2015-664-E Co. Mgr. - Town of Chapel Hill interlocal agreement for small business incubator

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DocuSign Envelope ID:OCED799C-A8EC-4781-8322-855CF5C6CFFA STATE OF NORTH CAROLINA INTERLOCAL AGREEMENT COUNTY OF ORANGE This INTERLOCAL AGREEMENT ("Agreement") is hereby made and entered into this the 11 day of December , 2015, 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 160A-460 et seq., 160A-17.1 and other applicable laws. WITNESSETH: WHEREAS, County and Town desire to continue with a partnership initiated through a 2012 interlocal agreement between the Parties 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 one hundred twenty thousand dollars ($120,000.00). This grant shall be payable quarterly in installments of ten thousand dollars ($10,000.00). Town acknowledges and agrees the full amount, which shall not exceed one hundred twenty thousand dollars ($120,000.00), shall be expended by Town for the sole purpose of establishing and maintaining 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 1st day of January 2016 and shall continue for a period of thirty-six (36) months. This Agreement may be renewed for up to two additional three-year terms. Any such renewal, or any other modification, shall be accomplished through a mutually agreed upon written amendment to this Agreement and may be approved and executed by the managers of the County and Town. 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