HomeMy WebLinkAboutAgenda 12-01-2025; 8-h - Approval of ABB, Inc. Performance Agreement Amendment 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: December 1, 2025
Action Agenda
Item No. 8-h
SUBJECT: Approval of ABB, Inc. Performance Agreement Amendment
DEPARTMENT: Economic Development,
Attorney's Office
ATTACHMENT(S): INFORMATION CONTACT:
1) July 2019 Performance Agreement— Steve Brantley, Director, Economic
ABB, Inc. and Orange County Development, 919-245-2326
2) April 2022 Performance Agreement
Amendment
3) Proposed December 2025 Performance
Agreement Amendment
PURPOSE: To approve a proposed amendment to the performance agreement between ABB,
Inc. and Orange County providing a one-month extension to the termination date to allow for
verification of the final year performance metrics.
BACKGROUND: On July 10, 2019, former North Carolina Governor Roy Cooper, Orange County
and the City of Mebane jointly announced a decision by ABB, Inc. to make a major industrial
expansion at the firm' s Orange County factory. At that event, the company committed to adding
403 new manufacturing jobs, with an average salary of$70,789 with benefits, and investing $39.9
million to add 200,000 square feet onto the current facility. ABB chose to expand here following
its multi-state analysis of several competing locations, and due to financial incentive offers from
the State of North Carolina, Orange County and the City of Mebane. Orange County's $972,722
incentive was subsequently approved by the Board of Commissioners at a July 23, 2019 meeting
following a required public hearing. The Performance Agreement was signed shortly thereafter.
In December 2020, the Board of Commissioners approve a waiver to the Performance
Agreement's Section 6. B (Delay of Inducement Package Initiation) and approved a one-year
extension in the company's contractual requirement to achieve overall employment hiring and
investment goals over the first five years, resulting in a January 2026 agreement termination date.
ABB, Inc. has identified a misalignment with the due date of the employment reporting form used
to verify the job creation for the 4t" quarter 2025 and the current performance agreement
termination date. The North Carolina Tax and Wage Report (NCUI Form) is due to the North
Carolina State Unemployment Insurance Tax System (NCSUITS) by January 31, 2026. This
deadline creates a timing problem to complete all review steps and process payment before the
performance agreement's termination on January 31, 2026. As a result, the company has
requested an extension until March 1, 2026 to allow time for the submission and County review
of its final year reporting.
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FINANCIAL IMPACT: There is no additional financial impact to the County associated with
extending the termination date of the five-year incentive agreement with ABB.
ALIGNMENT WITH STRATEGIC PLAN: This item supports:
• GOAL 6: DIVERSE AND VIBRANT ECONOMY
OBJECTIVE 6. Provide workforce and business development resources to enhance the
skills of residents of the County.
RECOMMENDATION(S): The Manager recommends that the Board:
1) Approve the proposed amendment to the performance agreement between ABB, Inc. and
Orange County extending the termination date from January 31, 2026 to March 1, 2026;
and
2) Authorize the Manager to sign the performance agreement amendment.
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STATE OF NORTH CAROLINA
ORANGE COUNTY
PERFORA ANCE AGREEMENT BETWEEN ORANGE COUNTY,NORTH CAROLINA,
AND ABR INC.
This Performance Agreement("Agreement")made and entered into this the i day of ,202_by
and between Orange County,a body politic existing under the laws of the State of North Carolina
("County") and ABB Inc.,a U.S. operating entity of ABB 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.
Company's ultimate parent is a multinational corporation situated and headquartered in Zurich,
Switzerland. Company's North American headquarters in Cary,NC. Company's Facility shall expand
their existing electrical components manufacturing. 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 in Orange County.Accordingly,the term
"Company" as used in this Agreement refers to the entire group at such 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 City of Mebane, North Carolina have offered separate
inducement packages to the Company; and
WHEREAS,Pursuant to G.S. Section 153A-449, 158-7.1, 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, 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:
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.
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B. "Baseline Employment." Number of employees, 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 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 June 30,2020.
E. "Company." ABB, Inc. and includes its affiliates, successors, and assigns.
F. "Eligible Property." Includes(a)the Subject Property(as defined in Exhibit C,Legal
Description of Real Property),other real property in the County, 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 B,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 valued for the Baseline Valuation.
G. "Grant."An economic incentive grant to the County pursuant to Section 2 of this
Agreement.
H. "Inducement Grant." An economic development grant provided to Company for the
purpose of securing the Company's location of its manufacturing facility in Orange
County,North Carolina.
I. "Minimum Taxable Investment." The aggregate Qualifying Expenditures made by the
Company that Company anticipates will be made annually as reflected in Exhibit A and
verified by the Orange County Tax Assessor and which will be used for calculating the
annual Inducement Grant payment.
J. "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 in Mebane, Orange County,North Carolina in and on which
Company conducts its business and/or operations.
K. "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.
L. `.`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
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purposes, (d) all additions to any of the foregoing, and all replacements of any of the
foregoing in excess of$100,000.
