HomeMy WebLinkAboutOTHER-2024-069-Performance Agreement Between Orange County and Morinaga STATE OF NORTH CAROLINA
ORANGE COUNTY
PERFORMANCE AGREEMENT BETWEEN ORANGE COUNTY, NORTH CAROLINA,
AND MORINAGA AMERICA FOODS , INC . INCORPORATED
This Performance Agreement ("Agreement") made and entered into this the 7 day of OG to b e4^
2024 (the "Effective Date") by and between Orange County, a body politic existing under the laws of the
State of North Carolina (" County ") and Morinaga America Foods , Inc . , a subsidiary of Morinaga & Co .
Ltd . , a multinational corporation, with facilities to be located in Mebane , Orange County , North
Carolina (" Company") , for the purpose of incentivizing Company ' s investment in Orange County . The
County and Company may be referred to as Party or Parties .
Company ' s ultimate parent is a multinational corporation situated and doing business in Tokyo , Japan .
The Company intends to expand the Company ' s existing confectionary food manufacturing facility in
Orange County . Company represents it is duly authorized to conduct business in North Carolina . It is
understood that the levels of performance required by this Agreement are to be met by Company as a
whole at its Facility (as hereinafter defined) in Orange County . Accordingly , the term " Company" as
used in this Agreement refers to the Company and any of its Affiliates conducting business at the
Facility .
WITNESSETH
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 Cityof Mebane , North Carolina have offered separate
inducement packages to the Company ; and
WHEREAS , Pursuant to G . S . Section 153A449 , 15 & 7 . 1 , and 158 - 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 a grant based on its 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 , the Company has agreed to meet and continue meeting the minimum investment and
employment requirements as hereinafter set forth ; and
WHEREAS , but for the offer of an inducement package the Company would not be locating its
manufacturing 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 :
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1 . DEFINITIONS . As used in this Agreement the terms below will have the following meanings :
A . "Affiliate . " A company that the Company controls , controls the Company , or is under
common control with the Company .
Be "Baseline Employment . " The number of employees , 204 , employed by Company as of
the date of execution of this Agreement .
C . "Baseline Valuation . " Current assessed valuation of the Subject Property as assessed by
the Orange County Tax Administrator prior to the investment contemplated in this
Agreement . Upon revaluation by the County prior to the Commencement Date the
Baseline Valuation shall be adjusted as determined by the Orange County Tax
Administrator .
D . " Commencement Date . " The date in which the Company begins actual production
operations at the Subject Property, after having obtained applicable governmental
approvals , certificates of zoning compliance , and certificates of occupancy . Unless
delayed by causes beyond the control of the Company , the Commencement Date is
anticipated to be no later than December 31 , 2026 .
E . " Company . " Morinaga America Foods , Inc . , its Affiliates , successors , and assigns .
F . "Eligible Property . " Includes (a) the Subject Property, together with other real property
in the County owned by Company ("Additional Property") , and all in the
Company or an Affiliate of the Company constructs or installs , or causes to be
constructed or installed, at the Sub ect Property or any Additional Property , including all
buildings , building systems , and building improvements , the estimated value of which is
described in Exhibit C , and (b) all Personal Property the Company or an Affiliate of the
Company purchases or leases and installs at, or relocates to , the Subject Property or any
Additional Property , the estimated value of which is described in Exhibit C . Does not
include property valued for the Baseline Valuation as noted ' Exhibit D , Description of
Existing Real Property and Exhibit E , Description of Existing Personal Property .
G . "Inducement Grant . " An economic development grant provided to Company for the
purpose of securing the Company ' s commitment to expand its manufacturing facility in
Orange County, North Carolina .
H . "Minimum Taxable Investment . " The aggregate Qualifying Expenditures made by the
Company that Company anticipates will be made annually as reflected in Exhibit C and
verified by the Orange County Tax Assessor and which will be used for calculating the
annual Inducement Grant payment .
