Res 2025-181 approving a one-year extension of the city’s contract with the Hays Caldwell Economic Development Partnership (“HCEDP”) in the amount of $200,000.00, plus eligible expenses, for economic development services

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calendar year to September 30th of the following calendar year. C. Retainage of Funds. The City may retain up to 20% of each quarterly payment to the Partnership until all required reports and deliverables, as shown in Exhibit C, have been submitted to and accepted by the City for the preceding period, at which time the retainage will be released. D. Termination. 1. Termination by City. The City reserves the right to terminate this Agreement upon 30 days' written notice for any reason deemed by the City Council to serve the public interest. In the event of such termination the City will pay the Partnership those costs directly attributable to services received by the City in compliance with the Agreement prior to termination. The City will not be liable for any damages or any loss of profits anticipated to be made by the Partnership under this Agreement in connection with any such termination. 2. Termination by Partnership. The Partnership may terminate this Agreement upon the default by the City if the City fails to comply with any term or condition of this Agreement. The Partnership must notify the City in writing of any default. The City will take action so that the default is corrected within 30 days of receipt of the notice. If after receipt of such notice, the City fails to timely correct the default, the Partnership may immediately terminate this Agreement in its entirety by giving notice to the City. E. Dissolution of Partnership. In the event of the dissolution of the Partnership, after the payment of all debts and obligations of the Partnership, the assets of the Partnership shall be distributed to one or more exempt organizations under Sections 510(c)(6) and 170(c)(2) of the Internal Revenue Code as amended, or any successor provisions, or to the federal, state, local government for lawful purposes. To the extent allowed under said provisions of the Internal Revenue Code and applicable laws, such distribution shall be as follows: 1. Contributed property shall be offered to the member entity that contributed such property; 2. All other property shall be sold and the proceeds of sale distributed to qualifying exempt members in proportion to their financial contributions to the Partnership; 3. All remaining unencumbered funds shall be distributed to qualifying exempt members in proportion to their contributions to the Partnership. F. Change of Name. Before the Partnership changes its assumed business EDSM Approved on Aug. 22, 2025: One -Year Extension (Clean Version) Page 10 of 25