M "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 is not subject tok an exemption or exclusion from Tax,that the Company
uses.
N. "State." The State of North Carolina.
a. "Subject Property." The property on which Company constructs and/or operates the
Orange County Facility.
P. "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.
Q "Term"or"Full Term." The duration of this Agreement meaning t\. ,2019 through
and including January 31,2025.
R. "Total Taxable Investment." The taxable value of all Qualifying Expenditures made by
Company in and to its Orange County Facility as of January 1,2025.
2. INDUSTRL4L 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 A in addition to 2019 assessments in real and taxable business personal
property as described in Exhibit B and Exhibit C. If the Company does not make the
Total Taxable Investment by on or before January 1,2025 (and as may be extended
below),the amount of the.Inducement Grants will be adjusted as provided in Subsection
2A3.
2. The Company shall achieve the Total Taxable Investment by January 1,2025.
3. If total increase of taxable investment falls below the Minimum Taxable Investment
levels, due to failure to meet the investment goals set forth in Exhibit A 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 a pro-rata
percentage of the shortfall. The Baseline Valuation shall be excluded from calculations
to determine whether the investment goals have been met.
4. In the event of the failure of the Company to make the Minimum Taxable Investment,
or to fill the applicable Jobs Minimum by an applicable date,the County in its sole
discretion may grant to the Company a reasonable extension of time to satisfy such
criteria,which grant of extension of time shall not be unreasonably withheld,or
otherwise agree to such other performance criteria that equate to a similar.economic and
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fiscal return to the County.Any such extension or extensions will extend the dates for
payment of Inducement Grant funds.
B. EMPLOYM—ENIT
1. On or bofbiv;December 31,2024,at least 403 persons will be employed in,`till-time
positions at the Facility("Jobs Minimum"). 'rhe number of full-time positions shall be
evidenced by one or more Quanerly Tax and Wage Reports(Form NC-UJ 101)filed
with the N.C.Employment Security Conu-nission.
2. During the Term and at the expiration of Us Agreement,the Company,and its
Affiliates,shall employ,at the Facility in Orange,County,new fulli time equivalent
employees in accordance with Exhibit A. Employees coun!Qd toward the total
numbers reflected in Exhibit A shall include only new employees of the Company
employed and located at Company's Facility in Orange County,North Carolina
provided such employees are employed Lq Orange County on a full time basis and are
eligible to participate in Company sponsored health insurance programs. For purposes
of this section"full time equivalent employees"shall be defined as actively employed
individuals and shaft not include vacant positions for which the Company is actively or
otherwise j=raiting and shall not include positions counted toward the Baseline
Timployment. 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 403 new full time equivalent employees shall be,
as of the last day of this Agreement,at the annual rate of Seventy Thousand.Seven
Hundred Eighty-Nine dollars($70,789.00).
Q.DEVELOPNff2-nGRANT PARTICIPATION- Where applicable,the Company agrees to
partner,through the corarn-itment to create new jobs,with Orange County and other applicable
agencies to apply for development grants that will improve anchor add water,sewer,road or
other necessary infrasUucture 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, GUARANTEM MINMUM LEVEL OF PERFORMANCE: The Company agyp�,&that its
minirvaumn level of performance pursuant to this Agreement shall be as set out in this SozAion 2.
Furthermore, Company agrees that failure to meet the min mum level of new employin ent as
reflected in Section 2B shall entitle the County to make reductions in inchicement installments
paid to the Company in an amount of Five Hundred dollars($500.00)per employee not hired as
reflected in Exhibit A. Company further agrees that failure to meet-the minimum level of direct
investment as reflected in Section 2A shall entitle County to makepro rata reductions in
inducement instaHments 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 tb---',,e.vel.of
performance with respect to minimum level of investment or minimum leve.,of new
emploWient as specified herein shall not be considered a breach of this Agreement.
Nothwithatanding the above reductions to the inducement installments paid to Company based
on faflu--e to meet the minimum levels of new employment in Section 2B in any year, Company
shall.bo entitled to such recoupment(in the same$500 increments)ir.Lhe event in following
-years that it not only meats the following year mirdnium levels of new mn- ployment.but makes
up any prior year's defi�its,
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E.8TA!rUr0RY Q01WLLkNQE: 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(jeneral Statutes and that should such statutory audiority be withdrawn by the
North Carolina General Assembly County may terminate d3is Agreement without penalty to
County anti without further compliance with this Agreeni(mt-
3. LNDUCEWNT PACKAGE
A�COUNTY LNDUCEMENT GRANT: Subject to the liutations set out herein the County,
upon execution of this Agreement,shall provide to the Company an Inducement Grant to offiet
Facility development,expansion,and acquisition costs in an amount esffiiiated at Nine Hundred
Seventy-Two Thousand Seven Hundred Twenty-Two Dollars($972,7212.00)payable in five
instailments . nie estimated annual amount of each year's grant payment is shown irk Exhibit A.
