Common use of Documentation from the Company Clause in Contracts

Documentation from the Company. 3.1 In connection with each request for a Grant payment, the Company shall deliver to the Town’s Finance Director a performance letter (each, a “Performance Letter”) on or before January 31 of each Grant Year, certifying that (a) the Company, and to the best of the Company’s knowledge, the Developer have satisfied the requirements enumerated in Section 2; (b) that at the date of the letter, the Facility has been substantially completed in accordance with the established timeline, a Certificate of Occupancy has been issued therefor, and the Facility is in operation. If the Company does not meet all of the conditions required to be certified in the Performance Letter, the Company shall not qualify for a Grant payment for that calendar year. Upon the request of the Town’s Finance Director, the Company shall present to the Town such evidence as may be reasonably requested to confirm the facts in the Performance Letter, especially those relating to employment. The Company also authorizes the Town Finance Director to request and receive information from the N.C. Department of Commerce to verify the information contained in the annual Performance Letter. To the full extent allowed by law, such requested evidence shall not be considered a public record, shall be kept confidential and shall remain the property of the Company to be returned after the Town’s review. 3.2 The Town, through its auditors, shall have the right, upon reasonable notice and during normal business hours, to inspect, audit, examine and copy corporate records pertaining to capital expenditures made in respect of the Facility and the wages paid to the Company’s employees. All records revealed by the Company to the Town’s internal or external auditors are not “Public Records” as that term is defined by N.C. Gen. Stat. § 132-1, and shall remain confidential and may be used by the Town only for audit purposes to the full extent allowed by law. 3.3 The Company acknowledges that it has been informed by the Town that the Town is required by law, upon request, to disclose Public Records. Notwithstanding the immediately preceding sentence, the Town acknowledges that some or all of the information made available by the Company to the Town pursuant to this Agreement may be exempt from disclosure as a Public Record pursuant to N.C. Gen. Stat. §§ 132-1.2 and/or 132-6(d), and that all such information may be proprietary. Some or all of the information made available to the Town pursuant to this Agreement may be designated by the Company as confidential and as a trade secret at the time of disclosure to the Town. The Town, to the fullest extent allowed by North Carolina law, will hold such designated information as confidential. The Town shall, if it receives a request for disclosure of any such information, notify the Company of such request so that the Company may defend any claims or disputes arising from efforts of others to cause such trade secrets to be disclosed as a Public Record, and the Town shall refrain from making any such disclosures unless or until it (a) receives the Company’s written permission to do so; or (b) is compelled to do so by the final order of a court of competent jurisdiction. The Company shall have the right to direct any litigation of such dispute and shall indemnify the Town for any legal fees and expenses incurred by the Town in opposing such request for disclosure. The Company acknowledges that the Town has satisfied the disclosure requirements set forth in N.C. Gen. Stat. § 132-1.11(b).