I . " Orange County Facility" or "Facility . " The Subject Property and the improvements
now or hereafter located on the Subject Property or any Additional Property, including,
without limitation, the Company-constructed or owned primary and secondary structures ,
Utilities , and operations and service areas located in Mebane , Orange County, North
Carolina in and on which Company conducts its business or operations .
ividual , partnership , trust, estate , association, limited liability J . "Person . " Any ind
company , corporation, custodian , nominee , governmental instrumentality or agency ,
body politic or any other entity in its own or any representative capacity .
4863 -5202 -3475 .v5
K . "Personal Property . " All business personal property , other than real 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 , and (d) any and all additions or
replacements of any of the foregoing in excess of $ 100 , 000 .
L . " 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
County , and which is not otherwise subject to an exemption or exclusion from Tax, that
the Company uses .
M . " State . " The State of North Carolina .
N . " Subject Property . " The property on which the Company currently operates the Orange
County Facility having Parcel Identifier Number 9824564353 .
O . " Tax" or " Taxes . " Ad valorem property tax levied on real and Personal Property located
in the County 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 .
P . " Term " or "Full Term . " The duration of this Agreement commencing as of the Effective
Date and through and including January 31 , 2031 .
Q . " Total Taxable Investment . " The taxable value of all Qualifying Expenditures made by
Company in and to its Orange County Facility as of December 31 , 2028 .
2 . INDUSTRIAL INVESTMENT AND EMPLOYMENT AGREEMENT
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 investment plan attached
as Exhibit C in addition to the amount of the 2024 assessments in real and taxable
Personal Property attributable to the existing Facility as described in Exhibit D and
Exhibit E . If the Company does not make the Total Taxable Investment on or before
December 31 , 2028 (and as may be extended below) , the total amount of the Inducement
Grants will be adjusted as provided in Subsection 2 .A . 3 .
2 . The Company shall achieve the Total Taxable Investment by December 31 , 2028 .
3 . If the total increase of taxable investment falls below the Minimum Taxable Investment
levels , due to failure to meet the investment goals set forth in Exhibit C or removal of
equipment, as assessed by the Orange County Tax Assessor, the amount of the following
annual Inducement Grant installment payment will be reduced by apro -rata percentage
of the shortfalls provided, however, the foregoing shall not be deemed to limit the total
amount of the Inducement Grant available to the Company and so long as as any shortfall
in Minimum Taxable Investment in any given year is invested in a subsequent year,
Company shall be entitled to recoup any prior reductions in the payment of the Incentive
Grant so long as the Total Taxable Investment occurs on or before December 31 , 2028 .
The baseline for measuring whether the investment goals have been met (i . e . the 2024 tax
assessments) shall be adjusted prior to the Commencement Date ( 1 ) upward, if there is an
4863 - 5202 -3475 .v5
increase in the assessment of the Company ' s real property and (2 ) downward, to reflect
the natural decline in the value of the Company ' s personal property (existing in 2024 and
acquired thereafter in the course of the new investment) as measured by the depreciation
of such property in accordance with generally accepted accounting principles .
B . EMPLOYMENT
1 . On or before December 31 , 2030 at least 204 net new positions filled with full-time
equivalent employees will be created at the Facility as reflected in Exhibit B . 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 .
Net new positions means positions added above and beyond Baseline Employment . If
90 % of the net new positions are not achieved on or before December 31 , 2030 (or as
extended as provided below) , the amount of the Grants will be adjusted as provided in
Section 2 . D . and Section 6 .
2 . During the first year of operation following the year in which the Commencement Date
occurs , Company and County agree Company shall hire 57 new full time employees at
the Facility . During the second year of operation the Company shall hire an additional 51
new full time employees at the Facility for a total of 108 new full time employees at the
Facility . During the third year of operation the Company shall hire at a minimum an
additional 48 new full time employees for a total of 156 new full time employees at the
Facility . During the fourth year of operation the Company shall hire an additional 36 new
full time employees for a total of 192 new full time employees at the Facility . During the
fifth year an additional 12 new full time employees shall be hired for a final and ongoing
204 full time employees at the facility . At the expiration of this Agreement, the
Company shall employ, at the Facility in Orange County , at least the equivalent of 204
new full time employees in accordance with Exhibit B .