The first installment shall occur on fanuary3l.,2020 upon receipt of proof,as described in.
Section 5 of this.Aggreement,that the minimum employment.and investment numbers referenced
in Section 2 of this Agreement have been met and proof that all outstanding local property taxes
on the real and business personal property owned by the Company and located within Orange
County,for which a bill for such taxes has been issued to the Company,have been paid.
Subsequent annual installments will occur during the month of lanuary for the term of this
Agreement"rich the final installment occurring in January 2025. No installment shall be
required to be paid until such time as County receives proof of the payment of all outstanding
property taxes and verification of employment and investment levels has been submitted to the
County. Suiaject to Section 3C the fmal Inducement Grant amount shall bit determined based,on
the Company's Total Taxable investment at the time of the fmal inducement installment and
according to the formula in 3B.
B.TOTAL COUNTY CONLNfflIffiNT:The maximum amount of the Inducement Grant
payment is based on the Total Taxable hivestment by Company in an amount of Thhv-Ninc
Million Nine Hundred Thousand Dollars($39,900,000.00). The Inducement Grant payments
shall be calculated based on the Company's'Minimum Taxable Investment for the dme period
preceding the current Inducement Grant payment, County shall adjust the Inducement Grant
payinent amount according to the following forniula: Amount of investment divided by 100
mijItiplied.by the current ad valorem tax.rate(currently$0.8679 per$100 of valuation)
multiplied by 0.75 (percentage of inducement)multiplied by 5(number of years). Utilizing this
formula, and an estimate(if depreciation as outlined in Exhibit A, a taxable investment currently
estimated at Thirty-Nine Million Nine Hundred Thousand Dollars($39,900,000.00)would result
in an Inducement Grant in the amount of Nine Hundred Seventy-Two Thousand Seven Hundred
Twenty-Two Dollaks($972,722.00)payable in 5 installments. Subject to 3C below, in the event
the amount of taxable investment increases or decreases,the amount of itiducementshall
increase or decrease based on the formula specified herein,however the total amount of
induc-ement shall not exceed Nine Hundred Seventy-Two Thousand Seven Hundred Twenty-
Two Dollars($972,722.00).Further,this example assumes astatic Total Taxable Investment of
Thirty-Nine Million Nine Hwidred Thousaad Dollars ($39,900,000.00)throughout the 5 you
term. The formula specified herein shall be applied to the taxable investment annually during
the term to determine the actual amount of the 5 inducement installments.
C. MAX11MLIM COUNTY CON.fiWFUENT: The Inducement Grant SHALL NOT EXCEED
Nine Hundred Seventy-Two Thousand Seven Hundred Twenty-Two Dollars($972,722.00).
This is the maximum allowable inducement arnount based on.an estimated Total Taxable-
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Investment by the Company of Thirty-Nine Million Nino Hundred Thousand Dollars
($39,900,000.00). This maxi'mum.amount may be reduced based on lower then anticipated
investment by the Company.
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, confbim to all relevant North Carolina Statutes and/or 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 parties to this Agreement shall furnish the necessary reports and certificates
to verify that each party's respective goals are met.Acceptable forms of proof for taxable
investment shall be the records of the County'Fax Administrator. Acceptable fonns of proof of
payment of taxes shall be in the form of cancelled checks,and receipts of payment from the
County TaxAdministrator. Acceptable fonns 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 Get payment,the
Company shall allow repi-esentatives 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.
6. REWDY
A. INDUCETMENT 1LACKAGE: If the County does not meet and maintain the terins set forth
in the inducement package,the Company has the option to the rights set forth in Section 11A of
this Agreement upon thirty(30)days written notice to the County.
B. DELAY OF INDUCEMENT PACKAGE INITIATfON: If the Company believes that it will
not meet c-inployment and investment goals that are to be met pursuant to this Agreement by
June 30,2020,the onset of this Agreement may be delayed tip to one(1)year,at the option of
the Company. Written notification of the exercise of thi"s option to delay onset must be received
by the County no later than June.30,2020. In that event this Agreement shall initiate no later
than June 30, 2021 and shall expire no later than January 31,2026. In the event the employment
and investment goals are not met due to causes beyond the control of the Company,the period in
which such employment and investment goals are to be met may,upon written notice to,and
agreement by the County, be tolled by the period:of such delay,up to one(1)year,caused by
such causes beyond the control of the Company(for purposes of this Section 6B causes beyond
the control of the Company are limited to delay in completion of public works construction such
as access road, utilities,water,and sewer lines). -Notwithstanding anything else herein the
Commencement Date shall not be beyond June 30, 2022. If Company cannot meet this deadline
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this Agreement shall terminate automatically without tault or further obliga on
, ti to CQUnty.
Company giall remain free to negotiate a now incentive agreen-icait with County based on new
terms and tinielines-
.C. INVESTWNT AND EMMOYMENTPACKAGE: If the Company does not meet and
maintain either the investment or employment goals within the annual firrietable set Nth in is
Agreement,and does not opt to delay the onset of this Agreement as described above,thtn the
county will reduce the annual ins W- 1ment payment as set-forth in Section 2D of this Agreement
until such fime as the Company once again incets both the investment and amployment goals.