Documentation from the Company. 3.1 In connection with each request for a Grant payment, the Company shall deliver to the Town’s Finance Director a performance letter (each, a “Performance Letter”) on or before January 31 of each Grant Year, certifying that (a) the Company, and to the best of the Company’s knowledge, the Developer have satisfied the requirements enumerated in Section 2; (b) that at the date of the letter, the Facility has been substantially completed in accordance with the established timeline, a Certificate of Occupancy has been issued therefor, and the Facility is in operation. If the Company does not meet all of the conditions required to be certified in the Performance Letter, the Company shall not qualify for a Grant payment for that calendar year. Upon the written request of the Town’s Finance Director, the Company shall present to the Town such evidence as may be reasonably requested to confirm the facts in the Performance Letter, especially those relating to employment. The Company also authorizes the Town Finance Director to request and receive information from the N.C. Department of Commerce to verify the information contained in the annual Performance Letter. To the full extent allowed by law, such requested evidence shall not be considered a public record, shall be kept confidential and shall remain the property of the Company to be returned after the Town’s review. 3.2 The Town, through its auditors, shall have the right, upon reasonable notice and during normal business hours, to inspect, audit, examine and copy corporate records pertaining to capital expenditures made in respect of the Facility and the wages paid to the Company’s employees. All records revealed by the Company to the Town’s internal or external auditors are not “Public Records” as that term is defined by N.C. Gen. Stat. § 132-132- 1, and shall remain confidential and may be used by the Town only for audit purposes to the full extent allowed by law. 3.3 The Company acknowledges that it has been informed by the Town that the Town is required by law, upon request, to disclose Public Records. Notwithstanding the immediately preceding sentence, the Town acknowledges that some or all of the information made available by the Company to the Town pursuant to this Agreement may be exempt from disclosure as a Public Record pursuant to N.C. Gen. Stat. §§ 132-1.2 and/or 132-6(d), and that all such information may be proprietary. Some or all of the information made available to the Town pursuant to this Agreement may be designated by the Company as confidential and as a trade secret at the time of disclosure to the Town. The Town, to the fullest extent allowed by North Carolina law, will hold such designated information as confidential. The Town shall, if it receives a request for disclosure of any such information, notify the Company of such request so that the Company may defend any claims or disputes arising from efforts of others to cause such trade secrets to be disclosed as a Public Record, and the Town shall refrain from making any such disclosures unless or until it it (a) receives the Company’s written permission to do so; or (b) is compelled to do so by the final order of a court of competent jurisdiction. The Company shall have the right to direct any litigation of such dispute and shall indemnify the Town for any legal fees and expenses incurred by the Town in opposing such request for disclosure. The Company acknowledges that the Town has satisfied the disclosure requirements set forth in N.C. Gen. Stat. § 132-1.11(b).

Documentation from the Company. 3.1 In connection with each request for a Grant payment, the Company shall deliver to the Town’s Finance Director a performance letter (each, a “Performance Letter”) on or before January 31 of each Grant Year, certifying that (a) the Company, and to the best of the Company’s knowledge, the Developer have Company has satisfied the requirements enumerated in Section 2; (b) that at the date of the letter, the Facility has been substantially completed in accordance with the established timeline, a Certificate of Occupancy has been issued therefor, and the Facility is in operation. If the Company does not meet all of the conditions required to be certified in the Performance Letter, the Company shall not qualify for a Grant payment for that calendar year. Upon the request of the Town’s Finance Director, the Company shall present to the Town such evidence as may be reasonably requested to confirm the facts in the Performance Letter, especially those relating to employment. The Company also authorizes the Town Finance Director to request and receive information from the N.C. Department of Commerce to verify the information contained in the annual Performance Letter. To the full extent allowed by law, such requested evidence shall not be considered a public record, shall be kept confidential and shall remain the property of the Company to be returned after the Town’s review. 3.2 The Town, through its auditors, shall have the right, upon reasonable notice and during normal business hours, to inspect, audit, examine and copy corporate records pertaining to capital expenditures made in respect of the Facility and the wages paid to the Company’s employees. All records revealed by the Company to the Town’s internal or external auditors are not “Public Records” as that term is defined by N.C. Gen. Stat. § 132-1, and shall remain confidential and may be used by the Town only for audit purposes to the full extent allowed by law. 3.3 The Company acknowledges that it has been informed by the Town that the Town is required by law, upon request, to disclose Public Records. Notwithstanding the immediately preceding sentence, the Town acknowledges that some or all of the information made available by the Company to the Town pursuant to this Agreement may be exempt from disclosure as a Public Record pursuant to N.C. Gen. Stat. §§ 132-1.2 and/or 132-6(d), and that all such information may be proprietary. Some or all of the information made available to the Town pursuant to this Agreement may be designated by the Company as confidential and as a trade secret at the time of disclosure to the Town. The Town, to the fullest extent allowed by North Carolina law, will hold such designated information as confidential. The Town shall, if it receives a request for disclosure of any such information, notify the Company of such request so that the Company may defend any claims or disputes arising from efforts of others to cause such trade secrets to be disclosed as a Public Record, and the Town shall refrain from making any such disclosures unless or until it it (a) receives the Company’s written permission to do so; or (b) is compelled to do so by the final order of a court of competent jurisdiction. The Company shall have the right to direct any litigation of such dispute and shall indemnify the Town for any legal fees and expenses incurred by the Town in opposing such request for disclosure. The Company acknowledges that the Town has satisfied the disclosure requirements set forth in N.C. Gen. Stat. § 132-1.11(b).