Loading...
HomeMy WebLinkAboutOTHER-2022-027-PERFORMANCE AGREEMENT BETWEEN ORANGE COUNTY, NORTH CAROLINA, AND WELL DOT, INC. i i i Attachment 2 STATE OF NORTH CAROLINA ORANGE COUNTY I PERFORMANCE AGREEMENT BETWEEN ORANGE COUNTY, NORTH CAROLINA, AND WELL DOT , INC . I i r C This Performance Agreement ("Agreement") made and entered into this the 24th day of May, 2022 by r and between Orange County, a political subdivision of the State of North Carolina (" County") and Well ilities to be located in Chapel Hill, Orange County, North Dot, Inc . , a Delaware corporation, with fac Carolina (" Company") , for the purpose of incentivizing Company ' s investment in Orange County . County and Company may be jointly referred to as the "Parties . " c Company is a privately-held Delaware corporation situated and doing business in the Town of Chapel Hill , Orange County, North Carolina . Company ' s Facility shall serve as the corporate offices and the company ' s health care operations center . Company represents it is duly authorized to conduct business G in North Carolina . It is understood that the levels of performance required by this Agreement are to be met b Company as a whole at its Facility in Orange County . Accordingly, the term " Company" as used Y p Y tY g Y in this Agreement refers to the entire group at such Facility . i WITNESSETH '' G c THAT WHEREAS , the County has offered to the Company an inducement package as hereinafter set forth ; and WHEREAS , the State of North Carolina and the Town of Chapel Hill , North Carolina have offered separate inducement packages to the Company; and WHEREAS , Pursuant to G . S . Section 153A449 , 15 & 7 . 1 , and 15 & 7 . 2 , as construed by the North Carolina Supreme Court in its opinion in Maready v . The City of Winston- Salem, et al, 342 N . C . 708 ( 1996) , and other judicial authority, the County may enter into an agreement with the Company in connection therewith; and WHEREAS , the County finds that awarding the Company an inducement package based on its Employment Goals and Total Taxable Investment will increase the taxable property base for the County and help create new jobs in the County at the agreed average annual salary, all of which will result in an added and valued benefit to the taxpayers of the County; and WHEREAS , but for the offer of an inducement package the Company would not be locating its facility within Orange County . NOW, THEREFORE , the Parties hereto in consideration of these mutual covenants and agreements passing from each to the other do hereby agree as follows . 1 . DEFINITIONS . As used in this Agreement the terms below will have the following meanings : CHAR2\23 7 8 3 7 1 v 11 CHAR2\2378371vl5 A . " 90 % Target . " The cumulative number (360) of net new positions filled with full time equivalent employees by year as provided for on Exhibit A . Be "Affiliate . " A company that the Company controls , controls the Company, or is under common control with the Company . C . "Baseline Employment . " Number of employees , 17 , employed by Company as of the December 31 , 2021 . D . "Baseline Valuation . " Current taxable valuation of the Subject Property, excluding 419 West Franklin Street, or the other real property in the County as may used by the Company as applicable at the time of certification by the Company and Personal Property as assessed by the Orange County Tax Administrator as of January 1 , 2020 prior to the investment contemplated in this Agreement . Upon revaluation by the County, the Baseline Valuation shall be adjusted as determined by the Orange County Tax Administrator . E . " Company. " Well Dot, Inc . and includes its Affiliates , successors , and assigns . F . "Eligible Property . " Includes (a) the Subject Property (as defined in Exhibit D , Legal Description of Real Property) , other Company owned real property in Orange County, North Carolina and all improvements the Company or an Affiliate of the Company constructs or installs , or causes to be constructed or installed, at the Subject Property or such other real property, including all buildings , building systems , and building improvements , and (b) all personal property (as defined in Exhibit C , Personal Property) the Company or an Affiliate of the Company purchases or leases and installs , at or relocates to , the Facility or such other real property . Does not include property used or valued for the Baseline Valuation . G . "Expansion Inducement Grant . " An economic development grant equivalent to seventy- five percent (75 %) of the value of the ad valorem property taxes paid on the Eligible Property for which Company shall become eligible as provided for in Section 3 . C . of this Agreement . H . " Grant . " An economic incentive development grant to the County from the State of North Carolina pursuant to Section 2 of this Agreement . I . "Inducement Grant . " An economic development grant provided to Company for the purpose of securing the Company ' s location of its facility in Orange County, North Carolina on the Subject Property . J . "Job Creation Shortfall Penalty" shall have the meaning provided for in Section 2D of this Agreement . K . "Lease . " The Lease by and between the Parties for the