Reduction shall be computed based on the percentage of the goal not met. In(Yrdox to quo"if
�. y for
thefoll reimbuisement,including reoovery of any prior reductions,both investment and
emp-h,)yrnc,n-t must tricot or exceed fixe minimum standards outlined above prior to the nebaO
tonwnation of this Agreement.
7. SENTIRAM-IfIry
If any term or provision of this Agreenitmt is held to be illegal,invalid,or unenforeeabl�a,the.
legality- val.idity,oreaL,--;,-ability o f the,remaining terms, or pro-ci-s i ons of this Agreorn e P,IV-s P.a fl,
not be aft;zf-td thereby;m,,.,d in lieu of such illegal, invalid or uneriforceable term or pmvisicrn,
there exiall be added by mutually agreed upon written amendment to this Agreement,alegul,
valid,or vnforxable term or provision,as sizn:dax as possible to the term or proviision�Re.clarcxd
illegal, jrnral I J,cr unenforceable.
"N 11`0 'LOCAL Go"VE"N"', �Ip N'T W
S, IMPI-11UNCE WF1UE'Tff1E 141 J'J)GF,f AMit; CAL COXYROL
AC-T OF XUkRTH Q4kR'0J[XN---i GEN'ER A),YKATV?',"'!"'S
All appropriations ane, pursuant to this Agm�nient shall be subject to ffie provisions
of the Local Government Pudga and Fiscal Control Act of the North Carolina General St.situN-'s
for cities and counties and shall be listed in the annual report submitted to the Local Grovermient
Coinmiss-ion by 6-1 County.
RMOU"PION' YC,�RVM
GOVE
This Agreement shall be and constmed by the Laws of the.State of North Carolina.
Any action brought to enfi)me;or contest any term or provision of rhls A,,;oo,T
mtrit shall be
brought
C-
brought in the North Carolina General Court of Justice sitting 'go County,'Noith
Carolina. The Parties hereto stipulate to the jurisdiction of said court, It is agreed by ffi,,,
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 eldier natty,however,
the parties may agree to tionbinding mediation of any dispute prior to the bringing of a claim,
complaint, suit or action.
0, INDEMNNTICATION
The Company hereby agrees to indemnify, protect wid save the County and its officors,
dim-ctor3, and e.m.ployces harmless Rom all liability,obligations, losses, claim,", damages,
actions,suits,proceedings,costs and expemes, including reasonable attomeysfees,arising
out of, connected with, or resulting directly or indirectly from the business, construction,
maintenance, or operations of the Company or the Facility or the transactions contemplated
Page 7 of`20
by or relating to this Agrwment, including without limitation,the possession, condition,
construction or use ther�of,insofar as such matters relate,to events subject to fee control of
the Company and not the County. The indemnification arising shol',
svxvive the Agreement's termination'.
IL TEW0,11NAXION
A. Q01T Upon Company's meeting its Employment and Investment obligations asset
out in Section 2 above and upon Company's cerhfication to such and uert:fi,:ation of the
payment of all real and personal proporty taxes, asset out in Section 5 above,then upon the
occurrence of any of the ibllowirg events,the Company shall have,41.�option of terminating
this Agreemeot', Failure of the County,to provi=de the initial inducement installment as
provided in Section 3 of this Agreement, or, under the sarre Iircumstanccs;failure of the
County to make ftiture inducement installments, as provi&d for in.Se6tion 3 of this
Agreement. Should the Company y.xrmcise its option to umit,i�atc this Agreement,pursuant to
tWs Section for f�flvre by the County,did,Company%hall be entitled to retaLn Ah'Am&paid to or
for the benefit of fqe Company pursuant to dds Agreement. On the other band,should the
Company tarniirceix tlAs Agreement for emy reason other[loran the default by the County to
provide for any inducement insWhnent to the Company,-ffiv,Company shall repay to the, -
County all funds paid to or for the benefit of the Company pursuant to this Agt°Fnenxont.
Thereafter,the County sball have no flusher obligation to make inducement hasWitnents
annwd1yorothe_,r,v1sr.-. Any%ucb termination of this Agreement by the Conapay shall be ffi
writing and shall r2tt notice requ-4,ements as set out herein.
13. COUNTY: The County shall have the option of terminating this Agreemam_upon any
Abandowncnt of Operations by the Company, without penalty or further ob0gation to tb5
County,whieb option shall be executed by giving written notice to the Company.
Abandonment of Opvrations shall be defined as,a period in exem of eight(8)weeks during
which the Company's level of Fuji Time Fqi,.melalent Employees or Direct Investment goes
below thirty percent(.30%)of the gimrartwd-mumbnurn levels of performance commitwcains far
,Z,t1)er Full Time Equivalent Employees or D.11rctInvest ment as r.,efle'--ted in Section 2 above.
