execution of this Agreement or any other documents related to the transactions contemplated hereby. Such officers, agents, or employees shall be deemed to execute such documents in their official capacities only, and not in their individual capacities. This Section shall not relieve any such officer, agent or employee from the performance of any official duty provided by law. 14. MISCELLANEOUS A. ENTIRE AGREEMENT: This Agreement, including all exhibits attached, constitutes the entire contract between the Parties, and this Agreement shall not be amended except in writing signed by the Parties. B. BINDING EFFECT: Subject to the specific provisions of this Agreement, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.Neither Party may assign their rights, responsibilities, or interest in this Agreement without the prior written consent of the other Party,with such consent not being unreasonably withheld, conditioned, or delayed by either Party. C. TIME: Time is of the essence in this Agreement and each and all of its provisions. D. CONSTRUCTION: Nothing in this Agreement shall be construed to the effect that the County has any right to influence the Company's business decisions or to receive business information from the Company(except as expressly provided in Section 2.A., 2.B., and Section 5 hereof).