Subject Property excluding 419 West Franklin Street , Page 2 of 17 L . "Minimum Taxable Investment . " The aggregate Qualifying Expenditures made by the Company that Company anticipates will be made annually as reflected in Exhibit B and verified by the Orange County Tax Assessor, which verification may supplemented by proof of investment from Company at Company ' s discretion . M . " Orange County Facility" or "Facility . " The Company constructed and/or owned primary and secondary structures , utilities , and operations and service areas situated on the Subject Property or other real property in the Town of Chapel Hill , Orange County, North Carolina in and on which Company conducts its business and/or operations . N . "Person . " Any individual , partnership , trust, estate , association, limited liability company, corporation, custodian, nominee , governmental instrumentality or agency, body politic or any other entity in its own or any representative capacity . i O . "Personal Property . " All personal property the Company or an Affiliate owns or leases located at the Facility, including all (a) machinery and equipment, (b) furniture , furnishings , and fixtures , (c) property that is capitalized for federal or state income tax purposes , (d) all additions to any of the foregoing, and all replacements of any of the foregoing in excess of $ 100 , 000 , t i P . ' Qualifying Expenditure . " All expenditures the Company, an Affiliate , or lessor to the Company or an Affiliate makes for Eligible Property which is subject to Tax in the j t County, and is not subject to an exemption or exclusion from Tax, that the Company t uses . t Q . " State . " The State of North Carolina . f R . " Subject Property . " The property on which Company constructs and/or operates the Orange County Facility located at 419 West Franklin Street, 501 West Franklin Street, 503 West Franklin Street, and 108 South Roberson Street, Chapel Hill, North Carolina . 4 S . "Tax" or " Taxes . " Ad valorem property tax levied on real and personal property located in the Count y pursuant to Article 25 , Chapter 105 of the North Carolina General Statutes or any successor statute relating to ad valorem property tax the County levies on property . T . " Term" or "Full Term . " The duration of this Agreement meaning the date first above recorded through and including June 30 , 2030 , unless otherwise delayed or extended, as may be agreed by the Parties in writing in advance and as permitted by this Agreement and applicable law . U . " Total Taxable Investment . " The taxable value of all Qualifying Expenditures made by Company in and to its Orange County Facility as of December 31 , 2025 . c 2 . INDUSTRIAL INVESTMENT AND EMPLOYMENT AGREEMENT Page 3 of 17 A . INVESTMENT 1 . The Company anticipates it shall, during the Term of this Agreement, directly invest a Minimum Taxable Investment annually in accordance with the real property investment plan attached as Exhibit B in addition to assessments in taxable business Personal Property also provided on described in Exhibit C . 2 . The Company shall achieve the Total Taxable Investment by December 31 , 2025 . 3 . The Baseline Valuation shall be excluded from calculations to determine whether the investment goals have been met . B . EMPLOYMENT 1 . On or before December 31 , 2025 , at least 400 net new positions filled with full time equivalent employees will be created and maintained at the Facility as reflected in Exhibit A . The number of full time positions shall be evidenced by one or more Quarterly Tax and Wage Reports (Form NCUI 101 ) filed with the N . C . Employment Security Commission . Except as otherwise provided herein the Company will not be penalized if it reaches at least 360 (the 90 % Target) net new positions filled with full time equivalent employees prior to the expiration of this Agreement . 2 . During the Term and at the expiration of this Agreement, the Company, and its Affiliates , shall employ, at the Facility in Orange County, new full time equivalent employees equal to at least the 90 % Target . Employees counted toward the totals reflected in Exhibit A shall include only new employees of the Company employed and assigned to the Company ' s Facility in Orange County, North Carolina provided such employees are employed in Orange County on a full time basis and are eligible to participate in Company sponsored health insurance programs . New full time equivalent employees who are assigned to the Company ' s Facility in Orange County, but who work from a North Carolina based home office may also be counted towards the totals reflected in Exhibit A . For purposes of this Section "full time equivalent employees " shall be defined as actively employed individuals and shall not include vacant positions for which the Company is actively or otherwise recruiting and shall not include positions counted toward the Baseline Employment . It is understood that vacancies occur and that when such occur the Company will immediately, or as soon as is reasonably possible thereafter, fill said vacancies . The average wage of the up to 400 new full time equivalent employees shall be , as of the last day of this Agreement, at the annual rate of Sixty Three Thousand Six Hundred Sixty Five dollars ($ 63 , 665 . 