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Home My WebLink About2017-105-E Co Manager - Town of Chapel Hill termination of incubator agreement dated 12-11-2015 DocuSign Envelope ID:83528327-7972-4E21-927F-5B497DEBB348 STATE OF NORTH CAROLINA INTERLOCAL AGREEMENT COUNTY OF ORANGE This INTERLOCAL AGREEMENT ("Agreement") is hereby made and entered into this the 1st day of_March_, 2017 with an effective date of January 1, 2017, 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; and WHEREAS, through a December 11, 2015 interlocal agreement the County and Town continued this partnership; and WHEREAS, the County and Town desire to terminate the interlocal agreement dated December 11, 2015 and enter into a new interlocal agreement to reflect new terms and conditions. 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 up to one hundred sixty-three thousand seven hundred fifty dollars ($163,750.00). Except as otherwise provided in this Section, upon an invoice properly submitted by Town this grant shall be payable quarterly in installments of eighteen thousand three hundred seventy- five dollars($18,375.00). 1.1. Such quarterly installments may be made annually on or about July 1st, October 1st, January 1st,April 1st through the end of the Term of this Agreement. 1.2. The installments for fiscal year 2016-2017 shall be as follows; January 2017 installment thirty-five thousand one hundred twenty-five dollars ($35,125.00) and April 1St installment, eighteen thousand three hundred seventy-five dollars($18,375.00). 1.3. Town acknowledges and agrees the full amount, which shall not exceed one hundred sixty-three thousand seven hundred fifty dollars ($163,750.00), 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, 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, 2017 and shall continue until December 31, 2018. 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. This Agreement replaces and supersedes the original interlocal agreement dated December 11, 2015 and that December 11,2015 interlocal agreement is terminated as of December 31,2016. 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. 1 DocuSign Envelope ID:83528327-7972-4E21-927F-5B497DEBB348 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. IN WITNESS WHEREOF,the parties have caused this Interlocal Agreement to be executed as of the day and year first above recorded. FO' ". WitiFo COUNTY FOR APEinel ,L INIAA/ut, tkeumwte-rSLU1 rdot,V' Stawat By' 637O94D7:LE477... By' F1DgAo3FOEA5415... Bonnie Hammersley Roger Stancil Orange County Manager Chapel Hill Town Manager This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal r rl ml;iA tav: Orangounty Chief Financial Officer This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal irisbY: o. .; ::r1A042C... Town of Chapel Hill Finance Director 2 DocuSign Envelope ID:83528327-7972-4E21-927F-5B497DEBB348 ORANGE COUNTY---DEPARTMENT USE ONLY---HARD COPY ONLY Department Party/Vendor Name: Town of Chapel Hill Party/Vendor Contact Person: Roger Stancil Contact Phone: 919-968- 2743 Party/Vendor Address: 405 Martin Luther King Jr Blvd City Chapel Hill State: NC Zip: 27514 Department: N/A Amount: 163,750.00 Purpose: lnterlocal Agreement Budget Code(s): Vendor#64 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one)New❑ Renewal Amendment ❑ Effective Date 1/1/17 Approved by Board Yes No Agenda Date: 1/24/17 This agreement is approved as to tec a4°f5tIVI content: SZcvc g4.444.1ty 3 10/ /2017 Department Director's Signature Date: 3,713B4ECAC 1 BCC 0... Legal Services This agreement is approved as to legal form a . ° cityn€ Y: ket-Q* u"P1J1 3/10/2017 Office of the Town of Chapel H. 44 gn'•y: 400 Date: , -..�•BF0:r1 . oLIA. rbltxts 3/10/2017 Office of the County Attorney Date: €nk31 33 EBSXC&,t65... Clerk to the Board Received copy for record retention: Office of the Clerk to the Board Office of the Town of Chapel Hill Clerk Revised 6/16