2012-384 EDC - Town of Chapel Hill - Interlocal Agreement Support of Business Incubator $140,000

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STATE OF NORTH CAROLINA INTERLOCAL AGREEMENT COUNTY OF ORANGE S� This INTERLOCAL AGREEMENT("Agreement")is hereby made and entered into this the day of 'L. ,2012,by and between ORANGE COUNTY,hereinafter referred to as("County"), and the TOWN OF CHAPEL HILL, hereinafter referred to as ("Town") pursuant to N.C. Gen. Statute 160A460 et seq., 160A-17.1 and other applicable laws. WITNESSETH: WHEREAS, County and Town desire to enter into a partnership whereby local startup businesses have more opportunities to remain in Orange County and Chapel Hill. NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein, the parties hereto agree as follows: 1. County Grant. County shall grant to the Town $140,000. This grant shall be payable quarterly in installments of ten thousand dollars ($10,000). Town acknowledges and agrees the full amount, which shall not exceed $140,000, shall be expended by Town for the sole purpose of establishing a small business incubator/joint working space at 321 West Rosemary Street, Suite 110, Chapel Hill, North Carolina (the "Small Business Incubator"). County and Town agree this grant is the full extent of the County's contribution. Town shall be responsible for conducting any statutorily required public hearing prior to the expenditure of any grant funds. 2. Town Obligation. Town shall be responsible for payment of the rental obligation of the Small Business Incubator property using the County grant, together with Town resources, in order to maintain the property's availability for lease and sublease as a Small Business Incubator. 3. Term. The term of this Agreement shall commence the year and day first above recorded and shall continue for a period of forty-two(42)months. 4. Reporting. Town shall on or before July 1 annually during the term of this Agreement provide a report to the Orange County Manager detailing the expenditure of the grant funds described in Section 1 above. Upon request by County,Town shall provide County with any audit or underlying documents necessary to verify the contents of the annual report. In the event such report or documents are not provided County may suspend grant installments until such time as the report or documents are provided. 5. Force Majeure/Emergency Non-Appropriation. In the event Town or County should be delayed in, or prevented from,performing or carrying out any of the agreements, covenants, or obligations made by, and imposed upon, said Party by this Agreement, by reason of or through any cause reasonably beyond its control and not attributable to its neglect, including but not limited to condemnation, order of any court granted in any bona fide adverse legal proceeding or action, explosion, fire or other act of God or public enemies, and/or emergency non-appropriation, then,in each such case or cases, the affected Party shall be relieved of performance under this Agreement. 6. Termination. The County and Town may terminate this Agreement upon mutual written agreement approved by the County's and Town's managers. Either County or Town may terminate this Agreement upon a material breach by the other. Material breach includes but is not limited to the failure by Town to expend grant funds as required by this Agreement. Effective the date of termination any termination of this Agreement relieves County of any further responsibilities or obligations established by this Agreement. 1