3 . Employees counted toward this total shall include only new employees of the Company
in the State of North Carolina employed and located at Company ' s Facility in Orange
County above and beyond Baseline Employment, provided such employees are
employed in Orange County on a full time basis . Employees of the Company will be
eligible to participate in Company sponsored health insurance and retirement programs .
For purposes of this section "new full time employees " shall be defined as actively
individuals and shall not include employees or positions counted for Baseline employed
Employment or vacant positions for which the Company is actively or otherwise
recruiting 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 204 new full time employees shall be , as of the last day of this
Agreement, at the annual rate of $48 , 912 .
C . DEVELOPMENT GRANT PARTICIPATION : Where applicable , the Company agrees to
partner, through the commitment to create new jobs , with Orange County and other applicable
agencies to apply for development grants that will improve or add water, sewer, road or other
necessary infrastructure in order to facilitate the successful completion of this project . The
Company agrees to meet with program representatives , and to participate in the grant request
process as necessary to secure the required funding .
D . GUARANTEED MINIMUM LEVEL OF PERFORMANCE : The Company agrees that its
minimum level of performance pursuant to this Agreement shall be as set out in this Section 2 .
Furthermore , Company agrees that failure to meet the minimum level of new employment as
4863 -5202 -3475 .v5
reflected in Section 2 . 13 . shall entitle the County to make reductions in inducement installments
paid to the Company in an amount of Five Hundred dollars ($ 500 . 00) per employee not hired as
reflected in Exhibit B . Company further agrees that failure to meet the minimum level of direct
investment as reflected in Section 2 . A . shall entitle County to make pro rata reductions in
inducement installments paid to the Company as set out in Section 3 . It is agreed and
understood by the Parties hereto that the failure of the Company to meet the level of
performance with respect to minimum level of investment or minimum level of new
employment as specified herein shall not be considered a breach of this Agreement .
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
North Carolina General Assembly County may terminate this Agreement without penalty to
County and without County ' s further compliance with this Agreement . If a court having lawful
jurisdiction determines the inducement grant itself is illegal, invalid , or unenforceable this
Agreement shall immediately terminate without further obligation to the Parties except that the
amount of any portion of the inducement grant already paid by the County shall be reimbursed to
the County by the Company .
3 . INDUCEMENT PACKAGE
A . COUNTY INDUCEMENT GRANT : The County , upon execution of this Agreement, shall
provide to the Company an Inducement Grant to offset facility development, expansion, and
acquisition costs in an amount up to and not to exceed Two Million Nine Hundred Ten Thousand
Eight Hundred Ninet y�Eight Dollars ($ 2 , 910 , 898 . 00 ) . This Inducement Grant shall be payable
in up to seven installments over a seven year period (the " Inducement Grant Period") . The
Inducement Grant is equal to seventy-five percent (75 . 0 %) of the actual property tax for real and
Personal Property taxes attributable to the amount of the Total Taxable Investment due and paid
in each year of the Inducement Grant Period, up to the maximum not to exceed amount . The
estimated annual amount of each year ' s grant payment ' s shown in Exhibit F for years two
(2025 ) through six (2029 ) . Subject to Section 6 . B . , below, or delays caused by an event of Force
Maj eure , the first and second installments of the Incentive Grant shall occur no later than June 30
of the 2025 and 2026 calendar years respectively, upon receipt of proof reasonably satisfactory to
the County, as described in Section 5 of this Agreement, that the investment numbers referenced
i
in Section 2 of this Agreement have been met and that all local property taxes on the real and
Personal Property owned by the Company and located within Orange County have been fully
paid . Subsequent annual installments are anticipated to occur during the month of January for
the term of this Agreement upon receipt of proof reasonably satisfactory to the County that the
minimum employment and investment numbers have been met and that all local property taxes
on the real and Personal Property owned by the Company and located within Orange County
have been paid in full . Should the company meet the investment goals before all job creation has
been completed, the County will withhold $ 500 . 00 per job that may remain to be created by
e t of
December 31 2030 and will a out the final amount upon roof satisfactory to the County pay p p ry Y �
the job creation according to the job schedule outlined in Exhibit B . , with the final installment
occurring in January 2031 . No installment shall be required to be paid until such time as the
County receives proof of the payment of all property taxes and verification of employment and
investment levels has been submitted to the County .