00) . C . DEVELOPMENT GRANT PARTICIPATION : Should the State of North Carolina agree to provide additional development Grants to the County, the Company agrees to partner, through the commitment to create new jobs , with Orange County and other agencies to apply for development Grants that will improve and/or add water, sewer, road or other necessary infrastructure in order to facilitate the successful completion of this project . The Company agrees to meet with program representatives , and to participate in the grant request process as necessary to secure the required funding . D . GUARANTEED MINIMUM LEVEL OF PERFORMANCE : The Company agrees that its minimum level of performance pursuant to this Agreement in terms of employment shall be as set out in this Section 2 . Company agrees that failure to meet and maintain the 90 % Target as Page 4 of 17 i i i required by Section 2B of this Agreement shall entitle the County to increase the purchase price of the option to purchase as such option to purchase is provided for in the Lease . Such increase in the purchase price of the option to purchase shall be equal to five hundred dollars ($ 500) per job in each ' ob creation year in which the 90 % Target is not achieved (the " Job Creation Shortfall Penalty") . The Job Creation Shortfall Penalty shall be applied to the purchase price of the option to purchase on a cumulative basis following the year in which the 90 % Target is not achieved, as applicable , in accordance with Exhibit A to this Agreement, which is attached hereto and incorporated herein by reference . Notwithstanding the foregoing provisions of this Section 2 (D) , f if the Company believes that it will not meet employment goals that are to be met pursuant to this Agreement by June 1 , 2024 and the Company has not yet purchased the property, then the the hiring schedule outlined in Exhibit A, and all other applicable dates and deadlines hereunder may be delayed up to one ( 1 ) year, at the option of the Company . Written notification of the exercise of this option to delay onset must be received by the County no later than June 15 , 2024 . i 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 State of North Carolina the County may terminate this Agreement without penalty and without c further compliance with this Agreement . 1 3 . INDUCEMENT GRANT A . COUNTY INDUCEMENT GRANT : Subject to the limitations set out herein the County, upon execution of this Agreement and the Lease and subsequent to the Lease Inspection Period, shall provide to the Company an Inducement Grant to offset Facility development, upfit, remodeling, expansion, and acquisition costs in the amount of Two Million Dollars I' ($ 2 , 000 , 000 . 00) payable in not more than four (4) installments equaling the actual eligible expenditures then incurred by the Company to the date of such expenditure over a period of not more than two (2) years from the first installment . Installments shall be paid within thirty (30) days of County ' s receipt of Company ' s request for payment and documentation . Such t documentation shall demonstrate invoices , purchase orders, and/or receipts describing the G anticipated expenditure of funds for upfit, remodeling, and construction on and to Leased Premises have been submitted . The Inducement Grant SHALL NOT EXCEED Two Million Dollars ($2 , 000 , 000 . 00) . This is the maximum allowable Inducement Grant amount to be paid in installments to the Company . Should the Company exercise its right to terminate the Lease during the Lease Inspection Period or for any reason, except purchase of the Subject Property, during the Term, the Company shall not be eligible for, and the County shall not be obligated to pay, the Inducement Grant and the County shall be released from all further responsibility except as described in Section 3 . C . below . B . PAYMENT OF INDUCEMENT GRANT : Participation in this Agreement shall not exclude the Company from consideration for additional inducements from the County either during or upon completion of this Agreement . C . ADDITIONAL COUNTY COMMITMENT : The Company shall be eligible for an annual Expansion Inducement Grant if it either (i) purchases the Subject Property prior to September 30 , 2026 or (ii) terminates the Lease during the Inspection Period as described in Section 23 of Page 5 of 17 the Lease , but locates its Facility in Orange County creating jobs and new taxable investment in the County either through new construction or new upfit to existing developed property . The Company will be eligible to receive Expansion Inducement Grants for up to four (4) years following its first request . The County may provide the Expansion Inducement Grant based on new taxable investment and job creation in excess of the minimum levels outlined in Section 2 above . Any such agreement providing for the annual Expansion Inducement Grant shall require a separate performance agreement, which shall conform to all relevant North Carolina Statutes and Orange County Ordinances , Policies or Resolutions , shall be in writing, and shall be mutually agreed upon by the Parties . 