Notwillsinn.diug the foregoing,if the aforesaid decline in the n=,ber of full time equivalent
mriployms or the.Company's failure to make tho required direct inve-Aments is attributable to an
c ve-tail national economic decline(as such may be recognized by the United States Bureau of
Labcr Stagy stics),this shall not be.&emod an aNwdonn-,tnt of operatiow entitling the(ounty to
to ninate,thisAgreement,and 1ha Company sEall not b�deemed in defy-j,111,hi such event,the
Copaf)zmy's and the County's obligations shall-be,,s-jsper,&d for one year w0 resume thereafter.
If after ane year the aforesaid decline confiiraes flie County may declare an Aband(nment of
Operaiioas and proceed as set foith hereim
Q, NATUJUL: in any event,the above tetm-s notwithstanding,this Agreement shall
tern umate upon the 31"day of January of the year in whieb the final flumicial inducement
installment is made.
12. I_XVHfXf10,N OF COUXTY'S OBLIGA110N
NO PROVISION OF THIS AGREETNIENT SHALL BE, CONSTRUED OR
INTERPRETED A.S CRFATING,A PLFDGE OF THE FAIIR AND CREDfr OF
IWE COUNTY WITHJN THE MEANING OF ANY CONSTITUTIONAL DEBT
Page 8 of 20
LEMIr-ATION. NO PROVISION OF THIS AGREEMENT WALL BE
CONKRUED OR LNTERPIRETED AS DELEGATING GOVERNMENTAL POWERS
NORIMSA DONATION OR A 1,F,.NTDJNLG OF THE CREDIT OF THE COUNTV
Wrf WN TTff-,MEANING OF THE STATE CONSTITUTION.
THL9 ACAKFAWNT S"X NOT JD:IRFCTLY OR T"MECTLY OR
CONTINGENTLY OBLIGATE THE COLTNIY TO MAKE ANY PAYMENTS BEYOND
THOSE APPROPRIATED IN THE COUNrY'S SOLE DISCRETION FOR ANY
M- WAL YEAR IN VaRCH THIS ACrREFMFNT SMALL BE IN EVFFCT.
NO PROVISION OF THIS AGREEWNTSHALL BE CONSTRUED TO PLEDGE
OR TO CREATE A.LIEN ONAINY CIASS OR SOURCE OF THE COUNTY"S
NIONEYS,NOR SMALL ANY PROVISION OF THRAGRE,EMENFRESTRICT TO
A-NY EXTENT PROMBITEDDY LAW,A-NY ACTION[OR RIGHT OF ACIJONI
ON THE PART OF ANY FUTURE COUNTY GOVERNING BODY.
TO 111E EXTENT OF ANY CONFLICT BETWEEN' THTS ARTTCLE AND A--N-Y
OTIfER PROVISION OF TINS AGREEMENT,TFUSARTICLE SHALL TAKE
YRJOR-UrY.
13. LIABILITY OF P`1JBJJC 0PMQkS
No officer, agent or employw,ofthe County or the C(ympanyshall be,subject to wiv personal
liability or acwtintability by reason.of the execution of this Agreement or any other
documents related to the transactious contenip)ated here-by. Such officers,agent,or
employees shall ba deerned to execute such docurn.onts in their official capacities only;and
not in their individaaJ capacities, This Section wall not relieve any such offloo,r, agent or
employee froze the perfbimance of any official duty provided by law.
14. MISCELLAISMOUS
A.F,,N'DKF, AGREEWENT: This AMement, including rill exhibits attaohe(L constitutes The
entire contract between the partiei,and this Agreement shall not be mneudcd except in
Nwiting signed by the Pm-ties.
B.DINDINTO EFFECT: Subject to the speoific provisions of this Agreement,this
Agmement shall be binding upon and inure to thQ tviaefit of and be enforceable by the
Pardes and their ivspective successors mid assigns,
TE\IF,: Time is of the essence bi this Agreement and each and all of its provisions.
D. CO'NSTRUCITON; Nothing in tis Agroementshall be con ti to the effect th,at the
County has any right to influence the Company's business decisions or to receive business
hiforniation from the Company(except as expressly provided in SoWon 2B and Section 5
hereof).
E. SIGNATUTEa, This Agreatnent together-vvitb any-amendments or modi9cations may be
executed electronically. All electronic signatutes affixed hereto tyvidenrc Vie intent of 1he
Parries to comply with Article 1:1A and Article 40 of Norili Carolina.General Statute Chapter 66.
Page 9 of 20
F. AUU-IORITY: 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,
Q. 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 execution of a party's obligations impossible.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. COMPLLANCE 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, gender,gender identity, gender
expression,marital status,farnilial status,source of income, disability,political affiliation,
veteran status, and 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
any agent or subcontractor, on the list created by the North Carolina State Treasurer pursuant to
Articles 6E and 60 of Chapter 147 of the North Carolina General Statutes.