B . TOTAL COUNTY COMMITMENT : The total County commitment for the Inducement
Grant outlined in Section 3 . A. shall not exceed Two Million Nine Hundred Ten Thousand
Eight Hundred Ninety-Eight Dollars ($ 2 , 910 , 898 . 00) .
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4 . EXPANSION OPPORTUNITY
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 . Future
projects shall be considered on a case -by-case basis and induced at the discretion of the County
based on new taxable investment and job creation in excess of the minimum levels outlined in
Section 2 above . Any such agreement 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 .
5 . PROOF AND CERTIFICATION
The officials of the Company shall furnish the necessary reports and certificates to verify that the
goals set out in this Agreement are met . Once the Company maintains its investment and
employment goals for one year following the conclusion of the term of this Agreement it will no
longer need to furnish these reports to the County .
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 or Finance Officer .
Acceptable forms of proof for employment numbers shall be in the form of a notarized statement
from a North Carolina licensed Certified Public Accountant and shall be verified by the North
Carolina Employment Security Commission .
Until that date which is one ( 1 ) year following the date of the final Incentive Grant payment, 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 and maintained .
6 . REMEDY
A . INDUCEMENT PACKAGE : If the County does not meet and maintain the terms set forth in
the inducement package , the Company has the option to the rights set forth in Section I I . A . of
this Agreement upon thirty (30) days written notice to the County .
B . DELAY OF INDUCEMENT PACKAGE INITIATION : If the Company believes that it will
not meet employment and investment goals that are to be met pursuant to this Agreement by
December 31 , 2026 , the onset of the Inducement Grant Period may be delayed up to one ( 1 )
additional 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 December 31 , 2026 . In that event
this Agreement shall initiate no later than December 31 , 2027 and shall expire no later than
January 31 , 2032 . Notwithstanding anything else herein the Commencement Date shall not
be beyond December 31 , 2027 . If Company cannot meet these requirements this Agreement
shall terminate automatically without fault or further obligation to County . Company shall
remain free to negotiate a new incentive agreement with County based on new terms and
timelines .
C . INVESTMENT AND EMPLOYMENT PACKAGE : If the Company does not meet and
maintain either the investment or employment goals within the annual timetable set forth in this
Agreement, and does not opt to delay the onset of this Agreement as described above , then the
County will reduce the annual installment payment as set forth in Section 2 . D . of this Agreement
until such time as the Company once again meets both the investment and employment goals .
4863 -5202 -3475 .v5
Reduction shall be computed, exclusively by the County, based on the percentage of the goal not
met . In order to qualify for the full reimbursement, including recovery of any prior reductions ,
both investment and employment must meet or exceed the minimum standards outlined above
prior to the natural termination of this Agreement .
7 . SEVERABILITY
If a court having lawful jurisdiction determines any term or provision of this Agreement is
illegal , invalid, h 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 , valid, or enforceable term or provision, as similar as
possible to the term or provision declared illegal , invalid, or unenforceable .
8 . COMPLIANCE WITH THE LOCAL GOVERNMENT BUDGET AND FISCAL CONTROL
ACT OF NORTH CAROLINA GENERAL STATUTES
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 brought pursuant to this Agreement . 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 .