4 . PROOF AND CERTIFICATION The Parties to this Agreement shall furnish the necessary reports and certificates to verify that each party' s respective goals are met as may be reasonably requested during the Term hereof. Acceptable forms of proof for taxable investment shall be the records of the County Tax Administrator . Acceptable forms of proof of payment of taxes shall be in the form of cancelled checks and receipts of payment from the County Tax Administrator . Acceptable forms of proof for employment numbers shall be in the form of one or more Quarterly Tax and Wage Reports (Form NCUI 101 ) filed with the N . C . Employment Security Commission . Company shall provide copies of each NCUI within thirty (30) days of filing the same with the N . C . Employment Security Commission throughout the Term . Acceptable forms of proof of expenditures on upfit, remodeling, and construction on and to the Eligible Property shall be in the form of cancelled checks and receipts . Until that date which is one ( 1 ) year following the date of the final Inducement Grant installment, the Company shall allow representatives of the County to enter the Facility during normal business hours upon forty- eight (48 ) hours prior notice for the purpose of confirming that the claimed investment and employment goals have been met . Company will not be held liable for injuries to representatives of the County while at the Facility. 5 . REMEDY If the County does not meet and maintain the terms set forth in this Agreement, the Company may terminate this Agreement upon thirty (30) days written notice to the County . 6 . EVENT OF DEFAULT AND RIGHT TO CURE . Notwithstanding anything contained in this Agreement or the Lease to the contrary, if the Company is in default of Section 15 of this Agreement or Section 14 of the Lease , the County shall give the Company written notice of such default . If the default is reasonably capable of being cured within thirty (30) days after the County shall have given the Company written notice of such default, Company shall have such period to effect a cure . If the default is such that it is not reasonably capable of being cured within thirty ( 30) days , and if Company (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible , then Company shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by the County . In no event shall the County be precluded from exercising remedies if the default is not cured within ninety ( 90) Page 6 of 17 days after the first notice of default is given . If the Company does not cure said default as provided for herein, the Company shall not receive further Inducement Grant payments and shall not be eligible for Expansion Inducement Grants as provided for in Section 3C of this Agreement . 7 . SEVERABILITY If any term or provision of this Agreement is held to be illegal , invalid, or unenforceable , the legality, validity, or enforceability of the remaining terms , or provisions of this Agreement shall not be affected thereby; and in lieu of such illegal , invalid or unenforceable term or provision, there shall be added by mutually agreed upon written amendment to this Agreement, a legal , ilar as possible to the term or provision declared valid, or enforceable term or provision, as sim illegal , invalid, or unenforceable . 8 . COMPLIANCE WITH THE LOCAL GOVERNMENT BUDGET AND FISCAL CONTROL ACT OF NORTH CAROLINA GENERAL STATUTES j All appropriations and expenditures pursuant to this Agreement shall be subject to the provisions of the Local Government Budget and Fiscal Control Act of the North Carolina General Statutes for cities and counties and shall be listed in the annual report submitted to the Local Government Commission by the County . 9 . GOVERNING LAWS , DISPUTE RESOLUTION, & FORUM This Agreement shall be governed and construed by the Laws of the State of North Carolina . Any action brought to enforce or contest any term or provision of this Agreement shall be brought in the North Carolina General Court of Justice sitting in Orange County, North Carolina . The Parties hereto stipulate to the jurisdiction of said court . It is agreed by the Parties that no other court shall have jurisdiction or venue with respect to any claims , complaints , suits , or actions . Binding arbitration may not be initiated by either party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a claim, complaint, suit or action . j 10 . INDEMNIFICATION The Company hereby agrees to indemnify, protect, and save the County and its officers , directors , and employees harmless from all liability, obligations , losses , claims , damages , actions , suits , proceedings , costs and expenses , including reasonable attorneys ' fees , arising out of, connected with, or resulting directly or indirectly from the business , construction, maintenance , or operations of the Company or the Facility or any Company activities on or about the Subject Property or the transactions contemplated by or relating to this Agreement, including without limitation, the possession, condition, construction or use thereof, insofar as such matters relate to events subject to the control of the Company and not the County . The indemnification arising under this Section shall continue until the termination of