116.NOTICES
Any notices pursuant to and/or required by this Agreement shall he in writing and shalt be
delivered via United States Mail,certified,return receipt requested:
If to Orange County; If to ABB Inc.;
County Manager Allan Wells
200 S. Cameron Street Director of Indirect Taxes
Hillsborough,NC '27278 ABB Inc.
Page 10 of 20
13
345 Gregson Drive
Cary,NC 275111
Any addressee may designate additional or different addresses for communications by notice
given under this Section to the other Party.
Page 11 of 20
14
AGREEMENT REVIEWED AND ACCEPTED BY:
esi en Attest:
ABB Inc.
r
ABB Inc. Atte t:
4, 64—
AkIr Attest: Donna Baker
Orange Cour Board of Commissioners ClerIf to the Board
Orange County Commissioners
This ir4trum s been pre-audited in the manner required by the Local Goverru hent Budget and
Fisca ontr I t.
Chief r
a1O�icer
Approved as to fa d legal sufficiency.
ce of the County Attorney
Page 12 of 20
15
EXHIBIT A- PROPOSED ORANGE COUNTY INCENTIVE
COMPANY $391900,000 TAX RATE !$0-8679 , <
•..s 403 75% of new property tax far 5 years
AVERAGE WAGEONO
$70,789 DEPRECLATION RATE 10%
Yr 6 4 1 ! (2027l + M 0- -
Real $5.000,000 $21,600,000 $24,300,000 $24,300,000 $24,300OD0 $24,300.000 $24,300,000 $24,300,000 $24.300LMO $24.300,000 524.3D0.000 $24.300.000
Pers Prop Yr 1 $200,000 $180;000 $152,000 $145,800 $341,220 $11.8.095 $106,288 $95,659 $735,093 $77,485 $59,736 5200,000
Pers Prop Yr 2 50 $10,200,000 59,180,0051 $8,262,000 $7,435,800 $6,692,220 $6.022.998 $5,420.693 $4,873.623 54,M9 7f6 43.951.589 $10,200,000
Pers Prep Yr 3 $0 50 $5,200.000 $4.68471000 $4.160.000 $3,640,000 $3.120.00[] $2,600,000 52.080,000 51,560,000 51,040.000 $525 .000
Pers Prop Yr 4 Sfl $0 $0 $0 $0 $0 50 5D $0 $0 $0 $0
Pers Prop Yr 5 $fl $0 $0 $0 $0 50 $o $0 50 5I 50 so
Pers Prop Yr 6 $0 $0 50 $0 50 $0 $0 50 $D $w $D $o
Pers Prop Yr 7 5o 50 Si SO aQ $0 $0 O SO S S= S0
Tax Value 55 X04.000 551--98:00 $-=S S-:=1 S37 H7 SS' 536.027.020 $34,750.318 533.549.286 542,416,358 $31,344,72_ S.,� 35=M_5 S599=1
+ - r [202,91 Total
Property Tax $0 $45131 $277.,554 $337,110 5324,459 $312,679 $301,593 $.291,134 $281.342 $272,041 $253;319 52,708.336
Incentives $0 -$33,948 -$203,266 -5252832 -S245.367 -S234,5r19 SO 50 $S} 50 Sw -5972,722
Annual Net 5o $11283 $64.339 $7:-:77 _ _ $73.170 $301.598 5291..?: $281.342 S272,fl41 S265::9 S-733.£14
Cash Flow 5o $11.2$3 $30.671_ 5--s-5-!; S: cv?_ $313?,: S6'_S,E35 Sa 7 ,3 51192.55= S1.47D395 $17.3-_3
51,5"W.DIDD
s%6COA0
51,4570;OO�a
51,2747,000 -
$1fl510.000
58570,000
sm.000
S400,OCC
52M.Ow
Yr1P019] Yr2CM20) YY9(2021.) Yr4r;;:: Yr=::.:_3! Yr6[2024Y Yr 7120251 Yrar102f+1 Yr9PDVY YrlI0=81 Yi-nf-1025)
1 Amts!fife -Casr FiOW
0 IN 274 s a s n 0 0 0 0 403
16
EXMBIT B —BUSINESS PERSONAL PROPERTY
Parcel Identification Number 9834088521
Address 6801 Industrial Drive, Mebane,NC:27302
2019 Change County Personal Property Value $7,192,268
17
EXHIBIT C —DESCRIPTION OF REAL PROPERTY
Parcel ldentffication Number 9834088521
Address 6801 Industrial Drive, Mebane,NC 27302
Acreage 100.75
Building Size 400,000 SF
2019 Orange Coury Real Property Value $12,889,300
18
211TIYMkT4PQ k3660 k�
Bk:X63&3 Py:392
7i� iP127�SPPT k12:20:W Fn ff6 1
FIlID ILrk Ch11.lm A
pRry3vk o<Pe�aa,Orange Go i>ti�
MC ital�alili-Tx�'�p0
P_epared by. Richard J. Archie
WHITE & ALLEN, P-A.