10 . INDEMNIFICATION
The Company hereby agrees to indemnify , rotect 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
> > p g � P � g Y � g
out of, connected with, or resulting directly or indirectly from (a) the Company ' s gross
i
negligence or intentional misconduct with regard to the business , construction, maintenance ,
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 . 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 as set
out in Section 2 above and upon Company ' s certification to such and certification of the
4863 -5202 -3475 .v5
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
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 .
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) .
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 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 neither Party shall be liable
towards the other Party 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 and render the
impossible . Each Party shall forthwith inform the other Parties
execution of a Party ' s obligations
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 commence , continue , or proceed .
4863 -5202 -3475 .v5
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 (as
defined in the Orange County Civil Rights Ordinance) , race , ethnicity, color, national origin,
religion, Greed, sex, 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
identified, and have not utilized the services of
Carolina Affiliates of Company, have not been
any agent or subcontractor, on the list created by the North Carolina State Treasurer pursuant to
Articles 6E and 6G of Chapter 147 of the North Carolina General Statutes ,
16 . NOTICES
Any notices pursuant to 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 Morinaga America Foods , Inc . ;
County Manager President
200 S . Cameron Street 4391 Wilson Rd .
Hillsborough, NC 27278 Mebane , NC 27302
Any addressee may designate additional or different addresses for communications by notice
given under this Section to the other Party .
4863 -5202 -3475 .v5
AGREEMENT REVIEWED AND ACCEPTED BY :
Presideift Attest :
Morinaga America Foods , Inc .
air Attest : Laura e sen
Orange County Board of Commissioners Clerk to the Board
Orange County Commissioners
This instr ent ha been pre - audited in the manner required by the Local Government Budget and Fiscal
Control t .
Chief ill
ci Offer
4863 - 5202 -3475 .v5
EXHIBIT A - PROJECT OVERVIEW
- ---- - - t><v_erm 4fM es
Amiat
* y of u r m ,
Z6 - zw7 20210 - - IOTA1,. - TOTAL � _ of JOU
57 51 48 36 12 466 20413 91
flee Investment Ov Year
4 T07AL TOTAL .
Real PropeTty S4 ,877,00 $25,778,CM S2. *4 ,000 517rmS121174% P?180610l s
Tangft Persowl Rawy fW° QDD 545t9194DUSM1571 . _ _ 75� _ 311 �6, b 94,427'I I
Total Enve7stment $22AgjMj S02,0MI $3tI60,j0M $11 $127 077t000
Source : North Carolina Department of Commerce Project Summary Form Submitted by Company for
Consideration of State Discretionary Incentives
4863 -5202 -3475 .v5
EXHIBIT B - EMPLOYMENT GOALS
December 31 Baseline New Employees to 90 % of New Total Cumulative
Employees be Added Employee Target Employees
( Current Added by Year
Employment) (the 1190 %
Target")
2026 204 57 51 261
2027 204 51 46 312