this Agreement, whether by expiration of the Term or by mutual agreement of the Parties to terminate this Agreement . Provided, however, that the indemnification arising under this Section shall apply after the termination of this Agreement if and to the extent that any such liability, obligation, Page 7 of 17 loss , claim, damage , action, suit, proceeding, cost or expense arises , is connected with, or directly results from the business , construction, maintenance , or operations of the Company or the Facility or any Company activities on or about the Subject Property during the Term of this Agreement . It is the intent of this Section 10 that, to the extent applicable , the Company indemnify the County in an amount not to exceed value of the benefits actually received by the Company from the County under this Agreement . In no event shall the Company be obligated to indemnify the County in an amount in excess of the not to exceed amount in Section 3A . 11 . TERMINATION A . COUNTY : The County shall have the option of terminating this Agreement if the Company ceases substantially all operations at the Facility . Cessation of substantially all operations at the Facility shall be defined as a period in excess often ( 10) weeks during which the Company' s level of full time equivalent employees falls below thirty percent (30 %) of the number of target full time equivalent employees as provided on Exhibit A, whether working at the Facility or remotely in North Carolina for the benefit of the Facility . and described in Section 2 of this Agreement . Should the Company be determined to have ceased its operations , the Company will reimburse the County the total amount of the Inducement Grant previously disbursed pursuant to this Agreement . Notwithstanding the foregoing, if the aforesaid decline in the number of full time equivalent employees is attributable to an overall national economic decline (as such may be recognized by the United States Bureau of Labor Statistics) or other Force Majeure , this shall not be deemed a cessation of substantially all 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 a period of one ( 1 ) year and resume thereafter . If after one year the Company has not returned to the then applicable 90 % Target the County may declare substantially all operations ceased at the Facility and proceed as set forth herein . Upon such declaration the Company will reimburse the County the total amount of the Inducement Grant disbursed to Company up to and including the date of the declaration . If Company is in Default of Section 14 of the Lease and has failed to cure such default as provided herein County may terminate this Agreement and shall have no further liability or obligations to the Company under this Agreement . B . NATURAL : In any event, the above terms notwithstanding, this Agreement shall terminate upon the 30th day of June of the final year of the Term . C . AUTOMATIC TERMINATION AND SURVIVAL : In the event the Company (defined as the Tenant in the Lease) terminates the Lease during the Inspection Period as described in Section 23 of the Lease , the provisions of this Agreement, except for Section 3C , the definition of "Expansion Inducement Grant" and the definition of " Subject Property" of the Agreement, shall automatically terminate and be of no further force and effect and neither Party shall have further liability or obligations to the other under this Agreement . For the avoidance of doubt, the in Section 3C , the definition of "Expansion Inducement Grant"rights and obligations contained and the definition of " Subject Property" of this Agreement shall survive automatic termination of this Agreement . In the event of such automatic termination the County may suspend the surviving sections of this Agreement until the earlier of (1) the date upon which the Company provides documentation satisfactory to the County verifying that the Company has met all requirements of the surviving sections of this Agreement or (ii) for up to one year from the date of automatic termination in order for the County to determine , in its sole discretion, whether the Company has met all requirements of the surviving sections of this Agreement . Page 8 of 17 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 STATE 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 TO ANY EXTENT PROHIBITED BY LAW, ANY ACTION OR RIGHT OF ACTION ON THE PART OF ANY FUTURE COUNTY GOVERNING BODY. TO THE EXTENT OF ANY CONFLICT BETWEEN THIS SECTION AND ANY OTHER PROVISION OF THIS AGREEMENT , THIS SECTION SHALL TAKE 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 . 