Mail to: Melissa ffeyrowita
Weil, Gotshal s Manges LLP
167 Fifth Avenue, New York,
NY 1oi53
L�roperty was/was not Grantors primary residence
NORTH CAROLINA
SPECIAL WARRANTY DEED
Orange
Excise Tax: Exempt, pursuant to NC
statute §105-228,29
Parcel No_: 9834087459 (Tract 1) and
98341895988�(Tract 2)
711 —
1
THIS DEED, made this 27th day of June, 2017, effective as
of August 1, 2017 ("Effective Date'), by GENERAL ELECTRIC COMPANY,
whose address is 1 Diver Road., Schenectady, New York 12395,
Grantor.; to INDUSTRIAL CONNECTIONS & SOLUTIONS LLC, whose address
is 4200 wildwood Parkway, Atlanta, GA 3x334, Grantee;
W I T N E S S E T R:
That Grantor, for a valuable consideration paid by
Grantee, the receipt of which is hereby acknowledged, has sold, and
by these presents, does, as of the Effective Date, grant, bargain,
sell and convey unto Grantee, his/herltheir heirs and assigns, that
parcel of land lying and being in MEBANEIORANGE County, North
[349V64U707L�75EA6&'Il
WER71M1TR4116.R,aLa.iOPT
suhnl tied elect ronl tally by`xennoa[raver. PLL['
in coRplla nce with North Carolina statutes governing recordable ffacurents
and the terns of the subH star apreeaent vl th.she orange county Reglster of weeds.
Catalina, and ;sore ,articularly described on Exhibit A attached
hereto and incorporaaed harem by reference. h
This property was conreyed t* Grantor by Deed recorded in 7
the above named County Registry in Back 223, Page 732: Beek 220,
Page 829; Book 2Z8, Page 1031# Book 232, Pane 586: Bonk 232, Page g
590: and Book 241, Page 1432.
TO HAVE AND T40 IMM the aforesaid parcel of land and all �
privileges and apeurtenances thereto belonging to the Grantee in
fee sivm_le,
And the Grantor covenants with the Grantee that Grantor
has done nothing to impair such title as Grantor received, and
Gzantor will warrant and defend the title against-the lawful claims
o€ all persons claming by, under or through Grantor, sub;ect to
taxes and other assessments, reservations in patents and all
easements, rights-of-way, encumbrances, liens, covenants,
eond:.tiQns,
restrictions, Obligations ane liabilities, and. such �
additional exceptions as may be hereinafter stated. Title to the
property hereinabove described is subject to tha follcvinq
additional exceptfona:
None,
The +3esignaticn Grantor and Grantee as used herein shall
inelLde said parties, their heirs, successors and assigns, and
shall include singular, plural, masmaine, teriiriine or neuter as
WTLCwE ) t
ee M
f
4k}
1
20
h k IN mi11151Ill
RE 636 14
required by context. Grantor makes no other representations or
warranties of any !kind or nature, statutory express or implied. 1
[REMAINDER OF PAGE INTENTIONALLY LEFT BUISKI
i
[7co[roaox3 u i idd}nsR 1
a
waa�etrm�•mm�an±m
W WITNESS WHEREOF,Granlor has duly exemled itte foregdrg as oa Lhe day and year first ZOle w tten-
GEXERAL EI TMC CCMIPANY,
a Now York cogmratioi
By.
Name;Au apcTe
7ilz AulBtoa¢edSlgnay
a
ACKNOWLEDG_mENT
STATE OF ODN NECTIOIJT
COUNTYOF €dLr,T- ) I
I
CnEhe �- dayaf —�fAA-f, 2017,Seforeme,Meundamlg3ad,perennalyappeared Aga Sowaonre, l
who adrrtna"ed limselGherselr to be +�S'7gneroy od Generai Eleab Compaq.a=gmrekan,and that
be,tte.as such Aultodtod Signat .being eri4horiaed so to do,executed nted the kr rsgoing�m6r,menu fur the purposes f
Isweln contained by si Ori the nar*z of Um carporalipn by Authorized.Signatory.
inxelnssswhereo!1 eerauntosetmyharA
tdof y Pabfie !`V�oyr
!Date Commbsion Expk w •U
3a4'1
J�!EC��` t
+E�f 1l if ltitt�
[ar�reiure aria W FfiyFsilP7.�ra.9ty csx!tasenane,NcaSh.GaaolllaeA
3
22
I
6Ra1 a
I
t7tl,lBlfi A
LYW and befrG more PartkzrtargrdesVtedasfollows_
IORACT I- �y
EEI et of that of land,contaai A&.753 acres,more or lass,labeled as"S er Casement Plat
pr Periy trf C urefal Ulric Cn"and shaven on lhat Plat data f Ju y f3,20f f try Jaffray P.47R>fams,PLS. I
and Mwp*WinPlatt3cxikipg,Page 15,Of eaftheRegisteroMeedsofOrangecounty.NorthCarofi7a,
b6ng most ofthe KEP"eanveyed m DOW Book 22d.page 731.Gtff ee ofthe RegWerof Daeds of CJrarrge 11
Camfy,Horth Carolina.