2028 204 48 43 360
2029 204 36 32 396
2030 204 12 11 408
Total at Natural 204 204 184 408
Termination of
Agreement
1 /31 /31
4863 -5202 -3475 .v5
EXHIBIT C - INVESTMENT GOALS
Year End Dec . 31 2024 2025 2026 2027 2028
Real Property $ 4 , 87700 $ 25 , 778 , 000 $ 2 , 1349) 000 WOO $ 0
Personal Property $ 23 , 8565000 $ 45191 % 000 $ 20 , 671 , 000 $ 67500 $ 3 , 1505000
Total Annual $ 28 , 733 , 000 $ 71 , 697 , 000 $ 22 , 805 , 000 $ 692 , 000 $ 3 , 150 , 000
Investment
TOTAL INVESTMENT : $ 127 , 077 , 000
4863 -5202 -3475 .v5
EXHIBIT D - DESCRIPTION OF EXISTING REAL PROPERTY
Parcel Identification Number 9824564353
Physical Address 4391 Wilson Rd . , Mebane , NC 27302
Acreage 21 . 00
Existing Building Size 101 , 495
2024 Orange County Real Property Value $ 12 , 648 , 800
4863 -5202 -3475 .v5
EXHIBIT E - DESCRIPTION OF EXISTING PERSONAL PROPERTY
Parcel Identification Number 9824564353
Physical Address 4391 Wilson Rd . , Mebane , NC 27302
2024 Orange County Personal Property Value $ 16 , 555 , 477
4863 - 5202 -3475 .v5
EXHIBIT F - PROPOSED ORANGE COUNTY INCENTIVE
Project "Sunny" Morinaga Orange County NC Proposed Incentive
----------------
Project "Sunny"Mmorin -- - 1 -- ---- --- -_ -
I I
5127,077,000 $0.8629r
s : 204 75% of new property tax for 5 years j
M10% -
Reai $4877,000 530655000 $32,789,0001 $328050001 S32,8060001 $32,806,000 ' $32,80610001 532,806,00) 1 132,806,000 $32,806,0001 $32,80610001 5321806,000
Pers Prop Yr 1 1
1-5,651,9221
561
Pers Prop Yr 2 I_- $23,855, � - _ $45 919,001 $41,327100i - $37,194, 3901 $3,474 951 � $30,727,455 ! $27,114,7101 - $24,403,239 i $211,952,9151 $19,766,624 $17 789,9511 - 5450919,000
2,6001
0011
Pers Prop Yr 4 Pers Prop Yr 3 ) Sot $20,6710$ 1 . 5181603900 675, 00 $
1 $607 5001- $1 $540,0001 $472 500 $1 $4054000 i $
$33735000 _5 $277Q00? 1 _ - $202:5001 $2 $675_000 '
rs PY - 1 - i -_ - - - - sot
$3, 150000i - $2,835,000 $2,5200J01 - 52205,003Sol So fl -51,890,C 1- $1575,OSoi $126£?,0001- $3150,000
Pers Pro Yr 5 $0 Sot -
Pers
Pers Pro Yr 6 $fl $0
Pers Prop Yr 7 50 SO ' Sol
$0 $fl $0 ` SO 50 50 $O $o ,
---- I _ � i -- -- I -- �-
Tax Value - - 1 $28 733,000I $98 044� $114,110 460 $106 670,3141 $102,2271731 $94,8641885 $871993 8671 $81564,990 $75,534041 $59,8b1,227 $64510 734I S127,077,000
Property Tax .__1_ - _ Sol $247,937 ' $846 025 - $984,6591 $920 4581 $882,118 ; - $818,589] S759,2991 5703,8241- - S651,7831 $502,8331 $7,417,52b
Annual Net S01 $51 ..84i $634,519 $738,494 $690,344 $661,589 $0 ' ' Sf31 _._ $0 52 510% 58
- - -
Incentives SO $$61 53 S211506 $246,ib5 $230, 115 $220 530 5B18 589 $759,299 - 5703 824 5651,783 -$602,833 SOb b281
Cash Flow -$01 $61,984{ 5273 4911 $519 655 ! 5749 770 -- $970,299 $1,788,889 $2 548, 1881 53,252,0121 53 S03,7951 $4,506,628I
_I - - - 1 1 - -- 1 1t
S4,5001000 - --
1, $4,000,000 - --
- S3,500,C00 - - - - -
- $31COO,C00 - -
SO),Soo coo - - I- - --
52,CODIC00
1 51,500,000 - -- - - -
- . . 51,0001C00 _.. __ _.__ .._ ._-_ __ -------
___ SSoo,aoo - ---- -- -
so
Yr 1 (2024) Yr 2 ( 2025) Yr3 (2026) Yr4 (2027) Yr 5 (2028) Yr6 (2029) Yr7 ( 2030) Yr8 (2031) Yr9 (2032) Yr 1012033) Yr 11 (2034)
--- Annual Hat Cash Fiver - -------
01 0l 57 511 481 36 12 0 ! fl 01 0 ) 2041
4863 -5202 -3475 .v.5