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 Page 9 of 17 information from the Company (except as expressly provided in Section 2B and Section 5 hereof) . E . SIGNATURES : This Agreement together with any amendments or modifications may be executed electronically . All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66 . F . AUTHORITY : The Parties and each person executing this Agreement on behalf thereof represent and warrant that they have the full right and authority to enter into this Agreement, which is binding, and to sign on behalf of the party indicated, and are acting on behalf of themselves , the constituent members and the successors and assigns of each of them . The Parties shall reasonably assist one another and cooperate in the defense (should any defense ever be necessary) of this Agreement and/or the incentives granted hereunder, so as to support and in no way undercut the same . G . FORCE MAJEURE : Subject to the provisions of Section 6 of this Agreement neither party shall be liable for non- compliance with its contractual obligations hereunder, if and to the extent such non- compliance is directly attributable to events of force majeure . Events of force majeure are events or causes which are not under a party ' s reasonable control that render the execution of a patty ' s obligations impossible , including, but not limited to : (i) fire ; (ii) hurricanes , tornados , floods , and other weather events beyond normal conditions , including any such weather events declared/determined by the National Oceanic and Atmospheric Conditions ; (III) strikes , lockouts or other labor or industrial disturbances ; (iv) national emergency, state declaration of emergency, civil disturbance , act of public enemy, war, riot, terrorism sabotage or embargo ; (v) earthquake , epidemic , pandemic , or other natural disaster or acts of God ; (vi) governmental action or inaction; or (vii) any other similar occurrences or events outside the party ' s reasonable control . Each party shall forthwith inform the other Parties of the occurrence of a Force Majeure event preventing such party from complying with its contractual obligations . Force Majeure does not include failure of the Company to secure permitting necessary for the project to proceed . 15 . COMPLIANCE WITH LAW A . NON-DISCRIMINATION : Company shall at all times remain in compliance with all applicable local , state , and federal laws , rules , and regulations including but not limited to all state and federal anti - discrimination laws , policies , rules , and regulations and the Orange County Non-Discrimination Policy . Company shall not discriminate against any person based on age , race , ethnicity, color, national origin, religion, creed, sex, sexual orientation, gender, gender identity, gender expression, marital status , familial status , source of income , disability, political affiliation, veteran status , disabled veteran status . Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County . This Section is not intended to limit and does not limit the definition of breach to discrimination . B . E -VERIFY, ISRAEL BOYCOTT , AND IRAN DIVESTMENT : By executing this Agreement Company affirms that Company, and any North Carolina Affiliates of Company, is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes . By executing this Agreement Company certifies that Company, and any North Carolina Affiliates of Company, have not been identified, and have not utilized the services of Page 10 of 17 i i any agent or subcontractor, on the list created by the North Carolina State Treasurer pursuant to i Articles 6E and 6G of Chapter 147 of the North Carolina General Statutes . j 16 . NOTICES Any notices pursuant to and/or required by this Agreement shall be in writing and shall be delivered via United States Mail , certified, return receipt requested : If to Orange County; If to Well Dot, Inc . , i County Manager Chief Financial Officer P . O . Box 8181 419 W . Franklin Street Hillsborough, NC 27278 Chapel Hill, NC 27516 Any addressee may designate additional or different addresses for communications by notice given under this Section to the other Party , i r c c I i i I �i i I i Page 11 of 17 AGREEMENT REVIEWED AND ACCEPTED BY : President Attest . Well Dot, Inc . Chair Attest : Laura sen Orange County Board of Commissioners Clerk to the Board Orange County Commissioners This instrument has been pre - audited in the manner required by the Local Government Budget and Fiscal Control Act . Chief Financial Officer Approved as to form and legal sufficiency . Office of the County Attorney Page 12 of 17 EXHIBIT A Year- end Dec . Baseline New Employees 90 % of Total 31 Employees Added in Year Cumulative Cumulative New Employee Employees Target Added by Year (the " 90 % Target") 2021 17 9 8 26 2022 17 81 96 124 2023 17 101 187 225 2024 17 95 272 320 2025 17 97 360 417 Total at Natural 17 400 360 417 Termination of Agreement 6/30/30 i i i i i i CHAR2\23 7 83 71 v 15 EXHIBIT B - INVESTMENT GOALS Year Ended 2022 2023 2024 2025 Total Dec . 31 Real $ 1 , 500 , 000 $ 750 , 000 $25000 $ 0 $2 , 50000 Property Personal $ 238A00 $ 337 , 000 $275 .1400 $ 142 , 800 $ 99300 Property CHAR2\2378371vl 5 EXHIBIT C - BUSINESS PERSONAL PROPERTY Year Ended 2022 2023 2024 2025 Total Dec . 31 Personal $238A0 $ 337 , 000 $ 275 , 400 $ 14200 $ 99300 Property * * The Personal Property provided *n this Exhibit C is the same Personal Property provided in Exhibit B and does not constitute additional Taxable Investment. i i i i CHAR2\2378371v15 EXHIBIT D — DESCRIPTION OF REAL PROPERTY [Legal Description for 419 W Franklin Street to be inserted] CHAR2\2378371v15 EXHIBIT E - OPTION TO PURCHASE PENALTY ( See attached 501 _503 Performance Scenario Worksheet i 'i G t I c i III-- III�� f i I' i I ' it i CHAR2\237837Iv15