TRACT 2:
Being all of that bract of land.cwa0kq 4 acres,more or lass,r*hkIg the lends of AAeQK Worrarn
Hinman and C(Uhai t and more parflcuWlr described in the deed Moarded In Beak 61.Page 47,4 Wmx of
the Register of Deeds of Orange County,Worth Carolina.See also peed Book 236,Page 7a4 and Geed
Bock 241.Page 1432.Office of the RegWar of Deeds flP Orange Ccanty,North Cambia.
po�GSAi��Nr7dWdult
5
DocuSign Envelope ID:2C7B9065-AD83-4DC4-AF51-8C664CD03B51
23
NORTH CAROLINA
CONTRACT AMENDMENT
ORANGE COUNTY
THIS CONTRACT AMENDMENT ("Amendment") is made and entered into this 25th day of April, 2022 by and
between ORANGE COUNTY(hereinafter referred to as "County") and ABB,INCORPORATED (hereinafter referred
to as"Provider").
WITNESSETH:
THAT WHEREAS, the County and Provider entered into a contract dated July 26, 2019, (hereinafter the "Original
Agreement"), for the provision of services for incentivizing the Company's investment in Orange County; and
WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and
conditions of the Original Agreement not inconsistent with the terms and conditions set forth below.
NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to
amend the Original Agreement as follows:
1. Pursuant to the terms of Section 6B the Commencement Date, as defined in Section ID is amended to June
30, 2021 and the expiration date is amended to January 31,2026.
2. Except for the changes made herein,the Original Agreement shall remain in full force and effect to the extent
it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original
Agreement and the terms of this Amendment,this Amendment shall control.
IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above
written.
ORANGE COUNTY PROVIDER
D—Sig.e by:[j0o6t3n]9�94iB�t5D..Sig-d by:
�aww,/ 4/28/2022
.. 4/26/2022
5E417 �945C
Bonnie Hammersley Michael Gray
County Manager President/CFO
ABB, Inc.
Eoocusigned by:
�*& 4/26/2022
EEAE5281 F6F846E__
Bridget Smith
Secretary
ABB, Inc.
Revised 06/21
DocuSign Envelope ID:2C7B9065-AD83-4DC4-AF51-8C664CD03B51
24
ORANGE COUNTY-DEPARTMENT USE ONLY
Party/Vendor Name: ABB, Inc. Party/Vendor Contact Person: Michael Gray Contact Phone: Party/Vendor Address: 305
Gregson Dr. City Cary State: NC Zip: 27511 Department: Economic Development Amount: Purpose: Performance
Agreement Budget Code(s): Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No❑ Contract
Type: (Check one)New❑ Renewal ❑ Amendment ® Effective Date 4/25/22 Approved by Board Yes®No❑ Agenda Date:
12-7-2020---For Section XIV. c. contracts only,Approved by Board in Current FY Budget Yes[—]No❑
This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has
not been initiated prior to execution of the agreement:
DocuSi,ne by:
Department Director's Signature[" $"""� Date:4/26/2022
318D4EFACIBE410,.,
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have
already begun or been completed please briefly describe the nature of the emergency condition that was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to
information technology content and specifications:
Office of the Chief Information Officer Date:
Risk Management
This agreement is approved for sufficiency of insurance standards,specifications,and requirements:
D s e d by:
e 4/26/2022
{`� [Ks. �owu,{1-Office of the Risk Management Ofllcer ,FDCF9176890498_ Date:
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
D 5i9 dby: 4/28/2022
�.,�G�.�
Office of the Chief Financial Officer[ Date:
1D4E5181ACC1409_.
Legal Services
This agreement is approved as to legal form and sufficiency:
D S9 dby: 4/28/2022
13b
Office of the County Attorney_ Date:
EAA3D33ED8A8465...
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board Date:
Revised 06/21
25
NORTH CAROLINA
CONTRACT AMENDMENT
ORANGE COUNTY
THIS CONTRACT AMENDMENT ("Amendment")is made and entered into this_day of , 20_by
and between ORANGE COUNTY(hereinafter referred to as "County") and ABB,Incorporated (hereinafter referred to
as"Provider").
WITNESSETH:
THAT WHEREAS, the County and Provider entered into a contract dated July 26, 2019, (hereinafter the "Original
Agreement"), for the provision of services for incentivizing the Company's investment in Orange County; and
WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and
conditions of the Original Agreement not inconsistent with the terms and conditions set forth below.
NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to
amend the Original Agreement as follows:
1. In order to ensure the completion of the Services identified in the term of the Original Agreement it is
amended to reflect an end date by which all Services shall be completed to March 1,2026.
2. Except for the changes made herein, and in the July 26, 2019 contract amendment, the Original Agreement
shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there
is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment
shall control.
IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above
written.
ORANGE COUNTY PROVIDER
Dave Odom
U.S.Vice President- Tax
County Manager ABB,Incorporated
Revised 01/24